FORTE COMMUNICATIONS, INC.
TODAY'S INVESTOR
00 Xxxxxxxx Xxxxx 0000
Xxx Xxxx, XX 00000
(000) 000-0000 Fax: (000) 000-0000
CompuServe 76702.2130
xxxxxxxxxxxxxx.xxx
facsimile: 011 44 1 222 480-479
Xx. Xxxxxxx X. Xxxxxxx
Xxxxxxx Xxxxxxx
00 Xxx Xxxxxx
Xxxxxxx XX0 0XX
Dear Xxxx:
RE: Consulting Agreement
Dear Xxxx:
This letter is to confirm my conversations with Xxx Xxxxxxxx regarding the
renewal of Forte Communications Inc.'s consulting agreement with MSU Corporation
effective February 15, 1997.
As per our verbal agreement, Forte Communications, Inc. agrees to accrue its
monthly consulting fee from February 15, 1997 forward until such time as MSU
Corporation ("MSU" or the "Company") achieves any of the following: revenues
through sales or financing of over $1 million.
MSU Corporation also agrees to accrue the monthly consulting fee due to Forte
and to reimburse all cash advances made on behalf of the Company as they are
incurred. These expenses include such items as electronic, telephonic, and email
transmittal of press releases to requesters, media and the financial community.
Mailing of media packages to current and prospective investors and members of
the financial community will be done only upon the written approval of one of
the Company's designees.
If the above is acceptable to you as corporate counsel and as a member of the
Board, please so indicate by signing in the place below and faxing it back to us
and mailing the original to us at your earliest convenience.
Sincerely,
XXXXXXX X. XXXXXXXXXX
Xxxxxxx X. XxXxxxxxxx
Managing Director
CWM:ct
FORTE COMMUNICATIONS, INC.
00 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
000-000-0000
Fax: 000-000-0000
CompuServe'r' 76702,2130
February 15, 1997
Xxx Xxxxxxxx
Chairman & President
MSU Corporation
000-000 Xxxxx Xxxx
Xxxxxxx Xxxxxx Xxxxxx
XX0 0XX
XX
RE: Letter of Understanding
Dear Xx. Xxxxxxxx:
As discussed, I am submitting the following proposal for Public Relations to
be performed by Forte Communications, Inc. on behalf of MSU Corporation
(the "Company") effective February 15, 1997.
The parties agree that Forte Communications, Inc. shall act as a consultant to
the Company.
1. Forte Communications, Inc. will consult with the Company as its public
relations advisor. Both Xxxxxxx XxXxxxxxxx and Xxxxxxxx Xxxxxx will act as
consultants for the Company on all public relations matters.
2. The parties agree that the consulting arrangement shall extend for a period
of one year (1) from February 15, 1997 and that it is automatically renewable
for an additional year upon the mutual consent of both parties. Neither party
shall have the right or option to terminate this agreement without mutual
consent during a period of activity.
3. The consulting activities shall continue from February 15, 1997.
4. The Company shall pay a non-cancelable retainer of five thousand dollars
($5000.00) which will be paid at the beginning of every month plus
reimbursement of out-of-pocket expenses including but not limited to
telephone, facsimile, secretarial and other services provided on behalf of
the Company. The Company agrees to pay upon presentation of documentation
any approved out-of-pocket expense provided Forte Communications, Inc. seeks
and secures approval of a budget figure prior to the expenditure.
In addition, options representing 50,000 shares of common stock exerciseable
at two dollars and no cents ($2.00) per share. These options shall be issued
in compliance with Regulation S-8.
5. Forte Communications, Inc. will use its best efforts to:
arrange Due Diligence meetings;
organize institutional investor meetings;
originate and disseminate information about the company including press
releases;
arrange for articles to appear in periodicals, tabloids, newsletters and
other media, as appropriate;
arrange for direct mail, broadcast, electronic, on-line and other media
services as desired by The Company to keep shareholders, investors, and the
brokerage community informed of the Company's activities.
6. The Company agrees that any controversy or claim arising from this Letter of
Understanding will be settled under the laws of New York State.
As we have discussed, monthly fee wil begin effective February 15. The options
outlined above will also be issued upon the signing of this Letter of
Understanding. Out-of-pocket expenses incurred in the normal course of
performing our services will be reimbursed upon presentation of receipts and, as
stated above, for any additional out-of-pocket expenses anticipated we will seek
prior approval from you.
If this Letter of Understanding properly outlines our agreement, please indicate
your acceptance by signing in the space provided below and returning it to me
via facsimile with the original being sent to me via first class mail at Forte
Communications, Inc., 00 Xxxxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000.
For MSU Corporation Forte Communications, Inc.
XXXXXXX X. XXXXXXXXXX
X.X. XXXXXXX Xxxxxxx X. XxXxxxxxxx
President
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Dated:_____________ Dated:______________
