1
EXHIBIT 6.23
March 5, 1997
Xxx Xxxxxxx, CEO
Xxxxx Xxxxxxx, President
American Independent Network, Inc.
0000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxxxx 00000
Re: Engagement of Equity Communications
Dear Messrs. Xxxxxxx and Xxxxxxx:
This letter will confirm the following agreement and understanding between
American Independent Network, Inc. ("AIN") and Xxx Xxxxxxxxxx d.b.a. Equity
Communications ("EC") with respect to the following:
1.) XXX agrees to retain EC, and EC agrees to be retained by AIN as its
Financial Public Relations Advisor, for a period of one year beginning March 1,
1997, for a total professional fee of $60,000, payable at the rate of $5,000 per
month.
2.) This letter agreement (the "Agreement") may be terminated as of June 1,
1997, by either party upon presentation of thirty days written notice. If this
Agreement is not terminated after the first 3 months, it shall automatically be
extended until the one year contractual period is completed on March 1, 1998.
2A.) If this Agreement is not terminated by either party on March 1,
1998, it shall automatically be extended on a month to month basis
thereafter.
3.) In addition to the monthly fee compensation, AIN agrees to issue to Xxx
Xxxxxxxxxx, and/or his assigns, within thirty (30) days of the date of execution
of this Agreement, one percent (1%) of the issued and outstanding common shares
of AIN on a fully diluted basis, which AIN and EC anticipate being 50,000 common
shares on a post-split basis. The issuance of the foregoing shares of common
stock is contingent upon the following: (a) EC procures an underwriter for a
firm underwriting of a minimum of $2,000,000 of AIN Common Stock; (b) AIN Common
Stock is trading on NASDAQ SmallCap by July 1, 1997; and (c) EC introduces five
(5) experienced market makers to market AIN Common Stock in the aftermarket. In
the event EC fails to meet any one of the three preceding contingencies, AIN
shall have the option of canceling the certificate representing the 50,000
shares to be issued to EC. To exercise this option, AIN must notify EC in
writing between July 1 and July 7, 1997, but in no event later than July 7,
1997.
3B.) AIN Common Stock to be issued to EC shall include registration
rights consisting of two (2) piggy-back rights. AIN shall provide EC with thirty
(30) day 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 hereunder shall be subject to the discretion of
the underwriter. In
2
any event, 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.) The first month professional fee of $5,000 is due and payable upon the
execution of this Agreement. Monthly fees thereafter will be billed on the first
day of the month, and are due and payable on or before the fifteenth day of that
month.
5.) XXX agrees to reimburse EC for expenses incurred in the Company's behalf. EC
agrees to spend no more than $700 on any one project without the personal
approval of an authorized officer of AIN.
5A.) The following items will be routinely rebilled to AIN: 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 AIN 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
presentations.
6. Where possible, transportation arrangements involving service for AIN will be
made by a travel agent designated by the Company, and such transportation will
be billed directly to AIN by the agent. In the event Xx. Xxxxxxxxxx must fly
cross-country utilizing red-eye service, he 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.
7. EC, in consideration of the remuneration stated above, agrees to provide
comprehensive planning and financial public relation services for AIN, 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. Cooperation by both parties to
insure uninterrupted communications is presumed.
8.) Representations and Procedures:
8A.) 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.
8B.) This Agreement shall constitute the entire agreement between the
parties with respect to the subject matter hereof and discussions between or
among any of them. The parties hereto acknowledge and agree that there are no
conditions, covenants, agreements and understandings
3
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.
8C.) 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 attorney's fees.
8D.) 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.
8E.) 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,
Xxx Xxxxxxxxxx
President
Accepted by:
AMERICAN INDEPENDENT NETWORK, INC., Dated: _______________, 1997
a Delaware corporation
------------------------------------
Xxxxx Xxxxxxx
President, CFO
