-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wy412xBxOZrPt4mwfnEgJ/jJyGfAhMuhe7hVLs5MhVhOlXLJEi3LQOKZ/ge4PGas zISluUjWR8892Qq9W9w95A== 0001019056-09-000758.txt : 20090729 0001019056-09-000758.hdr.sgml : 20090729 20090729172726 ACCESSION NUMBER: 0001019056-09-000758 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090729 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090729 DATE AS OF CHANGE: 20090729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARKVIEW GROUP INC CENTRAL INDEX KEY: 0001394120 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53491 FILM NUMBER: 09971206 BUSINESS ADDRESS: STREET 1: 21301 POWERLINE ROAD STREET 2: SUITE 103 CITY: BOCA RATON STATE: FL ZIP: 33433 BUSINESS PHONE: 561-789-4162 MAIL ADDRESS: STREET 1: 21301 POWERLINE ROAD STREET 2: SUITE 103 CITY: BOCA RATON STATE: FL ZIP: 33433 8-K 1 parkview_8k.htm FORM 8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported) July 29, 2009

 

 

 

 

 

THE PARKVIEW GROUP, INC.


(Exact name of registrant as specified in Charter)

 

 

 

 

 

Delaware

 

000-53491

 

65-0918608


(State or other Jurisdiction of

 

(Commission file no.)

 

(IRS employer

incorporation)

 

 

 

identification no.)

 

 

 

 

 

21301 Powerline Road, Suite 103, Boca Raton, FL

 

33433


(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:


(561) 789-4162

 

Not Applicable


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Forward Looking Statements

This Form 8-K and other reports we file from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to us or our management identify forward looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) relating to our industry and our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this report.

 

 

Item 8.01

Other Events.

The Registrant has secured four (4) new consulting client accounts, entering into separate consulting services agreements made in the ordinary course of our business, with each engagement to take effect on August 1st 2009. In each case, we have agreed to undertake and provide management consulting services which may include, but will not necessarily be limited to, client corporate financing activities, client marketing planning, client assistance with negotiation of contracts and recommendations with respect to the client’s retention of legal, accounting and other professional services needed. In exchange for our agreement to provide our consulting services to the respective clients, we will receive a monthly non-refundable retainer from each client and will bill them for our specific services as rendered, on an hourly basis.

On July 21st 2009, we entered into a consulting services agreement with Wrol-Up Shutters and Shades, Inc. Wrol-Up manufactures, markets and installs storm shutters and shades.

On July 23rd 2009, we entered into a consulting services agreement with Vault Metals, Inc. Vault Metals trades precious metals.

On July 28th 2009, we entered into a consulting services agreement with Atlantic Medical Solutions, LLC. Medical Solutions markets medical products.

On July 29th 2009, we entered into a consulting services agreement with 3GFI, LLC. 3GFI markets commercial loans.

2



 

 

Item 9.01

Financial Statements and Exhibits.


 

 

 

Exhibit

 

Description

 

 

 

 

 

 

10.1

 

Consulting Agreement with 3GFI, LLC.

10.2

 

Consulting Agreement with Wrol-Up Shutters & Shades, Inc.

10.3

 

Consulting Agreement with Gold Vault Metals, Inc.

10.4

 

Consulting Agreement with Atlantic Medical Solutions, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on current Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

THE PARKVIEW GROUP, INC.

 

 

 

By:  

/s/ Richard B. Frost

 

 

 

 

 

Richard B. Frost, Chief Executive Officer

 

 

 

Dated: July 29, 2009

 

 


3


EX-10.1 2 ex10_1.htm EXHIBIT 10.1

Exhibit 10.1

CONSULTING AGREEMENT

          This Consulting Agreement (the “Agreement”) has been entered into between 3GFI, LLC (the “Company”), a limited liability corporation maintaining its principal place of business in Boynton Beach, Florida and The Parkview Group, Inc. (the “Consultant”), a Delaware corporation maintaining its principal place of business in Boca Raton, Florida, in order to memorialize the agreement between the Company and the Consultant as of this 1st day of August 2009.

          Whereas, the Company is principally engaged in the business of providing and marketing commercial loans to customers;

          Whereas, the Consultant possesses experience and business expertise in the areas of marketing and finance;

          Whereas, the Company desires to avail itself of the services of the Consultant, and the Consultant desires to provide such services to the Company, and;

          Whereas, the Company and the Consultant each expect to benefit from the carrying out of the subject matter of the Agreement;

          Now, therefore, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant hereby agree as follows:

 

 

 

 

1.

