Engagement Agreement Between Merchant Capital Corp.
Panama Industries, Inc.
This Engagement Agreement (herein the "Agreement") is entered into this 1st day of September 2001 by and
between Panama Industries, Inc. (herein the "Company") and Merchant Capital Corp. (herein the "Consultant" or
The Consultants, through considerable experience, time and effort, have created and developed, a system for
providing financial consultancy services (the "Services") to private and public companies.
The Company desires to obtain the services of the Consultants and on the basis of previous telephone
conversations and meetings between the Company and the Consultants as well as other discussions, preliminary
financial statements, initial reports submitted by the Company, and the representations that the Company has
made to the Consultants describing the Company and its principals, the present and proposed business activities
of the Company, its operations, financial condition and capital structure, and various agreements and documents
related thereto, the Consultants are willing to provide such services to the Company.
Now, Therefore, in consideration of the mutual covenants and promises contained herein, the sufficiency of which
is hereby acknowledged by each of the parties, the Company and the Consultants hereby agree as follows:
The Company hereby engages and retains the Consultants as Business Consultants/ Financial Advisors for and on
behalf of the Company to perform the Services (as that term is hereinafter defined) and the Consultants hereby
accepts such appointment on the terms and subject to the conditions hereinafter set forth and agree to use their
best efforts in providing such Services.
II. INDEPENDENT CONTRACTOR
A. The Consultants are, and in all respects are deemed to be, independent contractors in the performance of their
duties hereunder, any law of any jurisdiction to the contrary notwithstanding.
B. The Consultants wil