Exhibit 10.12
Agreement between Hemox/EC
Page 1
June 20, 2003
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CEO
Hemoxymed, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇:
This letter will confirm the following agreement and understanding between
Hemoxymed, Inc. and its subsidiaries (HEMOX) and Equity Communications, LLC, its
affiliates and assigns (EC) with respect to the following:
1.) HEMOX shall retain EC and EC agrees to be retained by HEMOX as its
Financial Public Relations Counsel for a period of one (1) year
commencing June 30, 2003 and ending on June 30, 2004. A total
professional fee of Seventy-two Thousand ($72,000) Dollars shall be
payable for the one (1) year services, which payments shall be due in
increments of Six Thousand ($6,000) Dollars per month, subject to the
following:
(1a.) No payment shall be due until an initial funding of at least
$1,000,000 is received by HEMOX. Upon such initial funding of at least
one million dollars to HEMOX from any investment or loan source, an
amount equal to Six Thousand ($6,000) Dollars for each month of unpaid
services rendered by EC from June 30, 2003 under this Agreement shall be
paid to EC.
2.) This Agreement may be terminated by either party upon presentation of 10
days written notice effective as of October 31, 2003.
(2a) If this agreement is not terminated by either party on or about
October 31, 2003, it shall automatically continue for the entire term of
this Agreement ending June 30, 2004.
3.) In addition to the compensation described in paragraph one above, HEMOX
agrees to grant to EC and/or its assigns a non-qualified stock option
(the "Option") to purchase eight hundred thousand (800,000) HEMOX common
shares, at a price of twenty cents ($.20) per share, as compensation for
services rendered.
(3a) The Option shall be vested beginning June 30, 2003, according to the
following understanding:
The obligation of HEMOX to vest the Option shares or any portion thereof
shall be the continuing effectiveness of this Agreement without
cancellation as set forth in paragraph 2 above. If this Agreement is
terminated effective October 31, 2003, then on November 1, 2003, 266,000
of the Option shares shall be vested. If this agreement is not terminated
on or about October 31, 2003, then all 800,000 of the Option shares shall
be vested.
Agreement between Hemox/EC
Page 2
(3b) In the event that HEMOX signs a definitive agreement to merge with
another company and/or to be acquired or purchased, then all option
shares shall immediately become fully vested as of that date.
(3c) The Option shall be exercisable for a period of five years beginning
June 30, 2003, and ending June 30, 2008.
(3d) In the event the shares underlying the Option are not currently
registered with the SEC, HEMOX agrees to include these shares in its next
registration statement at the earliest possible date, and to register the
underlying shares at no cost to EC.
(3e) HEMOX shall deliver a document to EC that reflects the terms and
conditions of the Option, as described in (3a) - (3d) above before close
of business July 30, 2003.
4.) HEMOX agrees to reimburse EC for expenses incurred on the Company's
behalf. EC agrees to spend no more than $600 on any one project without
the personal approval of an authorized officer of HEMOX.
(4a) The following items will be routinely rebilled to HEMOX: long
distance telephone charges, travel, postage, fax, photocopying, messenger
and courier services, and editorial meals. The following items, which
would require EC to utilize outside venders and/or supervise the work of
others, (which HEMOX does not at the present time expect to need) would,
if required and authorized in writing or by e-mail, be rebilled to the
Company including a standard service fee of 17.64%: printing, production,
package distribution, mailing list development and maintenance, art work,
consultants, photography, copy writing (e.g. annual report) and visual
presentations.
(4b) Invoices shall be submitted by EC on the first day of each month and
are due and payable by HEMOX on the fifteenth day of that month.
5.) Where possible, transportation arrangements involving service for HEMOX
will be made by a travel agent designated by the Company, and such
transportation will be billed directly to HEMOX by the agent. In the
event ▇▇. ▇▇▇▇▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇▇▇ must fly cross-country utilizing
red-eye service, they shall be entitled to fly business class, or first
class if business class is not available using the least possible
airfare, such as frequent flyer upgrades, etc.
