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INDEPENDENT CONTRACTOR AGREEMENT

Independent Contractor Agreement

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MULTI MEDIA GROUP INC | SEMOTUS SOLUTIONS, INC

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Title: INDEPENDENT CONTRACTOR AGREEMENT
Date: 7/29/2005
Industry: SOFTWR     Sector: TECHNO

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EXHIBIT 99

 

                                                                    EXHIBIT 99.1

                                                                    ------------

 

                        INDEPENDENT CONTRACTOR AGREEMENT

 

This Agreement is made and entered into as of July 15, 2005 (the "Effective

Date"), by and between SEMOTUS SOLUTIONS, INC. (the "Company"), a Nevada

corporation, located at 16400 Lark Ave., Suite 230, Los Gatos, CA 95032 and

MULTI MEDIA GROUP INC. ("Independent Contractor"), with primary address at 223

Walt Whitman Rd., Suite 17 Huntington Station, NY 11741. The Company and

Independent Contractor may be referred to herein as "Party" or collectively as

"the Parties."

 

                                    RECITALS:

 

         A.      Whereas, Independent Contractor is an independent contractor

capable of providing certain services related to marketing the Company's various

products and services as hereafter provided; and

 

         B.      Whereas, Company is in need of certain product marketing

services, and desires to hire Independent Contractor to perform such services

upon the terms and conditions as are hereinafter provided.

 

NOW THEREFORE, in consideration of the mutual covenants and conditions set forth

in this Agreement and other good and valuable consideration, and with the intent

to be legally bound hereby, the Company and Independent Contractor agree as

follows:

 

1.       SERVICES: The Company hereby appoints the Independent Contractor on a

non-exclusive basis to perform certain functions and services, related to

marketing the Company's software products and services. The specific marketing

plan details for these marketing services is attached hereto as Exhibit A and

incorporated herein. It is the express intention of the Parties that Independent

Contractor is an independent contractor and not an employee, agent, joint

venture or partner of the Company.

 

2.       COMPENSATION. Independent Contractor shall be compensated as follows:

The Company shall pay to Independent Contractor a sum of twenty thousand dollars

($20,000), and, subject to applicable securities laws, the Company hereby agrees

to issue to the Independent Contractor up to a maximum total of one hundred

thousand (100,000) restricted common shares (the "Shares") in the capital of the

Company, as follows:

         (a) fifty thousand (50,000) restricted shares will be issued as soon as

         practicable following the full execution of this Agreement; and

         (b) the balance of the fifty thousand (50,000) shares may be issued, at

         the Company's sole discretion and upon the Company's acceptance of

         certain deliverables, as represented and set forth in Exhibit A.

         Independent Contractor shall not be eligible for any employment

         benefits, including health insurance, paid vacation time, sick days and

         personal days.

 

Piggyback Registration Rights. If (but without any obligation to do so) the

Company proposes to register any of the Shares on a registration statement

(other than a registration relating solely to the sale of securities to

participants in a Company stock plan, a registration relating to a corporate

reorganization or other transaction under Rule 145 of the Act, a registration on

any form that does not include substantially the same information as would be

required to be included in a registration statement covering the sale of the

Shares, a registration in which the only Shares being registered are Shares

issuable upon conversion of debt securities that are also being registered, or

if there is a managing underwriter of the offering of shares referred to in the

registration statement and such managing underwriter advises the Company in

writing that the Shares proposed to be included in the offering will have an

adverse effect on its ability to successfully conclude the offering), Company

shall, at such time, promptly give the Holder written notice of such

registration. Upon the written request of the Holder given within ten (10) days

after mailing of such notice by Company, Company shall, subject to the final

approval of the other holder(s) of securities (including the underwriter, if

applicable) intended to be included on such registration statement, use all

reasonable efforts to cause to be registered under the Act all of the Shares

that the Holder has requested to be registered. Unless otherwise approved by

Company, the Holder shall have the right to include its Shares in no more than

one registration statement filed by Company in accordance with this Section.

Company shall have the right to terminate or withdraw any registration ini

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