Letter of Engagement
Thinkpath, Inc.
July 7, 2005
The following sets forth the agreement for the engagement of Financial Media
Relations, LLC. ("FMR") by Company Name ("Thinkpath, Inc" or the "COMPANY"):
TERM Twelve months, commencing as of the date set forth above (the
"Initial Term"), and terminable thereafter by either party
upon 30 days' prior written notice.
OBJECTIVE The development and implementation of a proactive marketing
program to increase the awareness of the Company and generate
a significant increase in the liquidity and market
capitalization. In addition, upon request, FMR will advise the
Company in business development and strategic advisory
services.
THE PROGRAM FMR will structure and implement a marketing program designed
to create extensive financial market and investor awareness
for the Company to drive long-term shareholder support. The
core drivers of the program will be to create institutional
and retail buying in the Company's stock through a proactive
sales and marketing program emphasizing technology-driven
communications, coupled with 1-to-1 selling and leveraging the
Company's image to attract additional long term investors and
to create additional opportunities in M&A and Business
Development. As share price is affected by various factors,
FMR can give no assurance that the marketing program will
result in an increase in the Company's stock price.
FMR understands that during any period in which the Company is
in "registration" for a public offering of securities under
the Securities Act of 1933, and during the distribution of
such securities, the Company's investor relations and
marketing efforts will be severely limited. However, it will
be the responsibility of the Company (with the advice of its
securities counsel) to determining what investor relations and
financial marketing efforts are permissible and
non-permissible during such periods, and FMR will follow the
direction of the Company and its securities counsel.
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RESPONSIBILITIES In addition to marketing and financial public relations, FMR
will assume the responsibilities of an in-house Investor
Relations Officer for the Company on a full turnkey basis,
including the generation of corporate and shareholder
communications, retail and institutional investor contact and
media. FMR will work in conjunction with the Company's
management, securities counsel, investment bankers and
auditors and under supervision of management. The content is
as follows:
o Campaign Development and Execution
o Press Annnouncements: drafting, approval and
distribution
o Database Development and Management
o Image Analysis: recommendations and implementation
o Messaging: institutional and retail
o Online presentations, drafting and production
responsibilities
o Website Overhaul - installation and maintenance of auto
IR program
o Email messaging: targets; Retail and Institutional /
Other databases
o Media including interactives and PowerPoints
o Direct Mail: shareholder, media, XYZ relationship
universe
o Public Relations
o Capital Conference
FEES $ 10,000.00 due on execution of contract. $10,500.00 due and
payable three weeks after execution of contract. Five weeks
after execution of contract, the Company begins paying
$7,500.00 per month until the next registration statement is
effective. Upon effectiveness, the Company will pay $12,500.00
per month plus the deferred discount ($5,000.00 per month)
while waiting for the registration statement to become
effective.
COMPENSATION a) As soon as practicable after the execution of this
Agreement, the Company agrees to issue to FMR an option (the
"Option to purchase 500,000 shares of common stock of the
Company (the "Option Shares"), exercisable at the closing bid
price on the date this agreement is executed. The Option shall
be exercisable for a period of two years and may be exercised
on a cashless basis if such Option Shares are not registered
pursuant to (c) under Compensation of this Agreement within
one year from the date of this Agreement.
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b) As soon as practicable after the execution of this
Agreement, the Company agrees to issue to FMR an option (the
"Option") to purchase 100,000 shares of common stock of the
Company (the "Option Shares"), exercisable at $ 1.20 per
share. The Option shall be exercisable for a period of two
years and may be exercised on a cashless basis if such Option
Shares are not registered pursuant to (c) under Compensation
of this Agreement within one year from the date of this
Agreement.
d) The Option Shares shall vest immediately and be deemed
earned upon issuance, and all options shall have "piggyback"
registration rights. The Company agrees to include the Option
Shares in any registration statement the Company files
subsequent to the signing of this agreement.
MARKETING
BUDGET To support the financial marketing program, the Company
acknowledges that it will incur certain third party marketing
costs. Prior to the execution of this agreement, FMR will
prepare a detailed three-month budget setting forth the
approximate costs associated with the campaign. FMR will not
incur these costs without the approval of the Company. At
FMR's request, the Company will pay these costs directly to
the third party.
Consultant shall receive 100,000 restricted shares of common stock upon signing
of this Agreement. These shares are deemed fully earned at issuance.
If Consultant introduces a merger or a combination of sorts with another entity
to the Company, the Consultant shall be entitled to a finder's fee, and the
Company shall enter into an agreement with the Consultant respecting the payment
of a finder's fee.
Company Obligations
1. Corporation agrees to assist consultant, as requested, in the
preparation of the corporate profile report.
2. Corporation will, if requested, provide or arrange to be provided to
Consultant or its designee, suitable accounting information as may
be necessary to complete the corporate "due diligence" necessary to
compile an accurate and detailed profile report on the company.
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3. Corporation agrees to provide Consultant with cetin business and
other material information about the Company, its products,
services, contacts, pending litigation, patents, trademarks and
other such business matter which Consultant may request an which
Consultant considers to be important for the completion of this
contract.
4. Corporation agrees, during the term of this agreement, to notify
Consultant of any changes in the status or nature of its business,
any pending litigation, or any other developments that may require
further disclosure.
5. Corporation will provide weekly DTC sheets showing the daily trading
o stock to Consultant.
5. Corporation will provide the NOBO list to Consultant monthly.
INDEMNIFICATION The Company agrees to provide the indemnification set forth
in "Exhibit A" attached hereto.
CORPORATE The obligations of FMR are solely corporate obligations,
OBLIGATIONS and no officer, director, employee, agent, shareholder or
controlling person of FMR shall be subject to any personal
liability whatsoever to any person, nor will
any such claim be asserted by or on behalf
of any other party to this Agreement.
