EXHIBIT 10.15
GFC
COMMUNICATIONS CORP.
February 11, 1999
Xxxxxx X. Xxxxx
President and co-CEO
National Boston Medical, Inc.
00 Xxxxxx Xxxxx
Xxxxxx, XX 00000
Re: Public Relations and Advertising services
Dear Xx. Xxxxx:
This letter sets forth the agreement (the "Agreement") between National Boston
Medical, Inc. (the "Company") and GFC Communications Corp. ("GFC"), concerning
public relations, advertising, and related advisory services (hereafter being
referred to as the "Services") rendered to the Company from February 11, 1999
and continuing through February 10, 2000 (approximately 12 months).
When countersigned in the space provided below, this letter shall serve as our
agreement, as follows:
1. The Services
GFC shall provide public and financial communication services to the
Company, and serve, when requested, as the Company liaison and
spokesperson. Such services shall include but are not limited to the timely
response, by fax, telephone or mail, to all inquiries related to the
Company form the press, shareholders, or other interested parties. Such
response shall consist of written materials, such as copies of public
announcements, press kits, current corporate profits of the Company, and
teleconferencing as necessary. Additionally, GFC agrees to make reasonable
efforts to increase public participation in the Company's activities by
organizing and supervising the production of corporate advertising,
internet web site(s), and quarterly and annual financial reports
(collectively, the "Services") as approved by the Company.
With respect to providing the Services, GFC agrees to make itself available
for reasonable amounts of time and upon reasonable notice, devote
reasonable and good faith attention to the Company's other communications
and public relations needs. Specific assignments, however, will be mutually
agreed upon and may incur additional fees to the Company. It is understood
that GFC does not perform investment advisory services and/or advise any
person or entity to buy or sell the Company's stock, and that as a liaison
between the Company and its shareholders, GFC only disseminates information
as an intermediary on behalf of the Company.
2. Compensation for the Services
In compensation for the Services, the Company agrees to pay GFC a base fee
equal to Five Thousand Dollars ($5,000) per month ("Compensation"), due
monthly in arrears, thirty (30) days following the effective date of this
Agreement, and payable no later than fifteen (15) days
following the close of each calendar month.
In addition, the Company shall reimburse GFC for out-of-pocket expenses in
connection with GFC's Services to the Company, including but not limited to
expenses related to telecommunication and travel; third-party advertising,
consulting, and mail processing; postage and express mail; and related
materials (according to, but not limited to, the Schedule of Standard
Expenses, Item 14, below) within thirty (30) days upon GFC submitting to
the Company an invoice itemizing such expenses. Interest on any overdue
balance owed to GFC by the Company shall accrue at 1.5% per month.
Unless otherwise agreed and approved in writing between GFC and the
Company, all such third party and out-of-pocket expenses exceeding $1,800
per instance incurred by GFC in performing the Services under this
Agreement and not covered by the Compensation shall be subject to approval
by the Company in advance (See form "Addendum A," attached.). The Company
has sixty (60) days form the date of invoice to contest any charges over
one thousand eight hundred dollars ($1,800) that it believes were not
approved, after which time such charges shall be considered approved in
writing.
3. Method of Compensation
At the Company's election, the Compensation may be paid in cash or in
shares of the Company's common stock (the "Fee Shares"). In the event the
Compensation contains Fee Shares, the company shall provide GFC a minimum
of (250,000) shares of the Company's free- trading common stock in the name
of GFC.
GFC will send the Company a statement for fees and costs. Unless objection
is made to GFC's bill, sufficient common stock of the Company, net of
commission, shall then be sold forthwith at the prevailing market price to
satisfy such statement. GFC may occasionally sell a reasonable amount of
fee shares ahead of amounts due to GFC, or may delay the sale of shares, in
order to accommodate the selling broker.
In the course of GFC's representation of the Company, if all of the Free
Shares are sold, additional shares sufficient to cover projected fees and
costs shall be remitted, in an amount contemporaneously agreed to by the
parties, under the same terms and conditions as enumerated above. At the
conclusion of GFC's representation of the Company, and the payment of all
final fees and costs, may unused Fee Shares or sale proceeds shall
forthwith be returned to the Company.
