EXHIBIT 23.5
[CYBER-CARE LOGO]
LETTER AGREEMENT
_______ __, ____
Xx. Xxxx Xxxxxxxxx
Axiom Ventures Partners
City Place II
17th Floor
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxxxxx:
The purpose of this letter is to memorialize the terms and conditions of
the agreement by and between your company, Axiom Ventures Partners (hereinafter
"Axiom") and Cyber-Care, Inc. (the "Company"). The agreement is as follows:
A. APPOINTMENT AND SERVICES. Company agrees to retain Axiom as their
nonexclusive agent and Axiom agrees to accept such appointment and to perform
the services set forth below all upon the terms and conditions herein set forth.
Axiom agrees to perform or cause to be performed the following services:
1. Advise the Company and its management with respect to any business
finance opportunity with respect to insurance companies that the
Company deems compatible with its business plan;
2. Publicize, as directed, the Company, its businesses and its business
plan to the insurance companies;
3. If requested by the Company, assist Company relative to any
negotiations with the insurance companies and provide Company with
periodic status reports concerning such negotiations;
4. To act as liaison between the Company and the insurance companies;
5. To advise the Company with respect to communications and information
disseminated to and from the insurance companies; and
6. Promote, develop and implement agreements between the Company and
the insurance companies.
B. OBLIGATIONS OF THE COMPANY. In consideration for the above services,
Company agrees to:
1. Reimburse Axiom for all reasonable and necessary expenses incurred
which are directly related to the performance required by this
agreement. All expenses must be approved in advance. Axiom must
provide appropriate documentation of any expenses incurred. All
other expenses, unless otherwise agreed, shall be paid by Axiom.
2. For services contemplated by this agreement, the Company hereby
grants to Axiom a warrant to purchase 200,000 shares of common stock
at a price of $5.00.
C. TERM AND TERMINATION. The initial term of this Letter Agreement shall
be one (1) year. This Letter Agreement may be terminated at any time by either
party upon a material breach of this Letter Agreement and/or the Confidentiality
Agreement by the other party. After the initial term, either party by providing
the other party with 10 days prior written notice may terminate this Letter
Agreement. The provisions set forth above in respect to the payment of a fee
shall survive a termination of this Letter Agreement, other than as a result of
a material breach of this Agreement or the Confidentiality Agreement, for a
period of one (1) year.
Axiom is not a registered broker-dealer and will not provide any advice
with respect to the purchase or sale of securities.
If the terms set forth in this letter meet with your approval, please
indicate your acceptance by signing a copy of this letter and the
confidentiality agreement and return one executed copy of each to the
undersigned.
Very truly yours,
/s/XXXX X. XXXXXXX
Xxxx X. Xxxxxxx, President
Agreed to and accepted this ____ day of _________, ____.
/s/XXXX XXXXXXXXX
Xxxx Xxxxxxxxx for
Axiom Ventures Partners
