EXHIBIT 10.8
EQUITY
COMMUNICATIONS
February 12, 1998
Xx. Xxxxxx Xxxxx, President
National Boston Medical, Inc.
00 Xxxxxxx Xxxxx, Xxxxx 0
Xxxxxxx, XX 00000
Dear Xx. Xxxxx:
This letter will confirm the following agreement and understanding between
National Boston medical, Inc. (Boston) and Xxx Xxxxxxxxxx d.b.a Equity
Communications (EC) with respect to the following:
1) Boston shall retain EC and EC agrees to be retained by Boston as its
Financial Public Relations Counsel for a period of one (1) year commencing
February 16, 1998 and terminating on February 15, 1999. A total professional fee
of Sixty Thousand ($60,000) Dollars shall be payable for the one (1) year
services, which payments shall be due in increments of Five thousand ($5,000)
Dollars per month, subject to the following:
(a) Upon initial funding of moneys to Boston from any investment or
loan source in the gross amount of $250,000 or greater, an amount
equal to Five thousand ($5,000) Dollars for each month of unpaid
services rendered by EC from February 16, 1998 under this
agreement shall be paid to EC., provided said amount paid shall
not exceed ten (10%) percent of the initial funding.
2) If, as of May 15, 1998, Boston is still privately-held by the same
shareholders that own it today, if it has not been purchased, or merged, or
acquired, or reversed merged, or taken public either through a 15 C211 filing or
any other mechanism, then the Company shall have the option to terminate this
agreement upon 10 days written notice.
(a) If this Agreement in not terminated on May 15, 1998 it shall
automatically continue for its full term, until February 15,
1999, and monthly fee payments of $5,000 shall be due without
exception or limitation.
(b) If this agreement is not terminated by either party as of
February 15, 1999, it shall continue on a month to month basis
thereafter.
3) In addition to the monthly fee compensation, Boston agrees to issue to EC
and/or its assigns, an amount equal to 1.5% of the total number of common shares
that shall be outstanding on a fully diluted basis as of the first day that the
company's shares are publicly traded, which we anticipate shall be SEVENTY FIVE
THOUSAND (75,000) common shares after first having reverse split the stock on a
three for four basis. These shares are to be issued, and EC and/or its assigns
shall take physical possession of these shares, on or before March 15, 1998.
(a) If, as of May 15, 1998, Boston is still privately-held by the
same shareholders that own it today, if it has not been purchased,
or merged, or acquired, or reversed merged, or taken public
either through a 15C 211 filing or any other mechanism, then the
Company shall have the option of canceling these shares and
returning them to treasury. To exercise this option, Boston shall
have 10 days from May 15, 1998 to notify EC in writing.
(b) Boston stock to be issued to EC shall include registration rights
consisting of two (2) piggy-back rights. Boston shall provide EC
with thirty (30) days notice of its intention to file a
registration statement. EC shall have fifteen (15) days from date
of receipt of such notice to submit a written registration
request relating to some or all of the shares to be issued to EC.
The registration rights granted to EC hereunder shall not be
deemed extinguished unless all shares requested to be registered
have in fact been registered.
4) Boston agrees to reimburse EC for expense incurred in the Company's behalf.
EC agrees to spend no more that $700 on any one project without the personal
approval of an authorized officer of Boston.
(a) The following items will be routinely rebilled to Boston: long
distance telephone charges, travel, postage, fax, photocopying,
messenger and courier services, and editorial meals. The
following items, which would require EC to utilize outside
venders and/or supervise the work of others, (which Boston does
not at the present time expect to need) would, if required, be
rebilled to the Company only as authorized, and include a
standard service fee of 17.64%; printing, production, package
distribution, mailing list development and maintenance, art work,
consultants, photography, and visual presentation.
5) Where possible, transportation arrangements involving service for Boston will
be made by a travel agent designated by the Company, and such transportation
will be billed directly to Boston by the agent. In the event Xx. Xxxxxxxxxx or
Xx. Xxxxxxx must fly cross-country utilizing red-eye service, they shall be
entitled to fly business class, or first class if business class is not
available using the least possible airfare, such as frequent flyer upgrades,
etc.
6) EC, in consideration of the remuneration stated above, agrees to provide
comprehensive public relation services for Boston, to include introductions to
various security dealers, investment advisors, analysts, and members of the
financial community, organization of and participation in meetings with
prospective investment bankers and others who may assist the company in becoming
a publicly traded entity, assistance as needed in the negotiation and
implementation of a satisfactory investment banking agreement, editorial
assistance in the development of discussion materials, and preparation and
distribution of press releases. Corporation by both parties to insure
uninterrupted communications is presumed.
7) Representations and Procedures:
(a) Each person executing this Agreement has the full right, power,
and authority to enter into this Agreement on behalf of the party
for whom they have executed this Agreement, and the full right,
power, and authority to execute any and all necessary instruments
in connection with this Agreement, and to fully bind such party
to the terms and conditions and obligations of this Agreement.
(b) This Agreement, together with any and all exhibits, shall
constitute the entire Agreement between the parties with respect
to the subject matter hereof and supersedes any and all prior or
contemporaneous oral and written agreements and discussions
between or among any of them. The parties hereto acknowledge and
agree that there are no conditions, covenants, agreements and
understandings between or among any of them except as set forth
in this Agreement. This Agreement may be amended only by a
further writing signed by all parties hereto.
(c) Venue in the event of litigation shall be in the State of
California, County of Santa Xxxxxxx. The losing party agrees to
pay all reasonable legal costs of the prevailing party, including
attorneys' fees.
(d) Boston hereby agrees and consents at its sole cost and expense to
indemnify, and hold EC harmless from liability arising out of any
legal or administrative action in which EC is named and/or which
is brought against EC which directly or indirectly arises out of
misstatement or omission of a material fact in any information,
verbal representation, or written documentation upon, or is
utilized in any manner by EC in drafting press releases and/or
other financially and publically oriented communications.
(e) This Agreement may be executed either as a single document or in
one or more counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute one
and the same instrument. Execution of this Agreement by facsimile
signature shall be acceptable, and each party agrees to provide
the original executed pages to the other party within 10 days.
(f) Any notice required to be given pursuant to this agreement shall
be deemed given and served when such notice is deposited in the
United States Mail, first class, certified or registered, and
addressed to the principal offices of the parties as they appear
on this Agreement, unless a written change of address
notification has been sent and received.
Sincerely yours,
/s/ Xxx Xxxxxxxxxx
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Equity Communications
By Xxx Xxxxxxxxxx
President
Accepted by:
By:/s/ Xxxxxx Xxxxx President, Client
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Signature Title
Date: Feb 27, 1998.
