EXHIBIT 99.1
TRILOGY CAPITAL PARTNERS, INC.
LETTER OF ENGAGEMENT
MARKLAND TECHNOLOGIES, INC.
DECEMBER 7, 2004
The following sets forth the agreement for the engagement of Trilogy Capital
Partners, Inc. ("Trilogy") by Markland Technologies, Inc. ("MRKL" or the
"COMPANY"):
TERM Twelve months, commencing as of the date set forth above (the
"INITIAL TERM"), and terminable thereafter by either party
upon 30 days' prior written notice.
OBJECTIVE The development and implementation of a marketing program to
increase the awareness of MRKL and assist MRKL in business
development.
LIMITATIONS Trilogy understands that during any period in which the
Company is in "registration" for a public offering of
securities under the Securities Act of 1933, and during the
distribution of such securities, the Company's investor
relations and marketing efforts will be severely limited.
However, it will be the responsibility of the Company (with
the advice of its securities counsel) to determine what
investor relations and financial marketing efforts are
permissible and non-permissible during such periods, and
Trilogy will follow the direction of the Company and its
securities counsel.
RESPONSIBILITIES o In addition to marketing and public
relations, Trilogy will assume the
responsibilities of an in-house Investor
Relations Officer for MRKL on a full turnkey
basis, including the generation of corporate
and shareholder communications, retail and
institutional investor contact and media.
Trilogy will work in conjunction with the
Company's management, securities counsel,
investment bankers and auditors and under
supervision of management.
FEES $10,000 per month, with first payment due on execution. Wiring
information is set forth below.
EQUITY MRKL has concurrently herewith issued to Trilogy an aggregate
COMPENSATION of 4,000,000 Warrants.
MARKETING To support the financial marketing program, MRKL
BUDGET acknowledges that it will incur certain third party marketing
costs. Trilogy will not incur these costs without the approval
of the Company. At Trilogy's request, the Company will pay
these costs directly to the third party.
INDEMNIFICATION The Company agrees to provide the indemnification set forth in
"Exhibit A" attached hereto.
CORPORATE The obligations of Trilogy are solely corporate obligations,
OBLIGATIONS and no officer, director, employee, agent, shareholder or
controlling person of Trilogy shall be subject to any personal
liability whatsoever to any person, nor will any such claim be
asserted by or on behalf of any other party to this Agreement.
ADDITIONAL If Trilogy is called upon to render services directly or
SERVICES indirectly relating to the subject matter of this Agreement,
beyond the services contemplated above (including, but not
limited to, production of documents, answering
interrogatories, giving depositions, giving expert or other
testimony, whether by agreement, subpoena or otherwise), the
Company shall pay to Trilogy a reasonable hourly rates for the
persons involved for the time expended in rendering such
services, including, but not limited to, time for meetings,
conferences, preparation and travel, and all related costs and
expenses and the reasonable legal fees and expenses of
Trilogy's counsel.
SURVIVAL OF The Sections entitled "Indemnification" (including "Exhibit
CERTAIN A"), "Corporate Obligations" and "Additional Services" shall
PROVISIONS survive any termination of this Agreement and Trilogy's
engagement pursuant to this Agreement. In addition, such
termination shall not terminate Trilogy's right to
compensation accrued through the date of termination and for
reimbursement of expenses. Any purported termination of this
Agreement by the Company prior to the end of the Initial Term,
or any termination by Trilogy as a result of non-payment or
-2-
other material breach by the Company, shall not terminate
Trilogy's right to the monthly fee through the entire Initial
Term or the vesting of the Warrants (as Trilogy's time and
commitment are expected to be greater in the first part of its
engagement).
SERVICES/COSTS The compensation paid to Trilogy under this Agreement will
cover all costs for Trilogy personnel. Travel and
entertainment costs for Trilogy personnel, in addition to
certain third-party costs, will be borne by the Company.
Trilogy will provide reasonable documentation to support
reimbursement claims. Trilogy will not incur any particular
reimbursable cost of $500 or more without the written approval
from the Company.
ATTORNEYS' FEES If any action or proceeding is brought to enforce or interpret
any provision of this Agreement, the prevailing party shall be
entitled to recover as an element of its costs, and not its
damages, reasonable attorneys' fees to be fixed by the court.
GOVERNING LAW California, without giving effect to the principles of
conflicts of law thereof.
____________________________________
Agreed and Accepted:
MARKLAND TECHNOLOGIES, INC. TRILOGY CAPITAL PARTNERS, INC.
