EXHIBIT 10.40
CRESCENT COMMUNICATIONS
0 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
March 10, 2005
Mr. Xxxxxx Xxxxx
Ramp Corporation, Inc.
00 Xxxxxx Xxxx, 0xx Xx
Xxx Xxxx, XX 00000
Dear Xxxxxx:
Re: Terms of Engagement
The purpose of this letter agreement (the "Letter Agreement") is to set out
the terms and conditions of the engagement of Crescent Communications, Inc.
("Crescent") by Ramp Corporation, Inc. ("Ramp") to provide certain investor
communication and consulting services as set forth in Section 1 below.
1. Nature of the Engagement - Crescent will be engaged for the purpose of
providing Ramp investor communications services. The services to be
provided by Crescent will include:
(a) Work with Ramp to obtain an understanding of Ramp's business and financial
affairs;
(b) Assist Ramp in preparing presentations and materials specifically targeting
the investment community.
(c) Identify and arrange meetings for Ramp in the appropriate investment
markets (i.e. Securities firms, institutions, retail analysts, fund
managers) and other investment groups active in the Medical services and
Pharmaceutical Industry.
(d) Solicit feedback relating to Ramp and presentations given by
representatives of Ramp. Arrange follow-up meetings and communications with
the groups described above.
(e) Work to increase the exposure of Ramp to the retail and institutional
investment community.
(f) Implement a phone, e-mail and road show campaign to address the above
stated target audience and provide the above-stated services.
2. Term of the Engagement - Crescent's engagement hereunder shall be for a
minimum six month period; provided, however, Ramp may terminate this Letter
Agreement and Crescent's employment hereunder at any time upon Crescent's
material breach of this Letter Agreement or failure to perform.
Furthermore, either party may terminate this agreement without cause on 30
days notice to the other party. This agreement will continue on a
month-to-month basis, past the initial minimum three month period, but
under no such circumstances will the term of this engagement exceed 12
months in the aggregate.
3. Remuneration - As compensation for the services to be provided hereunder,
Ramp agrees to pay to Crescent the following:
(a) Ramp agrees to pay to Crescent a monthly fee for services rendered of
$7,000 per month (the "Monthly Fee"). The Monthly Fee is payable upon
receipt and billing is on a monthly basis At Ramp's option, the Monthly Fee
may be paid in Ramp Corporation common stock values at the average closing
price for the last five trading days of the applicable month. .
(b) Ramp shall reimburse Crescent for all reasonable, actual and documented in-
house monthly expenses (i.e. telephone, mailing, and travel) incurred by
Crescent pursuant to its engagement hereunder, with such expenses, in the
aggregate, limited to $400 per month,
Unless Crescent has received the prior written consent of Ramp. No
significant out-of-pocket expense may be incurred by Crescent without the
prior written consent of Ramp.
(c) Upon execution of this Letter Agreement, Ramp will issue to Crescent
warrants entitling Crescent to purchase up to 75,000 shares of its common
stock, at an exercise price of $1.80 per share, with an expiration date set
5 years from the date of this Letter Agreement. Shares underlying the
warrants will be registered as soon as practicable after the issuance of
the warrants, but under no circumstances more than 3 months thereafter.
Crescent's warrants shall vest 15,000 at signing, and 5,000 per month
thereafter. If terminated before the completion of 12 month's service,
Crescent's unvested warrants will be cancelled.
4. Obligations - in performing services under this engagement, Crescent hereby
represents, warrants, covenants to Ramp as follows:
(a) Crescent has all requisite power and authority to execute, deliver and
perform its obligations under this Letter Agreement. All action necessary
for the authorization, execution, delivery and performance of this Letter
Agreement by Crescent has been taken. This Letter Agreement constitutes a
valid, binding and enforceable obligation of Crescent.
