EXHIBIT 10.28
October 1, 1999
Xxxxx Xxxxx
Managing Member
Columbia Managing Partners, LLC
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxx Xxxxx, XX 00000
Re: Corporate Development Consulting and Advisory Services
Dear Xx. Xxxxx:
This letter sets forth the agreement between PHYMED, INC, an Oklahoma
Corporation, and Columbia Managing Partners, a Nevada LLC ("Consultant"), with
respect to certain consulting and advisory services to be provided by Consultant
to the Company from time to time. Consultant hereby agrees to provide the
Company from time to time throughout the term of this agreement, corporate
development services, including strategic planning, optimization of capital
structure, access to capital markets, and such other similar services as the
Company may require from time to time.
Consultant shall be paid a "Consulting Fee" for the consulting services provide
under this Letter of Agreement. Said Consulting Fee shall be in the amount of
$300,000 and paid on the fifteenth (15th) of the month commencing with the month
of October 1999.
Consultant shall not be entitled to any transaction fees. A "Transaction Fee" is
defined as a fee paid for each completed acquisition or capital placement by the
Company brought by the Consultant during the term of this agreement, based on
the total amount paid by the acquiring party or the total capital raised.
In addition to the Consulting Fee, Consultant is to be reimbursed by the Company
for out-of-pocket expenses ("Expenses") incurred for such matters as travel,
printing and reproduction, outside computer time charges, postage, delivery
services, facsimiles, outside expert and consultant fees, long-distance
telephone charges, local transportation and the like. Outstanding disbursements
will be indemnified and billed separately or upon billing for consulting and
advisory services.
Consultant reserves the right to charge interest at the rate of 1.5% per month
from the invoice date if invoices are not paid within 30 days.
The term of this agreement shall be three years commencing on October 1, 1999
and shall terminate on September 30, 2002.
This agreement shall be governed by and construed in accordance with the laws of
the State of Texas, without giving effect to its conflicts of laws principles.
No provision of this agreement may be modified, amended or waived except by a
writing signed by each party hereto.
The undersigned have caused this letter to be duly executed and
delivered, intending to be bound by the terms and conditions hereof.
Consultant:
By: /s/ Xxxxx Xxxxx
--------------------------------
Xxxxx Xxxxx
PHYMED, INC.:
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
