December 14, 1999
John Huguet,
President & CEO
e-financial depot.com, Inc.
1005 - 750 W. Pender Street
Vancouver, British Columbia, Canada V6C 2TB
RE: LETTER OF ENGAGEMENT
Commencement of Investor Relations
Dear Mr. Huguet:
We are prepared to embark upon a program of investor relations activities on
behalf of e-financial depot.com, Inc. The objective of such a Program is to
achieve the highest sustainable market value for the company's securities
thereby contributing to shareholder liquidity and future corporate finance
opportunities.
We propose that the official commencement date of our activities be January 1,
2000 subject to the signed acceptance of the terms outlined herein and our
receipt of the agreed funds.
In this relationship, Coffin, Mottola Communications agrees to comply fully with
all securities regulations, industry guidelines and applicable laws.
Additionally, our firm shall maintain the confidentiality of all information of
e-financial depot. com, Inc. not cleared by the company for public release.
e-financial depot.com, Inc. agrees to indemnify and hold harmless Coffin,
Mottola Communications, including its shareholders, officers, employees and
contractors, from and against any and all losses, claims, damages, expenses
and/or liabilities which Coffin, Mottola Communications may incur based upon
information, representations, reports or data furnished by e-financial
depot.com, Inc. with respect to itself, and which are approved by e-financial
depot.com, Inc. for use by Coffin, Mottola Communications. Such indemnification
shall include, but not be limited to, expenses (including all attorney's fees),
judgments, and amounts paid in settlement actually and reasonably incurred by
Coffin, Mottola Communications in connection with an action, suit or proceeding
brought against Coffin, Mottola Communications and/or its shareholders,
officers, contractors or employees.
In consideration for such services Coffin, Mottola Communications shall receive
a retainer of $6,000 per month and 25,000 shares (the "shares") of the Company's
common stock. In exchange for such shares, Coffin, Mottola Communications
agrees to provide all necessary and appropriate investor relations services at a
rate of $6,000 per month, for a period of twelve (12) months (in accordance with
SEC guidelines).
As additional consideration to Coffin, Mottola Communications ("Coffin"),
e-financial depot.com, Inc. hereby grants an option to purchase 25,000 shares
(the Shares") of the Company's common stock (this "Option") to Coffin, Mottola
Communications. This Option shall be for a term of five years, shall vest
immediately and have "assignable rights". This Option shall have an exercise
price of $6.50, and shall expire on January 1, 2005. coffin, Mottola
Communications shall have the right to exercise the Option by giving the Company
a full-recourse promissory note with a term of not more than five (5) yeas (the
"Note"), provided, however, that to Coffin, Mottola Communications shall not be
able to resell the Shares until such time as the Note is paid in full.
<PAGE>
e-financial depot.com, Inc.
Letter of Engagement
Page 2
Monthly expenses incurred while engaging in investor relations activities on
behalf of e-financial depot.com, Inc. shall be itemized and also invoiced at the
beginning of each month hereafter and due within ten (10) days of receipt.
Typical expenses included are phones, copying, faxing, mailing and on-line
services. Commitments to vendors and others outside of Coffin, Mottola
Communications for the purchase of goods and services related to our carrying
out the subject activities will first be approved by e-financial depot.com, Inc.
and billed directly.
The term of this agreement shall be for a period of twelve (12) months
commencing January 1, 2000 through January 1, 2001 and continuing on a
month-to-month basis thereafter unless terminated by either party by providing
one month written notice to the other and delivering same by registered mail.
If any provision of this Agreement shall be found invalid by any court of
competent jurisdiction, such findings shall not effect the validity of the other
provisions hereof and the invalid provisions shall be deemed to have been
severed herefrom.
If any action is brought to enforce the terms of this Agreement, the prevailing
party shall be entitled to its costs and reasonable attorney's fees. Any
dispute concerning this Agreement shall be settled by binding Arbitration in
accordance with the rules of the American Arbitration Association in Los
Angeles, California.
Should the terms outlined herein meet with your approval, please sign and enter
the date as provided below. Retain a copy for your files and express an
original to us along with a check in the amount of $6,000 as the first month's
retainer. Upon execution, we would also greatly appreciate your faxing us a
copy of this document so that we have official notification of engagement as
well as authority to proceed on your behalf with the e-financial depot.com
Investor Relations Program.
On behalf of the partners and entire staff at Coffin, Mottola Communications, we
wish to thank you for your confidence in us and for retaining our firm. The
account team looks forward to working with you now and in the future toward
mutually beneficial goals.
Sincerely,
Coffin, Mottola Communications
/s/ Christi Mottola 1 - 8 - 2000
Christi Mottola, Date
Managing Partner
Agreed and accepted on behalf of:
E-FINANCIAL DEPOT.COM INC.
1005 - 750 W. Pender Street
Vancouver, British Columbia, Canada V6C 2TB
/s/ John Huguet Jan 8th/ 2000
John Huguet, Date
President and Chief Executive Officer
