January 2, 2003
Mr. Xxxxx Xxxxxx
Founder & Chairman
Lifen, Inc., DBA Crdentia
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000-0000
Dear Xxx,
Thank you for the opportunity to participate in the development of Lifen, Inc.
(Crdentia). I value the relationship we have developed over the years, and look
forward to achieving ongoing mutual success.
This correspondence, once signed, will serve as an Agreement between Health
Care Investment Visions LLC and Lifen, Inc. (Crdentia). Upon dual signature,
this document, including Exhibit A (terms and conditions) will be incorporated
herein to the Agreement.
Lifen, Inc. (Crdentia) (Lifen) has been formed to provide a vehicle for
consolidating small healthcare service companies. This will be accomplished
through a series of acquisitions and integration through information technology
to achieve operational efficiency. Health Care Investment Visions LLC has been
requested to provide guidance and leadership to Lifen as described below.
Scope of Services
-----------------
Health Care Investment Visions LLC will provide the services as follows:
Advisory Services
Health Care Investment Visions LLC will collectively serve as non-exclusive
Acquisitions Advisor to Lifen, and will be responsible for:
. Reviewing and providing analysis and guidance on transactions under
contemplation by Lifen
. Developing Lifen documentation
- Acquisition prospectus
- Market analysis/competitor overviews
- Business planning and marketing materials
. Identifying and evaluating potential acquisition candidates
Health Care Investment Visions LLC will be compensated for these advisory
services as follows:
. Health Care Investment Visions LLC will receive 100% stock compensation
based on a percentage of the gross proceeds or valuation of each
completed transaction for which Health Care Investment Visions is
responsible:
- 7% of the first $1 million or part thereof
- 6% of the second $1 million or part thereof
- 5% of the third $1 million or part thereof
- 4% of the fourth $1 million or part thereof
- 3% of the fifth $1 million or part thereof
- 2% of the sixth $1 million or part thereof
- 1% of the seventh $1 million or part thereof of gross proceeds or
total valuation, and for any amount in excess of $5 million
. Health Care Investment Visions LLC will be reimbursed for all directly
related expenses incurred during the course of providing Acquisition
Advisory services
. In the event that Lifen's cash flow and resources improves, Lifen will
engage in further negotiations to determine an appropriate cash-based
retainer for Health Care Investment Visions LLC's advisory services.
In addition to the services described above, Health Care Investment Visions
LLC will provide to Lifen the following information to be placed on Lifen's
website and in other marketing materials as mutually agreed upon:
. Biography/profile for Xxxxxx X. XxXxxx, MA, FACHE
. Health Care Investment Visions LLC company overview, logo, and link to
company home page
Please feel free to contact me should you have questions regarding this or
any other matter at (000) 000-0000. Health Care Investment Visions LLC looks
forward to working with Lifen, Inc. (Crdentia) and with you personally.
Sincerely,
/s/ Xxxxxx X. XxXxxx
_____________________________
Xxxxxx X. XxXxxx, MA, FACHE
Chief Executive Officer
Health Care Investment Visions LLC agrees to be bound by the terms of this
Agreement, including Exhibit A attached.
By: /s/ Xxxxxx X. XxXxxx Date: 1/2/03
_______________________________ __________________
Xxxxxx X. XxXxxx, MA, FACHE
Chief Executive Officer
Lifen, Inc. (Xxxxxxxx) agrees to be bound by the terms of this Agreement,
including Exhibit A attached.
By: /s/ Xxxxx Xxxxxx Date: 1/2/03
_______________________________ __________________
Xxxxx Xxxxxx
Founder & Chairman
Health Care Investment Visions LLC
Alameda, California
Terms & Conditions
January 2, 2003
Terms & Conditions
------------------
I. PROFESSIONAL FEES
Advisory Services:
Health Care Investment Visions LLC will be reimbursed for non-exclusive
Acquisition Advisory services performed under this Agreement as described below:
. Health Care Investment Visions LLC will receive 100% stock compensation
based on a percentage of the gross proceeds or valuation of each
completed transaction for which Health Care Investment Visions is
responsible:
- 7% of the first $1 million or part thereof
- 6% of the second $1 million or part thereof
- 5% of the third $1 million or part thereof
- 4% of the fourth $1 million or part thereof
- 3% of the fifth $1 million or part thereof
- 2% of the sixth $1 million or part thereof
- 1% of the seventh $1 million or part thereof of gross proceeds or
total valuation, and for any amount in excess of $5 million
. Health Care Investment Visions LLC will be reimbursed for all directly
related expenses incurred during the course of providing Acquisition
Advisory services
. In the event that Lifen, Inc. (Crdentia) cash flow and resources
improves, Lifen, Inc. (Crdentia) will engage in further negotiations to
determine an appropriate cash-based retainer for Health Care Investment
Visions LLC's advisory services.
