Brokerage Agreement

Below you will find a sample Representation and Engagement Agreement for Business Brokerage services. You will note that this Representation Agreement does not call for a specified price. We believe that you the Seller are entitled to make the determination that an offer is acceptable. We will help you determine the market value and price range of your business and real estate. Once you have all the facts together, we will reach an agreement on the asking price for you business. Many factors affect this decision. You deserve professionally prepared information on which to base your decisions. The information gathering process is a two-way street of knowledge. We as Brokers will not accept an assignment for a grossly overpriced business. On the other hand, we want to sell your business at the highest acceptable premium the market will bear. Please visit Anatomy of a Sale for a simple list outlining the sale process. When asked to take on an assignment outside the southeast United States, we prefer businesses with revenues in excess of $1,000,000.00 that have real estate included in the sale. We earn a success fee of 12% of the gross sale that is paid at the time of closing. We ask for no advance marketing fees. This will cost you nothing until you accept a satisfactory offer and the transaction is closed.

Representation and Engagement Agreement

Harold C. Hillcher, (hereinafter referred to as "Business Broker") will serve as a merger and acquisition consultant, finder and exclusive representative of , Inc. and its controlling shareholder,

(collectively, "Client") in connection with the merger or acquisition of the Client's

business known as ("the Business").

If Real Estate is included in the sale, , Owners of the real property occupied by the Business, , located at , are also Client parties to this Representation and Engagement Agreement. The legal description of the Client's real property is attached to this Representation and Engagement Agreement and incorporated by reference.

Business Broker has, by registration or association, complied with the license laws applicable to the transactions contemplated under this Representation and Engagement Agreement.

2 THE LISTING PERIOD. Client gives Business Broker the exclusive right of sale to effect a merger or acquisition for a period of three hundred sixty five (365) days beginning on the day Business Broker receives a copy of this Representation and Engagement Agreement that has been accepted (signed) by Client and shall exist and be irrevocable. Upon Client's acceptance of a contract for a merger or acquisition, all rights and obligations of this Representation and Engagement Agreement will automatically extend through the date of the actual consummation of the merger or acquisition. Client understands and agrees that the exclusive right to sale means that even if Client. or another broker, or any other person finds a purchaser, Client must still pay to Business Broker the full amount of Business Broker 's success fee.

3. MEANING OF "MERGER OR ACQUISITION", ETC. Client understands and agrees that the terms merger or acquisition and any variations as used in this Representation and Engagement Agreement include sales, leases, options, exchanges and any other disposition (or combination of dispositions) of any interest in any part of the Business and of any interest in Client and the creation of other interests involving the Business. Although the parties anticipate an outright sale of substantially all of the Business property for money, other dispositions may be available and may be acceptable to Client. Other dispositions could include sales of less than all of the Business, leases, options, exchanges and other dispositions of any of Client's interest in the Business, or of any interest in Client (share transfer. merger, stock option, subscription agreement or creation or assignment of a partnership interest, for example), or the creation of other interests involving the Business (formation of a partnership or joint venture, consulting or employment arrangement, requirements or output contracts, for example).

4. SCOPE OF SERVICES. The term "purchaser" as used in this Representation and Engagement Agreement includes purchasers, tenants, exchangers, optionees and any other categories of potential or actual transferees of any interest in any part of the Business or of any interest in Client and those involved in the creation of other interests involving the Business. Business Broker will represent and assist Client in identifying prospective purchasers and in analyzing, structuring, negotiating and effecting a merger or acquisition. Business Broker's services include:

(a) Developing (with Client) a list of prospective purchasers;

(b) Preparing a memorandum, which will describe the Client;

(c) Counseling Client as to the structure and form of the proposed Merger or acquisition;

(d) Client and Business Broker will develop and implement a marketing plan. Business Broker's marketing efforts may include advertising in newspapers, publications, computer networks or other media (and Business Broker may make and use photographs of the Business for marketing purposes) and showing the Business to prospective purchasers and others (including Business Broker's salespeople and cooperating business brokers).

