/s/ Canon Bryan _______________________ Canon Bryan Pierre Cote ACB Analytics Faceprint Global Solutions September 25, 2006 _______________________ Date Date

ACB Analytics

Professional Services Agreement

September 2006

 

 

 

ACB Analytics

Professional Services Agreement

September 2006

 

ACB Analytics

Vancouver

Faceprint Global Solutions

1111 E. Herndon Avenue, Suite 115

Fresno, CA 93720

Attention: Pierre Cote, CEO

Dear Mr. Cote,

As per our preliminary discussion regarding the provision of financial analysis services for Faceprint Global Solutions (Faceprint), please see the terms of service and the preliminary scope of work.

1. Contract of Work

ACB Analytics (ACB) offers financial analysis services to individual and corporate clients. ACB is unincorporated and privately owned and managed by Canon Bryan of Vancouver, Canada. It is hereby proposed to enter into contract for such services as are delineated below, and as necessary on an ongoing basis, beyond those specifically addressed in this contract.

1.1. Contractual terms

Parties to this contract of work are bound by the following terms of service:

1.1.1. Confidentiality

All documents, materials, conversations are the private property of the respective parties. Parties hereto agree not to disclose any such materials to any third party without the others’ express written consent. Materials produced as a result of this contract of work are the property of Faceprint, and cannot be used by ACB without express written consent.

1.1.2. Defining the scope of work

ACB agrees not to perform any services without prior disclosure of the estimated scope of work to Faceprint. If, at any time, during performance of services, it is estimated that the preliminary scope of work will be exceeded materially, notification must be made to Faceprint.

Faceprint agrees to provide timely disclosure of work that is subject to deadline. Completion of work is subject to the availability of the resources of ACB.

1.1.3. Professional fees

Fees for corporate finance services are charged at the rate of 7% of the total amount raised as a function of ACB’s involvement. This is referred to as the Success Fee. Time sunk providing best-efforts advice, arranging introductions, presentations, negotiations, and services generally performed for the purpose of arranging financing shall be charged to Faceprint at the Professional Fee. The Success Fee does not apply to any capital provided by Cornell Capital LP or its affiliates.

 

 

1.1.4. Terms of settlement

ACB will invoice the client for the Professional Fee on the final day of every month, provided that billable hours have accrued and are outstanding. Settlement is immediately upon receipt of invoice by way of wire transfer of funds.

The quantity of S8 shares to be issued in satisfaction of the Professional Fee outstanding must be equal to the amount of the Fee divided by the close price of the shares of FCPG as quoted by Bloomberg LP on the preceding business day.

The Success Fee is due and payable upon deposit of funds from the investor.

1.1.5. Retainer

In order to secure this agreement, a retainer of 500,000 shares is hereby charged to Faceprint. Settlement of this retainer, by way of filing of an S8 Registration Statement with the SEC, is to be made immediately, and prior to the commencement of work.

Subsequent release of the shares, by way of board authorization, and any other regulatory requirements, is to be made upon performance of this agreement with a value equal to the value of the issuance. Therefore, if the value of this retainer is equal to $10,000 United States dollars, release of the shares shall be made upon performance by ACB of approximately 67 hours of work (at a rate of $150 per hour) towards this agreement.

2. Scope of work

It is not possible to determine the scope of work at this writing. I will attempt to estimate the requirements of Faceprint, with no estimation of the scope. The following is meant for discussion purposes only.

2.1. Appointment as Interim Chief Financial Officer and Principal Financial Officer

2.2. Response to SEC regarding comments to the SB-2 Registration Statement

2.3. Total scope of work

 

3. Additional services

Additional professional services that ACB can provide are listed below. This list is not exhaustive. Faceprint may request the performance of such services from time to time, in accordance with 1.1. (Contractual Terms) above.

If you are in agreement with the above terms and conditions please sign below as indicated.

Sincerely yours,  Acknowledged and Accepted

 

/s/ Canon Bryan	_______________________
Canon Bryan	Pierre Cote
ACB Analytics	Faceprint Global Solutions
September 25, 2006	_______________________
Date	Date