Exhibit
10.20





 


 


 


June
24, 2013


 


Brian
G. Lane


CEO
-American Doctors Online (ADOL)


200
Mill Road, Suite 250


Fairhaven,
Massachusetts


 


Delivered
via email to: <blane@adoltelemed.com>


 


RE:
Engagement Letter for Strategic Intellectual Property (IP) Support


 


Dear
Brian:


 


ipCapital
Group ("ipCG") appreciates the opportunity to provide strategic intellectual property ("IP") support to American
Doctors Online ("ADOL"). Based on our discussions, ipCG understands that ADOL seeks expert help in articulating the
relevance of its patent portfolio ("portfolio") and its estimated economic value to key external stakeholders, namely
the investor community.


 


As
a first and critical key step, ipCG proposes to estimate the value range of ADOL's IP portfolio (ipValue ModelsM).
Additional phases of work are likely required beyond this project; however understanding the value range of the IP will allow
ADOL to better assess and pursue viable investment options going forward.


 


We
are confident that the results of this engagement will meet your needs. Our work is data-driven and backed by our deep expertise
in IP strategy and monetization, which includes analyzing IP portfolios, defining IP development and monetization strategies,
and communicating IP value to internal and external stakeholders for our clients.


 


This
letter sets forth the terms of our proposed engagement and the services that ipCG will perform for ADOL. We look forward to further
developing our relationship with you through this work.


 


 


 


 


 


Enclosures


		1.	Detailed
                                         Work Plan 



		2.	Detailed
                                         Terms 



		A.	Escrow
                                         Agreement








    	 



    	 



    




  


ENCLOSURE
1


 


Detailed
Work Plan: Estimate the value range of ADOL's portfolio (ipValue ModelsM)


 


ipCG
will use its proven ipValue ModelM process to create a risk-adjusted, high-level financial model that estimates
a value range of ADOL's IP portfolio in its primary market, to be defined by input from ADOL.


 


		a.	Understand
                                         ADOL's technology, IP assets, and primary markets to be studied 






Preliminary
discussions contemplate approximately 4 issued patents and 4 pending applications in the tele-health market.


 


The
first step of the ipValue ModelM process includes a detailed review of the IP, informed by discussions with
ADOL to understand the field of use (primary market) and role of its IP in creating value in the market. 


 


		b.	Develop
                                         a risk-adjusted, high-level financial model using a pro forma income approach coupled
                                         with a study of comparable market transactions 



 


The
ipValue ModelsM process estimates a value range for the IP by bringing together the market and business drivers, as
found in many financial models, with a unique IP perspective. The model identifies key market assumptions and technology characteristics,
and includes an IP risk adjustment based on technical review of claims. 


 


To
risk-adjust the value estimate, ipCG will also conduct a technical IP risk assessment of the portfolio based on a review of key
claims across factors that can impact competitive barriers, such as:


a.
Potential ease or difficulty of modifying competitive products to avoid the IP


b.
Potential ease or difficultly of reverse-engineering the claimed inventions


c.
Risk related to technology obsolescence and commercialization potential


 


The
model will primarily use a pro forma income approach, estimating the incremental economic benefit to ADOL, over the useful life,
e.g. based on expected product lifecycle or patent term. In order to derive a final value estimate, the model will consider a
secondary valuation approach. If available, market comparable patent pricing, e.g. from past M&A in the industry and/or pure
patent transactions, will serve as a general check against the income approach.


 


To
reduce the cost of research and increase efficiency, ipCG will rely on ADOL to provide relevant data, information, and intelligence
to inform development of the financial model. Intelligence contemplated here may include competitive intelligence, market research
reports, industry reports, company profiles, etc. ipCG will seek approval from ADOL before purchasing any supplemental reports
needed to facilitate development of the financial model.


 


		c.	Estimate
                                         the portfolio value range in its primary market 



 


This
value assessment is critical to understanding the key drivers for the value of ADOL's IP and justifying the estimate to internal
or external stakeholders.




    	 



    	 



    

 


 


 


Generally,
the ipValue ModelSM can be efficiently adapted to different fields of use with minimal additional effort. If a new
ipValue ModelSM is required for another use that is significantly different from the original (e.g. modeling different
markets, different benefits, etc.), ipCG can perform that work for the comparable fees as described below, upon ADOL authorization.


 


Note:
ipCG will not produce a certified valuation opinion. 


 


Value
to ADOL: 


•  Provide a means to effectively understand, convey, and support the value of ADOL's and target IP; and 


•  Provide strategic IP intelligence for executive decision making 


 


Timeline.
Resource Requirements, and Deliverables: 


•  High-level financial model created in Excel® that estimates a value range of ADOL's IP in its primary market 


•  Executive summary report or short set of slides that highlight results, key value drivers, and methodology. The report combines
the data-driven findings with ipCG's IP monetization strategy expertise and unique understanding of the IP marketplace. 


•  Total elapsed time is approximately 3-4 weeks from initiation. 


•  Estimated participation time needed from ADOL: A total of 4 to 8 hours for check-in meetings and presentation and discussion of
results 


•  Travel: Not required 


 




    	 



    	 



    

 


 


ENCLOSURE
2 


 


Detailed
Terms  


 


Under
the scope of this engagement between ipCG and ADOL ("Client"), ipCG will perform the services described in the table
below entitled "Professional Services and Fees" (hereinafter referred to as "Services") in accordance with
the following terms and conditions:


 


		1.	Professional
                                         Services and Fees 



 


	Professional
    Services	Fees
	Estimate
    the value range of ADOL’s portfolio (ipValue ModelSM)	$35,000
	TOTAL	$35,000



 





Should
Client request additional meetings, reports, analyses, or services outside the scope of the Services, the scope of such services
and fees will be mutually agreed upon in writing between ipCG and Client.


 


		2.	Timing
                                         & Delivery. ipCG and Client shall mutually agree upon a project schedule.



 


		3.	Resources.
                                         ipCG staffs projects in a way that enables us to deliver the greatest value to
                                         clients in an efficient and cost-effective manner. Specifically, Managing Directors and
                                         Principal Partners provide strategic direction and expert advice on your projects. ipCG
                                         Directors & Managers run the detailed execution of client projects, including facilitating
                                         sessions, deploying the ipCG staff, and coordinating the involvement of ipCG partners
                                         to provide strategic insights and expert opinion (this may occur internally at ipCG without
                                         direct client visibility). Additional company resources will be utilized as required.



ipCG
will work in a close, collaborative manner with the Client to execute the Services. Because of the interactive nature of this
work, the availability of the Client's management and key technical personnel will be critical to the completion of the project.
The Client agrees to provide ipCG with its full assistance and cooperation inc1lJding, but not limited to, providing all information
as may be necessary or reasonable for ipCG to discharge its duties under this engagement letter and making the appropriate Client
personnel available to enable ipCG to obtain such Client information.


 


		4.	Compensation.
                                         The aggregate fee for Services is $35,000 ("Contract Total"). Client
                                         agrees to pay $25,000 upon execution of this agreement. The remaining $10,000 shall be
                                         paid either via escrow, in accordance with the Escrow Agreement attached hereto as Exhibit
                                         A, or directly to ipCG upon joint review of a draft ip Value ModelSM structure
                                         and content (estimated at 2 weeks elapsed time from project initiation). The terms and
                                         conditions of the Escrow Agreement are hereby incorporated into this Agreement as if
                                         fully set forth herein. In no event shall ipCG perform the next step of Services until
                                         the above amounts are paid or placed into escrow. ipCG will invoice against the escrow
                                         for work completed per the Escrow Agreement. Services that extend longer than one month
                                         will be billed monthly. Client agrees to pay, within 10 days of receipt, all



 




    	 



    	 



    

 


 


 


reasonable
out of pocket expenses estimated at 10% -15% of fees (not included in Contract Total). Client shall pay all charges and fees in
U.S. Dollars.


 


		5.	Late
                                         Payment/lnterest. If payment in full is not received within 10 days from the
                                         invoice due date, as defined in mutually signed agreement(s), Client is subject to interest
                                         fees, along with costs of collection incurred by ipCG, including but not limited to,
                                         collection agency fees and reasonable attorney's fees (whether or not suit is brought
                                         to affect such collection). The interest fees will be calculated per day of actual delay,
                                         from the due date of invoice, and based on the maximum rate of interest or fee allowed
                                         by law.






		6	Confidential
                                         Nature. ipCG and Client agree that the terms and conditions of the Mutual Non
                                         Disclosure Agreement executed by ipCG and Client simultaneously herewith ("NDA"),
                                         shall govern and control the manner in which Confidential Information (defined below)
                                         is protected. The term Confidential Information shall have the meaning set forth in the
                                         NDA. 






		7	Independent
                                         Contractor. The parties are and shall be independent contractors to one another,
                                         and nothing herein shall be deemed to cause these services to create an agency, partnership,
                                         or joint venture between the parties. Further, nothing in this engagement letter shall
                                         be interpreted or construed as creating or establishing the relationship of employer
                                         and employee between Client and either ipCG or any employee of ipCG. 






		8	Warranty.
                                         The services are warranted to conform substantially to the services described
                                         in Section 1 entitled "Professional Services and Fees." As the exclusive remedy
                                         for any breach of this warranty, ipCG shall re-perform Services at no cost to Client
                                         necessary to remedy or avoid any condition that results in the services not performing
                                         as warranted above. This warranty is conditioned upon receipt by ipCG of Client's written
                                         notice of all claimed breaches within sixty (60) days of the date of delivery of the
                                         services. CLIENT ACKNOWLEDGES THAT NO EXPRESS WARRANTIES HAVE BEEN MADE BY IPCG EXCEPT
                                         FOR THE LIMITED WARRANTY MADE IN THIS PARAGRAPH. THIS LIMITED WARRANTY AND THE ASSOCIATED
                                         LIMITED REMEDY IS PROVIDED BY IPCG IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES RELATED
                                         TO PERFORMANCE OF THE SERVICES. IPCG DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED
                                         WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 






		9	CLIENT
                                         AGREES THAT IPCG'S AGGREGATE MONETARY LIABILITY FOR ALL CAUSES (REGARDLESS OF THE FORM
                                         OF ACTION) UNDER OR RELATING TO THIS AGREEMENT, WHETHER PRIOR OR SUBSEQUENT TO ITS EXECUTION
                                         OR TERMINATION, SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO IPCG BY CLIENT
                                         FOR THE SERVICES GIVING RISE TO SUCH LIABILITY. CLIENT WILL INDEMNIFY AND HOLD HARMLESS
                                         IPCG AND ITS PERSONNEL FROM ANY CLAIMS, LIABILITIES, COSTS, AND EXPENSES THAT ARISE,
                                         FOR ANY REASON, RELATED TO THE DELIVERY OF THE SERVICES PURSUANT TO THIS AGREEMENT, INCLUDING,
                                         WITHOUT LIMITATION, COSTS AND REASONABLE ATTORNEY’S



 




    	 



    	 



    

 


 


 


FEES
INCURRED IN CONNECTION WITH RESPONDING TO SUBPOENAS RELATED TO CLIENT AND/OR THE SERVICES.


 


10.
Taxes. All charges for the sale or delivery of services purchased or licensed pursuant to this" engagement letter,
unless otherwise noted, are exclusive of applicable taxes. Excluding taxes on ipCG's income, Client agrees to pay any current
or future applicable tax which ipCG may be required to payor collect and which is imposed on the sale or delivery or services
purchased or licensed in this engagement letter. Such taxes may include, but are not limited to, state and local privilege, excise,
sales, services, withholding, and use. Client's obligation to pay taxes includes any interest. To the extent that ipCG has not
collected and remitted any applicable tax for Client in reliance upon an erroneous representation of Client as to its tax status,
Client's obligation to pay taxes shall include any penalties imposed by any taxing authorities.


 


11.
Governing Law. This engagement letter shall be construed in accordance with and governed for all purposes by the Uniform
Trade Secrets Act and otherwise by the law of the State of Delaware, without regard to its principles regarding conflicts of law,
including to the extent relevant, the Delaware Trade Secrets Act.


 


12.
Document Retention Policy. Client acknowledges and agrees that, upon the conclusion of ipCG's provision of Services
hereunder, ipCG shall destroy all documents and electronic media related to the Services, except for the final deliverable(s).


 


13.
Entire Agreement. This engagement letter and the NDA reflect the entire agreement between ipCG and Client related to
the Services described in this letter. It replaces and supersedes any previous proposals, correspondence, and understandings,
whether written or oral. The agreements of ipCG and Client contained in this letter shall survive the completion of the Services
or termination of this letter. In the event of any inconsistency between the NDA and this letter, the terms of the NDA will govern
unless this letter specifically references a paragraph of the NDA and expressly states that such paragraph is intended to be amended
by this engagement letter. Subject to the preceding sentence, any terms or conditions in this engagement letter which conflict
with NDA shall have no force or effect.


 


 


 


 


Please
confirm your agreement with the foregoing by signing a copy of this letter and returning it to ipCG. We are pleased to have this
opportunity to be of service to you.


 


Very
truly yours,


ipCapital
Group, Inc.