EXHIBIT 10.18
800 Second Avenue Tel 212 682 6300 E-mail [email protected] [KCSA LOGO]
New York, NY 10017 Fax 212 697-0910 www.kcsa.com
KCSA
PUBLIC RELATIONS
WORLDWIDE
February 3, 2000
Mr. Abdul Ladha
President and CEO
Mr. John D. Welsh
Able(TM)Auctions
3112 Boundary Road
Burnaby, B.C. V5M 4A2
CANADA
Dear Abdul and John:
We at KCSA are extremely pleased that Able Auctions has selected KCSA Public
Relations Worldwide as its investor relations counsel.
This letter, when signed by you, will confirm that Able Auctions has retained
KCSA Public Relations Worldwide as investor relations counsel commencing
February 1, 2000. For our services, our monthly minimum fee will be $16,000,
which will entitle the Company to up to 100 monthly hours of the professional
services of KCSA. All incremental hours -- estimated in advance and with client
approval -- will be billed at the rate of $165 per hour. Any unused hours during
the course of a month will be "banked" and utilized during the next month. The
first two months' payment (February 1 -March 31, 2000) ($32,000) is due and
payable with the return of this signed agreement.
The agreement will be for an initial period of six months. All future monthly
fees will be billed on the first of each month, commencing April 1, 2000, and
are payable in ten days.
It is mutually agreed that any individual out-of-pocket expenses such as
BusinessWire distribution, messengers, air courier, clipping service, offset and
mass mailings will be rebilled to Able Auctions with the standard agency charge
of 20 percent. Telephone, Xerox, postage, travel and editorial lunches will be
rebilled without markup. All individual expenditures above $500.00 will be
expended only after client approval.
As part of its contracted services, KCSA will make its best efforts to arrange
directly or indirectly a financing with institutional and/or individual
investors on behalf of Able Auctions. Should KCSA obtain this financing, KCSA
will be compensated under the Lehman Standard which is 5% of the first $1
million raised; 4% of the second $1 million raised; 3% of the third $1 million
raised; 2% of the fourth $1 million raised; and 1% of the fifth $1 million and
any additional funds raised. KCSA will receive full payment upon the closing of
the transaction and will reduce the payment by one half of the sum of any
professional fees, excluding out-of-pocket expenses, it has earned up to the
closing of the transaction. At the discretion of Able, the $8,000
Kanan, Corbin, Schupak & Aronow, Inc. Public & Investor Relations,
Corporate & Marketing Communications
<PAGE>
Mr. Abdul Ladha
Mr. John D. Welsh
February 3, 2000
Page 2
per month fee for financing may be terminated upon 30 days notice. The entire
agreement may be terminated upon 60 days written notice.
To the extent Able Auctions desires to take advantage of the services of our
full-service graphic design and corporate identity division, monies due for the
preparation and production of collateral materials such as brochures, annual
reports, reprints and corporate identity and name change explorations, must be
paid one half of estimated budget at presentation of finished comprehensive and
one half at presentation of mechanicals.
Able Auctions agrees to indemnify and hold harmless KCSA Public Relations
Worldwide from and against all losses, claims, damages, expenses or liabilities
which we may incur based on information, representations, reports or data you
furnish us, to the extent that such material is furnished, prepared, approved
and/or just used by us. Similarly, KCSA Public Relations Worldwide agrees to
indemnify and hold harmless Able Auctions from and against all losses, claims,
expenses or liabilities which Able Auctions may incur based on the misuse of
information, representations, reports or data you furnish us.
Once again, we are pleased to have the opportunity to serve you, and you have
the assurance of our very best efforts.
Cordially,
KCSA PUBLIC RELATIONS WORLDWIDE
By: /s/ Leslie A. Schupak
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Leslie A. Schupak
Managing Partner
AGREED AND ACCEPTED
ABLEAUCTIONS
By: ----------------------------
Title: ------------------------
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