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Exhibit 10.1
SERVICES AGREEMENT
This
Services Agreement (this “
Agreement ”)
is made as of March 5, 2008 by and between Blink Couture, Inc., a
Delaware corporation (the “
Company ”)
and Fountainhead Capital Management Limited, an entity registered
in Jersey (“
FCM ”)
(each a “
Party ”
and collectively referred to hereafter as the “
Parties ”).
W
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S
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:
WHEREAS,
the Company is a shell corporation with limited resources to
pursue its business plan and maintain its status as a
publicly-reporting company.
WHEREAS,
FCM has substantial experience in corporate governance and
management and has substantial expertise and contacts which
are of value to the Company in the identification of
prospective business opportunities for the Company and sources
of financing;
WHEREAS,
the business plan of the Company is the identification of a
suitable target for a potential merger or acquisition
transaction commonly known as a “reverse merger”
or “alternative public offering”
transaction;
WHEREAS,
to facilitate pursuing the Company’s operation and
pursuit of the goals stated in its business plan, the Company
desires to engage FCM to provide the services specified in
this Agreement;
NOW,
THEREFORE, in consideration of the premises and the mutual
covenants herein contained and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties, intending to be legally bound,
hereby agree in good faith as follows:
1.
Services .
The services which FCM shall provide under this Agreement, shall
include the following:
(a)
FCM
will familiarize itself to the extent it deems appropriate
with the business, operations, financial condition and
prospects of the Company;
(b)
At
the request of the Company’s management, FCM will
provide strategic advisory services relative to the
achievement of the Company’s business plan;
(c)
FCM
will undertake to identify potential merger and acquisition
targets for the Company and assist in the analysis of proposed
transactions;
(d)
FCM
will assist the Company in identifying potential investment
bankers, placement agents and broker-dealers who are qualified
to act on behalf of the Company to achieve its strategic
goals.
(e)
FCM
will assist in the identification of potential investors which
might have an interest in evaluating participation in
financing transactions with the Company;
(f)
FCM
will assist the Company in the negotiation of merger,
acquisition and corporate finance transactions;
(g)
At
the request of the Company’s management, FCM will
provide advisory services related to corporate governance and
matters related to the maintenance of the Company’s
status as a publicly-reporting company; and
(h)
At
the request of the Company’s management, FCM will assist
the Company in satisfying various corporate compliance
matters.
FCM
is not a licensed broker-dealer. Under no circumstances will
FCM engage in any activities which would require licensure as
a broker-dealer or otherwise.
2.
Term and Termination .
The term of this engagement shall be for a period of twelve (12)
months commencing with the date of this Agreement and may be
extended upon the mutual written agreement of the
Parties.
3.
Consideration .
In consideration for FCM providing the services set forth in
Section 1 above, the Company will pay to FCM a quarterly fee of
$10,000.00, payable in cash or, at the option of FCM, in kind, on
the first day of each calendar quarter commencing March 5,
2008.
4.
Notices .
All notices, requests, demands, claims, and other communications
hereunder shall be in writing. Any notice, request, demand, claim
or other communication hereunder shall be deemed duly delivered
four business days after it is sent by registered or certified
mail, return receipt
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