4. Termination
Either party may terminate upon thirty (30) days prior written notice to
the other. In the event of termination, all fees and charges owed by the
Company to GFC up until the effective date of termination (including any
unreimbursed expenses) will be paid to GFC within ten (10) days of the
later of the effective termination date or the notice date. Interest on any
overdue balance owed to GFC by the Company shall accrue at 1.5% per month.
Upon termination of this Agreement the Company is to pay for all authorized
work in progress. GFC shall transfer, assign and make available to the
Company, or its representative, all property and materials in GFC's
possession or control which belong to and were paid for by the Company.
5. Reports
At the Company's request, GFC agrees to supply a report at least once a
month, verbally or included in the billing invoice, on general activities
and actions taken on behalf of the Company.
6. Materials
The Company agrees to furnish any supplies and materials with GFC may need
regarding the Company, its management, products, financial and business
status and plans.
7. Independent Contractor Status
GFC is acting as an independent contractor, and not as an employee or
partner of the Company. As such, neither party has the authority to bind
the other, nor make any unauthorized representations on the behalf of the
other.
8. Indemnification
The Company shall indemnify GFC and its officers and employees and hold
them harmless for any acts, statements or decisions made by GFC in reliance
upon information supplied to GFC by the Company, or in accordance with
instructions from or acts, statements or decisions approved by the Company.
This indemnity and hold harmless obligation shall include expenses and fees
including attorneys fees incurred by GFC in connection with the defense of
any act, suit or proceeding arising out of the foregoing.
9. Confidential Information
GFC will use its best efforts to maintain the confidential nature of the
proprietary or confidential information the Company entrusts to it through
strict control of its distribution and use. Further, GFC will use its best
efforts to guard against any loss to the Company through the failure of GFC
or their agents to maintain the confidential nature of such information.
"Proprietary" and "confidential information," for the purpose of this
Agreement shall mean any and all information supplied to GFC which is not
otherwise available to the public, including information which may be
considered "inside information" within the meaning of the U.S. securities
laws, rules and regulations.
10. Option to Purchase Shares and Restricted Stock Bonus
In consideration for GFC entering into this Agreement, the company hereby
grants GFC immediately exercisable options to purchase up to Three Hundred
Thousand (400,000) shares of its common stock, exercisable as follows (in
U.S. dollars, and adjusted for stock splits):
Seventy-five Thousand (75,000) shares at seventy five cents ($0.75), and
Seventy-five Thousand (75,000) shares at One Dollar Fifty Cents ($1.50),
Seventy-five Thousand (75,000) at Two Dollars and Fifty Cents ($2.50), One
Hundred and Seventy-five Thousand (175,000) shares at Three Dollars Fifty
Cents ($3.50). The options shall have a life of three years.
Upon its first and sixth month of engagement of GFC, the Company will issue
to GFC 200,000 shares of the Company's common stock, restricted under SEC
Rule 144.
11. Other Transactions
GFC may, on its own accord and outside of the scope of the Services to be
provided under this Agreement, choose to investigate possible acquisitions
or merger candidates for the Company, or identify sources of financing for
certain of the Company's lines of business (collectively, a "business
Opportunity"). GFC shall also be entitled to receive from the Company a
"Transaction Fee," as a result of any transaction effected by the Company
with a Business Opportunity introduced by GFC or by a third party
introduced by GFC. A Business Opportunity shall include the merger, sale of
assets, consolidation or other similar transaction or series or combination
of transactions whereby the Company or its subsidiaries transfer to the
other, or both transfer to a third entity or person, assets or any interest
in its business in exchange for stock, assets, securities, cash or other
valuable property or rights, or wherein they may a contribution of capital
or services to a joint venture, commonly owned enterprise or venture with
the other for purposes of future business operations and opportunities.