Engagement The Company hereby engages the Consultant, and the Consultant hereby accepts such engagement and agrees to use its best efforts in a good and businesslike manner to provide services to the Company in accordance with the terms of the Agreement. The Company acknowledges that the Consultant may provide similar services and consulting advice of the type contemplated by this Agreement to others and that nothing herein contained shall be construed to limit or restrict the Consultant in conducting such business with respect to others, or rendering such advice to others.

 

 

 

 

2.

Services The Consultant shall provide consulting advice to the Company as specified below at the request of the Company, provided the Consultant shall not be required to undertake duties beyond its scope of ability. In performance of these duties, the Consultant shall provide the Company with the benefit of its best judgment and efforts, and the Company acknowledges that the Consultant cannot guarantee any particular outcome as a consequence of its efforts and advice. The Consultant’s services may include, but will not necessarily be limited to (1) advice relating to corporate financing activities; (2) developing marketing plans for providing commercial loans to customers; (3) assisting with the negotiation of contracts between the Company and its suppliers; and (4) providing recommendations with respect to legal, accounting, and other professionals retained by the Company.




 

 

 

 

3.

Term The term of the Agreement shall commence on the 1st day August 2009, and shall continue for a continuous period of twelve (12) months thereafter. However, the Agreement may be terminated by either the Company or the Consultant upon the receipt of thirty (30) days prior written notice from the other party.

 

 

 

 

4.

Remuneration The Company shall pay to the Consultant for the services to be rendered hereunder a non-refundable $500.00 retainer on the 1st day of each month. The Consultant shall provide services to the Company at the rate of $200.00 per hour, and the Company shall be billed on a monthly basis for the total number of hours Consultant personnel provided to the Company multiplied by the hourly rate of $200.00 per hour.

 

 

 

 

5.

Expenses The Company shall promptly reimburse the Consultant for out-of-pocket expenses that it incurs in the performance of its services hereunder upon the presentation of a properly documented invoice for such expenses. However, any one expense equal to or greater than $100 must be pre-approved by the Company.

 

 

 

 

6.

Capacity The services of the Consultant to be provided pursuant to the Agreement shall be performed for the benefit of the Company in the capacity of an independent contractor, and no employee or agent of the Consultant shall be considered, at any time that the Agreement is in force, to be an employee of the Company.

 

 

 

 

7.

Waiver The failure of either party to insist, in one or more instances, upon the performance of any of the terms, covenants, agreements, or conditions of the Agreement, or to exercise any rights hereunder, shall not be construed as a waiver or relinquishment of such party’s right to insist upon the future performance of such term, covenant, agreement, or condition, or to the future exercise of any such right, and the obligations of the other party with respect to such future performance shall continue in full force and effect.

 

 

 

 

8.

Severability If any provision of the Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of the Agreement shall not be affected thereby and shall remain in full force and effect as if the invalidated provision had not been included herein.

 

 

 

 

9.

Notice Any notice required or desired to be given pursuant to the Agreement shall be in writing and shall be deemed given when hand delivered, or sent facsimile and responded to by the other party, or deposited, postage paid, in the United States certified mail, return receipt requested, at the addresses set forth below or at such subsequent address provided by the parties;


2



 

 

 

 

If to the Company:

3GFI, LLC

 

 

Mark Gaylinn, Chief Executive Officer

 

 

6909 Cobia Circle

 

 

Boynton Beach, FL 33437

 

 

Fax #: (888) 317-1996

 

 

If to the Consultant:

The Parkview Group, Inc.

 

 

Richard B. Frost, President

 

 

21301 Powerline Road, Suite 103

 

 

Boca Raton, FL 33433

 

 

Fax #: (561) 558-1189


 

 

 

 

10.

Applicable Law The Agreement shall be governed by and construed in accordance with the laws of Florida. Venue in any dispute arising hereunder shall be in the federal or state courts located in and for Palm Beach County, Florida.

 

 

11.

Assignment The Agreement may not be assigned by the Company or by the Consultant without the prior written consent of the other party.

 

 

12.

Entire Agreement The Agreement constitutes the entire agreement and understanding between the parties. It may only be amended in writing by the parties hereto. Any and all prior agreements and/or understandings relating thereto are superseded in their entirety by the Agreement.

          In Witness Whereof, the Company and the Consultant have executed the Agreement as of the day, month, and year first written above.

