Exhibit 10.3 Letter Agreement dated December 5, 2003, between Sequiam
Corporation and The Xxxxxxxx Group, Inc.
Xxxx X. Xxxxxxxx
President
[LOGO OMITTED]
December 1, 2003
Xx. Xxxx XxxxxxXxxxxx
Chairman, President & CEO
Sequiam Corporation
000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Dear Nick:
This Letter Agreement between The Xxxxxxxx Group, Inc. (TEG) and Sequiam
Corporation (SQUM) outlines the terms and conditions for investor, shareholder,
press relations and capital search consulting services which will be rendered
effective December 1, 2003.
TERMS AND CONDITIONS
- 1. Monthly retainer payable in advance of $2,000.00 on or before the 1st
of each month and an annual retainer of 144 restricted shares payable as a
140,000 share grant beginning December 1, 2003. Monthly retainer will be
accrued for the first ninety (90) days of this agreement and will be paid
on March 1, 2003.
- 2. Out of pocket expenses paid by TEG on behalf of SQUM, will be billed
to SQUM with a 10% accounting charge added.
- 3. A $250.00 increase in the monthly fee will be earned up to a maximum
of $4,000.00 monthly retainer for attainment of each of the following
performance objectives:
a. SQUM's common stock reaches $.50 per share, adjusted for splits and
stock dividends.
b. SQUM's common stock reaches $1.00 per share, adjusted for splits and
stock dividends.
c. SQUM's common stock reaches $2.00 per share, adjusted for splits and
stock dividends.
The Xxxxxxxx Group
Investor Relations Consulting & Shareholder Services consulting
---------------------------------------------------------------
0000 XXX Xxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Voice (000) 000-0000 Fax
(000) 000-0000
Website: xxx.xxxxxxxxxxxxxxxx.xxx E-mail xxxx@xxxxxxxxxxxxxxxx.xxx
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SEQUIAM CORPORATION
DECEMBER 1, 2003
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d. SQUM's common stock reaches $3.00 per share, adjusted for splits and stock
dividends.
e. SQUM's common stock reaches $5.00 per share, adjusted for splits and stock
dividends.
f. SQUM's common stock reaches $10.00 per share, adjusted for splits and
stock dividends.
g. For each security analyst that initiates coverage on SQUM initiated by
TEG.
h. For each fund manager that takes a position in SQUM initiated by TEG.
i. For each favorable media event or article on SQUM initiated by TEG.
- 4. In consideration for TEG's services as herein described, Sequiam
Corporation will pay to TEG three percent (3%) of all debt or equity
funding obtained from sources introduced by TEG and accepted by Sequiam
Corporation. Such sources may include institutions, venture capital firms
and high net worth individuals. It is understood and agreed by SQUM that
the above described compensation is based on all the services to be
provided by TEG and TEG will not be engaged in the offer, solicitation or
sale of any securities for or on behalf of SQUM.
- 5. After May 31, 2004 the initial six (6) month commitment period, this
agreement may be canceled with a thirty (30) day written notice by either
party.
- 6. Assignable by written consent SQUM.
SERVICES TO BE PERFORMED
1. Develop for approval an investor relations and shareholder relations
strategy.
2. Develop for approval plans and programs to implement the approved investor
relations strategy.
3. Assist and advise with presentations, speeches, slides, meeting materials,
conference calls, etc.
4. Set up meetings, make other arrangements necessary to accomplish investor
relations strategy on behalf of SQUM's management, and provide follow up
feedback.
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SEQUIAM CORPORATION
DECEMBER 1, 2003
PAGE 3
5. Develop an investment community database specifically for SQUM, update and
maintain.
6. Assist with news releases and press relations.
7. Develop a Direct Stock Purchase Plan for SQUM, if desired.
8. Develop narratives; arrange for design and printing of quarterly and or
annual report.
9. Evaluate transfer agent and negotiate new contract, if needed.
10. Assist and advise management in continuing to build credibility and in
improving coverage within the investment community.
- 11. Arrange for necessary public company vendors such as conference call,
blast fax, newswire, stock surveillance services as needed and/or desired.
I trust that this letter agreement covers all possible aspects for our
consulting services. The Xxxxxxxx Group will perform all services in a
professional, cost effective and proactive manner with the objective of
maximizing Sequiam Corporation shareholder value. I personally look forward
with great enthusiasm to working with you.
Yours very truly,
Xxxx X. Xxxxxxxx
President
JWE:jm
Accepted by:
-------------------------------- --------------------------------
Xxxx XxxxxxXxxxxx Date
Chairman, President & CEO
Sequiam Corporation
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