0000 X. XxxXxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxx, Xxxxxxxxxx 00000 XXX
Telephone: (000) 000-0000
(000) 000-0000
Fax: (000) 000-0000
xxx.xxxxxxxxxx.xxx
Xxxxxx Corp. International
Investment Bankers.......................Institutional Research
Member: NASD, SIPC
VITAL LIVING, INC.
AGREEMENT
A. Agreement: VITAL LIVING, INC, herein referred to as "VTLV",
hereby enters into agreement with XXXXXX CORP. INTERNATIONAL,
herein referred to as "DCI", for the purpose of providing
services to VTLV. DCI agrees to provide the hereinbelow
described services to VTLV, and VTLV agrees to provide the
hereinbelow compensation for said services.
The initial Agreement shall commence upon execution hereof and
continue for a period of 30 days. Payment for said services
must be received by April 12, 2002 via overnight mail with a
cashiers check payable to "Xxxxxx Corp. International" for
$7,000.00 (Seven Thousand Dollars). Stock payment of 2,500
(Twenty-Five Hundred) shares of VTLV 144 restricted stock and
30,000 (Thirty Thousand) VTLV warrants for said services must
be received within 20 days from agreement execution date.
B. Services Provided: DCI will use its "best efforts" to
provide ongoing analyst coverage, business evaluation, and other
analysis to VTLV that DCI deems appropriate.
1. DCI will perform a due-diligence analysis on VTLV, and VTLV
consents to the same and agrees to complete submitted Directors &
Officers Questionnaire in a timely manner and provide additional
reasonable information that may be requested by DCI to Facilitate
DCI's completion of due-diligence. Services provided by DCI will
be contingent on satisfying DCI's due-diligence criteria. DCI
will formulate an Analyst Research Report, initiate coverage on
VTLV, and continue up-to-date coverage;
2. DCI will initiate coverage on VTLV within 7 days;
3. DCI will email VTLV press release to Xxxxxx client database
within 48 hours of completion of the report.;
4. DCI will establish VTLV on the Xxxxxx Corp. International
website; and
5. DCI will retain our affiliate, Fryer & Associates, for
assistance in increasing the visibility of VTLV.
C. Compensation: As compensation for DCI's services under this
Agreement, VTLV hereby agrees and commits to compensate DCI in
the following manner:
1. $6,000 non-refundable one time Due-Diligence and initiating
coverage fee;
2. $1,000 fee for email and press release and post on website;
3. $2,500 per each month after the initial month, SOLELY for
maintaining the VTLV's analyst report and current financial
information and developments on the DCI website to start on day
of execution of the contract;
4. $5,600 per month for two designated consultants to direct
interested parties to the website;
5. 2,500 shares of VTLV restricted 144 stock and 30,000 VTLV
warrants valued at market, which is agreed to be the closing
price of $2.05 U.S.D. of the stock on the OTC BB as of April 9,
2002, the agreement execution date, with a 3-year life.
After the initial 30-day Agreement period, VTLV and DCI will
have the option to renew in writing for an additional 30
days. Upon renewal, this agreement may extend for a third
term of 6 months so as to continue the working relationship
between DCI and VTLV. The compensation and activities
listed in Section B and C will apply going forward.
D. Indemnity: VTLV hereby agree and consent that they will
defend, indemnify, and hold-harmless DCI for any legal actions or
administrative proceeding brought against DCI or VTLV arising
from services provided by DCI under this Agreement or any other
agreement between DCI and VTLV, due to any misstatements of
material fact or the omission of material fact arising from any
information or documentation furnished by VTLV to DCI.
E. Cancellation: This Agreement may be cancelled upon 30 days
advanced written notice to the non-terminating party, except that
said 30 day written notice of cancellation may not be given
during the calendar month in which this Agreement is executed.
F. Entire Agreement: Each of the parties hereby covenants that
this Agreement is intended to and does contain and embodies
herein all of the understandings and agreements, both written and
oral, of the parties hereby with respect to the subject matter of
this Agreement and that there exists no oral agreement or
understanding, expressed or implied, whereby the absolute, final
and unconditional character and nature of this Agreement shall be
in any way invalidated or adversely affected. There are no
representations or warranties other than those set forth herein.
G. Modification and Waiver: Modification or waiver of any of
the provisions of this Agreement shall be effective only if made
in writing and executed with the same formalities as are present
within this Agreement. The failure of any party to insist upon
strict performance of any of the provisions of this Agreement
shall not be construed as a waiver of any subsequent default of
the same or similar nature or of any other nature or kind.
Thank you for allowing us to be of service. We look forward to
working with Vital Living Inc..
AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED:
Vital Living, Inc. Xxxxxx Corp. International
Date: April 10, 2002 Date: April/12/02
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxx, CEO Director Xxxxxxx X. Xxxxxx,
President