 

 

 

 

 

As to the Company:

As to the Consultant:

3GFI, LLC

The Parkview Group, Inc.

 

 

 

By:

/s/ Mark Gaylinn

By:

/s/ Richard B. Frost

 

 

 

 

 

 

Mark Gaylinn, Chief Executive Officer

 

Richard B. Frost, President


3


 

EX-10.2 3 ex10_2.htm EXHIBIT 10.2

Exhibit 10.2

CONSULTING AGREEMENT

          This Consulting Agreement (the “Agreement”) has been entered into between Wrol-Up Shutters & Shades, Inc. (the “Company”), a Florida corporation maintaining its principal place of business in Fort Lauderdale, Florida, and The Parkview Group, Inc. (the “Consultant”), a Delaware corporation maintaining its principal place of business in Boca Raton, Florida, in order to memorialize the agreement between the Company and the Consultant as of this 21st day of July 2009.

          Whereas, the Company is principally engaged in the business of manufacturing, marketing, and installing storm shutters and shades;

          Whereas, the Consultant possesses experience and business expertise in the areas of marketing and finance;

          Whereas, the Company desires to avail itself of the services of the Consultant, and the Consultant desires to provide such services to the Company, and;

          Whereas, the Company and the Consultant each expect to benefit from the carrying out of the subject matter of the Agreement;

          Now, therefore, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant hereby agree as follows:

 

 

 

 

1.

Engagement The Company hereby engages the Consultant, and the Consultant hereby accepts such engagement and agrees to use its best efforts in a good and businesslike manner to provide services to the Company in accordance with the terms of the Agreement. The Company acknowledges that the Consultant may provide similar services and consulting advice of the type contemplated by this Agreement to others and that nothing herein contained shall be construed to limit or restrict the Consultant in conducting such business with respect to others, or rendering such advice to others.

 

 

 

 

2.

Services The Consultant shall provide consulting advice to the Company as specified below at the request of the Company, provided the Consultant shall not be required to undertake duties beyond its scope of ability. In performance of these duties, the Consultant shall provide the Company with the benefit of its best judgment and efforts, and the Company acknowledges that the Consultant cannot guarantee any particular outcome as a consequence of its efforts and advice. The Consultant’s services may include, but will not necessarily be limited to (1) advice relating to corporate financing activities; (2) developing marketing plans for providing commercial loans to customers; (3) assisting with the negotiation of contracts between the Company and its suppliers; and (4) providing recommendations with respect to legal, accounting, and other professionals retained by the Company.



 

 

 

 

3.

Term The term of the Agreement shall commence on the 1st day August 2009, and shall continue for a continuous period of twelve (12) months thereafter. However, the Agreement may be terminated by either the Company or the Consultant upon the receipt of thirty (30) days prior written notice from the other party.

 

 

 

 

4.

Remuneration The Company shall pay to the Consultant for the services to be rendered hereunder a non-refundable $500.00 retainer on the 1st day of each month. The Consultant shall provide services to the Company at the rate of $200.00 per hour, and the Company shall be billed on a monthly basis for the total number of hours Consultant personnel provided to the Company multiplied by the hourly rate of $200.00 per hour.

 

 

 

 

5.

Expenses The Company shall promptly reimburse the Consultant for out-of-pocket expenses that it incurs in the performance of its services hereunder upon the presentation of a properly documented invoice for such expenses. However, any one expense equal to or greater than $100 must be pre-approved by the Company.

 

 

 

 

6.

Capacity The services of the Consultant to be provided pursuant to the Agreement shall be performed for the benefit of the Company in the capacity of an independent contractor, and no employee or agent of the Consultant shall be considered, at any time that the Agreement is in force, to be an employee of the Company.

 

 

 

 

7.

Waiver The failure of either party to insist, in one or more instances, upon the performance of any of the terms, covenants, agreements, or conditions of the Agreement, or to exercise any rights hereunder, shall not be construed as a waiver or relinquishment of such party’s right to insist upon the future performance of such term, covenant, agreement, or condition, or to the future exercise of any such right, and the obligations of the other party with respect to such future performance shall continue in full force and effect.

 

 

 

 

8.

Severability If any provision of the Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of the Agreement shall not be affected thereby and shall remain in full force and effect as if the invalidated provision had not been included herein.

 

 

 

 

9.

