SUNRISE FINANCIAL GROUP, INC.
641 Lexington Ave., 25th Floor
New York, NY 10022
(212) 421-1616
November 9, 2004
James Solomon
President & Chief Executive Officer
TechAlt, Inc.
3311 Kennicott Ave. Suite A
Arlington Heights, Illinois 60004
Re: Public Relations Retainer Agreement
Gentlemen:
As we discussed, TechAlt, Inc. (the "Company") is interested in
retaining Sunrise Financial Group, Inc. ("Sunrise") as its consultant for
financial public relations.
Services
In consideration for the Compensation (defined below), Sunrise will
provide the following services: (i) performance of public relations and
corporate communications projects as are mutually agreed on; (ii) planning
meetings with institutional investors, and research analysts; (iii)
disseminating financial press releases; (iv) handling all financial
institutional inquiries about the Company; and (v) maintaining a mailing list of
all those institutions interested in Company literature (collectively, the
"Services").
Compensation
As compensation for Sunrise's Services, the Company will pay Sunrise
the following fee (the "Compensation"):
1. 240,000 shares of the common stock of the Company, payable
upon signing of this Agreement; and
2. The Company will issue to Sunrise options to purchase (i)
500,000 shares of the common stock of the Company, exercisable for $.50 per
share, and (ii) 500,000 shares of the common stock of the Company, exercisable
for $1.00 per share (the "Options"). The Options shall be exercisable upon the
earlier of either (a) the Company's shareholder equity exceeding $10 million, or
(ii) four (4) years from the date hereof.
Option
The Options shall be exercisable for four (4) years beginning one (1)
year from issuance. During the term of the Options and upon written demand from
Sunrise, the Company shall, on one occasion only, promptly register the common
stock underlying the Options at Company expense (excluding Sunrise's counsel's
fees and any underwriting or selling commissions). The Company further agrees
that during the term of the Options, if the Company intends to file a
Registration Statement for the public sale of its securities, it will notify
Sunrise and if so requested will include in that Registration Statement the
common stock underlying the Options, at Company expense (excluding prorated SEC
registration fees, Sunrise's counsel's fees and any underwriting or selling
commissions). The number of shares and exercise price per share subject to the
Options shall be adjusted in the case of any dividend, stock split or other
recapitalization or reorganization so that the Options shall not be diminished
or diluted. The Options may also be assigned. Cashless exercise is permitted on
a three day closing average.
Expense Reimbursement
In addition to the Compensation payable hereunder, the Company shall
reimburse Sunrise, upon request from time to time, for all reasonable
out-of-pocket expenses incurred by Sunrise (including but not limited to
printing and graphic design, travel, postage, copying, secretarial, and phone
expenses) in connection with Sunrise's Services pursuant to this agreement.
Individual out-of-pocket expenses will not exceed $250.00 without the consent of
the Company. In connection with the foregoing, upon receipt by the Company of
the aggregate amount of $4 million pursuant to the Company's Series A Preferred
Stock financing (the "Closing"), the Company will prepay $5,000 to Sunrise,
which Sunrise will draw against for expenses. The Company will replenish this
account monthly to the $5,000 level. Upon expiration of this agreement, any
balance in this expense account will be returned to the Company less any fees
outstanding.
Term
This agreement shall be for a term of at least one year. Thereafter,
either party may terminate this agreement at any time upon thirty (30) days'
prior written notice, without liability or continuing obligation to the other
party, except that termination shall not affect (a) the reimbursement and
indemnification provisions contained in this agreement, nor (b) the Company's
obligation to pay the Compensation.
Indemnification
The Company agrees it will indemnify and hold harmless Sunrise, its
officers, directors, employees, agents and controlling persons from and against
any and all losses, claims, damages, liabilities and expenses, joint or several
(including all reasonable fees and expenses of counsel) arising out of Sunrise's
services pursuant to this agreement. However, the Company will not be liable
under this paragraph to the extent that any loss, claim, damage, liability or
expense is found in a final judgment by a court of competent jurisdiction to
have resulted from Sunrise's gross negligence or willful misconduct. The Company
agrees to notify Sunrise promptly of the assertion against it or any other
person of any claim or the commencement of any action or proceeding relating to
any matter, which involves Sunrise.
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Miscellaneous
The benefits of this agreement shall inure to the respective successors
and assigns of the parties, and the obligations and liabilities assumed in this
agreement by the parties shall be binding upon their respective successors and
assigns.
The validity and interpretation of this agreement shall be governed by
the laws of the State of New York as applied to agreements made and to be fully
performed therein. The parties agree that neither shall commence any litigation
against the other arising out of this Agreement or its termination except by
binding arbitration located in the City of New York.
All costs of enforcing any debt or obligation of the Company to
Sunrise, which arises under this Agreement, including all attorneys' fees and
expenses, shall be paid by the Company.
If the foregoing correctly sets forth our agreement, please sign, date
and return to us the enclosed copy of this letter, whereupon this letter shall
constitute a binding agreement between us. Sunrise is looking forward to working
with you in making TechAlt, Inc. highly successful and prosperous.
Sincerely,
SUNRISE FINANCIAL GROUP, INC.
By:
--------------------------------
Nathan A. Low
President
Confirmed and Agreed to this:
day of , 2004
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TECHALT, INC.
By:
--------------------------------
James Solomon
President & Chief Executive Officer
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