For Services Performed Beyond the Scope of this Agreement:
Position Hourly Rate Daily Rate
---------------------------- ----------- ----------
Chief Executive Officer $ 400 $ 3200
Vice President $ 250 $ 2000
Client Services Executive $ 225 $ 1800
Research Director $ 225 $ 1800
Project Manager $ 225 $ 1800
Research Specialist/Analyst $ 180 $ 1440
Invoices are due within 30 days. All directly related expenses will be
invoiced monthly.
II. LIMITATION OF LIABILITY
In the execution of the defined professional services, Health Care Investment
Visions LLC will be acting as an advisor to Lifen, Inc. (Crdentia). Health Care
Investment Visions LLC maximum liability for damages in any form for services
provided under this Agreement will be limited to the total compensation received
by Health Care Investment Visions LLC under this Agreement. IN NO EVENT SHALL
HEALTH CARE INVESTMENT VISIONS LLC BE LIABLE IN ANY WAY FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL OR TORT DAMAGES REGARDLESS OF WHETHER HEALTH CARE
INVESTMENT VISIONS LLC HAS BEEN ADVISED OR HAS ADVISED LIFEN, INC (CRDENTIA) OF
THE POSSIBILITY OF SUCH DAMAGES. Lifen, Inc. (Crdentia) and Health Care
Investment Visions LLC agree to indemnify and defend each other from any
and all third party claims of liability resulting from either party's execution
or omission of services defined herein or either party's breach of this
Agreement except where there has been gross negligence or intentional
misconduct by either party or their employees.
III. DIRECTLY RELATED EXPENSES
Directly related expenses will include, as applicable, coach airfare, automobile
rental, lodging, personal automobile mileage and parking, report production and
food/communication expenses. All expenses will be reimbursed at actual cost
except for food/communication expenses which will be reimbursed at a per diem
rate of $40.00 for each day away from the San Francisco Bay Area, and for
automobile mileage which will be reimbursed at a rate of $0.325 per mile for
travel outside the San Francisco-Oakland area.
IV. CONFIDENTIALITY AGREEMENT
Health Care Investment Visions LLC agrees to maintain in confidence, except for
information which is or becomes publicly available or accessible, all
information made available to Health Care Investment Visions LLC by Lifen,
Inc. (Crdentia).
V. PERIOD OF AGREEMENT
The term of this Agreement is from January 2, 2003 through December 31, 2003.
Exhibit A of this Agreement shall survive termination or expiration of this
Agreement. An extension to this period or a request for additional services
will require 30 days advance notification.
VI. MATERIAL USAGE GRANT
Health Care Investment Visions LLC, in the course of completing the services
defined herein, may introduce proprietary, copyright or trade secret information
developed by Health Care Investment Visions LLC. Accordingly, Health Care
Investment Visions LLC hereby grants to Lifen, Inc. (Crdentia) a perpetual, non-
transferable, non-exclusive right to use such Health Care Investment Visions LLC
proprietary, copyright or trade secret information in the course of conducting
Lifen, Inc. (Crdentia) business activities. All such information will be
clearly marked by Health Care Investment Visions LLC as being proprietary,
copyright or trade secret information of Health Care Investment Visions LLC.
VII. NO GUARANTEES
Lifen, Inc. (Crdentia) recognizes and accepts the inherent risk and speculative
nature associated with this possible transaction. Accordingly, Health Care
Investment Visions LLC has not made, and does not make through the execution of
this Agreement, and warranties, guarantees or representations regarding the
viability and success of this business transaction.
VIII. MISCELLANEOUS
A This Agreement may only be amended or modified by:
1 A written Agreement executed by both parties; or
2 An email authorization from the original Lifen, Inc. (Crdentia)
contract signatory to Health Care Investment Visions LLC for
project work scope and professional fee increases to existing
projects or new projects with estimated professional fees less than
$20,000.
B If any term of this Agreement shall be found to be illegal or
unenforceable, then notwithstanding, this Agreement shall remain in full
force and effect and such term or provision shall be deemed stricken.
C In all cases the language of this Agreement shall be given its generally
accepted meanings and shall be construed as if drafted by both parties.
D This Agreement shall be governed by and construed in accordance with the
laws of California, United States of America.
E Neither party shall assign this Agreement to a third party without the
prior written consent of the other party.
F This Agreement represents the entire understanding between the parties with
respect to the subject matter, and supersedes and replaces and prior
agreement, drafts, and representations, oral or written, between the
parties.
G Each party to any litigation or arbitration concerning this Agreement shall
pay its own reasonable costs and attorney's fees, except that Health Care
Investment Visions LLC shall be entitled to collect attorney fees and court
costs associated with the collection of amounts due by Lifen, Inc. Inc.
under this Agreement.
H Outstanding invoices will incur a finance charge currently calculated at
the rate of 1% per month (12% Annual Percentage Rate).
I Both parties agree not to solicit for employment either party's employees,
independent contractors, agents or affiliates without the prior written
consent of the other party.