Notice Any notice required or desired to be given pursuant to the Agreement shall be in writing and shall be deemed given when hand delivered, or sent facsimile and responded to by the other party, or deposited, postage paid, in the United States certified mail, return receipt requested, at the addresses set forth below or at such subsequent address provided by the parties;


2


 

 

 

 

If to the Company:

Wrol-Up Shutters & Shades, Inc.

 

 

Frank Pellegrino, President

 

 

3960 N. Andrews Avenue

 

 

Fort Lauderdale, FL 33309

 

 

Fax No.: (954) 564-1380

 

 

 

 

If to the Consultant:

The Parkview Group, Inc.

 

 

Richard B. Frost, President

 

 

21301 Powerline Road, Suite 103

 

 

Boca Raton, FL 33433

 

 

Fax #: (561) 558-1189


 

 

 

 

10.

Applicable Law The Agreement shall be governed by and construed in accordance with the laws of Florida. Venue in any dispute arising hereunder shall be in the federal or state courts located in and for Palm Beach County, Florida.

 

 

 

 

11.

Assignment The Agreement may not be assigned by the Company or by the Consultant without the prior written consent of the other party.

 

 

 

 

12.

Entire Agreement The Agreement constitutes the entire agreement and understanding between the parties. It may only be amended in writing by the parties hereto. Any and all prior agreements and/or understandings relating thereto are superseded in their entirety by the Agreement.

          In Witness Whereof, the Company and the Consultant have executed the Agreement as of the day, month, and year first written above.

 

 

 

 

 

As to the Company:

 

As to the Consultant:

Wrol-Up Shutters & Shades, Inc.

 

The Parkview Group, Inc.

 

 

 

 

 

By:

/s/ Frank Pellegrinio

 

By:

/s/ Richard B. Frost

 

 

 

 

 

 

Frank Pellegrino, President

 

 

Richard B. Frost, President


3


EX-10.3 4 ex10_3.htm EXHIBIT 10.3

Exhibit 10.3

CONSULTING AGREEMENT

          This Consulting Agreement (the “Agreement”) has been entered into between Gold Vault Metals, Inc. (the “Company”), a Florida corporation maintaining its principal place of business in Fort Lauderdale, Florida, and The Parkview Group, Inc. (the “Consultant”), a Delaware corporation maintaining its principal place of business in Boca Raton, Florida, in order to memorialize the agreement between the Company and the Consultant as of this 23rd day of July 2009.

          Whereas, the Company is principally engaged in the business of the trading of precious metals,

          Whereas, the Consultant possesses experience and business expertise in the areas of marketing and finance;

          Whereas, the Company desires to avail itself of the services of the Consultant, and the Consultant desires to provide such services to the Company, and;

          Whereas, the Company and the Consultant each expect to benefit from the carrying out of the subject matter of the Agreement;

          Now, therefore, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant hereby agree as follows:

 

 

 

 

1.

Engagement The Company hereby engages the Consultant, and the Consultant hereby accepts such engagement and agrees to use its best efforts in a good and businesslike manner to provide services to the Company in accordance with the terms of the Agreement. The Company acknowledges that the Consultant may provide similar services and consulting advice of the type contemplated by this Agreement to others and that nothing herein contained shall be construed to limit or restrict the Consultant in conducting such business with respect to others, or rendering such advice to others.

 

 

 

 

2.

Services The Consultant shall provide consulting advice to the Company as specified below at the request of the Company, provided the Consultant shall not be required to undertake duties beyond its scope of ability. In performance of these duties, the Consultant shall provide the Company with the benefit of its best judgment and efforts, and the Company acknowledges that the Consultant cannot guarantee any particular outcome as a consequence of its efforts and advice. The Consultant’s services may include, but will not necessarily be limited to (1) advice relating to corporate financing activities; (2) developing marketing plans for providing commercial loans to customers; (3) assisting with the negotiation of contracts between the Company and its suppliers; and (4) providing recommendations with respect to legal, accounting, and other professionals retained by the Company.



 

 

 

 

3.

Term The term of the Agreement shall commence on the 1st day August 2009, and shall continue for a continuous period of twelve (12) months thereafter. However, the Agreement may be terminated by either the Company or the Consultant upon the receipt of thirty (30) days prior written notice from the other party.

 

 

 

 

4.

Remuneration The Company shall pay to the Consultant for the services to be rendered hereunder a non-refundable $500.00 retainer on the 1st day of each month. The Consultant shall provide services to the Company at the rate of $200.00 per hour, and the Company shall be billed on a monthly basis for the total number of hours Consultant personnel provided to the Company multiplied by the hourly rate of $200.00 per hour.

