EXHIBIT 10.3
IHEALTH INC.
0000 X. Xxxxxxx Xxxxxxx (xxxxx X)
Xxxx Xxxxx, Xxxxxxx 00000
September 8, 2003
Xx. Xxxxxx Xxxxx
CFO Consulting Services, Inc.
00000 Xxxx Xxxx Xxxxx (no. 5)
Xxxx Xxxxx, XX 00000
Dear Xx. Xxxxx:
This will serve as an agreement between IHealth Inc., a Delaware
corporation (the "Company") and you with respect to compensation for your
consulting services.
The Company acknowledges that you have rendered advisory and consulting
services to the Company in connection with its registration of 18,120,000 shares
of its outstanding common stock under the Securities Act of 1933, executive
compensation, and organizational issues, and that you continue to provide
valuable advice to the Company. Such services have been and continue to be
rendered in your individual capacity, and do not relate to capital raising
transactions.
To compensate you for such services (including all past services and
future services through such time as the Securities and Exchange Commission
declares the Company's registration statement to be effective), the Company
agrees to issue you 1,000,000 shares (the "Shares") of its common stock, which
you agree to accept in full payment for such services.
In addition and as further consideration for your agreement to accept the
Shares as payment and continue your services, the Company agrees to include your
shares in its registration statement being with the Securities and Exchange
Commission, and to use its best efforts to cause such registration statement to
become effective in 2003. Your shares will not be transferable unless until
they have been registered under such Act or such transfer is exempt from such
registration.
You represent and warrant that you are an accredited investor as that
term is defined in Rule 501(a) under the Securities Act of 1933.
We will promptly notify you when the registration statement becomes
effective, and provide you with a reasonable number of copies of the prospectus
for your use in selling the Shares. We will also pay the cost of registering or
qualifying such shares for sale in the state of Florida if such registration or
qualification is necessary to enable you to sell such shares in Florida.
If these terms are agreeable, please so indicate by signing your name
where indicated below, and returning a signed copy to me.
Very truly yours,
IHealth Inc.
by: /s/ XXXXX X. XXXX
Agreed and Accepted: Xxxxx X. Xxxx, President
CFO Consulting Services, Inc.
by: /s/ XXXXXX XXXXX
Xxxxxx Xxxxx, President
