CLIENT SERVICES AGREEMENT
Agreement between: MARKHAM/NOVELL COMMUNICATIONS, LTD. (AGENCY) 000 Xxxx
00xx Xx., Xxx Xxxx XX 00000 and XxxxxxXxx.xxx, Inc. of 000 Xxxx Xxxxxxx Xxxx.,
Xxxxx 000, Xxxxx, XX 00000 (CLIENT).
AGENCY is hereby engaged to perform on behalf of CLIENT the services
specified on the attached schedule, for the twelve-month period beginning
January 1, 2001 through December 31, 2001, unless otherwise terminated or
extended as provided below.
In lieu of a cash retainer fee for services from January 1, 2001 to March
31, 2001, AGENCY will be awarded 100,000 shares of form 144 treasury stock in
XxxxxxXxx.xxx, Inc. (or its success or companies), which will become freely
tradable upon registration and will be included in the Client's short form SB2
Registration Statement expected to be filed shortly after execution of this
Agreement, The stock will be transferred to AGENCY upon commencement of duties
(January 1,2001). In the event the closing price of the company's stock public
traded shares reaches the level of $1.00 for a period of five trading days prior
to March 31, 2001, CLIENT will convey to AGENCY a certificate for an additional
50,000 shares of the company's stock under the same conditions as above. In the
event the closing price of the company's public traded shares reaches the level
of $2.00 for a period of five trading days prior to December 31, 2001, CLIENT
will convey to AGENCY a certificate for an additional 50,000 shares of the
company's stock under the same conditions as above. Retainer fee for services
rendered beginning April 1, 2001, such amount to be noted in a document to be
attached as a binding amendment to this Agreement.
A per diem surcharge will be paid for out-of-town travel requiring one or
more nights away from New York City, at the following rates: $1,000.00 per day
by a Principal/Director of AGENCY, and $500.00 by a staff employee, plus
expenses.
Any expenses incurred on behalf of CLIENT by AGENCY in connection with
activities covered under the attached schedule will be billed separately and
will be due and payable within ten days of receipt of a invoice that
incorporates appropriate receipts or other appropriate backup.
Any activity requiring an outlay by AGENCY of more than $500.00 will be
authorized in advance of execution of the activity and confirmed by written
memorandum. Upon request, CLIENT will make advance payments for extraordinary
services such as highly concentrated activities requiring additional personnel
based on estimated costs. Overpayments, if any, will be credited on subsequent
invoices.
Authorized disbursements by AGENCY to third parties whose work it
supervises on behalf of CLIENT for printing, production, artwork, photography,
audio/visual presentations, annual or quarterly report preparation, and like
will be billed to CLIENT at net cost plus a supervisory fee to AGENCY of 17.65%.
All other direct expenditures by AGENCY on CLIENT's behalf, such as those for
long-distance telephone, facsimile, travel, postage, clipping service,
photocopying and entertainment will be billed at net.
Reimbursement by CLIENT for all such expenditures or disbursements shall be
made upon presentation of invoices by AGENCY. AGENCY will be entitled to earn a
standard agency commission for any media placed on behalf of CLIENT.
CLIENT agrees to hold harmless and indemnify AGENCY for any legal actions
arising out of investor relations and/or public relations-related actions it
undertakes at CLIENT's request, including information it disseminates upon
approval of CLIENT, and to reimburse AGENCY for any reasonable legal costs
incurred as a result thereof.
It is understood that certain confidential and proprietary information
concerning operations, customer attraction programs, marketing activities,
financial information, and miscellaneous business and regulatory information may
be given to AGENCY by CLIENT AGENCY hereby agrees the information will be kept
confidential and shall not, without authorization from CLIENT either verbally or
in writing, be disclosed by the AGENCY other than in connection with the actual
or proposed public relations and investor relations activities.
This Agreement may be terminated upon 30-days written notice after the
first three months. The Agreement may be renewed upon its terms for an
additional period of one year by mutual consent of the parties, Upon termination
of this agreement, all outstanding stock options and expenses become immediately
payable.
FOR MARKHAM/NOVELL COMMUNICATIONS, LTD.
/s/Xxxxxxxxxx Xxxxxxx
______________________________________
Xxxxxxxxxx Xxxxxxx Date of Signature 1/9/01
FOR XXXXXXXXX.XXX., INC,
/s/Xxxxxx X. Xxxxxx
______________________________________
As President of ( XxxxxxXxx.Xxx.)
