Exhibit 10.6
BUSHIDO VENTURES, INC.
3403 FOXMEADOW COURT
LONGWOOD, FLORIDA 32779
(407) 444-1004
BUSHIDOVENTURES@CFL.RR.COM
March 1, 2002
Mr. Glen Woods
President
Universal Tanning Ventures, Inc.
1025 Greenwood Boulevard, Suite 121
Lake Mary, FL 32746
Re: Business Advisory Services for the Universal Tanning Ventures, Inc.
Dear Glen:
I've enjoyed discussing the Universal Tanning Ventures, Inc. (the
"Company") project with you. It sounds like a promising and exciting new venture
and I'm excited to be a part of it both as a stockholder and, now, as a
consultant. Pursuant to our discussions the following letter shall outline the
working relationship between Bushido Ventures, Inc. (the "Consultant") and the
Company.
1. Services. The Company hereby engages the Consultant to provide
business advice from time to time to Company regarding the creation and
implementation of its financial and accounting systems and controls, the
retention of appropriate accounting, financial and legal advisors and such other
matters upon which we may mutually agree. The Consultant will furnish its
services as an independent contractor and not as an employee of the Company.
2. Term and Termination. The term of this agreement shall be for a period
of one (1) year from the date hereof, without extension unless specifically
agreed to by both of us, in writing (the "Term"). Either party may terminate
this letter agreement at any time for any reason upon written notice to the
other party; provided, however, that in no event shall any portion of the
compensation received by the Consultant for any services performed pursuant
hereto be refunded to the Company.
3. Compensation. The Company shall pay to the Consultant, as compensation
for the services described above, the sum of Ten Thousand and No/100ths Dollars
($10,000) no later than the tenth (10th) business day following the execution of
this letter agreement. The Company shall reimburse the Consultant for all its
preapproved expenses related to the aforementioned services. Expenses will be
billed separately and on a monthly basis. Additionally, if the Company chooses
to expand the services of the Consultant subsequent to the
Exhibit 10.6
BUSHIDO VENTURES, INC.
date hereof, then the Consultant shall be entitled to such other compensation,
including without limitation stock options, warrants or other forms of equity,
as we may, from time to time mutually agree.
4. Independent Contractor. Consultant is an independent contractor and
will not act as the Company's agent, nor shall be deemed an employee of the
Company for any purposes. As an independent contractor, the Company understands
and agrees that Consultant is solely responsible for the control and supervision
of the means by which Consultant's services are performed.
5. Conflict of Interest. As you know, my husband (Frank Ioppolo, Jr.)
practices corporate and securities law and is a shareholder in the law firm of
Greenberg Traurig, P.A. I frequently recommend him as legal counsel to my
clients. While my recommendation is based upon his abilities and reputation, I
invite you to check his credentials independently. Frank always insists that I
disclose this at the outset of every new engagement. Additionally, as you are
aware I am a founding stockholder in the Company. This letter should confirm
that the consulting arrangement is separate and independent of my status as a
stockholder and has been negotiated on an arms length basis between you and me.
Since the Company is in its early, early stages, I believe our relationship
will provide you an easy and affordable way to access business advice on the
matters set forth above.
Glen, I am excited and very much appreciate the opportunity to work with
you on this project. Please call me if you have any questions.
Sincerely,
/s/ Charissa Ioppolo
------------------------
Charissa Ioppolo
President
AGREED AND ACCEPTED:
Universal Tanning Ventures, Inc.
By /s/ Glen Woods
---------------------------
Name: Glen Woods
Title: President