Exhibit 10.1
RELATIONSERVE MEDIA, INC.
6700 N. ANDREWS AVENUE
FT. LAUDERDALE, FLORIDA 33309
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June 22, 2005
Mr. Warren Musser
The Musser Group
435 Devon Park Drive
Wayne, PA 19087
Dear Mr. Musser:
The purpose of this letter is to confirm our understanding with respect to
your agreement to join the Board of Directors of Relationserve Media, Inc., a
Nevada corporation (the "Company"), as its Chairman, define the basis on which
you would be compensated for such service and your role and responsibilities in
the development and promotion of the Company's business as follows:
You agree to serve as Chairman of the Board of Directors of the Company and
that in such capacity shall use best efforts to assist the Company with the
Company's development including, but not limited to, the following:
o Assisting the Company in its analysis, due diligence, structuring and
negotiations in effecting a contemplated $10 million equity investment in the
Company;
o Identifying and making introductions in the financial community;
o Assisting the Company in developing and effectuating its acquisition
strategies;
o Promoting the Company in the financial and general business communities;
and
o Other related activities in furtherance of the foregoing.
You agree, upon due notice, to use best efforts to attend, in person or by
teleconference, meetings of the Board of Directors, for which you shall receive
the same compensation and be reimbursed for reasonable expenses incurred, as
provided by the Company to its other non-employee directors.
As compensation for your business and professional expertise provided to
the Company and for serving as the Company's Chairman of the Board, you shall be
granted: (i) as of the date hereof, a five-year non-qualified stock option to
purchase 1,000,000 shares of common stock of the Company, $0.0001 par value per
share ("Common Stock"), at an exercise price of $1.00 per share.
The Company maintains, and shall maintain in effect during the term of your
service as a director, director's and officer's insurance policy covering its
officers and directors and shall also reimburse you your ordinary and necessary
expenses in furtherance of the Company's business and affairs. You shall also be
eligible to participate in any other benefits plans the Company may adopt for
its directors generally, incluidng any stock plan.
In consideration of the engagement of your services to the Company and the
compensation to be paid for such services, you covenant and agree that: (i) any
work which you perform, and any proposals which you shall make to the Company,
may be freely used by the Company without any right or claim your part (except
for such compensation as is described herein), and (ii) you shall not at any
time, irrespective of whether you are rendering services on the Company's
behalf, divulge or appropriate for your own use or to the use of others, except
as the Company specifically authorizes or directs in writing, any secret,
confidential or proprietary information or knowledge regarding the Company or
its business either obtained by you or of which you become aware in any manner
whatsoever.
You represent that you are free to enter into this letter agreement without
violation of any agreements or covenants entered into by you in favor of third
parties.
This agreement may not be assigned by either party without the prior
written consent of the other party.
This agreement embodies the entire agreement and understanding among the
parties and supersedes all prior agreements and understandings, whether written
or oral, relating to the subject matter hereof. No waiver, amendment or other
modification of this letter agreement shall be effective unless in writing and
signed by each party to be bound thereby.
This letter agreement shall be governed by, and construed in accordance
with, the internal laws of the State of Nevada without regard to principals of
conflict of laws.
Please confirm your agreement with the foregoing by signing and returning
this letter where indicated below and returning a copy to us by facsimile and
regular mail.
Very truly yours,
RELATIONSERVE MEDIA, INC.
By: /s/ Danielle Karp
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Name: Danielle Karp
Title: President and Director
Agreed and Accepted:
Warren Musser /s/ Warren Musser
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Date: June 23, 2005
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