BOOKE BOOKE AND COMPANY INC. 000 Xxxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxx Xxxx, XX 00000
000-000-0000
000-000-0000 (fax)
LETTER OF AGREEMENT
August 21, 2006
This will confirm the agreement between M Power Entertainment, Inc.
("Company"), and Booke and Company Inc., ("Booke"), pursuant to which Booke
will furnish to the Company investor relations services, as follows:
1. Booke will perform services for the Company in all areas generally
considered to be investor relations, including but not limited to the
preparation and dissemination of financial publicity, annual and interim
reports for stockholders and the financial community, preparation and
dissemination of information concerning the Company's operations and
consultation with respect to the timing and content of financial
communications. Booke will arrange meetings with money managers, analysts,
institutions and brokers for management of the company.
2. Booke and Company, Inc. will disseminate and communicate to research
analysts company information, which is public.
3. Information to be released by Booke will be disseminated to general,
financial and trade media, the investment community, banks and statistical
organizations, all as deemed necessary or appropriate by Booke and the
Company.
4. All information to be disseminated through Booke will be based upon
material furnished by the Company and will be released only after receipt by
Booke of final approval from the Company. The Company recognizes that Booke
may have, either at the present time or in the future, obligations imposed
upon it by the federal securities laws to verify independently certain of the
information contained in releases being made through it. Accordingly, the
Company agrees that Booke shall have the right, as necessary, to make such
reasonable inquiries as it shall deem necessary or appropriate of officers and
employees of the Company and its counsel and auditors with respect to
information being released by Booke. The Company recognizes that the accuracy
and completeness of all information contained in releases ultimately rests
with the Company and agrees to indemnify and hold harmless Booke from and
against any loss and expense arising out of a claim that any information
released by it is materially incorrect.
5. The Company acknowledges and understands that Booke, in order to perform
its services effectively under this agreement and to satisfy such obligations
as may be imposed upon it by federal securities laws, requires prompt receipt
of all material information with respect to the Company, its operations and
its prospects. Accordingly, you agree to furnish promptly to Booke copies of
all reports and other filings with the Securities and Exchange Commission, all
communications with stockholders and all reports received from your auditors.
Furthermore, you recognize the necessity of promptly notifying Booke of all
material developments concerning the Company, its business and prospects and
to supply Booke with sufficient information necessary for Booke to make a
determination as to its compliance with its own procedures as well as any
legal requirements.
BOOKE AND COMPANY INC
6. The term of this agreement shall be for a period of seven months. As
compensation for the services to be rendered hereunder, the Company will pay
to Booke a monthly retainer of $5,800.00 per month, in advance. In addition,
out-of-pocket expenses will be payable by the Company upon submission by Booke
of monthly invoices delineating such expenses. If any fees or out-of-pocket
expense item billed by Booke to the Company is not paid within 30 days after
billing, the amount billed shall thereafter bear interest at the rate of 1
percent per month until paid.
7. It is understood that in its representation of the Company, Booke may
come into confidential information about the Company and its products. Other
than in the course of creating publicity on behalf of the Company and the
normal dissemination of corporate financial information to the public with the
approval of the Company, Xxxxx agrees to maintain strict confidentiality both
during and after any representation of the Company other than as may be
required by State and/or Federal entities in any legally binding proceedings
relating to such entities.
8. Booke recognizes the personal nature of the services to be performed by
it and agrees that it shall not transfer or assign to any other person, firm
or corporation its responsibilities and obligations under this agreement. In
the event that a merger, sale of assets or change of control of the Company or
Booke shall occur, this agreement shall be binding upon the successor and
assigns of such party.
Please confirm that the foregoing correctly sets forth our agreement by
signing the copy of this agreement provided for that purpose.
BOOKE AND COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President
M POWER ENTERAINMENT, INC.
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, CEO