6.) EC, in consideration of the remuneration stated above, agrees to provide
comprehensive public relation services for HEMOX, to include
introductions to various security dealers, investment advisors, market
makers, institutional investors, and members of the financial community;
introductions as well to analysts who have the appropriate background and
Agreement between Hemox/EC
Page 3
expertise to cover HEMOX; advice as may be requested by management with
respect to the capital structure of the company and how best to position
HEMOX as a financial product for Wall Street; preparation of press
releases, shareholder letters and reports as appropriate and as requested
and approved by management; responding to shareholder inquiries; and
introductions as may be requested by HEMOX to appropriate investment
bankers and others in the financial community who may be in a position to
assist the Company in accomplishing its distribution and fund raising
objectives.
Cooperation by both parties to ensure uninterrupted communications is presumed.
HEMOX agrees to keep EC continuously informed of its progress; to supply
information necessary to produce releases, letters, and reports in a timely
manner; and to review such documents for accuracy and completeness before their
dissemination to the public.
7). Representations and Procedures:
(7a) Each person executing this Agreement has the full right, power, and
authority to enter into this Agreement on behalf of the party for whom
they have executed this Agreement, and the full right, power, and
authority to execute any and all necessary instruments in connection with
this Agreement, and to fully bind such party to the terms and conditions
and obligations of this Agreement.
(7b) This Agreement, together with any and all exhibits, shall constitute
the entire agreement between the parties with respect to the subject
matter hereof and supersedes any and all prior or contemporaneous oral
and written agreements and discussions between or among any of them. The
parties hereto acknowledge and agree that there are no conditions,
covenants, agreements and understandings between or among any of them
except as set forth in this Agreement. This Agreement may be amended only
by a further writing signed by all parties hereto.
(7c) Venue, in the event of litigation shall be in the State of
California, County of Santa ▇▇▇▇▇▇▇ or in the State of Illinois, County
of Lake. The losing party agrees to pay all reasonable legal costs of the
prevailing party, including attorney's fees up to a maximum of $6,000.
(7d) HEMOX hereby agrees and consents at its sole cost and expense to
indemnify, and hold EC (and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ personally)
harmless from liability arising out of any legal or administrative action
in which EC (and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ personally) is named
and/or which is brought against EC which directly or indirectly arises
out of any misstatement or omission of a material fact in any
information, verbal representation, or written documentation furnished to
EC by HEMOX, which is incorporated, relied upon, or is utilized in any
manner by EC in
Agreement between Hemox/EC
Page 4
drafting press releases and/or other financially and publicly oriented
communications.
EC agrees and consents at its sole cost and expense to indemnify and hold
harmless HEMOX, and its officers, directors, agents, affiliates and
principal stockholders, from liability arising out of any legal or
administrative action in which HEMOX or any such persons are named and/or
which is brought against HEMOX or any such person, and which directly or
indirectly arises out of any misstatement or omission of a material fact
in any information, verbal representation or written documentation
concerning HEMOX furnished by EC to any third party unless such
information, verbal representation or written documentation was supplied
or conveyed by HEMOX and furnished by EC without knowledge of such
misstatement or omission.
(7e) This Agreement may be executed either as a single document or in
one or more counterparts, each of which shall be deemed an original and
all of which, taken together, shall constitute one and the same
instrument. Execution of this Agreement by facsimile signature shall be
acceptable, and each party agrees to provide the original executed pages
to the other party within 10 days.
(7f) Any notice required to be given pursuant to this agreement shall be
deemed given and served when such notice is deposited in the United
States Mail, first class, certified or registered, and addressed to the
principal offices of the parties as they appear on this Agreement, unless
a written change of address notification has been sent and received.
Sincerely yours,
Equity Communications
By ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President
Accepted by:
By , Client
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Signature Title
Date: _______________________ , 2003