AGREEMENT entered into this 31st day of October, 1999 by and between
SWISSRAY INTERNATIONAL, INC. LOCATED AT 000 XXXX 00XX Xxxxxx, Xxxxx 0X, Xxx
Xxxx, Xxx Xxxx 00000, Swissray America, Inc. located at 0000 Xxxxxxxxx Xxxxx,
Xxxxx 00, Xxx Xxxxxx, Xxxxxxxxxx 00000 (such two firms hereinafter collectively
referred to as "Swissray") and Live Marketing located at 0000 Xxxxx Xxxxx, Xxxxx
000, Xxxxxxx, Xxxxxxxx 00000 (hereinafter "Live").
WHEREAS, Live has warranted and represented that they are in the
business of providing the type of services and products indicated on their
revised October 14, 1999 three page "quotation" addressed to Swissray, a copy of
which is annexed hereto, made a part hereof and marked Exhibit A; and
WHEREAS, Live warrants and represents that it will complete the
services proposed to be performed and detailed in aforesaid Exhibit A in a
timely manner and for the price indicated; and
WHEREAS, Swissray wishes to utilize Live's services in the manner set
forth in aforesaid Exhibit A for utilization by SRMI at the November 1999 RSNA
Convention to be held in Chicago.
Now therefore it is herewith agreed as follows:
1. The aforesaid October 4, 1999 Quotation (Exhibit A) hereinabove
referred to is herewith made a part of this Agreement as if fully set
forth herein and Live agrees to perform in a timely manner each of the
services enumerated therein so as to allow Swissray sufficient time so
as to accomplish in advance of commencement of the RSNA Convention.
2. Swissray agrees to compensate Live for the services referred to in
Exhibit A and Live agrees to accept such compensation in the manner set
forth herein so that total compensation shall amount to $156,180
($15,000 of which is herewith acknowledged as being already paid) and
the balance of $141,180 of which shall be paid in the following manner:
a. $20,000 payable immediately upon execution of this Agreement;
b. $50,590 shall be made through the issuance of 16,864 restrictive
shares of Swissray common stock based upon a market valuation of
$3.00 bid price;
c. Swissray acknowledges that it currently has a Registration
Statement on file with the Securities and Exchange Commission for
purposes of registering shares of its common stock and warrants.
represents and agrees that it will register the aforementioned
16,864 restrictive shares of its common stock being issued into
Live's name in its next amendment to its current Registration
Statement so that upon effectiveness of such Registration
Statement Live will be in a position, if it so desires, to sell
all or any portion of such 16,864 shares without restrictive
legend appearing thereon; and
d. The sum of $36,000 to be paid on November 15, 1999;
e. The balancer of $34,590 shall be paid on November 28, 1999; and
f. If the bid price for SRMI's common stock at market closing on
December 3, 1999 is less than $3.00 per share, SRMI agrees to
issue such additional restrictive shares to Live so that the
value thereof, based upon the last bid price on December 3,
1999, equals $50,590. Such additional shares, if and when
issued, shall similarly be included in SRMI's Registration
Statement in the same manner as heretofore indicated in
paragraph "c" of this Agreement.
SWISSRAY INTERNATIONAL, INC.
/Ueli Laupper/
BY:
Ueli Laupper, Vice President
SWISSRAY AMERICA INC.
/Ueli Laupper/
BY:
Ueli Laupper, Vice President
LIVE MARKETING
/Xxxxx Xxxxx/
` BY:
Xxxxx Xxxxx, CFO
00-0000000
Federal Tax I.D. No.