Sample Business Contracts

Agreement and Letter of Intent - MedStrong International Corp. and Road America

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October 16, 2002

Mr. Dennis M. Fantis
Road America
3081 Salzedo St.
Coral Gables, Florida 33134

Re: Letter of Intent

Dear Dennis;

1.   This  letter  serves  as a formal  agreement  and  Letter  of Intent by and
     between MedStrong  International  Corporation,  hereinafter "MIC", and Road
     America,  hereinafter  "RA".  The  purpose  of this  Letter of Intent is to
     summarize the agreements between the parties and will have the effects of a
     formal  agreement  and work as a permanent  agreement  until  superseded by
     another written agreement.

2.   The  contents  of this  Letter  of  Intent  are  the  product  of  previous
     discussions among the parties.

3.   Objective: To grant RA the rights to represent, promote and sell MedStrong,
     Patient Data Quickly (PDQ) brand medical  records online  programs,  to its
     prospects and customers in the described territories.

4.   Territory:  United  States and  Canada.  Other  territories  to be mutually
     agreed in writing.

5.   Express  Exclusions:  The  parties  acknowledge  and agree  that each has a
     business  relationship with MAPFRE.  Any efforts by both parties to further
     promote the MIC,  PDQ brand with this  company  will be mutually  agreed in
     writing.  MAPFRE is therefore, an exclusive medical records online prospect
     of MIC.

6.   Programs:

     The  purpose  here is to provide  various PDQ  program  options  which Road
     America can select,  that offer or provide tailored solutions to its varied
     and diverse prospect and client base.

     (a) Agent:  RA may choose to  distribute  the  "Driver  PDQ" basic  medical
         records  online  program  for  a  family  of  four,  annually,  in  its
         electronic format as an agent of the company or

     (b) Direct  link:  RA may choose to have MIC private  label by creating its
         own RA splash page with a direct link to MedStrong for actual  customer

     (c) R.A. Website: RA may choose to create its own specific product brand of
         medical records online using its own proprietary website and tying into
         MedStrong's engine.

7.   Payment and Renewal Compensation

     (a) Agent payment and renewal compensation based on following formula.

         (i)    MIC's  desired  amount:   $6.50  per  unit  for  a  twelve-month
                membership,  for a family of four. The amount  required to cover
                cost (s) of plan.

         (ii)   RA Target price:  $1.00 per unit for a twelve-month  membership,
                for a family of four.  The amount RA actually pays each month as
                their cost of plan(s).

         (iii)  Renewal:  MIC will  renew or RA may  renew  based on  negotiated
                terms. If MIC renews the company will pay RA a 20% commission on
                basic plan and upgrades  which first must go to settle the short
                fall between the (1) desired price and (2) RA's target price.

         (iv)   Any  balance  due  agent  from  his  commission  account,  after
                adjustment,  shall be paid to RA on or before March 15, 2003 and
                on or before each successive March 15.

         (v)    Agent  has  no  liability  or  responsibility  to  satisfy  unit
                shortfall beyond the PDQ renewal commission account.

     (b) Direct link: to be negotiated based on anticipated volume.

     (c) RA website: to be negotiated based on anticipated volume.

8.   Term and Termination

     (a) The  initial  term of the  agreement  shall run from  November 1, 2002,
         through November 30, 2005. Unless otherwise  terminated pursuant to the
         terms hereof,  the agreement shall  automatically  renew for additional
         one-year periods.

     (b) Either party, MIC or RA ,may terminate the agreement, without cause, at
         the end of the  initial  term or any  renewal  term by  giving  written
         notice of such  termination not less than ninety (90) days prior to the
         end of such term.
     (c) The  agreement  may be terminated  immediately  upon written  notice as

         (i)    By mutual, written agreement of the parties.

         (ii)   Material breach not cured for a period of 30 days after notice.

         (iii)  Either  party files  bankruptcy,  becomes  insolvent  or makes a
                general assignment for the benefit of creditors.

9.   MIC  is  a  public   company  and  therefore  must  disclose  all  material
     developments  regarding  its  business.  Both RA and MIC agree to release a
     mutually  agreed  news  release  announcing  this  letter of intent and any
     future agreements.

In witness whereof, this being the agreement between the parties; we hereby
execute this letter of intent.

Medstrong International, Corp.

By: /s/ Jerry Farrar
    Jerry Farrar, President

Road America

By: /s/ Dennis M. Fantis
    Dennis M. Fantis, President