Exhibit 10.32
US HELICOPTER
MARKETING SERVICES AGREEMENT APRIL 15 2004
▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ terms: This document supercedes all previous
agreements.
1) Services: ▇▇▇▇▇▇▇ and McSullivan will function as marketing
consultants to US Helicopter (working title) and will assist the
company in building its business plan, structuring a marketing plan,
researching and securing candidates to pre-purchase inventory,
selection of board members, finalizing equipment leasing
arrangements, finalizing gate arrangements at major airports,
working with the TSA, FAA, NY, NJ Port Authority and others to
secure favorable terms for the company and finding financial leads
and commercial partners. The company management and the company
attorney will then meet with such financial leads and act to close
either equity or debt financing for the company.
2) Equity Distribution: ▇▇▇▇ ▇▇▇▇▇▇▇ (JMC) and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
(McSullivan), through their marketing efforts, will identify
financing sources for company management to negotiate and close with
the goal of obtaining a commitment for up to $10 Million in equity
or debt funding for US Helicopter. Should the company receive such a
commitment for all or part of the funding required to then launch
the business, the following will pertain:
- Cash - A commission of 10% of the debt or equity
received from JMC/McSullivan sources will be paid to
JMC/McSullivan.
- Equity - In the event US Helicopter management decides
to commence commercial operations with funding of any
amount received through JMC/McSullivan sources,
regardless of the structure, then JMC/McSullivan will be
granted 29% of the stock in the company in compensation
for all of the services identified above. Such 29% can
be diluted on the same terms and conditions as all other
equity held by other founding shareholders in the
company.
3) JMC will provide the following additional Services:
- Introductions to key individuals who can assist USH
going forward
- Serve as Advisory Board Member
- Board of Directors Member (Once D&O Insurance is in
place)
- Work with USH on business aspects relating to funding,
pre-sell marketing and other business partnerships
As a board member, JMC will be entitled to receive 2% equity in USH.
Such 2%will not be diluted during the original funding round.
4) Commuter Flights Pre-Sell Seats - JMC/McSullivan and sources will
have the responsibility to Pre-Sell seats on USH commuter flights at
the beginning and end of each business day. Activities will include
research, target audience selection, marketing/sales activities and
contract signing with customers
JMC/McSullivan will receive a commission on all seats sold by
JMC/McSullivan and sources (based on USH receiving certification) as
follows:
- Commission - - JMC/McSullivan will receive a commission
of 10% based on net revenue for Pre-Sold Commuter Seats,
sold by JMC/McSullivan
- JMC/McSullivan shall be eligible to receive a commission
on future agreements signed with these accounts for a
period of three (3) years as long as JMC/McSullivan are
servicing these accounts
- Payments to JMC/McSullivan by USH will take place on
usage and will to be tied to USH first year cash flow,
however JMC/McSullivan would receive at a minimum 50% of
earned commission in the first year and balance 50% paid
in year two.
Scheduled Service Pre-Sell Seats - JMC/McSullivan and sources will
undertake a marketing effort to Pre-Sell seats on "all" Scheduled
service flights.
- JMC and McSullivan will receive a commission of 10% on
Pre-Sell seats sold by JMC/McSullivan prior to startup
of schedule service.
- Payment to JMC /McSullivan will be based on net ticket
price and will be tied to USH cash flow however, JMC
would receive at a minimum 75% of commission in the
first year and the balance 25% in year two
5) USH will enter into a Retainer Agreement with JMC for ongoing
marketing and or public relations services (to be agreed upon) that
would start immediately after full funding is completed at a rate of
$5,000 per month
Agreed to: April 15 2004
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By: ▇▇▇▇ ▇▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇▇▇▇▇▇
President Chief Executive Officer/President
JMC US Helicopter
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By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: ▇▇▇▇ ▇▇▇▇▇▇▇ or Rue ▇▇▇▇▇▇▇▇