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EXHIBIT 10.11
A T L A N T I C
INTERNATIONAL CAPITAL, INC.
xxx.xxxxx.xxx
February 6, 2001
Xx. Xxxx Xxxxxxxxx,
Chief Executive Officer
Metropolitan Health Networks, Inc.
000 Xxxxxxxxxx Xxx. Xxxxx, Xxxxx 0000
Xxxx Xxxx Xxxxx, XX 00000
Re: Service Agreement
Dear Xxxx:
This letter agreement (the "Agreement") will outline the terms and
conditions under which Atlantic International Capital, Inc., a Florida
corporation (the "Consultant"), and wholly owned subsidiary of Atlantic
International Capital Holdings, Ltd., a Bermuda based investment company
("XXXX"), will act as a corporate financial advisor to Metropolitan Health
Networks, Inc., a publicly owned and traded Florida corporation (the "Company").
Accordingly, and in consideration for the mutual benefit derived
herefrom and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, we agree as follows:
1. Engagement. The Company hereby engages and retains the Consultant as
a financial advisor for and on the Company's behalf to perform the Services (as
that term is hereinafter defined) and the Consultant hereby accepts such
appointment on the terms and subject to the conditions hereinafter set forth.
The Company's engagement of the Consultant shall commence with the execution of
this Agreement.
2. Services. During the twenty-four (24) month term of this Agreement
(the if Term"), the Consultant shall aid and assist the Company in connection
with a multi faceted corporate finance project comprised of enhancing the
Company's shareholder value through: (i) aiding and assisting the Company in
preparing for and causing the preparation and filing of an Initial Listing
Application with the American Stock Exchange ("AMEX"); (ii) introducing the
Company to two suitable AMEX specialists and setting direct meetings with senior
AMEX management directly in charge of new listings; (iii) introducing the
company to a minimum of 10 senior money managers, institutional investors,
accredited investors and others (the "Project"); (iv) assisting the company in
the development of a power-point presentation to present to the AMEX and
investors; and (v) assisting the company with all of its press releases to the
public as well as identifying new distribution avenues for information to the
public. The foregoing are hereinafter collectively referred to as the
"Services". The Services shall specifically exclude include the furnishing of
legal, accounting, investment or tax advice or services.
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3. Compensation. In consideration for the Services, the Company hereby
agrees to pay to the Consultant and/or to XXXX and the Consultant and XXXX
hereby accept as their respective sole compensation for the Services the
following:
A. INITIAL RETAINER. A fee of $5,000 which shall be due and
payable to the V/ Consultant in full upon the execution of this Agreement;
B. SUCCESS FEE. Within 24 hours of the listing of the
Company's common stock on the AMEX, a lump sum payment to the Consultant of
$10,000;
C. INITIAL EQUITY INTEREST. The transfer and delivery to XXXX
of an aggregate of 25,000 restricted shares to be registered within 90 days of
the execution of this agreement. These shares will be registered along with the
success equity interest of 25,000 shares of the Company's common stock, $.001
par value per share (the "Shares"). In the event certificates representing the
Shares are not registered in the name of XXXX, the same shall be accompanied by
stock power(s) endorsed in blank with Medallion signature(s) guaranteed by a
bank or brokerage firm;
D. SUCCESS EQUITY INTEREST. The transfer and delivery to XXXX
of an aggregate of 25,000 restricted shares of the Company's common stock, which
shall be registered within 90 days of issuance, $.001 par value per share (the
"Success Shares") within 24 hours of the listing of the Company's common stock
on the AMEX. In the event certificates representing the Success Shares are not
registered in the name of XXXX, the same shall be accompanied by stock power(s)
endorsed in blank with Medallion signature(s) guaranteed by a bank or brokerage
firm;
E. INCENTIVE COMPENSATION. As additional compensation, a fee
payable to the Consultant not to exceed three (3%) percent of the total amount
of capital invested in the Company by any investor(s) introduced to the Company
by the Consultant (the "Incentive Fee"). This fee shall be payable in cash at
the closing of any equity or debt financing (the "Closing"). However, at the
Consultant's option, and on five days prior written notice to the Company, the
Incentive Fee shall be payable one half in cash and one half in restricted
shares no later than 90 days after the close of any such transaction of the
Company's common stock, $.001 par value per share registered in the name of XXXX
and valued at the closing price of the Company's common stock on the day before
the Closing. In no event shall the maximum fee paid to consultant and investor
exceed 13% including cash paid and warrants issued;
F. EXPENSE REIMBURSEMENT. It is expressly agreed and
understood that the Consultant's compensation as provided herein does not
include the normal out-of-pocket expenses, including but not limited to long
distance communication, airfare, hotel lodging and meals, transportation,
express mail, etc., incurred by the Consultant in performing the Services and
carrying out the Consultant's duties under this Agreement. The Consultant agrees
to seek pre-approval from the Company for any expenses in excess of $100.00. All
invoiced expenses will be due upon submitted receipt.
