Where Food Comes From, Inc. – ‘10QSB’ for 9/30/06 – EX-1

On:  Tuesday, 11/14/06, at 5:07pm ET   ·   For:  9/30/06   ·   Accession #:  1026700-6-86   ·   File #:  333-133624

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Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    17     89K 
 2: EX-1        Underwriting Agreement                                 2±     9K 

EX-1   —   Underwriting Agreement

LETTER OF INTENT

                                                                 October 1, 2006

John Saunders                                                                   
Chief Executive Officer                                                         
Integrated Management Information, Inc.                                         

Dear John:                                                                      

This is to confirm our  understanding  regarding  the retention of Pfeiffer High
Investment  Relations,   Inc.  (PHIR)  as  investor  relations  consultants  for
Integrated   Management   Information,   Inc.  (IMI).   As  investor   relations
consultants,  PHIR  will  work,  subject  to your  direction  and  that of other
representatives of senior management, on investor relations activities for IMI. 

For  providing  services,  PHIR will be paid a monthly  retainer  fee of $4,000,
payable on the first  business day of each month.  PHIR will also be  reimbursed
for all approved out-of-pocket expenses,  including, but not limited to, travel,
printing, postage, long distance, newswires and similar costs.                  

In  addition,  IMI will  convey to John  Pfeiffer  and Geoff High for a purchase
price of $40.00 a total of 400,000  warrants to purchase  400,000  shares of IMI
common  stock at an  exercise  price  of $0.83  per  warrant  / share.  Warrants
allocated as follows: John Pheiffer, 315,000, Geoff High 85,000.                

IMI will  provide  both  Pfeiffer and High with  individual  warrant  agreements
within 30 days of execution of this agreement.  All warrants will be immediately
fully vested and  irrevocable,  have a four-year  term, be  assignable  and have
cashless  exercise  provisions  as well as  demand  and  piggyback  registration
rights. Additionally,  IMI agrees to waive IMI requirements,  if any, that would
cause the  warrants to be  forfeited by Pheiffer and /or High prior to September
1, 2010,  for any reason  including,  but not  limited to,  termination  of this
consulting agreement.                                                           

In addition to providing  standard IR  services,  PHIR will be working to secure
one or more funding sources with the objective of raising additional capital for
IMI. Immediately upon the successful  completion of any equity or debt financing
by IMI which PHIR  introduces,  PHIR will be  compensated at a rate of 2% of the
total amount raised,  payable 1% in cash and 1% in warrants.  (Warrant examples:
in a $5 million debt offering,  50,000 warrants exercisable at the closing price
of the common stock on the day of offering closes).  The terms of this paragraph
will remain in force for a period of 18 months following the termination of this
Letter of Agreement as long as the eventual  funding source was dealing with IMI
during the period when PHIR was engaged with IMI under this agreement.          

In providing services, PHIR will use and rely upon information, representations,
reports  and/or  data  furnished  by IMI.  PHIR will have no  responsibility  to
determine the accuracy of any such information.  IMI agrees to defend, indemnify
and hold harmless PHIR against all losses,  claims,  damages and/or  liabilities
that arise out of PHIR's  reliance upon and authorized use of such  information,
representations, reports and/or data.                                           

This  agreement  will  commence  October  1,  2006,  and remain in force for six
months,  after which time it will continue on a month-to-month  basis and may be
terminated by either party upon 30 days written notice.  If this agreement meets
with your  approval,  please sign one copy and return to PHIR along with payment
of $4,000 for the  September 1 fee  period.  It is agreed that a fax copy of the
final executed agreement will serve as an original.                             

                                                        [Enlarge/Download Table]
                                                                                      

PHIR:  By: /s/ John Pfeiffer  Integrated Management Information  By: /s/ John Saunders
John Pfeiffer, President      John Saunders, CEO                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10QSB’ Filing		Date		Other Filings
		9/1/10
Filed on:		11/14/06		8-K
		10/1/06
For Period End:		9/30/06
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