Exhibit 10.4
THE AGREEMENT
THIS AGREEMENT made and entered into this
1st day of April 2004, by and between
RM Communications, hereinafter referred to
as RMC or the Corporation and
AmeriChip International 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 23rd day of April 2004,
through the 22nd day of April 2005.
3 DUTIES AND
OBLIGATIONS OF RMC.
RMC shall have the following duties and
obligations under this Agreement:
o
Posting of press releases as required to the website.
o
URL
registration, administration and hosting of website for 12
months.
o
Continue to review company literature, filings, competitors,
industry, etc. to maintain a full understanding of the company.
o
Recommend / consult on
any required communications equipment,
materials for investor / corporate speaking / tradeshow /
salesperson / B2B opportunities.
o
The
creation of an AmeriChip branded bi-annual industry newsletter
template for distribution to employees, investors, the
investment
community and suppliers. This piece would speak to the goings on
of
the previous 6 months, hints of the future, outstanding
contributions and events, people, trends, education, etc. Content
to
be provided by AmeriChip.
o
The
creation of 3 more e-flyers targeted to specific industry /
investment segments [1] the AmeriChip process & acquisition
target
exit
strategy opportunity [targeted to acquisition opportunities];
2] institutional investors [could include if available news on
the
move to [i.e] another exchange?]; 3] AmeriChip the Company
targeted
at individual investors via the mass market [investment
opportunity]. These would be distributed by purchasing targeted
lists from a 3rd party.
o
Each
of the e-flyers would be accompanied by a 2 pager, independent
Report style hardcopy hand out which would be distributed by
brokers, IR firms and possibly by a 3rd party targeted mass
mailer.
<PAGE>
o
Background structure integration of acquisition websites to
link
into the existing AmerChip website, ensure ownership of URL's
and
centralize hosting / posting / email activities.
o
Assist management with the branding of materials associated with
any
acquisition [vendor integration package: i.e. forms, invoices,
etc.].
o
Upgrades to the website / email infrastructure as needed.
o
Creation of an animated online / emailable Annual report as well
as
basic B&W hard copy handout that meets regulatory approval.
o
Marketing and Branding advice and consultation services as they
relate to ongoing AmeriChip business activities.
o
PR
and IR firm as well as media training introductions if
required.
4 RMC
COMPENSATION. Company hereby covenants and agrees to pay, a
total
compensation to RMC of the following:
Retainer:
o
$3,500.00 / month CDN [retainer is for access to RM
Communications
Managing Partners Shaun Ruddy or Al McLellan for up to 10 hours
per
month]. This amount is payable in quarterly prepaid installments
of
$10,500 prior to the start of each quarterly segment.
Securities:
This the balance of the payment for the
products and services described above.
o
200,000 free trading shares accompanied by a letter of non
restriction upon signing of agreement.
o
600,000 3 year exercisable warrants at .25 cents USD [04/05/01
-
07/05/01] payable in increments of 150,000 at the start of each
quarter accompanied by a letter of non restriction.
Payment:
o
Payment for all RM Communications related services [retainer and
/
or securities] describe within this agreement is to be made to:
Sandra
McLellan
10869 Oak
Ridges Drive,
Roseneath,
Ontario, Canada, K0K 2X0
Tel:
905-352-3111
All prices quoted are exclusive of
applicable taxes and are payable in CDN
currency. Specific hourly rates and billing
policies have been previously
supplied and are current as at May 1, 2004.
Remuneration is for specific
services describes herein and does not
include travel or expenses incurred with
respect to any request or project not
described herein. Be advised that
printing costs and costs associated with
Wire Services and translation are
extra. All creations are provided as "one
offs" and are the property of RM
Communications until all contractual
commitments and payments on the part of
AmeriChip International Inc. have been
fulfilled. To successfully complete all
work as described, and within the timeline
requested, we will require AmeriChip
International Inc.'s commitment to the
efficient transfer of any required
materials and the readily available
assistance of key individuals for the
sign-off process.
<PAGE>
5 RMC EXPENSES AND
COSTS.
Company shall pay all costs and expenses
incurred by RMC, its directors,
officers, employees, and agents, in
carrying out its duties and obligations
pursuant to the provisions of this
Agreement, excluding RMC general and
administrative expenses and costs, but
including and not limited to the
following costs and expenses; provided, all
cost and expense items in excess of
$1,000.00 are approved by the Company or
described within this agreement prior
to RMC incurrence of the same:
o
Travel expenses, enclosing, but limited to transportation,
lodging
and food expenses, when such travel is conducted on behalf of
the
Company.
o
Seminars, expositions, and "
