Exhibit 10.1
Proposal for MIV Therapeutics
This letter of understanding will serve to outline the consulting relationship,
effective November 1, 2002, between MIV Therapeutics and ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇
▇▇▇. ▇▇▇▇▇/▇▇▇ will perform investment banking and IR services for MIV that will
include, but not be limited to, the following:
Exposure to brokers (existing relationships):
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▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Company, Inc.
IJL/Wachovia Securities American Investment Services, Inc.
First Union Securities ▇▇▇▇▇▇▇▇, Douglas, Inc.
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇▇ Presidential Brokerage
Josepthal National Securities, Inc.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Inc. Bathgate, ▇▇▇▇▇▇▇▇ Capital Group,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Basic Investors
Capital West Securities, Inc. ▇.▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Securities ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇.▇. Genesis Securities Sterling Enterprises Group
Salomon Grey Financial Brookstreet Securities
▇▇▇▇▇▇▇▇▇ & Company, Inc. Oak Tree Securities, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial
Heritage West Securities, Inc. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Investments, LLC IFG Securities
Neidiger, ▇▇▇▇▇▇, Bruner, Inc. ▇▇ ▇▇▇▇▇▇▇▇
These B/Ds represent approximately 200 brokers we have direct relationships with
and several hundred more that we have access to through those relationships.
Firms in BOLD indicate relationships with Principals, Branch Managers, etc.
Although concentrated primarily in the Southeast, Midwest and Rocky Mountains,
we also maintain strong relationships with brokers in New York that have
extensive networks in the East and Northeast. We also have relationships with a
number of other brokers with small, independent B/Ds or individual brokers where
there is only one with the firm (approximately 50).
Development of new brokers:
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o Establish communications mechanism for brokers
o Expand influence in current brokers' offices
o Identify and develop brokers of current and future shareholders
o Broker prospecting mailings with follow up calls and/or personal
visit
o Due diligence meetings
o Broker conferences (FSX, ▇▇▇▇, ▇▇▇)
Communication with current shareholders:
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o Solidify and increase s/h retention through communication
o Establish shareholder database
o Establish communications mechanism for s/h (telecon, fax, email,
newsletter)
o Develop and write shareholder newsletter; coordinate mailing
through transfer agent and ADP; handle inquiries, referrals
o Solicit and develop broker referrals from s/h
Increase shareholder base through direct marketing:
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o Referrals of new s/h from current
o Investor conferences
o Direct mail - alternative databases
o Potential Internet exposure - mostly outsourced and executed
CAREFULLY
Media exposure:
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o Print media - industry publications, local newspapers, lifestyle
publications, news magazines and investment publications and
newsletters
o Radio and television exposure
o Editing or writing press releases and distribution to wires, trade
publications, etc.
Investment banking services:
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o Introduction to Broker/Dealers through personal contacts,
referrals and investment banking conferences
o Identification of merger/acquisition candidates and potential
sources of investment capital
o Advice on trading issues such as market maker or specialist
relationships, evaluation of market maker activity, short-selling,
etc.
o Analysis of trading activity through correlation of transfer agent
certificate activity reports, DTC sheets and shareholder and NOBO
lists
o Coordination with transfer agent and securities counsel with
regards to marketing activities and shareholder needs
o Providing other benefits of an extensive network and industry
expertise as needed
Preparation of marketing/presentation materials:
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o Input in, or development of, marketing pieces, website design,
presentation materials, etc.
Compensation (for services of both ▇▇▇▇▇ and ▇▇▇▇▇):
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Twelve month contract with 30-day termination notice required.
$10,000/month base consulting fee, paid in advance - $6,000/month payable in
cash, balance to be deferred until such time as MIV's financial situation
improves. At that time, or at anytime prior, ▇▇▇▇▇/▇▇▇ may elect to convert the
deferred amount into shares of MIV common stock. If conversion is elected, the
accrued amount will be converted into restricted MIV common shares at 50% of the
average closing price of the stock for the ten-day period prior to conversion.
Converted shares will have registration rights as described below.
Stock and incentive warrants (both with piggy-back registration rights,
reasonable selling agreement acceptable) as follows:
o 50M shares of common stock, vest immediately
o 50M shares of common stock, vest at 60 days
o 100M warrants at $1.00, 3 yrs, vest at 30 days
o 100M warrants at $2.00, 4 yrs, vest at 90 days
o 100M warrants at $3.00, 5 yrs, vest at 180 days
o Bonus for raising significant capital ($1MM or more) - 1%
o $10,000 for development of marketing package, to be converted into
restricted shares of MIV common shares at 50% of the average
closing price of the stock for the ten-day period prior to
November 1, 2002. Marketing package will consist of a corporate
profile, executive summary, broker fact sheet, industry articles,
etc.
MIV will be responsible for all expenses directly related to services including
travel, printing, mailing costs, conference fees and outsource vendor expenses.
All expenses except travel will be billed directly between MIV and vendor with
no additional markup/commission. Expenses in excess of $100 will be pre-approved
by MIV and paid immediately upon receipt of invoice.
Agreed to November 6, 2002, by:
/s/ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ Therapeutics
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ office
(▇▇▇) ▇▇▇-▇▇▇▇ office
(▇▇▇) ▇▇▇-▇▇▇▇ cell (▇▇▇▇▇)
(▇▇▇) ▇▇▇-▇▇▇▇ cell (▇▇▇▇▇)
(▇▇▇) ▇▇▇-▇▇▇▇ fax
▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