 

 

 

 

5.

Expenses The Company shall promptly reimburse the Consultant for out-of-pocket expenses that it incurs in the performance of its services hereunder upon the presentation of a properly documented invoice for such expenses. However, any one expense equal to or greater than $100 must be pre-approved by the Company.

 

 

 

 

6.

Capacity The services of the Consultant to be provided pursuant to the Agreement shall be performed for the benefit of the Company in the capacity of an independent contractor, and no employee or agent of the Consultant shall be considered, at any time that the Agreement is in force, to be an employee of the Company.

 

 

 

 

7.

Waiver The failure of either party to insist, in one or more instances, upon the performance of any of the terms, covenants, agreements, or conditions of the Agreement, or to exercise any rights hereunder, shall not be construed as a waiver or relinquishment of such party’s right to insist upon the future performance of such term, covenant, agreement, or condition, or to the future exercise of any such right, and the obligations of the other party with respect to such future performance shall continue in full force and effect.

 

 

 

 

8.

Severability If any provision of the Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of the Agreement shall not be affected thereby and shall remain in full force and effect as if the invalidated provision had not been included herein.

 

 

 

 

9.

Notice Any notice required or desired to be given pursuant to the Agreement shall be in writing and shall be deemed given when hand delivered, or sent facsimile and responded to by the other party, or deposited, postage paid, in the United States certified mail, return receipt requested, at the addresses set forth below or at such subsequent address provided by the parties;


2


 

 

 

 

If to the Company:

Gold Vault Metals, Inc.

 

 

Mark Walker, CEO

 

 

6700 N. Andrews Avenue, Suite 405

 

 

Fort Lauderdale, FL 33309

 

 

Fax No.: (954) 335-3515

 

 

 

 

If to the Consultant:

The Parkview Group, Inc.

 

 

Richard B. Frost, President

 

 

21301 Powerline Road, Suite 103

 

 

Boca Raton, FL 33433

 

 

Fax #: (561) 558-1189


 

 

 

 

10.

Applicable Law The Agreement shall be governed by and construed in accordance with the laws of Florida. Venue in any dispute arising hereunder shall be in the federal or state courts located in and for Palm Beach County, Florida.

 

 

 

 

11.

Assignment The Agreement may not be assigned by the Company or by the Consultant without the prior written consent of the other party.

 

 

 

 

12.

Entire Agreement The Agreement constitutes the entire agreement and understanding between the parties. It may only be amended in writing by the parties hereto. Any and all prior agreements and/or understandings relating thereto are superseded in their entirety by the Agreement.

          In Witness Whereof, the Company and the Consultant have executed the Agreement as of the day, month, and year first written above.

 

 

 

 

 

As to the Company:

 

As to the Consultant:

Gold Vault Metals, Inc.

 

The Parkview Group, Inc.

 

By:

/s/ Mark Walker

 

By:

/s/ Richard B. Frost

 

 

 

 

 

 

Mark Walker, CEO

 

 

Richard B. Frost, President


3


EX-10.4 5 ex10_4.htm EXHIBIT 10.4

Exhibit 10.4

CONSULTING AGREEMENT

          This Consulting Agreement (the “Agreement”) has been entered into between Atlantic Medical Solutions, LLC (the “Company”), a Florida limited liability company maintaining its principal place of business in Pompano Beach, Florida, and The Parkview Group, Inc. (the “Consultant”), a Delaware corporation maintaining its principal place of business in Boca Raton, Florida, in order to memorialize the agreement between the Company and the Consultant as of this 28th day of July 2009.

          Whereas, the Company is principally engaged in the business of providing various forms of medical solutions,

          Whereas, the Consultant possesses experience and business expertise in the areas of marketing and finance;

          Whereas, the Company desires to avail itself of the services of the Consultant, and the Consultant desires to provide such services to the Company, and;

          Whereas, the Company and the Consultant each expect to benefit from the carrying out of the subject matter of the Agreement;

          Now, therefore, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant hereby agree as follows:

 

 

 

 

1.

Engagement The Company hereby engages the Consultant, and the Consultant hereby accepts such engagement and agrees to use its best efforts in a good and businesslike manner to provide services to the Company in accordance with the terms of the Agreement. The Company acknowledges that the Consultant may provide similar services and consulting advice of the type contemplated by this Agreement to others and that nothing herein contained shall be construed to limit or restrict the Consultant in conducting such business with respect to others, or rendering such advice to others.