(b) Crescent shall comply at all times and in all respects with the rules and
regulations of the Securities Act of 1933, as amended (the "Securities
Act"), the Securities Act of 1934, as amended (the "Exchange Act"), the
National Association of Securities Dealers, Inc., the American Stock
Exchange and all other applicable Federal or state laws, rules or
regulations and all other applicable stock exchange rules.
(c) Crescent agrees that it will not at any time during or after this
engagement hereunder reveal, divulge or make known to any person, firm or
corporation any secret, confidential or non-public information concerning
Ramp's business, operations, financial condition or affairs, including, but
not limited to, its financing strategies and the existence and terms of
this engagement or any advice rendered in connection therewith. Crescent
further agrees to return all copies of documents or other information,
including, but not limited to, tapes, discs or other storage devices in its
possession relating to Ramp. This Section 4(c) shall survive the
termination or expiration of this Letter Agreement and this engagement.
(d) Crescent shall not represent itself as an agent of Ramp and shall not make
any representations or commitments on behalf of Ramp except as expressly
confirmed and agreed to in writing by Ramp.
(e) Crescent agrees to work closely with Xxxxxx Xxxxx, and other Ramp personnel
as designated by Xx. Xxxxx, to further the corporate interest of Ramp.
(f) The services to be provided Ramp by Crescent will be provided by Xxxxx Xxxx
or Xxxx Xxxx.
(g) Crescent shall obtain Ramp's prior approval and consent with respect to the
substance of all written or oral communications with the investment
community.
5. Communications with Investment Community - Ramp will coordinate its
communications with Crescent so that the communications prior to and
following presentations are effective and directed. Following introductions
and presentations to the members of the investment community, and after
Crescent's follow-up communications, Ramp will have the liberty to
communicate directly with such parties. A list of all contacts, with all
relevant contact information, will be provided to Ramp approximately every
2 weeks during the engagement.
6. Independent Contractors - Crescent and its personnel are independent
contractors in relation to Ramp with respect to all matters arising under
this Letter Agreement. Nothing herein shall be deemed to establish a
partnership, joint venture, or employment relationship between the parties.
Crescent shall remain solely responsible for the payment of, and shall
indemnify and hold harmless Ramp from and against, any and all taxes and
levies, including but not limited to the withholding and payment of all
Federal, state and local personal income, wage, earning, occupation, social
security, unemployment, sickness and disability insurance, and payroll
taxes or levies. Crescent acknowledges and understands that as an
independent contractor Crescent and its personnel shall not be eligible
for any employee benefits (under ERISA, state law or otherwise) now
existing or hereafter adopted and attributable to employment with Ramp.
7. Governing Law. This Letter Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to
principles of conflicts of laws.
8. Entire Agreement. This Letter Agreement and the other writings referred to
herein or delivered pursuant hereto contain the entire understanding of the
parties with respect to its subject matter. This Letter Agreement and such
other writing referred to herein supersede all prior agreements, term
sheets, memoranda or correspondence between the parties with respect to the
subject matter. This Letter Agreement may be amended only by a written
instrument duly executed by the parties hereto.
9. Parties in Interest; Assignment. This Letter Agreement has been and is made
solely for the benefit of Ramp and Crescent and their respective agents,
employees, officers, directors, stockholders and controlling persons and
their respective successors and assigns and heirs, and no person shall
acquire or have any right under or by virtue of this Letter Agreement. This
Letter Agreement may not be assigned by Crescent.
10. Counterparts. This Letter Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which shall constitute one
and the same instrument.
If the above terms and conditions are acceptable to you, please confirm
your agreement to Crescent by signing, dating and returning two copies to our
office via overnight mail. Upon receipt, Crescent will send an executed copy to
Ramp.
Yours very truly,
CRESCENT COMMUNICATIONS
--------------------------------
Xxxxx Xxxx, President
The above terms and conditions are accepted this __ day of _________, 2005.
Ramp Corporation
--------------------------------
Xxxxxx Xxxxx
President & CEO
