Exhibit 4.1
1
EXCELSIOR MANAGEMENT, LLC
-------------------------
This Agreement (the "Agreement") is made and entered into this 1st day of April,
2003 by and between MicroSignal Corporation ("MSGL"), a Nevada corporation and
Xxxxxxx X. Xxxxxx as COO of Excelsior Management, LLC ("EXC"), a Nevada limited
liability company.
1) TERM: EXC will perform services outlined below for a period of 60 CALENDAR
-----------
DAYS.
-----
1a) The service term shall commence on the 1st day of April 2003 and extend
through the 1st day June 2003.
1b) The Internet and Email advertising campaigns shall be performed on
selected days during the specified term of this Agreement.
2) CONSIDERATION: In consideration for the services to be provided by EXC
under this Agreement, MSGL shall issue to EXC:
2A) One million two hundred thousand (1,200,000) shares of common stock of
MSGL registered through an S-8 filing.
2B) Stock shall be deposited into the following account:
Excelsior Management, LLC
NevWest Securities
0000 Xxxx Xxxxxxx Xxxxx Xxxxxxx, Xxxxx X-0
Xxxxxxxxx, Xxxxxx 00000
Attn: Xxxxx X. Xxxxxxxx, Director of Corporate Finance
Tel: 000-000-0000
Fax: 000-000-0000
Account Number: 2979-9530
DTC Number: 0733 Xxxxx Fargo Investments
3) SERVICES: EXC or its affiliates agrees to perform the following services for
MSGL:
3A) WEB SITE CONTENT DEVELOPMENT.
(i) Recommend and assist in the enhancement of MSGL web site
structure, layout and content.
3B) SALES AND MARKETING DEVELOPMENT VIA CUSTOMER IDENTIFICATION AND SALES
MESSAGE.
(i) Identify MSGL's potential Internet market, sales and customers.
(ii) Determine the main sales base, offer solutions, new customers to
reach and Joint Venture prospects.
(iii) Market test findings to further define sales channels to be
built.
(iv) Build a sales message designed to attract Internet buyers and
market test findings.
(v) Incorporate sales messages and sales market research results into
web sites.
XX Xxx 00000 Xxxxxx Xxxx, XX 00000-0000 Mobile: 000-000-0000
Fax: 000-000-0000 Email: xxxxxxxxxxxxx@xxx.xxx
2
EXCELSIOR MANAGEMENT, LLC
-------------------------
3C) TOP SEARCH ENGINE RANKINGS.
(i) Select and market test the groups of "Keywords" that buyers will use
to search for MSGL's web site.
(ii) Provide specially designed sets of "META TAGS" to enhance search
engine rankings.
(iii) Assist in construction of site pages designed to maximize search
engine placements.
(iv) Submit site pages to Major Search Engines and additional Search
Engines to be selected for MSGL product effectiveness.
(v) Monitor rankings, provide adjustments and conduct on-going
re-submission programs to maintain top positions.
3D) PRESS RELEASE WRITING AND TARGET DISTRIBUTION SERVICES
(i) Assist MSGL with the planning, development and writing of Corporate
Press Releases.
(ii) Directly Fax and Email press releases to selected trade publications,
key media news desks, selected financial news web sites, targeted
media editors and writers.
(iii) Set up and maintain a "Hotline" telephone voice mail system program
that informs and involves callers while obtaining contact information.
3E) MEDIA COVERAGE SERVICES
(i) Identify editors and writers at on-line news sites, newspapers,
business journals and trade publications that report on news related
to MSGL and the products and services that they provide.
(ii) Write and present MSGL summaries and sample articles to targeted media
sources, selected writers and editors.
(iii) Conduct Email, fax and telephone communications programs to establish
positive relationships with targeted media sources, selected writers
and editors.
3F) INCREASE SALES AND SEARCH ENGINE RANKINGS WITH INTERNET LINKS PROGRAMS
(i) Identify and locate contact sources at other web sites that will
provide sales traffic enhancing links.
