EXHIBIT 10.13
EQUITY
COMMUNICATIONS
February 1, 1999
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) and its assigns, 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 six months commencing
February 1, 1999 and terminating on August 1, 1999. A total professional
fee of Thirty Thousand ($30,000) Dollars shall be payable for the six month
services, which payments shall be due in increments of Five Thousand
($5,000) Dollars per month.
A. If this agreement is not terminated on August 1, 1999, it shall
continue on a month to month basis thereafter.
2. Payments for the first two months of service, totaling ten thousand dollars
($10,000), shall be due and payable on March 1, 1999. Thereafter, fees are
to be billed on the first day of each succeeding month, and are due and
payable on the fifteenth day of that month.
3. Boston agrees to reimburse EC for expense 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 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, copywriting (e.g.
annual report) and visual presentations.
4. 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.
5. EC, in consideration of the compensation stated above, agrees to provide
public relation services for Boston, to include responding to shareholder
inquiries; preparation of press releases, shareholder letters and reports;
and, as may be appropriate, introductions to various security dealers,
investment advisors, analysts, and members of the financial community.
Cooperation by both parties to ensure uninterrupted communications is
presumed. Boston agrees to keep EC continuously informed of its progress;
to supply information necessary to produce releases, letters, and reports
in a timely manner; and to review such documents for accuracy and
completeness before their dissemination to the public.
A. Professional services pursuant to this contract will be provided by
Xxx Xxxxxxxxxx and Xxxxx Xxxxxxx, both of whom agree to devote such
time as they feel is necessary to carry out this assignment.
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 attorney's fees.
X. Xxxxxx agrees that at its sole expense and cost to indemnify, defend
and hold harmless EC from and administrative or other claim which is
asserted against EC as a result of any material misstatement or
omission of fact by Boston in any information, verbal representation,
or written documentation supplied to EC by Boston which is in turn
incorporated or utilized by EC in any manner including
but not limited to press releases, letters to shareholders and/or
other public communications.
E. This Agreement may be executed either as 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 X. Xxxxx CEO, Client
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Signature Title
Date: Feb 11, 1999.
