January 14, 1999
Brendan G. Elliot
11 Chambers Street
Princeton, NJ 08542
Re: Memorandum of Understanding: Placement Agent and Financial Advisory Engagement
Board of Directors
We are pleased to submit the following proposal whereby R.K. Grace & Company agrees to act as placement
agent and financial advisor ("Agent/Advisor") to Fullcomm, Inc. ("Fullcomm" or the "Company"), for purposes of
this Agreement, Fullcomm shall be deemed to include all affiliates of the Company. As Agent/Advisor, R.K.
Grace & Company will provide strategic and financial advisory services including arranging debt and/or equity
capital for the Company. The services described herein shall be collectively referred to as the "Engagement".
1. Fullcommm Objectives
It is our understanding that Fullcomm's objectives with respect to its future strategic development include the
(i) to have Agent/Advisor review the final offering memorandum.
(ii) to offer and sell up to USD $3 million or such other amount as agreed upon, in a private placement (the
"financing") of common stock of the Company, $.01 par value (the "securities"). Such private placement shall be
pursuant to an exemption from registration under all applicable federal and state securities laws and regulations,
including, but not limited to, Rule 506 promulgated under Regulation D of the Securities Act of 1933, and such
private placement shall only be made to accredited investors defined under Rule 501(a) thereunder.
(iii) to file a registration statement within the next eighteen months to do an initial public offering of securities.
(iv) to establish relationships with investors to purchase the Securities, and/or a strategic partner whose
investment goals, objectives, operating philosophy, strategic direction or business are consistent with those of
2. General Services to be provided by the Agent/Advisor
The Agent/Advisor shall provide various financial advisory and investment banking servi