Exhibit 10.27
[MED DIVIERSIFIED LETTERHEAD]
November 30, 2001
Xx. Xxxx Xxxxx
Interwest Associates
00 Xxx Xxx Xxxxx
Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
Dear Ajay:
Further to our recent discussions, the following terms of engagement are
entered into as of November 30, 2001;
1) This agreement is made by and between Xxxx Xxxxx and Interwest
Associates (Interwest) and Med Diversified (MED).
2) Under this Agreement, MED agrees to engage Interwest as an
Independent Contractor to provide services to MED in an effort to
increase MED's exposure to financial community and gain additional
volume and support of MED's stock.
3) Scope of Services: Interwest will provide to MED consulting services
specifically focused on contacting members of the investment
community, making presentations to members of the investment
community on behalf of MED, following up on individuals presented to,
coordinating with MED to secure support of MED's security and
otherwise working to maximize MED's exposure to the investment
community and increase support of MED stock.
4) Cash Fees: MED will pay to Interwest a fee of $2,500 per month to be
paid on the first day of each month.
5) Non-Cash Fees: MED will immediately issue to Interwest an option or
warrant to acquire 150,000 free-trading shares of MED common stock
at an exercise price of $0.50 per share.
6) The date activities will actually commence under this Agreement will
be December 1, 2001.
7) This agreement may be terminated at any time by MED through notifying
Interwest, in writing, of intention to terminate and date effective.
-Continued-
-Page 2 of 2, Interwest/MED Agreement-
8) Interwest agrees to make diligent efforts in performing services
agreed upon herein.
9) In this relationship, Interwest agrees to comply fully with all
federal and state securities laws and regulations, industry
guidelines and applicable corporate law. Additionally, Interwest
shall maintain the confidentiality of all information of MED not
cleared by MED for public release.
In acknowledgement and acceptance of terms herein:
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Xxxxx Xxxxxxxxxxxx, CEO, Med Diversified Date
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Xxxx Xxxxx, Interwest Associates Date