(e) Counseling Client as to strategy and tactics for initiating discussions and negotiating with a prospective purchaser and participating in such discussions and negotiations;

(f) Assisting Client in negotiating a definitive acquisition agreement; and

(g) Any other activities Business Broker deems necessary and reasonable to effect the proposed merger or acquisition.

5. COMPENSATION. Client agrees to pay the following success fee to Business Broker for its services:

Twelve per cent (12%) of the total Acquisition Price if Client consummates a merger or acquisition on or before the expiration of this Representation and Engagement Agreement, regardless of whether the purchaser is procured by Business Broker, Client or any other person; or Twelve per cent (12%) of the total Acquisition Price if, within two years after the expiration of this Representation and Engagement Agreement, Client consummates a merger or acquisition with any prospect with whom Client, or Business Broker I communicated regarding the Business prior to expiration. Business Broker shall furnish Client with a list of known prospects on or about 30 days after expiration.

Business Broker 's Fee will be payable in cash at the closing of the merger or acquisition.

In the event Client shall sell or issue to a Purchaser equity securities representing less than 80% of the Client's capital stock, Business Broker 's Fee shall be twelve per cent (12%) of the total Acquisition Price

or $ , whichever is more.

"Acquisition Price" means the sum of all cash and non-cash consideration (at market or face value, whichever is higher) paid, delivered or made in connection with a merger or acquisition, including, but not only, any notes made, securities, transferred or issued, all Business property retained by Client, debts assumed or acquired, and any amounts payable to Client or any shareholders, directors, officers, personnel and others affiliated with Client under non-compete, earn out or consulting agreements (exclusive of arrangements for services actually rendered), made in connection with a merger or acquisition.

Client understands and agrees that Business Broker 's success fee will apply to all consideration given for all tangible and intangible property covered in a merger or acquisition, including, but not only: real property, inventory of goods held for sale, work in progress and materials, accounts receivable, intellectual property and records of the (including, but not only, all designs, trade names and domain names), general intangibles (including, but not only, all goodwill, going concern value, customer and supplier-based intangibles, workforce in place and contract, franchise, lease, license or other property rights) and any non-compete, earn out or consulting agreements (exclusive of arrangements for services actually rendered), made in connection with a merger or acquisition, including, but not only, those made by shareholders, directors, officers, personnel and others affiliated with Client.

6. GENERAL COOPERATION, REFERRAL AND SHOW. Client will cooperate with Business Broker in carrying out the purpose of this Representation and Engagement Agreement, including referring immediately to Business Broker all inquiries regarding the availability of the Business for a merger or acquisition. Client will make the Business available for Business Broker to show to prospective purchasers and others (including Business Broker 's salespeople and cooperating brokers) during reasonable times.

7. FURNISH ACCURATE INFORMATION. Client will provide promptly, upon request, all information and documentation reasonably deemed necessary or desirable by Business Broker in connection with performing its services. Client represents and warrants to Business Broker that all written materials and other information (for example, tax returns, financial statements, general ledger, account records, customer/supplier lists and records, profit and loss statements, equipment lists and title documents) furnished to Business Broker will be correct and complete. Client understands and agrees that this information will be used by Business Broker to market the Business to prospective purchasers and that the information will be furnished to prospective purchasers for the purposes of inducing prospective purchasers to make a merger or acquisition and that such prospective purchasers will rely on the information being correct and complete. Client understands and agrees that Business Broker intends to use (pass on to prospective purchasers, for example) the information furnished by Client without making an independent investigation into the accuracy of the information

8. ENVIRONMENTAL. Client represents (based on Client's best knowledge) that Client, the Business and the Business property are not, and have never been, in violation of any governmental requirements involving environmental or health protection.

