AGREEMENT made as of the 31 day of March 2003 by and between Equitilink, LLC,
maintaining its principal offices at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xx Xxxxx,
XX 00000 (hereinafter referred to as "Equitilink") and Health Express USA, Inc.,
located at 0000 Xxxx Xxxxxxxxx Xxxx. #000, Xxxxxxxxx Xxx., XX 00000,
(hereinafter referred to as "Client").
W I T N E S E T H:
WHEREAS, Equitilink is engaged in the business of providing and rendering public
relations and communications services and has knowledge, expertise and personnel
to render the requisite services to Client; and
WHEREAS, Client is desirous of retaining Equitilink for the purpose of obtaining
public relations and corporate communications services so as to better, more
fully and more effectively deal and communicate with its shareholders and the
investment banking community.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, it is agreed as follows:
ENGAGEMENT OF EQUITILINK. Client herewith engages Equitilink and Equitilink
agrees to render to Client public relations, communications, advisory and
consulting services.
A. The consulting services to be provided by Equitilink shall include, but
are not limited to, the development, implementation and maintenance of an
ongoing program to increase the investment community's awareness of
Client's activities and to stimulate the investment community's interest
in Client. Client acknowledges that Equitilink's ability to relate
information regarding Client's activities is directly related to the
information provided by Client to Equitilink.
B. Client acknowledges that Equitilink will devote such time as is reasonably
necessary to perform the services for Client, having due regard for
Equitilink's commitments and obligations to other business for which it
performs consulting services.
TERM AND TERMINATION. This Agreement shall be effective upon its execution by
Equitilink and Client and shall continue for a period of ten (10) months
commencing upon the date the Client's Form SB-2 Registration Statement (the
"Registration Statement") is declared effective by the Securities & Exchange
Commission (the "Effective Date"). If the Registration Statement is not declared
effective by the Securities and Exchange Commission, or Client withdraws the
Registration Statement, this Agreement shall automatically be terminated without
any further action. Additionally, either party can cancel this Agreement with a
30-day advance written notice.
TREATMENT OF CONFIDENTIAL INFORMATION. Company shall not disclose, without the
consent of Client, any financial and business information concerning the
business, affairs, plans and programs of Client which are delivered by Client to
Equitilink in connection with Equitilink's services hereunder, provided such
information is plainly and prominently marked in writing by Client as being
confidential (the "Confidential Information"). Equitilink will not be bound by
the foregoing limitation in the event (i) the Confidential Information is
otherwise disseminated and becomes public information or (ii) Equitilink is
required to disclose the Confidential Information pursuant to a subpoena or
other judicial order.
REPRESENTATION BY EQUITILINK OF OTHER CLIENTS. Client acknowledges and consents
to Equitilink rendering public relations, consulting and/or communications
services to other clients of Equitilink engaged in the same or similar business
as that of Client.
INDEMNIFICATION BY CLIENT AS TO INFORMATION PROVIDED TO EQUITILINK. Client
acknowledges that Equitilink, in the performance of its duties, will be required
to rely upon the accuracy and completeness of information supplied to
it by Client's officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend Equitilink, its officers, agents and/or
employees from any proceeding or suit which arises out of or is due to the
inaccuracy or incompleteness of any material or information supplied by Client
to Equitilink.
INDEPENDENT CONTRACTOR. It is expressly agreed that Equitilink is acting as an
independent contractor in performing its services hereunder. Client shall carry
no workers compensation insurance or any health or accident insurance on
Equitilink or consultant's employees. Client shall not pay any contributions to
social security, unemployment insurance, Federal or state withholding taxes nor
provide any other contributions or benefits that might be customary in an
employer-employee relationship.
NON-ASSIGNMENT. This Agreement shall not be assigned by either party without the
written consent of the other party.
COMPENSATION. SEE SCHEDULE A1
NOTICES. Any notice to be given by either party to the other hereunder shall be
sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to such party at the address specified on the first
page of this Agreement or such other address as either party may have given to
the other in writing.
MODIFICATION AND WAIVER. This Agreement may not be altered or modified except by
writing signed by each of the respective parties hereof. No breach or violation
of this Agreement shall be waived except in writing executed by the party
granting such waiver.
ENTIRE AGREEMENT This writing constitutes the entire Agreement between the
parties. This Agreement can only be modified by a written contract signed by
both parties. In the event that any party brings suit to enforce any part of
this Agreement, the prevailing party shall recover attorney fees and legal
costs. This Agreement shall be interpreted according to the laws of the state of
California. By signing below all parties agree they have the authority to bind
their respective companies.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
Equitilink, LLC
By: ___________________________ Date: 3-31-03
Xxxxx X. Xxxxxxx, Managing Director
By: ___________________________ Date: 3-31-03
Xxxxxx X. Xxxxxxx, Managing Director
HEALTH EXPRESS USA, INC.
By: ___________________________ Date: 3-31-03
XXXXX X'XXXXXX, COO
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SCHEDULE A-1
PAYMENT FOR SERVICES AND REIMBURSEMENT OF EXPENSES
On the date hereof, Client shall issue two hundred thousand (200,000)
shares of HEXS stock for the benefit of Equitilink. All shares shall be
issued upon execution of this Agreement and held in escrow by Xxxxxxxxxxx
& Xxxxxxxx, LLP, to be delivered to Equitilink in the following
installments beginning on the Effective Date:
DUE DATE NUMBER OF SHARES
5 days after Effective Date 30,000
1 month after Effective Date 20,000
2 months after Effective Date 20,000
3 months after Effective Date 25,000
4 months after Effective Date 25,000
5 months after Effective Date 20,000
6 months after Effective Date 20,000
7 months after Effective Date 20,000
8 months after Effective Date 20,000
TOTAL SHARES 200,000
If this Agreement is terminated pursuant to its terms prior to the end of
ten (10) months, all deliveries of shares to Equitilink that have not
previously been made shall be forfeited, and all undelivered shares held
by Xxxxxxxxxxx & Xxxxxxxx LLP shall be returned to Client.
Equitilink, LLC
By: ___________________________ Date: 3-31-03
Xxxxx X. Xxxxxxx, Managing Director
By: __________________________ Date: 3-31-03
Xxxxxx X. Xxxxxxx, Managing Director
HEALTH EXPRESS USA, INC.
By: ___________________________ Date: 3-31-03
Xxxxx X'Xxxxxx, COO
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