 

 

 

 

2.

Services The Consultant shall provide consulting advice to the Company as specified below at the request of the Company, provided the Consultant shall not be required to undertake duties beyond its scope of ability. In performance of these duties, the Consultant shall provide the Company with the benefit of its best judgment and efforts, and the Company acknowledges that the Consultant cannot guarantee any particular outcome as a consequence of its efforts and advice. The Consultant’s services may include, but will not necessarily be limited to (1) advice relating to corporate financing activities; (2) developing marketing plans for providing commercial loans to customers; (3) assisting with the negotiation of contracts between the Company and its suppliers; and (4) providing recommendations with respect to legal, accounting, and other professionals retained by the Company.




 

 

 

 

3.

Term The term of the Agreement shall commence on the 1st day August 2009, and shall continue for a continuous period of twelve (12) months thereafter. However, the Agreement may be terminated by either the Company or the Consultant upon the receipt of thirty (30) days prior written notice from the other party.

 

 

 

 

4.

Remuneration The Company shall pay to the Consultant for the services to be rendered hereunder a non-refundable $500.00 retainer on the 1st day of each month. The Consultant shall provide services to the Company at the rate of $200.00 per hour, and the Company shall be billed on a monthly basis for the total number of hours Consultant personnel provided to the Company multiplied by the hourly rate of $200.00 per hour.

 

 

 

 

5.

Expenses The Company shall promptly reimburse the Consultant for out-of-pocket expenses that it incurs in the performance of its services hereunder upon the presentation of a properly documented invoice for such expenses. However, any one expense equal to or greater than $100 must be pre-approved by the Company.

 

 

 

 

6.

Capacity The services of the Consultant to be provided pursuant to the Agreement shall be performed for the benefit of the Company in the capacity of an independent contractor, and no employee or agent of the Consultant shall be considered, at any time that the Agreement is in force, to be an employee of the Company.

 

 

 

 

7.

Waiver The failure of either party to insist, in one or more instances, upon the performance of any of the terms, covenants, agreements, or conditions of the Agreement, or to exercise any rights hereunder, shall not be construed as a waiver or relinquishment of such party’s right to insist upon the future performance of such term, covenant, agreement, or condition, or to the future exercise of any such right, and the obligations of the other party with respect to such future performance shall continue in full force and effect.

 

 

 

 

8.

Severability If any provision of the Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of the Agreement shall not be affected thereby and shall remain in full force and effect as if the invalidated provision had not been included herein.

 

 

 

 

9.

Notice Any notice required or desired to be given pursuant to the Agreement shall be in writing and shall be deemed given when hand delivered, or sent facsimile and responded to by the other party, or deposited, postage paid, in the United States certified mail, return receipt requested, at the addresses set forth below or at such subsequent address provided by the parties;


2



 

 

 

 

If to the Company:

Atlantic Medical Solutions, LLC

 

 

Jeff Ropar, Managing Member

 

 

950 N. Federal Highway, Suite 111

 

 

Pompano Beach, FL 33064

 

 

Fax No.: (954) 738-1825

 

 

 

 

If to the Consultant:

The Parkview Group, Inc.

 

 

Richard B. Frost, President

 

 

21301 Powerline Road, Suite 103

 

 

Boca Raton, FL 33433

 

 

Fax #: (561) 558-1189


 

 

 

 

10.

Applicable Law The Agreement shall be governed by and construed in accordance with the laws of Florida. Venue in any dispute arising hereunder shall be in the federal or state courts located in and for Palm Beach County, Florida.

 

 

 

 

11.

Assignment The Agreement may not be assigned by the Company or by the Consultant without the prior written consent of the other party.

 

 

 

 

12.

Entire Agreement The Agreement constitutes the entire agreement and understanding between the parties. It may only be amended in writing by the parties hereto. Any and all prior agreements and/or understandings relating thereto are superseded in their entirety by the Agreement.

          In Witness Whereof, the Company and the Consultant have executed the Agreement as of the day, month, and year first written above.

 

 

 

 

 

As to the Company:

 

As to the Consultant:

Atlantic Medical Solutions, LLC

 

The Parkview Group, Inc.

 

 

 

 

 

By:

/s/ Jeff Ropar

 

By:

/s/ Richard B. Frost

 

 

 

 

 

 

Jeff Ropar, Managing Member

 

 

Richard B. Frost, President


3


-----END PRIVACY-ENHANCED MESSAGE-----