Exhibit 10.9
H O W A R D, M E R R E L L & P A R T N E R S
March 7, 2003
Michael J Ganey
Senior Partner
Business Group Director
Mr. Donald F. Evans, CEO Cyberlux Corporation 50 Orange Road
P.O. Box 2010 Pinehurst, NC 28374-2010
Dear Don:
Based on our recent conversations, it seems Cyberlux is now well on its way to
having financing, design, manufacturing, intellectual property, and other
resources in place. We are enthusiastic about contributing to your success, and
thought this letter of understanding might be helpful in laying out the broad
strokes of the working arrangement between Howard, Merrell & Partners and
Cyberlux in its quest for fame and fortune. It is also important that we
formalize our agreement before committing additional time and resource.
The term of the engagement is one year starting March 15, 2003, expiring March
14, 2004. Thereafter, either firm may terminate the arrangement with 90 days
written notice.
HM&P will provide consumer research, advertising and other marketing support for
Cyberlux.
o We will be the sole agency of record; Cyberlux will not hire another
firm to perform marketing or advertising support without first
consulting HM&P.
o We will not accept an assignment from any competitor without first consulting
Cyberlux.
HM&P will provide adequate staffing to support development and execution of
short-term marketing plans. In order to assure the most efficient use of this
resource, Cyberlux will make available in a timely fashion the financial,
marketing, competitive or other information necessary to complete assignments.
AN INTERPUBLIC COMPANY
8521 SIX FORKS ROAD
RALEIGH, NC 27615
9 1 9 . 8 4 4 . 2 7 2 0
mganey@merrellgroup.com
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We will develop a creative strategy document, the Creative Brief, which will be
the standard by which all tactical executions are evaluated.
o We expect that any Cyberlux executives who may approve creative
executions must read and approve this document. A sample Creative
Brief is attached.
o Further, experience has shown it valuable that these executives attend
any research sessions and briefings.
HM&P will not begin any project without a signed estimate, or confirming e-mail.
o Any information entrusted to us will remain confidential.
o You will do the same with proprietary HM&P information.
Timely payment of invoices is essential.
o Payment must be received within the 30 days terms shown on all
invoices.
o In the case of media payments for print (e.g., magazines and
newspapers) or broadcast (e.g., radio or television) payment will be
due before HM&P becomes contractually liable for the space or time
commitment.
Based on the scope of work we've jointly identified, Cyberlux will be invoiced
$75,000 per month for the first 3 months, and $50,000 per month thereafter.
o Out of pocket costs are billed net.
o We will retain commissions on negotiated rates to cover media
strategy, planning and buying.
o Based on our understanding of the assignment, we have done our best to
estimate the cost of properly addressing Cyberlux's marketing needs.
In the event the scope or assignment expands, we will meet with you to
review an appropriate adjustment of resources.
Aleta, Ron and I are excited about the opportunity to work with you in making
Cyberlux the success you intend. If this meets your approval, please sign and
return one original. Let's officially get started.
/s/ Michael J. Ganey /s/ Donald F. Evans
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Michael J. Ganey Donald F. Evans
Senior Partner Chief Executive Officer
Howard, Merrell & Partners, Inc. Cyberlux, Inc.
Date 3/9/03 Date 3/9/03
* SEE ADDENDUM OF EVEN DATE
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ADDENDUM
To
Howard Merrell & Partners
Cyberlux Corporation Engagement Letter
March 7, 2003
Notes
1. "Other marketing support" to extend to a focused public relation
campaign relative to leadership in "diodal illumination" by Cyberlux
and provisions of appropriate links to www.cyberlux.com.
2. HM&P staffing to include technically knowledgeable spokespersons who
will interact with media and/or others on behalf of Cyberlux.
3. "Sample Creative Brief" is not yet in evidence, but will be reviewed
when available as an example of creative direction.
4. Timely payment of invoices is agreed consistent with access to the
Equity Line provided by the Agreement with Cornell Capital Partners.
Cyberlux will provide HM&P a copy of the Cornell Agreement which
stipulates the terms, conditions and times of access to the Equity
Line.
The foregoing notes are added by attachment to the Engagement Letter as
evidenced by the signatures of the parties thereto:
/s/ Michael J. Ganey /s/ Donald F. Evans
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Michael J. Ganey Donald F. Evans
Senior Partner Chief Executive Officer
Howard, Merrell & Partners, Inc. Cyberlux, Inc.
Date 3/9/03 Date 3/9/03
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