EXHIBIT 10.17
Letter of Understanding between The Scott Group and Integrated Business Systems
& Services, Inc. (IBSS).
Following is the scope of work and the compensation that The Scott Group and
IBSS agree to as the terms for their mutual work together.
AMENDED AND RESTATED
STATEMENT OF WORK FOR IBSS
FINANCIAL AND BUSINESS DEVELOPMENT CONSULTING
OVERVIEW
It has taken millions of dollars and many years to envision and build the next
major software breakthrough in the world -- IBSS's Synapse. The solution is
ready for the market. The next phase of work is to greatly increase Company
visibility, fiscal performance, share price, and trading volume by rapidly:
- augmenting management expertise
- bringing in new money to relieve debt and fund growth while
increasing market valuation
- developing a focused, common-sense plan to drive perceptional
changes both internally and externally
- generating highly-positive company and product visibility and
perception with influencers and decision-makers in the banking
and investment communities
- developing predictable, revenue-generating activities to
improve credibility and valuation
- forge strategic relationships to generate sales and make
Synapse the solution of choice and ultimately, a de facto
standard
To accomplish this, a number of things should happen:
- current investor group needs to renegotiate the terms of their
note; there will be no outside interest in the public aspects
of this company as long as a "death spiral" exists
- development of the software development kit must be completed
- the product should be marketed and/or licensed with/to a
number of referenceable and credible strategic-partners
- the work of deploying the solution to referenceable customers
must be accelerated
- clearer, simpler and more reliable messages must be created
and communicated to the marketplace with particular attention
paid to the banking and investment communities; communications
should be supplemented through a variety of additional
activities, including the services of a quality IR/PR firm
THE SCOTT GROUP
The Scott Group proposes to
1. Establish, manage and facilitate the needed interest and
attention from the banking and investment communities by
establishing key strategic relationships and opportunities and
ensuring the continuous flow of contact and information to the
proper channels.
2. Supplement these activities by bringing to bear its expertise
in creating strategic alliances, business customers and
marketing communications to ensure IBSS and Synapse success in
bringing to the computing industry the transformation they
were created to deliver.
Toward that end, in addition to working within the banking, investment and other
relative communities to generate and sustain awareness for creating greater
liquidity, The Scott Group will provide services that will primarily consist of
working with the IBSS management team, and as appropriate it's board, to:
- Accelerate development of strategic and business partnerships.
- Assist in refining, and where necessary, developing image and
positioning documents, events and presentations that will
promote an awareness and adoption of IBSS solutions.
- Assist in developing a comprehensive plan for operations and
as needed, technical support of customers and partners.
PROJECT SCOPE AND OBJECTIVE
- Establish the necessary activities and relationships for IBSS
to be recognized by the investment and banking communities as
a properly financed, liquid, and industry-valued technology
solution company.
- Assist IBSS management in the identification and recruitment
of Business and Strategic Partners.
- As needed, assist IBSS management in renegotiating any key
agreements, contracts and/or situations as needed.
- Collaborate with IBSS management and outside sources to create
and execute marketing materials and other communication
vehicles.
PROJECT ASSUMPTIONS
- Product is being developed to production quality and will be
wrapped sufficiently for System Integrators, partners,
customers, and others to develop and deploy applications.
- IBSS is currently able to install and implement technology and
solution in customer sites.
- Demand will exist within Corporate IT, System Integrators and
Independent Software Vendors for this type of product.
- Partner/customer and legal agreement documentation exists.
- Preliminary product pricing and discount schedules for
partners/customers exist.
- The Scott Group has a meaningful set of personal contacts in
the banking, investment, technology, and service industries to
be targeted and the experience needed for rapid
implementation.
IBSS RESPONSIBILITIES
- Equip The Scott Group with sufficient knowledge and
understanding of both IBBS and Synapse.
- Collaborate with The Scott Group and provide personnel to
introduce, explain, discuss, and demonstrate the
technology/product(s) as appropriate.
- Provide product, demo and collateral material.
- Provide partners/customers with adequate product education and
support through their initial application development and
deployment process.
- Employ a mutually acceptable IR/PR firm to begin to manifest a
market presence.
SCOTT GROUP RESPONSIBILITIES
- Develop a program ensuring that IBSS is introduced to and
recognized by the banking and investment communities as a
strong, properly financed and liquid public entity.