ADDITIONAL If FMR is called upon to render services directly or
SERVICES indirectly relating to the subject matter of this Agreement,
beyond the services contemplated above (including, but
not limited to, production of documents,
answering interrogatories, giving
depositions, giving expert or other
testimony, whether by agreement, subpoena or
otherwise), the Company shall pay to FMR a
reasonable hourly rates for the persons
involved for the time expended in rendering
such services, including, but not limited
to, time for meetings, conferences,
preparation and travel, and all related
costs and expenses and the reasonable legal
fees and expenses of FMR's counsel.
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SURVIVAL OF The Sections entitled "Indemnification" (including "Exhibit
CERTAIN A"), "Corporate Obligation" and " Additional Services" shall
PROVISIONS survive any termination of this Agreement and FMR's engagement
pursuant to this Agreement. In addition, such termination
shall not terminate FMR's right to compensation accrued
through the date of termination and for reimbursement of
expenses. Any purported termination of this Agreement by the
Company prior to the end of the Initial Term, or any
termination by FMR as a result of non-payment or other
material breech by the Company, shall not terminate FMR's
right to the monthly fee through the entire Initial Term (as
FMR's time and commitment are expected to be greater in the
first part of its engagement).
ATTORNEYS FEES If any action or proceeding is brought to enforce or interpret
any provision of this Agreement, the prevailing party shall be
entitled to recover as an element of its costs, and not its
damages, reasonable attorneys' fees to be fixed by the court.
GOVERNING LAW California, without giving effect to the principles of
conflicts of law thereof.
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Agreed and Accepted:
Thinkpath, Inc. Financial Media Relations LLC
000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxx XX 00000 Xxx Xxxxxx Xxxx.
L6T5S6 Canada Suite 000
Xxxxxxx Xxxxx, XX 00000
By /s/ Declan French By /s/ Xxxxx Xxx Xxxxxxxx
-------------------- -------------------------
Name: Xxxxxx Xxxxxx Name: Xxxxx Xxx Xxxxxxxx
Position: CEO Position: Managing Member
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EXHIBIT A
INDEMNIFICATION PROVISIONS
Thinkpath, Inc. (the "COMPANY"), unconditionally, absolutely and irrevocably
agrees to and shall defend, indemnify and hold harmless Financial Media
Relations LLC (" FMR") and its past, present and future directors, officers,
affiliates, counsel, shareholders, employees, agents, representatives,
contractors, successors and assigns (FMR and such persons are collectively
referred to as the "INDEMNIFIED PERSONS") from and against any and all losses,
claims, costs, expenses, liabilities and damages (or actions in respect thereof)
arising out of or related to this Agreement, and any actions taken or omitted to
be taken by an Indemnified Party in connection with this Agreement ("INDEMNIFIED
CLAIM"). Without limiting the generality of the foregoing, such indemnification
shall cover losses, claims, costs, expenses, liabilities and damages imposed on
or incurred by the Indemnified Persons, directly or indirectly, relating to,
resulting from, or arising out of any misstatement of fact or omission of fact,
or any inaccuracy in any information provided or approved by the Company in
connection with the engagement, including information in an SEC filing, press
release, website, marketing material or other document, whether or not the
Indemnified persons relied thereon or had knowledge thereof. In addition, the
Company agrees to reimburse the Indemnified Persons for legal or other expenses
reasonable incurred by them in respect of each Indemnified Claim at the time
such expenses are incurred. Notwithstanding the foregoing, the Company shall not
be obligated under the foregoing for any loss, claim, liability or damage which
is finally determined to have resulted primarily from the willful misconduct,
bad faith or gross negligence of the Indemnified Person.
If any proceeding shall be brought or asserted under these provisions against an
Indemnified Person in respect of which indemnity may be sought under these
provisions from the Company, the Indemnified Person shall give prompt written
notice of such proceeding to the Company who shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to the Indemnified
Person (or if more than one, FMR), and the payment of all reasonable expenses;
provided that any delay or failure to notify the Company shall relieve the
Company of its obligations hereunder only to the extent, if at all, that it is
materially prejudiced by reason of such delay or failure. In no event shall any
Indemnified Person be required to make any expenditure or bring any cause of
action to enforce the Company's obligations and liability under the pursuant to
the indemnifications set forth in these provisions. The Indemnified Person shall
have the right to employ separate counsel in any of the foregoing proceedings
and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of the Indemnified Person unless; (i) the
Company has agreed to pay such fees and expensed; or (ii) the indemnified Person
shall in good faith determine that there exists actual or potential conflicts of
interest which make representation by the same counsel inappropriate and the
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Company refuses to provide separate counsel. In the event that the Company,
within five days after notice of any such proceeding, fails to assume the
defense thereof, the Indemnified Persons shall have the right to undertake the
defense, compromise or settlement of such proceeding, for the account of the
Company, subject to the right of the Company to assume the defense of such
proceeding with counsel reasonably satisfactory to the Indemnified Person at any
time prior to the settlement, compromise or final determination thereof by
reimbursing the Indemnified Person for all fees and costs incurred to date.
Anything in these provisions to the contrary notwithstanding, the Company shall
not, without the prior written consent of FMR (if FMR is an Indemnified Person)
or the Indemnified Person if FMR is not an Indemnified Person settle or
compromise any proceeding or consent to the entry of any judgment with respect
to any proceeding; provided, however, that the Company may, consent to the entry
of any judgment with respect to any proceeding; provided, however, that the
Company may, without the Indemnified Person's prior written consent, settle or
compromise any such proceeding that requires solely the payment of money damages
by the Indemnified Person and that includes as an unconditional term thereof,
the release by the claimant or the plaintiff of the Indemnified Person from all
liability in respect of such proceeding.
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