(ii) Contact sites to establish links to MSGL' web site.
3G) OTHER CUSTOMIZED METHODS TO INCREASE BUYER TRAFFIC
(i) Identify, develop and enact other customized programs to increase
buyer traffic.
3H) INTERNET AN EMAIL ADVERTISEMENT PROGRAM
(i) Conduct the following Internet advertisement program:
(ia)Five (5) days of directing MSGL Internet "pop up ads to
thirty million (30,000,000) IP addresses per day. This will
reach an estimated three to four million
(3,000,000-4,000,000) computers users on a daily basis.
(ii) Conduct the following Email advertising campaign:
(iia) Five (5) days of sending three million (3,000,000) Email
messages per day to a specifically compiled growth stock
investor "Opt In" mailing list.
XX Xxx 00000 Xxxxxx Xxxx, XX 00000-0000 Mobile: 000-000-0000
Fax: 000-000-0000 Email: xxxxxxxxxxxxx@xxx.xxx
3
EXCELSIOR MANAGEMENT, LLC
-------------------------
4) PROVISIONS
4A) REVERSE SPLIT PROVISION
(i) In the event of a reverse split occurring on the stock of MSGL,
the original stock compensation shares shall be re-issued on the
day after the reverse split. This provision shall be valid for a
period of 12 months starting from the execution date of this
Agreement.
4B) CONSULTING SERVICES
(i) MSGL hereby retains EXC and all of its subsidiaries, affiliates,
subcontractors, etc., as independent contractors to MSGL and EXC
hereby accepts and agrees to such retention.
(ii) It is acknowledged and agreed by MSGL and EXC does not carry any
professional licenses, is not rendering legal advice or
performing accounting services, nor acting as an investment
advisor or broker/dealer within the meaning of any applicable
State or Federal Securities Law.
(iii) It is acknowledged and agreed by MSGL that the consulting
advisory services to be performed to MSGL hereunder shall not be
rendered in connection with the offer and/or sale of securities
in a capital raising transaction.
4C) INDEPENDENT CONTRACTOR
(i) EXC, its subsidiaries, affiliates, subcontractors, etc., agrees
to perform its consulting duties hereto as an independent
contractor. Nothing contained herein shall be considered to as
creating as employer-employee relationship between the parties of
this Agreement.
(ii) MSGL shall not be liable to third parties for acts of EXC its
subsidiaries, affiliates, subcontractors, etc., in performing the
consulting duties hereunder, except in the case of damages or
injuries acting on behalf of MSGL.
(iii) MSGL shall not make social security, workers compensation or
unemployment insurance payments on the behalf of EXC, its
subsidiaries, affiliates, subcontractors, etc.
(iv) The parties hereto acknowledge and agree that EXC, its
subsidiaries, affiliates, subcontractors, etc., can not guarantee
the results or effectiveness of any of the services rendered or
to be rendered by EXC, its subsidiaries, affiliates,
subcontractors, etc., hereunder.
(v) EXC, its subsidiaries, affiliates, subcontractors, etc., shall
use its "Best Efforts" to conduct its services and affairs in a
professional manner and in accordance with good industry
practice.
4D) TIME, PLACE AND MANNER OF PERFORMANCE
(i) EXC, its subsidiaries, affiliates, subcontractors, etc., shall be
available for advice to the officers and directors of MSGL at
such reasonable and convenient times and places as may be
mutually agreed upon.
(ii) Except as aforesaid, the time, place and manner of performance of
the Services hereunder, inclusive of time allocated by EXC, its
subsidiaries, affiliates, subcontractors, etc., in any specific
service shall be determined at the sole discretion of EXC.
4E) EXPENSES
(i) MSGL and EXC shall be solely responsible for its own individual
expenses and disbursements incurred and anticipated to be
incurred in connection with its individual performance under this
Agreement.