- Create and sustain relationships with the leaders and
influencers in the business, financial, and academic
communities. The perceived and actual scope of the company
improves with the association of recognized companies and
industry influencers.
- Get the Company and product line the proper scope of
visibility needed for success in the current financial
environment. The outside world needs to have a broader
understanding of IBSS's solutions, capabilities and
activities.
- Collaborate with IBSS to identify and recruit partners to
purchase/license/market IBSS technology and products.
- Create a corporate "persona", with the objective of gaining
active, productive and visible partners.
- Augment the internal business development division with an
emphasis on keeping the public machine well oiled and backed
by fact.
IBSS AND THE SCOTT GROUP JOINT ACTIVITY
- Define criteria for attractive target partners/customers.
- Identify target partners/customers
- Define criteria and necessary materials for successful
completion of all project tasks.
- Work as a team to accomplish the jointly defined goals
together.
FOR MORE INFORMATION PLEASE CONTACT THE SCOTT GROUP:
STEVEN SCOTT or EMILY SHAIN
781-297-7236 (direct) 617-848-5932 (direct)
617-448-1300 (cell) 617-686-8684 (cell)
The Scott Group Agreement
For the preceding Statement of Work the following remuneration terms will be
applicable:
Money Terms
The Scott Group will be paid the following money fees on a monthly basis:
- $7,500 per month starting Oct. 1, 2003 and continuing until
The Scott Group has successfully developed a program ensuring
that IBSS is introduced to and recognized by the banking and
investment communities as a strong, properly financed and
liquid public entity as evidenced by IBSS actually closing
successfully to its benefit one or more such relationships.
- $10,000 per month starting after the successful close of the
beneficial relationships above and until the collaboration
effort with IBSS to identify and recruit partners to
purchase/license/market IBSS technology and products has
resulted in IBSS closing contracts for IBSS licensed software
and services in excess of $1,000,000.
- $15,000 per month starting after the successful close of the
contract amounts listed above.
This agreement expires on October 2, 2004, unless renewed or extended by the
mutual written agreement of The Scott Group and IBSS. In addition, either party
may cancel this agreement after January 31, 2004 upon 30-days prior written
notice to the other party. Upon any such expiration or cancellation of this
agreement, IBSS shall have no further obligations to make cash payments or stock
grants (as described below) to "The Scott Group."
Stock Grants
In addition to the cash paid there will also be stock grants made on the
conditions and schedules below.
In total an amount of 1,000,000 shares could be granted at a valued price of 13
cents. (This is the closing stock price on the day of the agreement (October 2,
2003.) A 1099 form will be generated for the value at 13 cents for the stock
granted under the contract on October 2, 3003. Any subsequent grants will have a
value assessed for 1099 and IBSS expense purposes at the market price of the
stock as of the date of that grant.
The stock will be granted on the occurrence of the following events:
125,000 shares will be granted on Oct. 2, 2003. These shares will be restricted
from resell before Oct. 1, 2004.
12,500 shares will be granted per month beginning Nov. 1, 2003 for 10 months or
until the agreement is cancelled if prior to September 1, 2004. These shares
will be restricted from being sold until April 1, 2005.
500,000 shares will be granted on June 30, 2004 if the price of the stock has
averaged 60 cents per share for the prior 90 days (April 1 - June 30). These
shares will be restricted from being sold until April 1, 2005.
250,000 shares will be granted on Oct. 1, 2004 if the company has generated $16
million in sales and averaged 60 cents per share for the prior 6 months (April
1, 2004 - Sept. 30, 2004). If shares have averaged $2.00 per share for the six
months the $16 million in sales requirement is waved. These shares will be
restricted from being sold until April 1, 2005.
The dates and the conditions for receiving the shares can be extended or
modified by IBSS so long as they are not less favorable then the conditions
listed above. The stock underlying this agreement will be registered with the
next registration statement of IBSS and in order to maintain an orderly
marketplace The Scott Group will adhere to selling of such shares as if they are
under a Rule 144.
Integrated Business Systems & Services, Inc.
By: /s/ George E. Mendenhall
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Title: Chief Executive Officer
Date: October 2, 2003
The Scott Group
By: /s/ Steven Scott
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Title: President
Date: October 2, 2003