EXHIBIT 10.52
Letter of Engagement
Thinkpath, Inc.
June 21, 2006
The following sets forth the agreement for the engagement of Financial Media
Relations, LLC. ("FMR") by Company Name ("Thinkpath, Inc" or the "COMPANY"):
TERM Six months, commencing as of July 1st 2006 and terminable
thereafter by either party upon 30 days' prior written
notice.
OBJECTIVE The development and implementation of a proactive marketing
program to increase the awareness of the Company and
generate a significant increase in the liquidity and market
capitalization. In addition, upon request, FMR will advise
the Company in business development and strategic advisory
services.
THE PROGRAM FMR will structure and implement a marketing program
designed to create extensive financial market and investor
awareness for the Company to drive long-term shareholder
support. The core drivers of the program will be to create
institutional and retail buying in the Company's stock
through a proactive sales and marketing program emphasizing
technology-driven communications, coupled with 1-to-1
selling and leveraging the Company's image to attract
additional long term investors and to create additional
opportunities in M&A and Business Development. As share
price is affected by various factors, FMR can give no
assurance that the marketing program will result in an
increase in the Company's stock price.
FMR understands that during any period in which the Company
is in "registration" for a public offering of securities
under the Securities Act of 1933, and during the
distribution of such securities, the Company's investor
relations and marketing efforts will be severely limited.
However, it will be the responsibility of the Company (with
the advice of its securities counsel) to determining what
investor relations and financial marketing efforts are
permissible and non permissible during such periods, and FMR
will follow the direction of the Company and its securities
counsel.
RESPONSIBILITIES In addition to marketing and financial public relations, FMR
will assume the responsibilities of an in-house Investor
Relations Officer for the Company on a full turnkey basis,
including the generation of corporate and shareholder
communications, retail and institutional investor contact
and media. FMR will work in conjunction with the Company's
management, securities counsel, investment bankers and
auditors and under supervision of management. The content is
as follows:
o Campaign Development and Execution
o Press Annnouncements: drafting, approval and distribution
o Database Development and Management
o Image Analysis: recommendations and implementation
o Messaging: institutional and retail
o Online presentations, drafting and production
responsibilities
o Website Overhaul - installation and maintenance of auto
IR program
o Email messaging: targets; Retail and Institutional /
Other databases
o Media including interactives and PowerPoints
o Direct Mail: shareholder, media, XYZ relationship
universe
o Public Relations
FEES $ 5,000.00 per month in cash and 162,000 shares of common
stock The shares will be included in the first registration
statement the Company files in 2006, which is expected
within the next 60 days.
Wiring information is set forth below.
WIRE Bank One
INSTRUCTIONS Silver King Branch
1650 Park Avenue
Park City, UT 84060
Account Name: Financial Media Relations LLC
Account Number: 669135188
ABA # 124001545
MARKETING To support the financial marketing program, the
BUDGET Company acknowledges that it will incur certain third party
marketing costs. Prior to the execution of this agreement,
FMR will prepare a detailed three-month budget setting forth
the approximate costs associated with the campaign. FMR will
not incur these costs without the approval of the Company.
At FMR's request, the Company will pay these costs directly
to the third party.
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If Consultant introduces a merger or a combination of sorts with another entity
to the Company, the Consultant shall be entitled to a finder's fee, and the
Company shall enter into an agreement with the Consultant respecting the payment
of a finder's fee.
Company Obligations
1. Corporation agrees to assist consultant, as requested, in
the preparation of the corporate profile report.
2. Corporation will, if requested, provide or arrange to be
provided to Consultant or its designee, suitable
accounting information as may be necessary to complete
the corporate "due diligence" necessary to compile an
accurate and detailed profile report on the company.
3. Corporation agrees to provide Consultant with cetin
business and other material information about the
Company, its products, services, contacts, pending
litigation, patents, trademarks and other such business
matter which Consultant may request an which Consultant
considers to be important for the completion of this
contract.
4. Corporation agrees, during the term of this agreement, to
notify Consultant of any changes in the status or nature
of its business, any pending litigation, or any other
developments that may require further disclosure.
5. Corporation will provide weekly DTC sheets showing the
daily trading o stock to Consultant.
6. Corporation will provide the NOBO list to Consultant
monthly.
INDEMNIFICATION The Company agrees to provide the indemnification set forth
in "Exhibit A" attached hereto.
CORPORATE The obligations of FMR are solely corporate obligations,
OBLIGATIONS and no officer, director, employee, agent, shareholder or
controlling person of FMR shall be subject to any personal
liability whatsoever to any person, nor will any such claim
be asserted by or on behalf of any other party to this
Agreement.
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ADDITIONAL If FMR is called upon to render services directly or
SERVICES indirectly relating to the subject matter of this Agreement,
beyond the services contemplated above (including, but not
limited to, production of documents, answering
interrogatories, giving depositions, giving expert or other
testimony, whether by agreement, subpoena or otherwise), the
Company shall pay to FMR a reasonable hourly rates for the
persons involved for the time expended in rendering such
services, including, but not limited to, time for meetings,
conferences, preparation and travel, and all related costs
and expenses and the reasonable legal fees and expenses of
FMR's counsel.
