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Exhibit 6(c)
AGREEMENT BETWEEN
PROGRESSIVE ASSET MANAGEMENT, INC. &
SUSTAINABLE SYSTEMS, INC.
TO INITIATE PROGRESSIVETRADE,COM
AGREEMENT: Progressive Asset Management, Inc (PAM) and Sustainable Systems, Inc.
(SSI) agree to collaborate in the creation of ProgressiveTrade.com.
(ProgressiveTrade).
SUSTAINABLE SYSTEMS RESPONSIBILITIES: SSI will serve as co-founder and
development partner for ProgressiveTrade, with responsibilities to provide the
start-up entrepreneurial leadership, including:
- Production of feasibility study and, if the study is positive, a business plan
- Performance of the role of founding CEO and representation on the Board.
- Raising a minimum of $150,000 in initial capital.
- Recruitment of the balance of a Board of Directors, an Advisory Committee, and
one or more start-up consultants.
- Development of a capitalization strategy.
- Raising $1.25 million in seed capital and a 1st Round of $7 million to $10
million.
- Recruitment of a management team CEO, CFO, do, social research, and marketing.
- Consulting with the management team in the implementation of the business
plan.
- Providing guidance through alpha testing, beta testing and launch.
- Continuing as a consultant to business.
PROGRESSIVE ASSET MANAGEMENT RESPONSIBILITIES: PAM will serve as
co-founder and development partner for ProgressiveTrade with
responsibilities to include:
- The initial idea.
- Representation on the Board.
- Raising a minimum of$100,000 in initial capital.
- The broker license and the brokerage relationship(s).
- The social research strategic alliances.
- Development of the initial marketing concept and participation in its
implementation.
- Assistance in seed and 1st Round fund raising.
TIMETABLE: Both parties agree that the proposed timetable for the development of
ProgressiveTrade will be approximately as follows (subject to modification by
the feasibility study and the business plan);
- Proof of Concept Phase: including raising initial capital of $250,000,
producing a feasibility study, business plan, and capitalization plan; and
raising $1.25 million in seed capital -- 3 to 6 months
- Start-up Phase: including selection of management team negotiation of the
strategic alliances; design/testing of the prototype, including focus group
assessment; and raising $7 million to $10 million in 1st Round Capital -- 7 to
12 months.
- Rollout Phase: including launch of the system, marketing, growth, and
attainment of break-even - 16 to 20 months.
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THE DEAL: PAM and SSI agree that:
- ProgressiveTrade will be incorporated as soon as possible.
- PAM will own 70% of initial equity in ProgressiveTrade.
- SSI (including associates SSI brings in) will own 30% of initial equity in
ProgressiveTrade o As funds are raised, PAM and SSI stock will be diluted
equally and proportionately in accord with respective ownership of
ProgressiveTrade common stock.
- The founding Board of Directors will include two representatives of PAM and
one representative of SSI, and PAM will advance 70% and SSI 30%. of the
incorporation costs (i.e. legal fees, filing fees, etc.) for ProgressiveTrade.
- It is projected that ProgressiveTrade will need between $250,000 in initial
capital in hand to initiate operations.
- Once ProgressiveTrade has been incorporated, PAM will arrange for $100,000 in
initial capital to be invested in ProgressiveTrade.
- The investments via PAM will be activated once $150,000 in initial capital is
raised.
- SSI will complete the Proof of Concept Phase with the initial capital of
$250,000.
- Once the company has been incorporated and the initial $250,000 has been
raised, SSI will receive up to $15,000 per month from ProgressiveTrade for its
services during the Proof of Concept and Start-up Phases. Compensation for SSI
during the rollout phase will be negotiated at that time.
BEST EFFORTS: PAM and SSI agree that this collaboration is based on the best
efforts of each organization, and that proceeding to the Start-up Phase and the
Rollout Phase will be contingent on raising the requisite capital.
RATIFICATION: Once ProgressiveTrade has been incorporated, a new Operating
Agreement with SSI, based on this Agreement in its entirety, will be adopted by
the founding Board of Directors of the company.
TERMINATION: The new Agreement adopted by the founding Board of Directors of
ProgressiveTrade will include a clause allowing the Board to terminate the
services of SS1, however any monies owed SSI will be immediately due and payable
and SSI will continue to own its equity interest in ProgressiveTrade.
/s/ Peter Camejo /s/James Nixon
For Progressive Asset Management, Inc For Sustainable Systems, Inc
6.22.00 6.22.00
Date Date
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