To be a Business Opportunity covered by this section, the transaction must
occur during the term of this Agreement, or during the period of one year
after the expiration of this Agreement. In the event this paragraph shall
apply, any Transaction Fee due shall be based upon the net value of the
consideration, securities, property, business, assets or other value given,
paid, transferred or contributed by, or to the Company, and shall be equal
to five percent (5%) of the first One Million Dollars ($1,000,000) of such
net value, four percent (4%) of the second One Million Dollars
($1,000,000), three percent (3%) of the third One Million Dollars
($1,000,000), two percent (2%) of the fourth One Million Dollars
($1,000,000) and one percent (1%) of all of the remaining net value. Unless
otherwise mutually agreed in writing prior to the closing of any Business
Opportunity, the Transaction Fee shall be paid in cash or in kind at the
closing of the transaction.
12. Issuance and Registration of Shares
If the Fee Share provided are not registered or free-trading, as soon as
practicable following the execution of this Agreement, the Company will
include the Option Shares and the Fee Shares, if any, in an appropriate
Registration Statement to be filed with the Securities and Exchange
Commission. In the event the compensation hereunder contains Fee Shares,
GFC, at its sole discretion, may request that such shares may be issued
prior to registration or instead of registration in reliance on exemptions
from registration provided by Section 4(2) of the Securities Act of 1933
(the "Act"), Regulation D of the Act, and applicable state securities laws.
14. Schedule of Standard Expenses
The following sets forth the standard expenses for financial communications
and public relations services between GFC Communications and the Company.
Standard expenses may include but are not limited to:
Description Cost
Facsimile Transmission (including long distance charges): $0.60/page
First Class Mail, Standard letter/Press Release, including postage
& materials: $0.60 ea.
Bulk Rate Mail, Standard Letter, including postage & materials: $0.50 ea.
Two page fact sheet w/Cover Letter, Custom Business Reply
Card, including materials, First Class Mail: $1.25 ea.
Two page fact sheet w/Cover Letter, Custom Business Reply
Card, including materials, Bulk Rate Mail: $1.15 ea.
Bulk Rate Reply card return postage & processing: $0.60 ea.
Complete Investor Package (as supplied by Company),
w/Cover Letter, 2 day, U.S. Postal Service Priority Mail: $4.00 ea.
Express Mail (i.e., Federal Express Standard Overnight): Standard Carrier Rates
Telephone, Photocopies and Teleconferencing Charges: Standard Carrier Rates
Travel Standard Carrier Rates
These rates are subject to change due to an increase or decrease in third party
vendor rates.
If the foregoing is agreeable, please indicate your approval by dating and
signing below and returning an original copy to me.
Very truly yours,
GFC COMMUNICATIONS CORPORATION
Signed: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
President
GFC Communications Corp.
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED this 18th day of Feb, 1999, with an effective date retroactive
to the date services were first performed for the Company.
NATIONAL BOSTON MEDICAL, INC. (NBM)
Signed: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: ___________________
Title: ____________________
Xxxxxx X. Xxxxx
President
National Boston Medical, Inc.
GFC COMMUNICATIONS FINANCIAL PUBLIC RELATIONS
COMMUNICATIONS AGREEMENT
ADDENDUM "A"
Additional activities for financial communications and financial public
relations services between GFC Communications and the Company:
Description Fee/Expense Amount One time or Monthly?
1) 50,000 mailing of fact sheet @ US $1.15 ea One-time
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED this _____ day of ___________, 19____.
GFC COMMUNICATIONS CORPORATION
Signed: _______________________________
Xxxxxxxx X. Xxxxx
President
GFC Communications Corp.
000 X. Xxxxxxxxxx Xxx. Ste. 0000
Xxxx Xxxx Xxxxx, XX 00000
READ AND ACCEPTED this ________ day of ___________, 19_____.
NATIONAL BOSTON MEDICAL, INC.
Signed: _____________________________
Name: ______________________________
Title: _______________________________
Xxxxxx X. Xxxxx
President
National Boston Medical, Inc.
00 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