SURVIVAL OF The Sections entitled "Indemnification" (including "Exhibit
CERTAIN A"), "Corporate Obligation" and " Additional Services"
PROVISIONS shall survive any termination of this Agreement and FMR's
engagement pursuant to this Agreement. In addition, such
termination shall not terminate FMR's right to compensation
accrued through the date of termination and for
reimbursement of expenses. Any purported termination of this
Agreement by the Company prior to the end of the Initial
Term, or any termination by FMR as a result of non-payment
or other material breech by the Company, shall not terminate
FMR's right to the monthly fee through the entire Initial
Term (as FMR's time and commitment are expected to be
greater in the first part of its engagement).
ATTORNEYS' FEES If any action or proceeding is brought to enforce or
interpret any provision of this Agreement, the prevailing
party shall be entitled to recover as an element of its
costs, and not its damages, reasonable attorneys' fees to be
fixed by the court.
GOVERNING LAW Utah, without giving effect to the principles of conflicts
of law thereof.
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Agreed and Accepted:
Thinkpath, Inc. Financial Media Relations LLC
201 Westcreek Boulevard 1912 Sidewinder Drive
Brampton ON L6T5S6 Canada Suite 200 A
Park City, Utah 84060
By /S/ DECLAN FRENCH By /S/ SCOTT MAC CAUGHERN
----------------- ----------------------
Name: Declan French Name: Scott Mac Caughern
Position:CEO Position: Managing Member
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EXHIBIT A
INDEMNIFICATION PROVISIONS
Thinkpath, Inc. (the "COMPANY"), unconditionally, absolutely and irrevocably
agrees to and shall defend, indemnify and hold harmless Financial Media
Relations LLC (" FMR") and its past, present and future directors, officers,
affiliates, counsel, shareholders, employees, agents, representatives,
contractors, successors and assigns (FMR and such persons are collectively
referred to as the "INDEMNIFIED PERSONS") from and against any and all losses,
claims, costs, expenses, liabilities and damages (or actions in respect thereof)
arising out of or related to this Agreement, and any actions taken or omitted to
be taken by an Indemnified Party in connection with this Agreement ("INDEMNIFIED
CLAIM"). Without limiting the generality of the foregoing, such indemnification
shall cover losses, claims, costs, expenses, liabilities and damages imposed on
or incurred by the Indemnified Persons, directly or indirectly, relating to,
resulting from, or arising out of any misstatement of fact or omission of fact,
or any inaccuracy in any information provided or approved by the Company in
connection with the engagement, including information in an SEC filing, press
release, website, marketing material or other document, whether or not the
Indemnified persons relied thereon or had knowledge thereof. In addition, the
Company agrees to reimburse the Indemnified Persons for legal or other expenses
reasonable incurred by them in respect of each Indemnified Claim at the time
such expenses are incurred. Notwithstanding the foregoing, the Company shall not
be obligated under the foregoing for any loss, claim, liability or damage which
is finally determined to have resulted primarily from the willful misconduct,
bad faith or gross negligence of the Indemnified Person.
If any proceeding shall be brought or asserted under these provisions against an
Indemnified Person in respect of which indemnity may be sought under these
provisions from the Company, the Indemnified Person shall give prompt written
notice of such proceeding to the Company who shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to the Indemnified
Person (or if more than one, FMR), and the payment of all reasonable expenses;
provided that any delay or failure to notify the Company shall relieve the
Company of its obligations hereunder only to the extent, if at all, that it is
materially prejudiced by reason of such delay or failure. In no event shall any
Indemnified Person be required to make any expenditure or bring any cause of
action to enforce the Company's obligations and liability under the pursuant to
the indemnifications set forth in these provisions. The Indemnified Person shall
have the right to employ separate counsel in any of the foregoing proceedings
and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of the Indemnified Person unless; (i) the
Company has agreed to pay such fees and expensed; or (ii) the indemnified Person
shall in good faith determine that there exists actual or potential conflicts of
interest which make representation by the same counsel inappropriate and the
Company refuses to provide separate counsel. In the event that the Company,
within five days after notice of any such proceeding, fails to assume the
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defense thereof, the Indemnified Persons shall have the right to undertake the
defense, compromise or settlement of such proceeding, for the account of the
Company, subject to the right of the Company to assume the defense of such
proceeding with counsel reasonably satisfactory to the Indemnified Person at any
time prior to the settlement, compromise or final determination thereof by
reimbursing the Indemnified Person for all fees and costs incurred to date.
Anything in these provisions to the contrary notwithstanding, the Company shall
not, without the prior written consent of FMR (if FMR is an Indemnified Person)
or the Indemnified Person if FMR is not an Indemnified Person settle or
compromise any proceeding or consent to the entry of any judgment with respect
to any proceeding; provided, however, that the Company may, consent to the entry
of any judgment with respect to any proceeding; provided, however, that the
Company may, without the Indemnified Person's prior written consent, settle or
compromise any such proceeding that requires solely the payment of money damages
by the Indemnified Person and that includes as an unconditional term thereof,
the release by the claimant or the plaintiff of the Indemnified Person from all
liability in respect of such proceeding.
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