Pegasus Capital
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Merchant Banking
May 7, 2003
James M. Farinella
T & G2, Inc.
65 La Grande Ave.
Berkeley Heights, NJ 07922
ENGAGEMENT LETTER
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Dear Mr. Farinella:
This engagement letter shall serve to set forth the terms upon which Pegasus
Capital ("Pegasus") will render to Point Group Holdings, Inc. (the "Company")
certain advisory services. On the basis of discussions held between Pegasus and
the Company, subject to due diligence as described hereafter, Pegasus agrees to
act as the Company's Consultant and Representative to assist in providing the
Company, on a "best efforts" basis, the following:
o Advisory Services. Pegasus shall act as the Company's non-exclusive
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representative, with respect to matters relating the Company's business
development in the United States and Europe, as related to this specific
Agreement. At the option of either party, this Agreement may be terminated
within 10 days written notice.
Pegasus shall identify strategic partners for the expansion of the
Company's products and services, assist in any corporate re-structuring,
and help introduce the Company to strategic partners who will promote the
Company's products and services, and improve the corporate image.
With regards to the above, it understood that the Company may have
intentions in pursuing other options in which the Company and Pegasus will
discuss more definitive terms for all alternative options for the purpose
of this Agreement.
o Term. The advisory relationship shall commence upon the execution of this
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engagement letter and shall expire 360 business days thereafter, unless
otherwise agreed upon by all parties.
o Compensation to Pegasus. Pegasus will receive the following items of
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compensation for the services rendered hereunder:
1. The Company shall issue to Raymond J. McNamee, its Managing Partner,
options to purchase common shares issued under S-8 as follows:
a) 1,750,000 shares at an exercise price of $0.03 per share for
a period of 90 days
b) 1,750,000 shares at an exercise price of $0.05 per share for
a period of 120 days, and
c) 1,000,000 shares at an exercise price of $0.075 per share
for a period of 180 days.
5311 Residencia, Newport Beach, CA 92660 (949) 706-0141
o Expenses. Each party shall be responsible for any expenses it may incur.
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o Indemnity.
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1. The Company agrees to indemnify and hold Pegasus and its employees,
officers, directors, agents, attorneys, and accountants free and
harmless from any liability, cost and expense, including attorney's
fees, in the event of a material breach of any of the Company's
representations and warranties contained herein.
2. Pegasus agrees to indemnify and hold harmless the Company and its
employees, officers, directors, agents, attorneys, and accountants
free and harmless from any liability, cost and expense, including
attorney's fees, in the event of a material breach of any of the
Pegasus 's representations and warranties contained herein.
o Choice of Laws and Arbitration. This agreement shall be construed pursuant
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to the laws of the state of California. Any controversy arising thereunder
shall be resolved by arbitration pursuant to the rules of the American
Arbitration Association.
o Confidentiality. Each party agrees that during the course of this
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Agreement, information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to, product and
business plans, software, technical processes and formulas, source codes,
product designs, sales, costs and other unpublished financial information,
advertising revenues, usage rates, advertising relationships, projections,
and marketing data ("Confidential Information"). Confidential Information
shall not include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of the
public domain through a source other than the receiving party, (b) was
known to the receiving party as of the time of its disclosure, (c) is
independently developed by the receiving party , or (d) is subsequently
learned from a third party not under a confidentiality obligation to the
providing party.
o Due Diligence by Pegasus. Pegasus will complete its initial due diligence
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by reviewing the Company's Business Plan, interviewing senior management
and reviewing current financial statements and projections; however,
Pegasus is authorized to conduct such further due diligence as Pegasus
feels necessary during the term of the Engagement.
AGREED TO AND ACCEPTED this _____ day of May, 2003
Pegasus Capital, Inc. T & G2, Inc.
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By: Raymond J. McNamee By: James M. Farinella
Its: Managing Partner Its: Chief Executive Officer
5311 Residencia, Newport Beach, CA 92660 (949) 706-0141
ATTACHMENT A
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It is hereby acknowledged that the compensation for the services identified
in the foregoing Agreement will be in the form of T&G2, Inc. Class A Common
Stock registered on From S-8. Accordingly, the Consultant represents that the
services to be performed under the Agreement are eligible services as required
by Form S-8, and that the stock, when issued, must be issued in the name of a
"natural person" as defined by the applicable securities laws.
The Consultant represents that none of the compensation received hereunder
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is for promoting or maintaining a market in the stock of T&G2, Inc. The
Consultant, under the terms of this Agreement is not being retained to find
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investors; provide investor relations or shareholder communication services;
promote T&G2, Inc.'s stock through newsletters; or as part of a capital raising
scheme.
Additionally, the Consultant represents that, with regard to the stock to
be registered as compensation for the services rendered hereunder, (i) neither
T&G2, Inc., or a promoter of its stock, will direct the resale in the public
market of the stock received under this Agreement as compensation; and (ii)
T&G2, Inc. will not receive any portion of the proceeds of the resale of the
stock issued as compensation hereunder.
The Consultant acknowledges that T&G2, Inc., and its counsel, will rely on
these representations when filing the Form S-8 to register the shares that are
received as compensation.
CONSULTANT
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