<PAGE> 1
EXHIBIT 10.37
MERRILL LYNCH Corporate and Institutional
Client Group
6th Floor
222 Broadway
New York, New York 10038
212 670 0620
LETTER OF AGREEMENT
FOR
WALL STREET STRATEGIES
The Citation Group (the "Citation Group") is a division of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, a broker-dealer which, as part of its
regular services to its customers, provides investment research services for the
use of those customers.
The Citation Group hereby agrees to purchase from you or any of your affiliates
the services described in the use schedule attached hereto (the "User Schedule")
for use by our customers (the "Services"). Additions or deletions from the User
Schedule or any Supplemental User Schedules may be made only by mutual agreement
evidenced by written notice by us acknowledged by you. For Services previously
agreed upon, for use by other Citation Group customers, Citation Group will
notify you of the identity of the customer; no acceptance shall be required by
you.
We acknowledge that we are purchasing the Services to assist our customers in
making decisions with respect to investing in, purchasing or selling securities.
It is understood that, although you may deliver the Services directly to our
customers, such customer are not, and shall not be deemed to be, your customers
and such Services will be considered provided to such customers on our behalf.
All invoices for Services are to be directed and sent to the Citation Group, and
not to any of our customers. We will not pay any invoices that are directed to,
and made payable by, our customers.
You hereby represent that you are registered as an investment advisor pursuant
to the Investment Advisors Act of 1940, as amended, or are not required to
register pursuant to such Act either currently or as a result of your delivery
of the Services. In this connection, you agree to furnish to the Citation Group,
and any Citation Group customer to which you deliver any Services, all materials
that you are required to deliver pursuant to any applicable statute or
regulation governing your investment advisor activities.
You further represent that the particulars of any known affiliation between you
and any customer listed (either currently or hereafter) on the User Schedule
have been fully disclosed to the Citation Group and that if any such affiliation
arises at any time hereafter during the term of this agreement, or if you become
aware of any such affiliation at any time hereafter during the term of this
agreement, you will promptly disclose all of the particulars of such affiliation
to the Citation Group.
You hereby agree to indemnify and hold harmless the Citation Group from and
against any and all loss, liability, claim, damage and expense, including
counsel fees, arising out of any claim based upon your provision of the Services
or which results from any breach, or alleged breach, of
<PAGE> 2
MERRILL LYNCH
your representations contained herein and further agree to hold the Citation
Group harmless for any error or omission with respect to licenses for the
Services.
You further agree that you will not, without the prior written consent of the
Citation Group, publish or distribute any advertisement or other promotional
literature that makes reference to the fact that the Citation Group has agreed
to purchase the Services.
You agree to invoice, collect and remit all sales and use taxes, where
applicable, to the appropriate taxing authorities.
This agreement is not assignable by either party and may be terminated by either
party on thirty days' written notice to the other party. In the event of
termination, you will refund to the Citation Group the pro rata portion of the
payment made, if any, for the remaining term.
If these letters are in accordance with your understanding of our agreement,
please sign and return the enclosed duplicate copy of this letter, whereupon it
will become a binding agreement between both parties.
Very truly yours,
MERRILL LYNCH, PIERCE,
FENNER & SMITH, INC.
THE CITATION GROUP
By: Christine A. Daspro
Title: Vice President
Signature: /s/ Christine A. Daspro
--------------------------
Date: August 28, 2000
ACCEPTED AND AGREED TO AS OF
THE DATE SET FORTH ABOVE:
Company: WALL STREET STRATEGIES
Signature: /s/ Shawn D. Baldwin
-----------------------------
Name/Title: Shawn D. Baldwin/Principal
-----------------------------
Print Date: August 28, 2000
-----------------------------
2
<PAGE> 3
MERRILL LYNCH
USER SCHEDULE
Client(1) Name of Research Product Cost/Payment Frequency
(1) If there is any affiliation between your company (or any principal of your
company) and any client listed on the User Schedule, the particulars of such
affiliation must be fully described in a separate document to be submitted
with this User Schedule.
ACCEPTED AND AGREED TO AS OF
THE DATE SET FORTH:
COMPANY - WALL STREET STRATEGIES MERRILL LYNCH, PIERCE,
FENNER & SMITH, INC.
The Citation Group
Signature: /s/ Shawn D. Baldwin Christine A. Daspro
------------------------- ---------------------------------
Signature
Shawn D. Baldwin/Principal Christine A. Daspro
------------------------------------
Print Name & Title Vice President
Date: August 28, 2000 Date: August 28, 2000
------------------------------
3
