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EXHIBIT 10.13
[RECOVERY NETWORK LOGO]
January 26, 1999
Xxxx Xxxxxxx
The Recovery Network, Inc.
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Re: Letter Agreement
Dear Xxxx:
We are pleased to confirm by this Letter Agreement (the "Agreement")
the terms and conditions upon which The Recovery Network, Inc. (the "Company")
has engaged agent ("Agent") to assist us in the financing generally described as
the "Cable TV Industry Proposal" (the "Financing"). The Company engages Agent
upon the terms and conditions set forth below.
1. THE SERVICES
Agent shall render the following services (hereinafter, "Services") to the
Company and provide written reports to the Company with respect thereto as
requested by the Company at reasonable benchmarks throughout the term hereof.
a. Agent will use his best efforts to assist and represent the Company in
obtaining long term financing.
b. Agent agrees to use his best efforts to assist in the introduction to,
and negotiation of the financing with certain potential investors
("Investors"). Said Investors are listed on EXHIBIT A, attached hereto.
This Agreement applies only to these Investors.
c. Agent shall render the services described above, under direct
supervision by the Company and at such time and in such manner as Agent
and the Company may deem appropriate.
2. COMPENSATION, FEES AND EXPENSES
a. Agent shall be paid, as follows:
(i.) A cash fee ("Fee") equal to Four percent (4%) of the total
financing received by the Company.
(ii.) The Board of Directors of the Company or a representative
selected by the Board of Directors, reserves the right to
negotiate whatever financing terms it deems are in its best
interest and shall be under no obligation to accept any
financing or offers from any Investors.
b. Payment of the Fee shall be due only upon receipt by the Company of
some or all of the financing amount from Investors, and accepted by the
Company, and such payment shall be made at the time of closing of such
financing. If there are multiple closings, payment shall be made at
each such closing in an amount equal to the applicable Fee relating to
the value of the financing involved at such closing.
0000 0xx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, XX 00000
t 000 000 0000 f 000 000 0000
xxx.xxxxxxxxxxxxxxx.xxx
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Letter Agreement
Page 2
c. All expenses, approved in advance, incurred by Agent in connection with
your performance of this agreement shall be immediately payable upon
submission by Agent of an expense report accompanied by appropriate
receipts. Upon mutual agreement, arrangements will be made to provide
Agent with an advance on expenses, on the condition, that Agent will
promptly submit expense reports in the customary format of the Company
relating to such advances.
d. Notwithstanding the foregoing, as additional compensation for Agent's
efforts to introduce and participate in negotiations with the
Investors, the Company agrees to issue and deliver to Agent
Seventy-five Thousand (75,000) shares of Company' Common Stock,
immediately upon acceptance of this Agreement.
3. TERM
Either party may terminate this Agreement and the Services provided hereunder.
In the event, that the Company terminates this Agreement and the Services
provided hereunder, and within one (1) year from the date of such termination
die Company effects a financing or sale of the assets or completes a transaction
with Investors introduced to the Company by Agent, the Company shall pay to
Agent the incentive fees payable with respect to such financing or sale of
assets or completed transaction, as the case may be, upon the Closing of such
financing or sale, or completed transaction.
4. GENERAL TERMS
This Letter Agreement (i) constitutes the entire agreement between the parties
and may be amended only in writing executed by both parties; (ii) shall be
governed in accordance with the laws of the state of Colorado without giving
effect to the principles of conflicts of laws; and (iii) shall be effective as
of the date hereof.
Enclosed are two copies of this Letter Agreement executed by the Company. Please
sign and return one copy to the Company to acknowledge acceptance of its terms,
and retain one copy for your records. Each copy shall constitute a duplicate
original execution.
Sincerely,
THE RECOVERY NETWORK, INC.
/s/ XXXX XXXXXXXX
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Xxxx Xxxxxxxx
President & CEO
Accepted and Agreed this 29th day of January , 1999.
AGENT
/s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
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Letter Agreement
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EXHIBIT A
Investor(s) RNet Approval
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Cablevision - Xxxxx Yes
Insight Communications Yes
Xxxxxx/Xxxxxx Fund Yes
Adelphia Yes
Steeplechase Yes
Microsoft Yes
Xxxx Xxxxxxx Yes
*Other names may be added upon mutual consent.
Initialed:
/s/ XXXX Xxxxxxx
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Xxxx Xxxxxxx
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Xxxx Xxxxxxxx
