Amiworld, Inc. Watch

from 10-Q 13 pages (A) Assist the Company in Seeking Sources of Capital and Structuring Private Offerings of Securities of the Company Solely to a Limited Number of Accredited Investors, as That Term Is Defined in Rule 501(a) of Regulation D (“Accredited Investors”) Promulgated Under the Securities Act of 1933, as Amended (The “Act”), Which Capital Is Currently Contemplated to Be in the Form of $15 Million in Indebtedness and $10 Million in Equity (As Used Herein, the Term “Equity” Shall Include Convertible Debt); (B) Assist the Company in Structuring Transactions as a Result of Which Related Companies Which Are Not Included in the Company’s Consolidated Financial Reporting Group Would Be Included in Such Group; and (C) Otherwise Assist the Company With Advancing Its Business Objectives, Including Analyzing the Company’s Business and Revenue Models and Capital Structure, and Identifying Strategic Partners. 2. in Connection With Middlebury’s Role as the Company’s Financial Advisor, Middlebury Will Familiarize Itself With the Business, Operations, Properties, Financial Condition, and Prospects of the Company. Middlebury Would Expect Its Services to Include Such Additional Lv1 1085255v3 08/07/09 Middlebury Securities LLC Amiworld, Inc. August 7, 2009 Page