9. DISCLOSURE OF MATERIAL FACTS. Client represents and warrants that there are no facts known to Client materially affecting the value of the Business or any Business property which are not readily observable upon non-intrusive inspection or not readily ascertainable from the written materials and other information furnished by Client. Client understands and agrees that Business Broker will disclose the above facts (and subsequently discovered/disclosed facts) to prospective purchasers. This paragraph is intended to include Client’s knowledge of any pending, current or threatened litigation that may have an affect on the Business or real property.

10. UPDATE. Client agrees that during the term of this Representation and Engagement Agreement, Client will promptly notify Business Broker of any matters affecting any of Client's representations or warranties under this Representation and Engagement Agreement.

11. INDEMNIFY. Client shall indemnify and hold harmless Business Broker from and against all liability, claims, actions, damages, fines, expenses, costs, and any other losses, including attorney's fees, incurred by Business Broker, arising as a result of or in connection with this Representation and Engagement Agreement (including, for example, alleged liability based on the relationship of the parties, breach. misrepresentation, furnishing incorrect or incomplete information, undisclosed material facts affecting the Business) or the activities, status, condition, operations, liabilities, debts or obligations of Client or the Business. This provision will survive (remain independently binding and enforceable after) termination (expiration, cancellation or completion, for example) of this Representation and Engagement Agreement.

12. DISPUTE RESOLUTION BY ARBITRATION. The parties agree that any controversy or claim arising out of or relating to this Representation and Engagement Agreement, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The parties expressly waive any challenge to the use of arbitration in accordance with this Representation and Engagement Agreement. The parties agree that the locale where the arbitration shall be held shall be in Brevard County, Florida. The award made by the arbitrators may be entered as a judgment in any court having jurisdiction. The arbitrators are directed to award the expenses of arbitration, including required travel and other expenses of the arbitrators, AAA representatives and witnesses, the filing fee, administrative fees and any other charges of the AAA, and reasonable attorney's fees and costs, to the prevailing party in the arbitration.

STATEMENT OF CONTINGENT AND LIMITING CONDITIONS. Business Broker's services constitute neither an audit nor a verification of the Client's underlying financial records. Business Broker has relied, without independent verification, on the accuracy, completeness, and fairness of all financial and other information that was publicly available or furnished to Business Broker by Client and their accountants and legal counsel. It is understood that Client is not relying on Business Broker for legal, tax or accounting advice. Business broker has neither appraised nor otherwise independently determined the value of any Business property. Due to the economic and individual motivational influences, which may affect the sale of a business interest, Business Broker makes no representations and assumes no responsibility for the actual price of any merger or acquisition. Client understands that this Representation and Engagement Agreement does not guarantee consummation of a merger or acquisition.

Client understands that Business Broker makes no representations or warranties about any purchaser or any representations or warranties other than what is contained herein.

14. CONFIDENTIALITY. Business Broker agrees to hold in strict confidentiality all proprietary information provided by you in connection with this project. We agree not to share any confidential information with persons outside of Business Broker’s office without your prior consent Your consent shall be deemed automatically given upon the prospect’s signing of a proper confidentiality agreement.

15. ACCEPTANCE. No waiver, amendment or other modification of this Representation and Engagement Agreement shall be effective unless in writing and signed by each party to be bound thereby.

THIS IS A LEGALLY BINDING CONTRACT. PLEASE READ IT CAREFULLY BEFORE SIGNING.

SELLER: Send correspondence to: ( ) HOME ( ) BUSINESS

SELLER or SELLER'S AGENT Title Date SELLER or SELLER'S AGENT Title Date

Who personally guarantee(s) performance of this Agreement by SELLER(S).

Home Address:

City: State: Zip: Home Phone:

BROKER: by:

Duly Authorized Agent Title Date

BROKER S ADDRESS:

City State Zip

I hereby acknowledge having received a true and legible copy of this Agreement on the day of , 20 .

Authorized Signature

Title