EXHIBIT
99.1
Newsletter
Distribution Agreement
This
agreement ("Agreement") is made as of March 1, 2007 ("the Effective
Date") by and between the two companies below:
Zebra
Financial Publishing LLC (ZF) and Metabolic
Research Inc. (the Company)
969
Edgewater Blvd, #256,
14001
Walden Road,
Foster
City, CA 94404
Suite
#600, Montgomery,
TX
77356
In
consideration of the mutual covenants contained herein and on the
terms and conditions set forth below, the Company and ZF agree as
follows:
1.
Provision of Services:
ZF agrees
to use best efforts in providing services, as described herein, to
the Company, to place at the disposal of the Company, as determined
by ZF, its personnel, services, contacts and experience, and to
consistently provide service to the Company as and for the term
described herein, to:
a.
become familiar with the Company's website, media
kits, press releases and the filings with the U.S. Securities and
Exchange Commission (SEC) as provided to ZF by the company in
writing;
and
b.
ZF will prepare and publish a 12-page investment
newsletter focusing primarily on the Company. ZF will distribute it
under its own brand name to 500,000 investment and newsletter
subscribers. The turnkey project includes the following: writing
and editing the copy, designing the layout, obtaining necessary
recipient lists and coordinating the logistical process (printing,
database merge/purge, mailing).
2.
Compensation
Company
and ZF agree to the following as the compensation or expense
reimbursement for the performance of the services outlined
above.
The
newsletter discussing the Company will be a sponsored advertisement
for subscriptions. ZF's compensation includes the expense
reimbursement (see below). ZF expects to generate new subscriber
revenue, the amount of which is unknown at this time, to ZF's
newsletter through the distribution of the mailing piece described
in this document.
Expense
reimbursement: The Company will cover all expenses associated with
the publication. All expense must be pre-approved by the Company
and either a) be paid directly to the corresponding service
providers whenever logistically feasible, or b) to ZF. ZF estimates
these expenses will be approximately $295,023 for approximately
500,000 copies. However, the final cost will depend on various
issues, including but not limited to the price of paper, printing
costs, graphic design, bulk mail permit, business reply mail
permit, mailbox fees, copies, overnight delivery charges, writing
fees, databases rental charges and postage costs. Both parties
understand that the final costs and the final number of copies
mailed may both differ from the original estimate. The printing
company cannot guarantee an exact amount to be printed, the final
number of printed newsletters may be slightly higher or lower.
Furthermore, since ZF will rent several opt-in investment and
newsletter subscriber databases, these databases often have
duplicate recipients which will be purged at the time newsletters
are merged, causing the final number of available names to
potentially differ from the original estimate. During the
term of this agreement, the Company may have an option, at the cost
of the Company, to request ZF to perform its services herein for
updated publications to reflect updates to the Company which are
public information (but the Company is not obligated to do so), to
perform its services including distribution of further 500,000
copies for such updates. Should the Company exercise such option
for its services, ZF shall be paid a cash fee of $8,000 and a
further fee of $3,000 shall be paid to the editor of the
publication.
3.
Liability of ZF:
In
furnishing the Company the services, as herein provided, neither
ZF, nor any officer, director or agent thereof, shall be liable to
the Company for errors in judgment or for anything except willful
malfeasance, reckless disregard or bad faith in the performance of
its duties under this Agreement; but in all cases no liability will
extend beyond ZF. Company will indemnify and hold harmless ZF, and
any related entity, officers, directors, affiliates, attorney,
writer, graphic designer or any other agent retained by ZF against
any liability, loss, claim, damage or expense resulting from any
violation of law or any regulation or any agreement by Company or
action or inaction by Company, or misstatement of a material fact
or omission of a material fact from information furnished by
Company.
It is
further understood and agreed that ZF (and others engaged by ZF)
may rely upon the information furnished to ZF by the Company. The
Company represents, warrants and covenants that such information
will be accurate and reliable in all material respects. The Company
and its affiliates represent, warrant and covenant that it or they
shall not fail to disclose any material fact or information to ZF.
ZF shall not be liable for any loss suffered by the Company by
reasons of the Company's action or non-action on the basis of any
advice, recommendation or approval of any persons, firms, ZF or its
management, employees or agents or because of any of the services.
In no event shall any liability of ZF exceed the compensation
(excluding reimbursed expenses) made by the Company to
ZF.
It is also
understood and agreed by both parties, that in order to maintain
its independence, ZF will be responsible for its own opinions or
views regarding the Company, its future potential, its industry or
other related issues. Payment of postage funds from the Company
constitutes approval of the newsletter for distribution. By
approving the distribution of the newsletter, the Company simply
confirms that all material information regarding the company or all
other information in the newsletters provided by the Company, are
factually correct. Approving the document for accuracy does not
mean that the Company agrees on the views, opinions or predictions
of the newsletter.
Both
parties understand that the newsletter is for information,
educational and entertainment purposes only and cannot be
considered investment advice or a solicitation to buy or sell
securities.
4.
Status of ZF
ZF shall
be deemed to be an independent contractor and, except as expressly
provided or authorized in this Agreement, shall have no authority
to act for or represent the Company.
5.
Term
The term
of this agreement shall be one year from the Effective Date and may
be extended by mutual agreement between the pa