By By
----------------------------------- ------------------------------
Robert Tarini, Chairman & CEO A.J. Cervantes, President
-3-
EXHIBIT A
INDEMNIFICATION PROVISIONS
Markland Technologies, Inc., (the "COMPANY"), unconditionally, absolutely and
irrevocably agrees to and shall defend, indemnify and hold harmless Trilogy
Capital Partners, Inc. ("TRILOGY") and its past, present and future directors,
officers, affiliates, counsel, shareholders, employees, agents, representatives,
contractors, successors and assigns (Trilogy and such persons are collectively
referred to as the "INDEMNIFIED PERSONS") from and against any and all losses,
claims, costs, expenses, liabilities and damages (or actions in respect thereof)
arising out of or related to this Agreement, and any actions taken or omitted to
be taken by an Indemnified Party in connection with this Agreement ("INDEMNIFIED
CLAIM"). Without limiting the generality of the foregoing, such indemnification
shall cover losses, claims, costs, expenses, liabilities and damages imposed on
or incurred by the Indemnified Persons, directly or indirectly, relating to,
resulting from, or arising out of any misstatement of fact or omission of fact,
or any inaccuracy in any information provided or approved by the Company in
connection with the engagement, including information in any SEC filing, press
release, website, marketing material or other document, whether or not the
Indemnified Persons relied thereon or had knowledge thereof. In addition, the
Company agrees to reimburse the Indemnified Persons for legal or other expenses
reasonably incurred by them in respect of each Indemnified Claim at the time
such expenses are incurred. Notwithstanding the foregoing, the Company shall not
be obligated under the foregoing for any loss, claim, liability or damage which
is finally determined to have resulted primarily from the willful misconduct,
bad faith or gross negligence of the Indemnified Person.
If any proceeding shall be brought or asserted under these provisions against an
Indemnified Person in respect of which indemnity may be sought under these
provisions from the Company, the Indemnified Person shall give prompt written
notice of such proceeding to the Company who shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to the Indemnified
Person (or if more than one, Trilogy), and the payment of all reasonable
expenses; provided that any delay or failure to notify the Company shall relieve
the Company of its obligations hereunder only to the extent, if at all, that it
is materially prejudiced by reason of such delay or failure. In no event shall
any Indemnified Person be required to make any expenditure or bring any cause of
action to enforce the Company's obligations and liability under and pursuant to
the indemnifications set forth in these provisions. The Indemnified Person shall
have the right to employ separate counsel in any of the foregoing proceedings
and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of the Indemnified Person unless: (i) the
-4-
Company has agreed to pay such fees and expenses; or (ii) the Indemnified Person
shall in good faith, with the advice of counsel, determine that there exists an
actual or potential conflict of interest which make representation by the same
counsel inappropriate and the Company refuses to provide separate counsel. In
the event that the Company, within ten business days after notice of any such
proceeding, fails to assume the defense thereof, the Indemnified Person shall
have the right to undertake the defense of such proceeding, for the account of
the Company, subject to the right of the Company to assume the defense of such
proceeding with counsel reasonably satisfactory to the Indemnified Person at any
time prior to the settlement, compromise or final determination thereof by
reimbursing the Indemnified Person for all fees and costs incurred to date.
Anything in these provisions to the contrary notwithstanding, the Company shall
not, without the prior written consent of Trilogy (if Trilogy is an Indemnified
Person) or the Indemnified Person if Trilogy is not an Indemnified Person,
settle or compromise any proceeding or consent to the entry of any judgment with
respect to any proceeding; PROVIDED, HOWEVER, that the Company may, without the
Indemnified Person's prior written consent, settle or compromise any such
proceeding or consent to entry of any judgment with respect to any such
proceeding that requires solely the payment of money damages by the Indemnified
Person and that includes as an unconditional term thereof, the release by the
claimant or the plaintiff of the Indemnified Person from all liability in
respect of such proceeding. Anything in these provisions to the contrary
notwithstanding, provided that the Company has assumed the defense of the
proceeding, no Indemnified Person shall, without the prior written consent of
the Company, settle or compromise such proceeding or consent to the entry of any
judgment with respect to such proceeding; PROVIDED, HOWEVER that any Indemnified
Person may settle or compromise any such proceeding or consent to entry of any
judgment with respect to any such proceeding if the Indemnified Person waives
all claims for indemnification arising out of or in connection with such
proceeding or the facts and circumstances underlying the proceeding and releases
the Company from all liability to the Indemnified Person in connection
therewith.
-5-