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XXXXX & CO.
STEM CELL THERAPHY INTERNATIONAL CORPORATION
INVESTOR & MEDIA RELATIONS CONTRACT
February 10, 2005
Xx. Xxxxxx Xxx
Chairman and Chief Executive Officer
STEM CELL THERAPY INTERNATIONAL CORPORATION
0000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
VIA EMAIL: xxxxxx_xxx@xxxxxxx.xxx
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Dear Xxxxxx,
This letter when signed by you and returned with the first month's retainer for
Xxxxx & Co.'s investor and media relations-related services confirms that you
are retaining Xxxxx & Co. as your investor and media relations counsel for a
six-month period beginning February 14, 2005 on behalf of Stem Cell Therapy
International Corporation, a Nevada Corp.
The fee for our investor and media relations services for the period stated
above will be $3,000 per month for the months of February, March, April plus 20
thousand Rule 144 shares of Stem Cell Therapy Corp. (OTCBB: SCTI) stock valued
at par. When, after 12 months, this stock can be exercised, Xxxxx & Co. has the
option to request the company to issue additional shares so that the exercise
value of the transaction in total is equal to $100,000. The initial three
months of fees, totaling $9,000, is payable with the signing of this contract.
For the second half of the agreement, the monthly fee will increase to $6,000
per month payable for months of May, June and July. Each of those fees is due
to Xxxxx & Co. at the start of each month.
Under a separate budget Xxxxx & Co. has agreed to create and develop an investor
relations (IR) kit for Stem Cell Therapy Corporation. A key document and anchor
of the kit is the Fact Sheet. Xxxxx & Co. will develop the fact sheet, which is
used during marketing and outreach of Stem Cell Therapy to the investment
community, media and shareholders. This process includes research, writing,
editing, and updating the corporate fact sheet on an as needed basis during the
length of the relationship with Xxxxx & Co. The fact sheet would contain a
wealth of information about Stem Cell Therapy Corporation, which includes
descriptions of the company, its product, financial information, investment
highlights, market size and opportunities, company news and strategic
partnerships. Included in the kit will be company press releases, SEC filings,
and other marketing materials provided by the Company which would warrant
inclusion in the kit. The kit also would serve as a key resource for the
financial media. The one time cost for the development of items listed above is
$5,000. The cost does not include design or printing of folders, printing costs
to fulfill the kits, or postage. It does not include the design of any
corporate logo.
At the signing of this contract, we also require a deposit of $500.00 to be used
as a revolving credit against out-of-pocket expenses incurred on your behalf. A
check for this amount will also be due along with a signed copy of this
agreement. In addition to the fee you agree to reimburse us for out-of-pocket
expenses which include but are not limited to such items as: copying, fax,
Internet research, media meetings, telephone, messenger service, transportation
and travel, mail and overnight mail, office services and supplies, publications
and subscriptions, clipping services and associated costs. We will send you a
monthly accounting of such costs and you agree to reimburse Xxxxx & Co. in the
amount of such charges upon receipt of our invoice. You also agree to replenish
the revolving credit when notified.
In addition, all outside production services including but not limited to:
printing, offsetting of materials, photostats, large-scale mailings,
photography, art work, press parties and special events on your behalf will be
re-billed at the end of each calendar month with a standard agency mark up of
8.25% and are payable upon receipt. It is specifically understood that Xxxxx &
Co. will enter into such contracts with outside providers only with your advance
approval. We will act as your agent on behalf of such agreed upon outside
provider services, but providers will be informed that you are ultimately
responsible for payment of their bills in the event that we don't receive
payment from you directly.
No single outside production or vendor expense item over $500 will be undertaken
without your advance approval. You will be required to immediately pay us in
advance for any out-of-pocket expense item of more than $1,000 before a
commitment is made to incur it.
Our fee is based on our evaluation of the number of professional hours that will
be necessary to carry out our program on your behalf. We will present you with
additional budget estimates for any activities that were not included in the
agreed upon program.
Xxxxx & Co. agrees to hold confidential all non-public information we receive
from you. You agree to indemnify and hold harmless Xxxxx & Co. from and against
all losses, claims, damages, expenses or liabilities which we may incur based on
information, representations, reports or data you furnish us, to the extent that
such material is furnished, prepared, approved by you and used by us.
We expect you to be responsive to our invoices and pay us promptly. Should you
have any question about any item in our out-of-pocket invoices, you must notify
us within thirty [30] days of receipt of said invoices and agree to pay all
non-disputed or questioned items immediately.
This Agreement shall be construed in accordance with the laws of the State of
New York applicable to agreements made and wholly to be performed in such State.
The Agreement may not be amended or modified except in writing and shall be
governed and construed in accordance with the laws of the State of New York
without regard to the principles of the conflicts of law.
Unless either of us notifies the other in writing by registered mail sixty-days
(60) before this agreement expires, but under no circumstances before June 14,
2005, it will be renewed automatically for another six months.
Please sign two copies of this agreement and return one along with your check
for our first month's services and the revolving credit. You have our assurance
of our very best efforts on your behalf.
Sincerely,
Xxxxxxxxx Xxxxx
President
XXXXX & CO.
February 4, 2005
Accepted and Approved:
___________________________
Xxxxxx Xxx
Chairman & Chief Executive Officer
STEM CELL THERAPY INTERNATIONAL CORPORATION
Date: ______________________
