BUSINESS
DEVELOPMENT AGREEMENT
This Business Development
Agreement (the “Agreement”) is made and entered
into as of the 14 st
day of June 2008, by and between MIRA, LLC, a Nevada limited
liability company (“MIRA”), Robert Kendrick
(“Kendrick”), Jonathan Roylance
(Roylance”), and Peter Gadkowski
(“Gadkowski”) (collectively referred to herein as
“Consultants”) and Beverly Holdings, Inc., a
Nevada corporation, its Affiliates, and shareholders of
record as of the date hereof (collectively
“BHI”).
WHEREAS,
BHI is a reporting company with a class of securities
registered pursuant to the Securities Exchange Act of 1934, as
amended (the “Act”), the business operations of
which have ceased;
WHEREAS,
BHI is now delinquent in its filing requirements with the U.S.
Securities and Exchange Commission as required by the Act, and
has been since at least December 31, 2005, perhaps
longer;
WHEREAS,
trading in the common stock of BHI has ceased;
WHEREAS,
the common stock of BHI is worthless;
WHEREAS,
the shareholders of BHI have determined that their respective
interests in BHI are and will continue to be worthless unless
some action is taken by them to cause BHI to undertake some
form of business operations
WHEREAS,
BHI shareholders Kendrick and Roylance (the “New
Business Group”) have undertaken to explore and develop
a new line of business for BHI, as more fully described
herein, and have proposed to the other shareholders of BHI the
establishment of the relationship between BHI and Consultants
described herein;
WHEREAS,
the New Business Group have formed Consultant MIRA for
purposes of this Agreement and together own a majority in
interest of Consultant;
WHEREAS,
the Shareholders have determined to explore a new line of
business for BHI in the financial products and services
industry as herein described, and in connection therewith
hereby engage Consultants to conceptualize, research, develop,
and implement a plan of operation, and to create the business,
described herein.
WHEREAS,
the Shareholders shall determine if they wish to acquire the
business for the purpose of re-establishing business
operations for BHI that may permit it to realize profitable
operations and create value for its existing
Shareholders;
WHEREAS,
the Consultants have previously rendered services to BHI in
contemplation of entering into this Agreement which have
resulted in a variety of understandings, agreements, and
relationships, all of which have been the subject of ongoing
negotiations and business developments resulting in material
changes and revisions to such understandings, agreements, and
relationships, such that, to the extent any binding legal
obligations were created between and among the parties they
are deemed to be rescinded and void ab initio , and
that this Agreement shall be and is the agreement of the
parties hereto;
IT
IS THEREFORE AGREED,
1. ENGAGEMENT
. BHI hereby engages and retains Consultants for and on
behalf of BHI, its subsidiaries and affiliated companies, and its
current shareholders (collectively, the “Affiliates”)
to perform the Services set forth below, and Consultants hereby
accept such appointment on the terms and subject to the conditions
hereinafter set forth.
2. INDEPENDENT
CONTRACTOR.
A . Consultants shall have broad discretion, consistent with
the development and implementation of the Plan described herein and
the creation and operation of the Business, to undertake any and
all actions Consultants deems necessary to develop and implement
the Plan, in its sole discretion.
B . Consultants are, and in all respects shall be deemed to
be, independent contractors in the performance of its duties
hereunder, any law of any jurisdiction to the contrary
notwithstanding.
C . Consultants shall not, by reason of this Agreement or
the performance of the Services, be or be deemed to be, employees,
agents partners, or co-venturers of BHI.
D . Consultants shall not have or be deemed to have,
fiduciary obligations or duties to BHI or its Affiliates and shall
be free to pursue, conduct and carry on for their own account (or
for the account of others) such activities, employments, ventures,
businesses and other pursuits as Consultants in their sole,
absolute and unfettered discretion, may elect.
3. SERVICES TO BE
RENDERED BY CONSULTANTS.
A. Generally.
Consultants will conceptualize, develop, implement, and execute a
plan (the “Plan”) that will cause the formation,
start-up, and operation of a financial service company (the
“Business”) providing reverse mortgage, insurance,
and/or other investment advisory or financial services to the
senior market, together with ancillary products and services that
Consultants determine may provide profit opportunities for the
Business. In this regard, Consultants shall identify and acquire
business opportunities, sales and managerial talent, product and
service providers, professional relationships and other tangible
and intangible assets and relationships that Consultants believe
will facilitate the successful formation, start-up, and operation
of the Business. As conceptualized, developed, implemented and
executed by Consultants, the Plan may take on aspects not now
foreseen including the identity of sales and management executives
who will work for the Business, existing companies that the
Business may acquire or with whom the Business will engage in
contractual or other business relationships deemed beneficial by
Consultants to the execution of the Plan, and the formation,
start-up, and operation of the Business, specific geographic
markets to be penetrated, financial products and services to be
offered, business process and systems to be implemented, and a
myriad of other issues commonly confronted by new start-up
businesses. Until such time as acquired by BHI in accordance with
Section 8, all aspects of the Plan and the Business, whether they
be ideas, assets, contractual relationships, the identity of
companies and individuals that will be acquired by, or who shall
come to work for the Business, and all other aspects or components
of the Plan and the Business (the “Components) shall be the
property of (using this term in the broadest possible sense)
Consultant MIRA. In this regard, it can be anticipated that
Consultant MIRA shall be the entity employed to implement the Plan,
acquire the Components, and form, start-up, and operate the
Business until such time as the Business is formally acquired by
BHI in accordance with the terms hereof.
