MASTERPIECE TECHNOLOGY GROUP, INC.
455 Wards Corner Road ~ Loveland, Ohio 45140 ~ 513-831-6647 ~ FAX 513-831-5633
Mr. Jules Pagano
1000 Connecticut Ave.NW
Suite 1106
Washington, DC 20036
Fax (202) 833-2286
Dear Mr. Pagano,
The purpose of this letter is to confirm Jules Pagano ("Advisor") the
appointment by the Board of Directors to act as union advisor to MTG in
connection with Company issues relating to union politics and activity as it may
relate to corporate concerns and marketing activity. The board also confirms
that the Advisor is being retained hereunder by and solely for the benefit of
the Board of MTG and not by any third parties, including the Company's
shareholders. In connection with our engagement the Advisor will provide the
following services:
(a) will provide advice to the Board, from time to time as it may request,
on matters relating to union matters;
(b) if requested by the Board, Advisor will assist the Board with the
following:
(i) an evaluation of the company's approach to union issues; and
(ii) directed work as appropriate for the further development of
appropriate union relationships as are related to joint sales and marketing
activities; and
(iii) Advisor will provide such other advice to the Board directly
related to union standards and structures as described above and as may
reasonably be requested by Board.
1. The information provided will be in accordance with the professional judgment
of the Advisor and will comply with applicable securities law requirements. Any
advice or opinions provided to us hereunder will be made subject to and will be
based upon such limitations, qualifications and reservations as the Advisor, in
his judgment, deem necessary or prudent in the circumstances.
2. None of the opinions or any other oral or written opinions or advice,
(including the contents of any materials provided by the Advisor and any oral or
written presentation to the Board made by the Advisor) in connection with this
engagement is to be used, reproduced, published or distributed in whole or in
part to any third party without the prior written consent of the Advisor
(except as required by applicable securities law requirements and then only
after consultation with the Advisor). Such consent will extend only to the
disclosure of the specific advice to the board and any subsequent disclosure in
any other document needed for circulation. Any document prepared by or on
behalf of the Board will be in form and substance satisfactory to the Advisor
and its counsel and will be provided to the Advisor and its counsel for review.
3. You and the Board further acknowledge that you and the Board, respectively,
will use your best efforts to ensure that all information concerning the Company
and selected union organizations that will be directed to us, orally or in
writing, by you or your respective agents and advisors will be accurate and
complete in all material respects and will not be misleading in any material
respect.
4. In connection with the performance of advisory services hereunder, Advisor
will keep confidential and will use only for the purpose of performing the
services described herein all information, whether written or oral, acquired
from the Board and the Company in connection with our work hereunder, except:
(iv) information which was available to the public prior to the engagement or
which thereafter becomes available to the public other than through a breach by
parties of obligations hereunder; (v) information which was known to Advisor
prior to the engagement; and (vi) information which Advisor is required to
disclose by law (including applicable securities law requirements) or in
connection with legal process or legal or regulatory proceedings. Advisors
obligation under this section will survive the completion of this engagement.
5. In consideration for services hereunder, the Company will:
* Pay the Advisor Five Thousand (5,000) shares of MPTG restricted stock.
* Pay all reasonable expenses of the Advisor that are related to functions
performed as applicable to MPTG functions. Expenses shall be submitted and
approved by MPTG prior to reimbursement.
* Pay Advisor One Thousand (1,000) dollars per month for his services.
* Pay Advisor fees to be determined based upon referral activity that leads the
company to successful sales and marketing opportunities and revenue.
6. The Company agrees to indemnify and hold the Advisor to the fully extent
permitted by law, harmless from and against any and all losses, claims, actions,
suits, proceedings, damages, liabilities or expenses of whatsoever nature or
kind (collectively, "Losses"), to which an Indemnified Party may become subject
by reason of the performance of professional services rendered hereunder.
7. If Advisor is requested to perform services in addition to those described
above, the terms and conditions relating to such services will be outlined in a
separate letter agreement and the fees for such services will be negotiated
separated and in good faith and will be consistent with fees paid for similar
services.
8. The term of this agreement will be for a period beginning as of the date of
your acceptance of this Agreement and ending on December 31, 2000.
9. This Agreement will be governed by and construed in accordance with the laws
of the State of Ohio.
10. The invalidity or unenforceability of any provision of this Agreement will
not affect the validity or unenforceability of any other provisions of this
Agreement.
11. The Agreement resulting from acceptance of this letter constitutes the
entire agreement between the parties with respect to the services described
herein and supersedes any prior agreements or understandings made between the
parties with respect thereto. No modification or amendment to this Agreement
will be valid or binding unless set forth in writing and duly executed by the
parties hereto. If the foregoing correctly reflects the basis upon which the
Company agrees to retain the Advisor, please sign and return one copy of this
Agreement to us.
_________________________ _________________________
Newell Crane, CEO Jules Pagano, Advisor
Masterpiece Technology Group, Inc.
