MEDSTRONG INTERNATIONAL CORPORATION
EXHIBIT
10.35
MEDSTRONG
INTERNATIONAL CORPORATION
000
X.X.
0xx
Xxxxxx
Xxxxxx
Xxxxx, XX 00000
February
6, 2007
RALEIGH
MARKETING COMMUNICATIONS, INC.
Attn:
Xx.
Xxxxxxx
X. Xxxxxxx
000
Xxxxx
Xxxxxx
Xxxxxxxx,
Xxxxxxx X0X 0X0 XXXXXX
Dear
Mr.
Raleigh:
Reference
is made to that certain Consulting Services Agreement (the “Agreement”) entered
into between RALEIGH MARKETING COMMUNICATIONS, INC. (“Consultant”) and MEDSTRONG
INTERNATIONAL CORPORATION (the “Company”). All capitalized terms in this letter
that are not otherwise defined shall be as defined in the Agreement. Pursuant
to
the Agreement, Consultant has agreed to provide consulting services with respect
to the technology/product development of the Company. The Agreement provides
in
Section 1(b) that we will mutually agree upon the basis upon which the Services
would be performed. Further, the Agreement provides in Section 2(c) that we
will
mutually agree upon the manner in which Consultant will be paid. This letter
represents the mutual agreement between us in regards to the above
matters.
In
regards to Section 1(b), Consultant and Company agree that Consultant shall
render the Services on a full time basis at the Company's principal place of
business, other Company locations, or at other places upon mutual agreement
of
the parties. In regards to Section 2(c), Consultant
hereby agrees to defer receipt of consulting fees identified in Section 2(a),
and Company agrees to accrue such fees, until such time that: (i) the Company
receives funding from any source and
(ii) the
senior executives of the Company (who are deferring their salaries) are paid
their accrued compensation as determined by the Company’s Board of Directors. At
such times that the foregoing conditions are met, Consultant shall be repaid
its
accrued compensation to the same extent that such accrued compensation is repaid
to the Company’s senior executives. Until the deferred/accrued consulting fees
are paid pursuant to the above, Consultant’s
monthly statements will identify the aggregate amount of deferred fees that
are
accruing. After such fees are paid, the Company will subsequently pay Consultant
the amounts indicated in each monthly statement within ten (10) business
days.
Except
as
provided the above, the terms and conditions of the Agreement are otherwise
unchanged.
Provided
the terms of this letter accurately reflect the mutual agreement between us,
please sign and return the enclosed copy.
Sincerely
yours,
| MEDSTRONG INTERNATIONAL CORPORATION | |||
| By: /s/ Xxxxxxx Xxxxxxx | |||
|
Name/Title: Xxxxxxx Xxxxxxx, CEO
|
|
|
Agreed:
RALEIGH
MARKETING COMMUNICATIONS, INC.
|
|||
| By: /s/ Xxx Xxxxxxx | |||
|
Name/Title: Xxxxxxx X. Xxxxxxx,
President
|
|
||