XX Xxx 00000 Xxxxxx Xxxx, XX 00000-0000 Mobile: 000-000-0000
Fax: 000-000-0000 Email: xxxxxxxxxxxxx@xxx.xxx
4
EXCELSIOR MANAGEMENT, LLC
-------------------------
4F) TERMINATION
(i) This Agreement may be terminated at any time by mutual written
agreement between the two parties.
(ii) This Agreement may be terminated by either party upon written
notice to the other party if the other party is in default
hereunder and such default is not rectified within fifteen (15)
business days of such written notice of such default.
(iii) Written notice of default shall be deemed acknowledged by both
parties upon receipt of letter via registered mail or facsimile
followed letter sent by registered mail.
If to MSGL: If to EXC:
MicroSignal Corporation Excelsior Management, LLC
000 Xxxxxxxxxxx Xxxx., Xxxxx 000 XX Xxx 00000
Xxxxxxxxxx, XX 00000 Xxxxxx Xxxx, XX 00000-0000
4G) WORK PRODUCT
(i) It is agreed by both parties, that all information and material
produced for MSGL shall be the property of MSGL free and clear of
all encumbrances, liens, etc.
4H) CONFIDENTIALITY
(i) Until such time as the same may become publicly known, EXC, its
subsidiaries, affiliates, subcontractors, etc., agrees that any
information provided by MSGL, of a confidential nature will not
be revealed or disclosed to any person or entities, except in the
performance of this Agreement, and upon completion of the term of
this Agreement and upon written request of the Company, any
original documentation provided by MSGL will be returned.
4I) CONFLICT OF INTEREST
(i) EXC shall be free to perform services for other persons and
entities.
(ii) EXC shall notify MSGL of its performance of consulting services
which would conflict with its obligations under this Agreement.
4J) DISCLAIMER OF RESPONSIBILITY FOR ACTS OF THE CLIENT
(i) The obligations of EXC, its subsidiaries, affiliates,
subcontractors, etc., described in this Agreement consist solely
of the furnishings of information and advice to the client in the
form of services.
(ii) In no event shall EXC, its subsidiaries, affiliates,
subcontractors, etc., be required to represent or make management
decisions of MSGL.
(iii) All final decisions with respect to acts and omissions of MSGL
shall be that of MSGL and EXC, its subsidiaries, affiliates,
subcontractors, etc., shall under no circumstances be liable for
any expense incurred or loss suffered by MSGL as a consequence of
such acts or omissions.
4K) INDEMNITY BY CLIENT
(i) MSGL shall protect, defend, indemnify and hold EXC, its
subsidiaries, affiliates, subcontractors, etc., harmless from and
against all loses, liabilities, damages, judgements, claims
counterclaims, demands and actions incurred by MSGL.
XX Xxx 00000 Xxxxxx Xxxx, XX 00000-0000 Mobile: 000-000-0000
Fax: 000-000-0000 Email: xxxxxxxxxxxxx@xxx.xxx
5
EXCELSIOR MANAGEMENT, LLC
-------------------------
4L) APPLICABLE LAW
(i) It is the intention of the parties hereto that this Agreement and
the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and pursuant to the
laws of the State of Nevada and that in any action, special
proceeding or other proceeding that may be brought arising out
of, in connection with or by reason of this Agreement.
4M) SEVERABILITY
(i) All agreements and covenants contained herein are severable and
in the event any of them shall be held invalid by any competent
court, this Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein.
4N) ENTIRE AGREEMENT
(i) This Agreement constitutes and embodies the entire understanding
and agreement of the parties and supercedes and replaces all
prior understandings, agreements and negotiations between the
parties.
IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT.
For and on behalf of:
MICROSIGNAL CORPORATION EXCELSIOR MANAGEMENT, LLC
------------------------------- --------------------------------
Xxxxxxx XxXxxxxxx, Pres. & CEO Xxxxxxx X. Xxxxxx, COO
MicrSignal Corporation Excelsior Management, LLC
XX Xxx 00000 Xxxxxx Xxxx, XX 00000-0000 Mobile: 000-000-0000
Fax: 000-000-0000 Email: xxxxxxxxxxxxx@xxx.xxx
