Exhibit 10.4
(MARKETSHARE RECOVERY LETTERHEAD)
July 1, 2003
X. Xxxxxxxxx
(address)
Re: Consulting and Marketing Letter Agreement.
Dear Xx. Xxxxxxxxx:
This letter shall serve as an agreement (this "Agreement")
by and between Xxxxxx Xxxxxxx, a natural person ("Consultant") and
MarketShare Recovery, Inc. with offices at 00 Xxxxxxxxxxx Xxxx,
Xxxxx 000 Xxxxxxxx, Xxx Xxxx 00000 ("Company") whereby Consultant
will provide consulting, promotional and marketing services for
Company, in accordance with the terms set forth below.
CONSULTING
CONSULTANT will consult with Company to discuss Company's
business model, financing strategies, merger and acquisition
opportunities and strategic partnerships, lead generation and other
business opportunities.
PAYMENT
In consideration of the foregoing services performed by
CONSULTANT, valued at seven thousand, five hundred dollars ($7,500)
the Company shall, within thirty (30) days of Company's execution of
this Agreement or as soon as practicable, issue to CONSULTANT Three
Hundred and Forty-nine Thousand (349,000) fully-paid, non-assessable
shares of Company's restricted common stock (the "Shares") (OTCBB
symbol: HLLS). Said issuance of the Company's restricted common
stock is calculated and is to be issued based on the anticipated
corporate structure post reverse stock split not subject to dilution
or any other subsequent reclassifications of the Company's common
stock which may occur as a result of the recently executed business
combination.
REPRESENTATIONS AND INDEMNITY
This Agreement shall create a binding agreement for the
Consulting Services, and each party agrees to be bound by the
terms and conditions contained herein. Each party represents and
warrants to the other that it has the right to enter into this
Agreement, and has the ability to perform its obligations hereunder.
Each party further represents and warrants that the Campaign, as
developed by CONSULTANT and approved by Company, will not violate
any applicable laws and/or regulations.
Each party shall, at its own expense, indemnify, defend,
And Hold harmless the other party and its affiliates from and
against any claim, actions, liabilities, and damages, and any
costs or expenses incurred in defending against same (including
reasonable attorneys' fees), arising from any breach or alleged
breach of the indemnifying party's representations and warranties.
GENERAL
Neither party may disclose the terms of this Agreement
to any third party without the other's prior written consent
unless compelled to do so in any action or other legal proceeding
or unless otherwise required by law. Neither party shall be liable
for failure to perform its obligations under this Agreement in the
event of an Act of God, action by any governmental or quasi-
governmental entity, fire, flood, insurrection, riot, explosion,
power interruption or any condition beyond the reasonable control
of the party affected by any such act. The laws of the State of
New York shall govern this Agreement and any action involving this
Agreement shall be brought in Suffolk County, and not elsewhere.
This Agreement supercedes all prior or contemporaneous agreements
between the parties concerning the subject matter herein.
Xx. Xxxxxxxxx, we look forward to starting our business
relationship together. If the foregoing meets with your approval,
please execute this Agreement below and fax it to my attention at
(000) 000-0000.
Best Regards,
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
President and Chief Executive Officer
MarketShare Recovery, Inc.
AGREED AND ACCEPTED
AS OF JULY 1, 2003 BY:
X. Xxxxxxxxx
("Consultant")
By: /s/ X. Xxxxxxxxx
--------------------------------
Name: X. Xxxxxxxxx
Social Security Number:
