Investor Relations Agreement between Home Director, Inc. and American Capital Ventures, Inc.

Summary

Home Director, Inc. (HMDO) has engaged American Capital Ventures, Inc. to provide investor relations and consulting services for an initial six-month term, with possible extensions. The consultant will help promote the company to investors, coordinate meetings, review public relations materials, and advise on presentations. In return, the consultant receives shares of restricted common stock, a monthly cash fee, and reimbursement for approved expenses. Either party may terminate the agreement after the initial term with 30 days' notice. The agreement also includes provisions for indemnification and registration of shares issued to the consultant.

EX-10.1 2 hd_8k-ex101.txt EXHIBIT 10.1 Exhibit 10.1 INVESTOR RELATIONS AGREEMENT This Agreement is made as of this 15th day of October 2007, by and between Home Director, Inc., (the "Company" or "HMDO"), a corporation duly organized and existing under the laws of the State of Delaware, having its principal place of business at 900 East Hamilton Avenue, Suite 550, Campbell, CA. 95008 and American Capital Ventures, Inc. (the "Consultant"), a corporation duly organized and existing under the laws of the State of Florida, with offices at 2875 N.E. 191st Street, Suite 904, Aventura, Florida 33180. WHEREAS, the Company is a public company designs, manufactures and sells home networking solutions; WHEREAS, the Consultant is experienced in providing consulting and investor relations advice to publicly-traded companies and; WHEREAS, the Company wishes to retain the services of the Consultant on a non-exclusive basis on the following terms and conditions: 1. The Company hereby retains the services of the Consultant (the "Consulting Services" as defined below) for a six month period (the "Initial Term") after which, it may elect at its own discretion to retain the Consultant for six-month increments. The Company and the Consultant may respectively choose to terminate this Agreement at their own discretion upon a 30 day written notice at any time after the Initial Term. If the Company chooses to extend the Consulting Services for additional six-month terms, it agrees to notify Consultant in writing no later than 30 days prior to the expiration date of the Initial term, or any additional six-month period thereafter. 2. In exchange for the Consulting Services (as that term is defined below) rendered during the Initial Term. The Consultant shall receive a fee of One Hundred and Fifty Thousand (150,000) shares of restricted common stock of which Ninety Seven Thousand Five Hundred (97,500) shall be in the name of the company and Fifty Two Thousand Five Hundred shares (52,500) shall be in the name of Richard Hull of 1015 Shore Lane, Miami Beach FL 33141. Thereafter, if the Company chooses to extend the term, having duly notified Consultant in writing of its intentions to do so, it will issue to the Consultant a certificate for an additional Seventy Five Thousand (75,000) shares of restricted common stock of the Company which shall be delivered within 10 days of the start of the extended term. The issuance of these shares to American Capital Ventures, Inc. is irrevocable and the company shall take no action to cause such securities to be voided or revoked or the issuance to be otherwise terminated. The parties also acknowledge that Consultant intends to transfer some of the Shares to certain of its officers, directors, consultants and employees (the "Transferees"). The Company agrees that Consultant may do so. The Consultant shall also receive a cash fee payable on the fifteenth of every month in the amount of $4,000.00 (four thousand). The first payment of $4,000 from the company will be due January 15, 2008 and payable on the 15th of every month thereafter. The Consultant shall also be reimbursed actual reasonable travel and other out of pocket expenses which will be billed in arrears and are due payable within thirty (30) days of the Company's receipt of the subject bill(s). All out of pocket expenses in excess of $500 must be submitted to Company for pre-approval by Consultant. 3. The Company agrees to include in their next registration statement the underlying common stock issued pursuant to this Agreement. The Company shall bear all fees and expenses incurred by the Company in connection with the preparation and filing of such registration statement(s). In the event of such proposed registration(s), the Company shall furnish to the Consultant with no less than (i) thirty (30) days written notice prior to the proposed date of filing of such registration statement, or (ii) fifteen (15) days written notice prior to the proposed filing date of any amendment to an existing registration statement. The Consultant shall exercise the "piggy-back" rights provided for herein by giving written notice, within ten (10) days of receipt of the Company's notice of its intention to file a registration statement. The Company must keep any registration statement current for nine (9) months. 1 4. The Consultant shall utilize its best efforts to provide the following services to the Company: (a) assist the Company in making presentations to interested brokerage firms, hedge funds and institutional investors that buy and follow technology companies (b) coordinate meetings with analysts to cover the Company's stock and help disseminate the Company's investment profile to these analysts, as well as brokerage firms, hedge fund managers and institutional investors through a variety of electronic and manual sources, (c) a review of public relations, press releases and marketing materials that have been, or may be, distributed to the U.S. financial community and make appropriate suggestions as to how these materials can or should be changed, (d) advise the Company on symposium presentations, as well as investor conferences, (e) assist the Company through Consultant's existing and future relationships in areas relating to future financings, mergers, acquisitions and potential buyouts; the parties agree that any such transaction will be subject to a separate fee agreement between the parties and limited to transactions generated by the Consultant, excluding any transactions generated by other parties for which the Consultant will not be entitled to compensation, (f) at the appropriate time, have the Company deliver presentations to the staff of the Consultant, as well as the offices of brokerage firms with whom the Consultant maintains a relationship, and (g) through media contacts, attempt to initiate interviews for the Company on news shows such as CNBC, CNN and Bloomberg. The services referred to in this paragraph shall be known as the "Consulting Services." 5. The Consultant shall be an independent contractor and shall have no right or authority to assume or create any obligations or responsibility, express or implied, on behalf of or in the name of the Company, unless specifically authorized in writing by the Company. No provision of this Agreement shall be construed to preclude the Consultant, or any officer, director, agent, assistant, affiliate or employee of the Consultant from engaging in any activity whatsoever, including, without limitation receiving compensation for managing investments, or acting as an advisor, broker or dealer to, or participate in, any corporation, partnership, trust or other business entity or from receiving compensation or profit therefore. The Consultant shall have no obligation to present any business combination to the Company and shall incur no liability for its failure to do so. 6. The Consultant (including any person or entity acting for or on behalf of the Consultant) shall not be liable for any mistakes of fact, errors of judgment, for losses sustained by the Company or any subsidiary or for any acts or omissions of any kind, unless caused by the gross negligence or intentional misconduct of the Consultant or any person or entity acting for or on behalf of the Consultant. 7. The Company and its present and future subsidiaries, jointly and severally, agree to indemnify and hold harmless the Consultant and its present and future shareholders as well as its and their officers, directors, affiliates, associates, employees, shareholders, attorneys and agents ("Indemnified Parties" or "Indemnified Party") against any loss, claim, damage or liability whatsoever (including reasonable attorneys' fees and expenses), to which such Indemnified Party may become subject as a result of performing any act (or omitting to perform any act) contemplated to be performed by the Consultant pursuant to this Agreement if such act or omission did not violate the provisions of Section 4 of this Agreement unless caused by the gross negligence or willful misconduct of the Consultant. So long as the Company has not provided counsel to the Indemnified Party in accordance with the terms of this Agreement, the Company and its subsidiaries agree to reimburse the defense of any action or investigation (including reasonable attorneys' fees and expenses) subject to an understanding from such Indemnified Party to repay the Company or its subsidiaries if it is ultimately determined that such Indemnified Party is not entitled to such indemnity. In case any action, suit or proceeding shall be brought or threatened, in writing, against any Indemnified Party, it shall notify the Company within twenty (20) days after the Indemnified Party receives notice of such action, suit or such threat. The Company shall have the right to appoint the Company's counsel to defend such action, suit or proceeding, provided that such Indemnified Party consents to such representation by such counsel, which consent shall not be unreasonably withheld. In the event any counsel appointed by the Company shall not be acceptable to such Indemnified Party, then the Company shall have the right to appoint alternative counsel for such Indemnified Party reasonably acceptable to such Indemnified Party, until such time as acceptable counsel can be appointed. In any event, the Company shall, at its sole cost and expense, be entitled to appoint counsel to appear and participate as co-counsel in the defense thereof. The Indemnified Party, or its co-counsel, shall promptly supply the Company's counsel with copies of all documents, pleadings and notices that are filed, served or submitted in any of the aforementioned. No Indemnified Party shall enter into any settlement without the prior written consent of the Company, which consent shall not be unreasonably withheld. 2 8. This Agreement shall be binding upon the Company and the Consultant and their respective successors and assigns. 9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever; (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable. 10. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any other provisions hereof (whether or not similar) shall be binding unless executed in writing by both parties hereto nor shall such waiver constitute a continuing waiver. 11. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which shall constitute one and the same Agreement. 12. This Agreement shall be governed by the laws of the State of California. The parties agree that, should any dispute arise in the administration of this Agreement, the dispute shall be resolved through arbitration under the rules of the American Arbitration Association, with a location in California. 13. This Agreement contains the entire agreement between the parties with respect to the services to be provided to the Company by the Consultant and supersedes any and all prior understandings, agreement or correspondence between the parties. IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to be signed by their duly authorized representatives as of the day and year first above written. Home Director, Inc. American Capital Ventures, Inc. By: /s/ Michael Liddle By: /s/ Howard Gostfrand ------------------- ------------------------ Name: Michael Liddle Name: Howard Gostfrand Title: Chairman & CEO Title: President 3