EXHIBIT 10(n)
May 16, 2001
VIA FAX ONLY TO: (702) 368-4573
Daniel Edwards, CPA
American I R Technologies, Inc.
3080 West Post Road
Las Vegas, NV 89118
Re.: Consulting and advisory services
Dear Dan,
This letter supercedes the engagement letter that I sent you on
May 15, 2001.
We here at Citadel Consulting, LLC ("CC" or "we" or "our" or
"us") sincerely appreciate the opportunity to serve American IR
Technologies, Inc. ("Client" or "you" or "your") with various
matters more specifically described below. Therefore, we would
like to confirm the basis on which we are to be engaged.
ENGAGEMENT LETTER
We are pleased to provide those consulting and advisory services
reasonably required to represent Client's interest with regard to
i) raising capital to finance the purchase of your inventory and
working capital; and, ii) recommendations with respect to your
equity and debit structure (collectively "Services").
Our Services may, subject to your approval and our review of
documents and other factors, include; the review and negotiation
of various present and future business transactions, agreements
and contracts; the discussion, review, structure, organization of
various business entities; and the oversight of various on-going
legal, accounting and operational needs and requirements.
In determining fees, we often take into account considerations
other than time, such as our requirements to forego other work in
order to direct adequate attention to the needs of the client,
the difficulty or novelty of the matter, the time limitations and
other pressures involved in performing our Services, special
expertise required and the results accomplished.
For example, if we play a material role in obtaining a result
with benefits to a client, which are disproportionate to the time
expended by us, we customarily request a fee, which more fairly
reflects the value of our services to the client.
You have advised us that you are seeking a bridge loan in the
amount of $250,000. We will use our best efforts to attempt to
obtain such loan for you. In order to do this, we need the
financial information that we discussed with you as soon as
possible. Further, you hereby authorize CC to act in an agent's
capacity on your behalf with respect to our attempt to obtain
these loan proceeds for you. Nothing contained herein will be
construed as the granting of authority to CC to bind the Client
in any form or manner whatsoever.
Our fee in this matter will be $100,000 ("Initial Fee"), which
will be paid at closing from the proceeds of any bridge loan we
raise for you, over and above the requested $250,000. The
Initial Fee will be applied as follows:
First, to a $50,000 inducement fee for CC to enter
into this Engagement Letter and for Special Services
already rendered and for future Services, which will
be negotiated in the event of a bridge loan funding;
and
Second, to a $50,000 retainer to be deposited
with CC against the Services referenced
herein above, which shall be billed against
at our then current hourly rate, which is
presently $450.00 per hour, plus out of
pocket expenses and disbursements.
If we are not successful in raising $350,000 for you (i.e.: your
capital requirements plus our initial fee), you agree to pay us a
fee of $25,000, provided however that we at last raise $200,000
for you.
We have advised you that we are not licensed or otherwise
qualified or authorized to act in the capacity of an accounting
firm, certified public accountants, tax attorneys, investment
advisors, security attorneys or advisors, or financial advisors.
You are retaining us to provide the specific consulting and
advisory Services specified herein above and CC, in the course of
rendering such Services does not offer any advice as to the
wisdom or appropriateness o any investment, tax planning, tax
strategy or tax ramifications, domestic or international in
scope, which you may have knowingly or unknowingly engaged in.
Client is, by the terms of this Engagement Letter, advised to
seek independent professional advice from individuals or firms
appropriately licensed and experienced in rendering such advice
with regard to the wisdom and viability of Client's investments,
tax strategies and planning.
CC, in performing its Services hereunder, may in its sole and
absolute discretion, engage the services of certain outside
consultants or professionals, including, but not limited to,
attorneys, certified public accountants, financial advisors, and
specialists (collectively "Professionals") to assist us in this
matter. In the event CC engages such Professionals, the costs of
such Professionals shall be paid by CC as a disbursement from the
$50,000 retainer referenced herein above, until such $50,000
retainer has been exhausted.
Nothing in this Agreement and nothing in our statements to you
will be construed as a promise or guarantee about the outcome of
you matter. We can make no such promises or guarantees. Our
discussions and comments about the outcome of your matter are
expressions of opinion only.
We do sincerely appreciate the opportunity to assist you in this
regard.
Very truly yours,
CITADEL CONSULTING, LLC
By: /s/ Paul A. Scribner
------------------------
Paul A. Scribner
For the Firm
Acknowledged and agreed this 16th day of May, 2001.
AMERICAN I R TECHNOLOGIES INC.
By: /s/ Ronald A. Ryan
------------------------
Ron Ryan, President, and
duly hereunto authorized and empowered