ENGAGEMENT AGREEMENT

 

                                                                   Exhibit 10.3

 

                                  THE AGREEMENT

 

THIS AGREEMENT made and entered into this 22nd day of October 2003, by and

between RM Communications, hereinafter referred to as RMC or the Corporation and

Southborrough Ventures Inc. hereinafter referred to as the Company.

 

WITNESSETH:

For and in consideration of the mutual promises and covenants contained herein

the parties hereto agree as follows:

 

1     ENGAGEMENT. Company hereby hires and engages RMC as an independent

contractor on a non-exclusive basis; and, RMC does hereby accept engagement as

an independent contractor by the Company upon the terms and conditions

hereinafter set forth.

 

2     TERM.

The term of this Agreement shall be from the 22nd day of October 2003,

through the 22nd day of April 2004.

 

3     DUTIES AND OBLIGATIONS OF RMC.

RMC shall have following duties and obligations under this Agreement:

      o     New identity treatment upon change of name and forwarding of

            graphics. Compilation of corporate logo and font package [B&W,

            color, on-line, animated, etc.] in hard copy, digital and on-line

            formats. The corporate motto, slogan and values will also need to be

            addressed by the company working on your identity.

      o     Creation of SEC compliant website.

      o     Creation of Animated e-Flyer Business Summary [emailable, postable

            and burnable]

      o     Creation of Animated e-Flyer branded template for I.R. firms,

            brokers etc.

      o     Single page Q&A talking sheet.

      o     Review of Executive Summary.

      o     Proofing, posting and dissemination of press releases as required.

      o     URL registration, administration and hosting of web site for 6

            months.

      o     Asian translated Executive Summary / Overview and Q&A [hardcopy and

            postable with link.

      o     Thorough review of company's literature, filings, competitors,

            industry, etc., and meetings with management / board members and any

            other advisors to develop a full understanding of the company.

      o     Create executive bios and photos for posting and inclusion in

            Executive Summary. This should also include key "highlight" points

            about the Company and it's principals that will be of interest to

            the financial investment community [bullet points: years in

            business, key awards, major milestones, etc.].

      o     Create repository of "news" with major input from Management.

            Compile corporate history, all "good news" stories, activities,

            announcements [create a 12-24 month calendar of upcoming events and

 

 

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            compile at least 2 relevant announcements for each historical

            "event" [news story] for the past 12 months... i.e. acquisition,

            joined an association, met sales targets, ISO registration, new key

            executive, policy announcement, awards, etc.].

      o     Communicate with Southborrough Management for additional ideas,

            wants and needs.

      o     Institute a chain of command and a timeline for completion of

            responsibilities.

      o     Educate all 2nd and 3rd party communication / I.R. firms on proper

            distribution policy of Southborrough materials [branding and format

            for now and the future].

      o     Determine financial community and shareholders inquiry response

            package and procedures and make recommendations for any creations

            required.

      o     Recommend any required communications equipment, materials for

            investor / corporate speaking / tradeshow / salesperson / B2B

            opportunities.

      o     Provide AsianBul.biz  telemarketing and "e" based services including

            "featured  client" profile in  AsianBul.biz  quarterly NL as well as

            the distribution of translated materials described above.

 

4     RMC COMPENSATION. Company hereby covenants and agrees to pay, a total

      compensation to RMC of the following:

      Retainer:

      o     $2,000.00 / month cash [retainer is for access to RM Communications

            Managing Partners Shaun Ruddy or Al McLellan for 10 hours per

            month]. This amount is payable prior to the start of each monthly

            segment.

      Securities:

This is the balance of the payment for the products and services described

above.

      o     100,000 free trading shares upon signing of agreement.

      o     100,000 free trading shares upon completion of services to be

            provided.

      o     100,000 3 year exercisable warrants at .30 cents USD [04/01/01 -

            07/01/01]

      o     100,000 3 year exercisable warrants at .40 cents USD [04/01/01 -

            07/01/01]

      o     100,000 3 year exercisable warrants at .50 cents USD [04/01/01 -