4. Representations and Warranties. In order to implement the operation
of this Agreement, the Consultant and the Company hereby represent to each other
as follows:
A. The execution, delivery and performance of this Agreement,
in the time and manner herein specified, will not conflict with, result in a
breach of, or constitute a default under any existing agreement, or other
instrument to which either the Consultant or the Company is a party or by which
either the Consultant or the Company may be bound or affected;
B. The Consultant and the Company each have full legal
authority to enter into this Agreement and to perform the same in the time and
manner contemplated;
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C. The Company has taken all corporate action necessary to
ratify and approve this Agreement; and
D. The Shares, the Success Shares and any shares involved in
the Incentive Fee shall be, when issued, duly and validly issued, fully paid and
nonassessable.
5. Confidential Data.
A. Neither the Consultant nor the Company shall divulge to
others, any secret or confidential information, knowledge, or data concerning or
pertaining to the business and affairs of each other (which is identified as
being secret or confidential) obtained by either the Consultant or the Company
as a result of the Consultant's engagement hereunder, unless authorized, in
writing.
B. Similarly, neither the Consultant nor the Company shall be
required in the performance of their respective duties to divulge to any other
party or any officer, director, stockholder or employee thereof, any secret or
confidential information, knowledge, or data concerning any other person, firm
or entity (including, but not limited to, any such persons, firm or entity which
may be competitor or potential competitor of either of us) which the Consultant
or the Company may have or be able to obtain otherwise than as a result of the
relationships established by this Agreement.
6. Independent Contractors. The Consultant and the Company shall be
deemed to be independent contractors in the performance of their duties
hereunder. Neither shall, by reason of this Agreement or the performance of
their respective duties hereunder, be or be deemed to be, an employee, partner,
co-venturer or controlling person of the other and, except as specifically
authorized by this Agreement, neither shall have the power to enter into any
agreement on behalf of or otherwise bind the other. Except with respect to
confidential and proprietary information as hereinabove enumerated, neither
shall have, or be deemed to have, any fiduciary obligation or duties to any
other.
7. Laws of the State of Florida. This Agreement shall be deemed to be
made in, governed by and interpreted under and construed in all respects in
accordance with the laws of the State of Florida, irrespective of the country or
place of domicile or residence of either the Consultant or the Company. In the
event of controversy arising out of the interpretation, construction,
performance or breach of this Agreement, the Consultant and the Company hereby
agree to settle the same via arbitration, before a single arbitrator in Boca
Raton, Florida in accordance with the rules of the American Arbitration
Association.
8. Term and Termination. The term of the Agreement shall commence on
the execution hereof and shall continue until the end of the 24th month
anniversary of its execution. The Company shall have the sole right, on 30 days
prior written notice to the Consultant, to terminate this Agreement if in the
reasonable opinion of the Company's Board of Directors the Consultant is failing
to satisfactorily perform the Services. The Consultant shall have 20 business
days to cure the default enumerated in the Company's termination notice. No
termination of this Agreement shall adversely affect the Consultant's rights to
receive or retain the compensation previously earned or paid.
9. Miscellaneous. All notices that are required to be or may be sent
pursuant to the provision of this Agreement shall be sent by certified mail,
return receipt requested, or by overnight package delivery service, to the
Consultant and/or the Company at the address appearing herein, and shall count
from the date of mailing or the date after the date of the air xxxx. This
Agreement is binding upon and shall inure to the benefit of and shall be
enforceable against the Consultant and the Company, and their successors and
assigns.
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This Agreement shall not be amended or assigned without the prior
written consent of the Consultant and the Company. This Agreement is intended to
and does contain and embody herein all of the parties' understandings and
agreements, both written or oral, with respect to the subject matter of this
Agreement. There are no representations, warranties or covenants other than
those set forth herein.
If the foregoing correctly sets forth the understanding and agreement
of the Consultant and the Company, please indicate your acceptance by signing
the enclosed copy of this Agreement in the indicated space and returning the
same to the undersigned at your earliest convenience.
Very truly yours,
Atlantic International Capital, Inc.
By:
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Xxxxxxx lamunno, President
AGREED TO AND ACCEPTED:
Metropolitan Health Networks, Inc.
By:
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Xxxx Xxxxxxxxx, President
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