SERVICE AGREEMENT
Exhibit
10.6
THIS
AGREEMENT is between Red
Reef Laboratories International, Inc.
(hereinafter
referred to as “Company”) and Mica
Capital Partners LLC
maintaining its principal offices at 000 X Xxxxxx Xxxxx 000, Xxx Xxxxx, XX
00000
(hereinafter referred to as the “MCP”)
| 1. |
ENGAGEMENT:
MCP is a public relations firm that specializes in distributing
information about publicly traded companies to the investment community
via the Internet based technologies, utilizing websites, e-mail messages,
blogs, podcast’s, streaming media, wap (wireless) technology and our
electronic newsletters. The Company is publicly traded and desires
to
publicize itself with the intention of making its name and business
better
known to the investment community. Therefore, the Company hereby
engages
MCP to perform financial relations as described further in this Agreement.
We will also provide telemarketing
services.
|
| 2. |
TERM
OF AGREEMENT:
Services to be performed under this Agreement shall commence upon
execution of this Agreement and shall continue for a period of one
(3)
months. This Agreement must be prepaid and is non-cancelable.
|
| 3. |
MARKETING
PROGRAM:
In its performance hereunder MCP will:
|
MCP
agrees to distribute company Xxxxxxxx.XX Alerts on the subject company. The
News
Alerts will be posted on MCP’s Web site, Xxxxxxxx.XX, Xxxxxxxxxxxxx.xxx and will
be sent to over 300,000 opt-in email addresses owned by MCP. In order to amplify
the information, an agent of MCP will place messages with links to the company
news alert on over 300 of the most active financial message boards on the Web,
Xxxxxxxx.XX Traders Alert Press Releases, and many other distribution Channels
.
The company news alert will remain on the Web site home page for at least 6
Month’s and will remain in the archives indefinitely.
The
profile date will be March 27th, 2007 - May 27, 2007.
| 2) |
MCP
shall issue a disclaimer on all its transmissions sent to investors
that
clearly states it has been compensated The exact compensation package
shall be enumerated and identified. MCP shall be responsible for
compliance with Section 17(b) of the Securities Act of 1933, as amended,
with respect to any services which it renders pursuant to this agreement,
and specifically agrees that it will disclose the amount and form
of any
compensation which it receives for its
services.
|
| 3) |
Create,
build and continually enhance an e-mail database of all contacts
that have
expressed an interest in receiving on-going information on the Company.
|
1
COMPENSATION
AND EXPENSES:
In
consideration of the services to be performed by MCPL, the Company agrees to
pay
compensation to MCPL as follows:
1) Company
agrees to pay a $10,000 retainer fee for the first month and $5,000 per month
there after and 10,000,000 Restricted (Restricted with Piggy Back Registration
Rights) shares of (OTCBB: RRLB) as an advertising fee.
2) Company
agrees to provide MCP with any and all company press releases that pertain
to
the actions of “company” that could in any way affect the value of its stock,
once those press releases have been released to the public. Further, prior
to
the scheduled promotional date, Company agrees to send by *email* to MCP a
write-up of the Company that explains the merits of the Company to potential
investors.
3)
Company shall begin the process of the aforementioned restricted shares at
the
very signing of this agreement. Full payment must be in MCP’s account at least
two full trading days prior to the intended promotional date.
BOARD
APPROVAL:
To the
extent that it is required, the Board of Directors of the Company has duly
authorized the execution of this Agreement by the Company.
LIMITATION
OF LIABILITY:
If MCP
fails to perform its duties under this Agreement its entire liability to the
Company shall not exceed the amount of compensation MCP has received from the
Company
CONFIDENTIALITY:
Until
such time as the same may become publicly known, MCPL agrees that any
information of a confidential nature will not be disclosed to third parties,
except in the performance of this Agreement.
GENERAL:
This
Agreement is subject to the following conditions:
| a. |
This
Agreement shall be governed by and interpreted under the laws of
the State
of California where MP has been
incorporated.
|
| b. |
In
all instances, references to dollars shall be deemed to be United
States
Dollars.
|
| c. |
This
Agreement may be executed in multiple counterparts, and by fax
transmission, each of which shall be deemed an
original
|
Executed
as a sealed instrument as of the last day and year shown hereunder.
/s/
Red Reef Laboratories International, Inc.
By:
____________________________ Date:
_________________________
Print
Name: ______________________
/s/
Mica Capital Partners LLC
By:
_____________________________ Date:
_________________________
Print
Name: ______________________
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