B. Best
Efforts. Consultants
shall devote such time and best efforts to the Plan and the
Business as Consultants in their sole discretion shall decide.
Consultants cannot guarantee results on behalf of BHI, but shall
pursue all reasonable avenues available through its network of
contacts. BHI and Consultants hereby confirm their express written
intent that Consultants shall only be required to devote such time
to the performance of the Services as Consultants shall, in its
discretion, deem necessary and proper to discharge its
responsibilities under this Agreement.
4. OBLIGATIONS OF
BHI.
A. Appointment
of Consultants’s Designee as Officer and Director. BHI
acknowledges that there has been no regular management of BHI for
many years and that for all practical purposes BHI has had no
operations and has been dormant. In order to provide for the
necessary corporate governance to bring the Plan to fruition, BHI
has prior hereto and for purposes hereof, elected
Consultants’ designee, Roylance (who BHI acknowledges is an
affiliate of Consultant MIRA and a beneficial shareholder of shares
of common stock of BHI) to the position of sole director and chief
executive officer of BHI.
B. BHI’S
To Raise $500,000. In contemplation hereof, and prior
hereto, BHI commenced the offer and sale of a minimum of $500,000
face amount of its 12% Convertible Debentures (the
“Debentures”) for the purpose of paying expenses
incurred by Consultants in connection with bringing the Plan to
fruition. BHI acknowledges that successful implementation of the
Plan will require the successful completion of the offer and sale
of its Debentures, and BHI acting through its officer, will use its
best efforts to bring about the successful completion of the
offering of Debentures. The loan proceeds of the
Debentures will be used by BHI to pay expenses BHI may incur in
connection with its performance pursuant hereto, and shall be
loaned to MIRA in accordance with the provisions of Section 5
hereof.
C. BHI
To Obtain Listing for its Common Stock. BHI shall obtain the
listing or qualification of its common stock for trading via the
facilities of a recognized trading system or exchange acceptable to
Consultants at such time as Consultants may so
recommend.
D. BHI
to Increase Authorized Shares. BHI shall undertake to obtain
shareholder approval to amend its certificate of incorporation to
increase the number of authorized shares to
100,000,000.
5. ADVANCES.
BHI shall make such advances to MIRA as MIRA may reasonably request
in order that MIRA may pay all normal and reasonable expenses
reasonably incurred by MIRA in connection with the performance of
Consultants hereunder. All advances made pursuant hereto shall be
deemed to be a loan to Consultant MIRA, shall be recorded upon the
accounting records of MIRA as a loan payable, and shall be recorded
upon the accounting records of BHI as a loan
receivable.
6. COMPENSATION.
In consideration for the Services, BHI agrees that Consultants
shall be paid compensation as follows:
A. Fee
for Service to MIRA. From time to time as may be determined
by MIRA, MIRA shall invoice BHI for the services rendered
hereunder. Such invoices shall include all normal and reasonable
expenses incurred by MIRA in connection with the services rendered
hereunder. As used herein “normal and reasonable
expenses” shall include but are not limited to: all fees and
expenses paid to Consultants Roylance, Kendrick, and Gadkowski (who
may be deemed to be sub-consultants of MIRA for purposes hereof as
the circumstances may dictate and which fees and expenses may be
paid directly by MIRA or by BHI as the circumstances may require),
accounting, long distance communication, express mail, affiliated
and outside consultants (including those consultants who act in an
official capacity for BHI as officers and/or directors, during the
development and execution of the Plan), travel (including: airfare,
hotel lodging and meals, transportation, etc.), the fees and costs
of legal and accounting professionals necessary to represent the
interests of BHI, and other costs involved in the performance and
execution of Consultants’ services under this Agreement. All
such invoices issued by MIRA to BHI shall become immediately due
and payable, and BHI shall promptly pay MIRA for all such expenses.
At MIRA’s discretion, MIRA may offset any or all of such
invoice against amounts loaned to MIRA in accordance with Section 5
above.
B. Monthly
Advisory Fees to MIRA. Commencing on the date
BHI acquires the Business and Plan, BHI shall pay to Consultant
MIRA, in advance, a monthly fee of fifteen thousand dollars
($15,000.00 USD) (the “Monthly Advisory
Fees”). The Monthly Advisory Fees are due and
payable on the 1 st
day of each month. If this Agreement is entered into
after the 1 st
day of the month, a pro rata portion of the Monthly Advisory Fees
shall be paid for the remaining days of the month in which the
Agreement is executed. The Monthly Advisory Fees are
exclusive of the other compensation and reimbursable expenses
elsewhere provided for in this Agreement. Said Monthly
Advisory Fees shall continue for Twelve (12) months, or shall end
upon proper termination of this Agreement according to the Section
11 below. To the extent not paid by BHI as herein provided, the
Monthly Advisory Fee shall be accrued by BHI and shall be paid when
reasonably practical or upon demand by MIRA, whichever first
occurs.
C. Common
Stock to Kendrick, Roylance and Gadkowski.
Consultants Kendrick, Roylance and Gadkowski (or such
assigns as such Consultants may designate in writing) shall each be
issued and delivered 14,000,000 shares of the common stock of
BHI. The shares of common stock of BHI shall be referred
to herein as the “Shares” and the Shares to be issued
to Consultants pursuant to this Section 6(C) shall be referred to
collectively as the “Engagement Shares”. The Engagement
Shares have been previously issued on the transfer records of BHI
in the name of Consultants and/or their designees in contemplation
hereof but have not been, nor shall they b
