MASTERPIECE TECHNOLOGY GROUP, INC.
455 Wards Corner Road ~ Loveland, Ohio 45140 ~ 513-831-6647 ~ FAX 513-831-5633
Mr. Jim Parsons July 13, 2000
500 108th Avenue NE
Suite 1710
Bellevue, WA 98004
Dear Mr. Parsons,
The purpose of this letter is to reaffirm Jim Parsons ("Advisor") the
appointment by the Board of Directors to act as legal advisor to MTG in
connection with Company issues relating to SEC filing requirements, corporate
documents, merger documents and other matters as may relate to corporate legal
concerns. 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 corporate legal matters;
(b) if requested by the Board, Advisor will assist the Board with the following:
(i) a evaluation of the company legal status; and
(ii) directed work as appropriate for the further development of appropriate
legal structures as related to acquisitions and joint ventures; and
(iii) Advisor will provide such other legal advice to the Board directly related
to industry standards and structures as described above and as may reasonably be
requested by Board.
1. The Opinions will be prepared in accordance with the professional judgment of
the Advisor and will comply with applicable securities law requirements. The
Advisor and its counsel will discuss with the Board and its counsel policy
requirements before delivering the Opinions. Any advice or opinions (including
the Opinions) to be provided by us hereunder will be made subject to and will be
based upon such limitations, qualifications and reservations as the Advisor, in
its judgment, deems necessary or prudent in the circumstances.
2. None of the Opinions or any of our 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 Opinion in the particular document as described in the consent,
and will not extend to 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 the candidate will be provided to us, directly or indirectly, orally or in
writing, by you or your respective agents and advisors in connection with the
Opinions 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 legal 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. The Company will provide to Advisor current drafts and final copies, as soon
as they become available, of all disclosure documents filed or to be filed by or
on behalf of the Company. However, the Advisor will have no responsibility for
the form or content of the documentation, other than with respect to the
Opinions or summaries thereof, and the description of our services undertaken
pursuant to the terms of this engagement letter. Advisor will be entitled at any
time to withdraw, amend or supplement the Opinions in the event that Advisor
reasonably concludes that there has been a material change in the factors upon
which such Opinions are based and that, accordingly, there has been a material
change in the Valuation following the dates thereof and prior to the completion
of the acquisition.
6. In consideration for our services hereunder, the Company will pay the Advisor
Thirty Five Thousand Shares (35,000) of free trading MTG stock.
7. 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.
8. 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.
9. The term of this agreement will be for a period beginning as of the date of
your acceptance of this Agreement and ending on July 13, 2001.
10. This Agreement will be governed by and construed in accordance with the laws
of the State of Ohio.
11. The invalidity or unenforceability of any provision of this Agreement will
not affect the validity or unenforceability of any other provisions of this
Agreement.
12. 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 Jim Parsons, Advisor
Masterpiece Technology Group, Inc.
