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EXHIBIT 10.13
[RECOVERY NETWORK LETTERHEAD]
January 7, 1999
Xx. Xxxxxxxxx Xxxxxx-Xxxxx
Special Advisor, The Recovery Network, Inc.
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
Re: ENGAGEMENT PROPOSAL
Dear Xxxxxxxxx:
We are pleased to confirm by this Letter Agreement (the "Agreement") the terms
and conditions upon which The Recovery Network, Inc. (the "Company") has engaged
you ("Special Advisor") to assist us in the financing generally described as the
"Cable TV Industry Proposal" (the "financing"). The Company agrees to engage you
upon the terms and conditions set forth below.
1. THE SERVICES
Special Advisor shall render the following services (hereinafter, "Services") to
the Company and provide written reports to the Company with respect thereto as
requested by the Company at reasonable benchmarks throughout the term hereof.
a. Special Advisor will use her best efforts to assist and represent the
Company in obtaining both long term financing.
b. Special Advisor agrees to use her best efforts to assist in the
introduction to, and negotiation of the financing with certain potential
investors, subject to the prior approval of the Company. Such investors
("Investors"), shall be those listed on Exhibit A attached hereto, as
accepted by the Company at its sole discretion, and as updated from time to
time, and this Agreement applies only to such Investors.
c. Special Advisor shall render the services described above, with direct
supervision by the Company and at such time and in such manner as
Consultant and the Company may deem appropriate.
2. COMPENSATION, FEES AND EXPENSES
a. Special Advisor shall be paid, as follows:
(i.) In the event that the introduction by Agent to Investors results in a
financing, the Company agrees to pay to Special Advisor an incentive fee
equal to the "Xxxxxx Formula" of any cash or equivalent value received
by the Company as a direct result of
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such introduction, earned and payable to you at the time and in the
manner set forth in subparagraph (b) below. The incentive fee described
in the preceding sentence shall be payable in cash.
(ii.) The Board of Directors of the Company or a representative selected by
the Board of Directors, reserves the right to negotiate whatever
financing terms it deems are in its best interest and shall be under no
obligation to accept any financing or offers from any Investors.
(iii.) The Xxxxxx Formula shall mean an incentive fee equal to 5% of the first
$1 million of value; 4% of the second $1 million of value; 3% of the
third $1 million of value; 2% of the fourth $1 million of value; and 1%
on all amounts of value in excess of $5 million.
b. Payment of the incentive fee shall be earned only upon receipt by the
Company of some or all of the financing amount from Investors, and accepted
by the Company, and such payment shall be made at the Closing of such
financing. If there are multiple Closings, payment shall be made at each
such Closing in an amount equal to the applicable incentive fee relating to
the value of the financing involved at such Closing.
c. All expenses, approved in advance, incurred by you in connection with
your performance of this agreement shall be immediately payable upon
submission by you of an expense report accompanied by appropriate receipts.
Upon mutual agreement, arrangements will be made to provide you with an
advance on expenses, on the condition, that expense reports will be
promptly submitted by you in the customary format of the Company relating
to such advances.
d. Notwithstanding anything else to the contrary herein, as additional
compensation for your efforts to introduce and participate in negotiations
with the Investors, the Company agrees to issue and deliver to you 50,000
shares of The Recovery Network, Inc. Common Stock, immediately upon your
acceptance of this Agreement.
3. TERM
Either party may terminate this Agreement and the Services provided hereunder.
In the event, that the Company terminates this Agreement and the Services
provided hereunder, and within one (1) year from the date of such termination
the Company effects a financing or sale of the assets or completes a transaction
with Investors introduced to the Company by you, the Company shall pay to you
the incentive fees payable with respect to such financing or sale of assets or
completed transaction, as the case may be, upon the Closing of such financing or
sale, or completed transaction.
4. GENERAL TERMS
This Letter Agreement (i) constitutes the entire agreement between the parties
and may be amended only in writing executed by both parties; (ii) shall be
governed in accordance with the
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laws of the state of Colorado without giving effect to the principles of
conflicts of laws; and (iii) shall be effective as of the date hereof.
Enclosed are two copies of this Letter Agreement executed by the Company. Please
sign and return one copy to the Company to acknowledge acceptance of its terms,
and retain one copy for yourself. Each copy shall constitute a duplicate
original execution.
Sincerely,
THE RECOVERY NETWORK, INC.
/s/ XXXX XXXXXXXX
Xxxx Xxxxxxxx
President & CEO
Accepted and Agreed this 25th day of January, 1999.
SPECIAL ADVISOR
/s/ XXXXXXXXX XXXXXX-XXXXX
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Xxxxxxxxx Xxxxxx-Xxxxx
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EXHIBIT A
INVESTORS
INVESTOR RNET APPROVAL
TIME WARNER, XXXXX XXXXX AND AFFILIATES YES
XXXXXXX XXXXXX, CHARTER CABLE AND AFFILIATES YES
XXXXXXX XXX, CENTURY CABLE AND AFFILIATES YES
XXXX XXXXXXXXX, FALCON CABLE AND AFFILIATES YES
XXXXXXX XXXXXXX, XXXXXXX COMMUNICATIONS AND AFFILIATES YES
OTHER NAMES MAY BE ADDED UPON MUTUAL CONSENT.
INITIALED:
/s/ CSJ
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XXXXXXXXX XXXXXX-XXXXX
/s/ GH
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XXXX XXXXXXXX
