Exhibit 4.4
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AGREEMENT
BETWEEN
FIRST AMERICAN FINANCIAL GROUP
AND
SEPTIMA ENTERPRISES, INC.
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WHEREAS, SEPTIMA ENTERPRISES, INC. (SEPP), whose principal address is 000
Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxx, Xxxxxxx 00000, is desirous of engaging the
services of FIRST AMERICAN FINANCIAL GROUP (FIRST AMERICAN), whose principal
address is 000 Xxxxxx Xxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and
WHEREAS, FIRST AMERICAN is desirous of providing the services of its
Broker-Dealer Marketing Program to SEPP,
NOW, THEREFORE, the parties do hereby agree as follows:
1. FIRST AMERICAN shall provide the following services to SEPP:
A. Contact Broker-Dealers (B-D's) as potential Market Makers in SEPP
stock to discuss recent developments.
B. Contact Broker-Dealers in FIRST AMERICAN's network via FAX ALERT,
STOCK ALERT and telephone to review current information regarding
SEPP.
C. Meet with Broker-Dealers and their Registered Representatives to
discuss and promote awareness of SEPP.
D. At the appropriate time, meet with Analysts, Money Mangers and
Institutional Investors to discuss and promote awareness of SEPP.
E. Plan, produce and implement a comprehensive Internet campaign
including the following:
i. Company Profile to be placed in the Micro-Cap Section of
Xxxxxxx Capital Management's site on the PAWWS Financial
Network on the World Wide Web.
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ii. Monitor and control all lead-generating activity.
iii. Follow up all leads by mailing a STOCK ALERT and/or
Investor Kit to all "visitors" to the site.
iv. Distribute all leads to FIRST AMERICAN's Broker-Dealer
network for telephone follow-up.
2. FIRST AMERICAN will be responsible for originating, coordinating and
monitoring all of the above. A report covering all aspects of same
will be provided on a quarterly basis for the term of this Agreement.
3. SEPP will be responsible for providing all of the necessary corporate
material, financial information and access to data reasonably required
for FIRST AMERICAN to fulfill its obligations. SEPP will, as often as
practical, discuss and inform FIRST AMERICAN of developments and
events affecting the Financial Community.
In addition, SEPP hereby agrees that it will, at all times, act in
Good Faith and perform all of its duties to xxxxxx and promote
improved shareholder value.
4. FIRST AMERICAN's fee for its services outlined herein is an Option to
Purchase fifty thousand (50,000) shares of unrestricted, free-trading
Class "A" common stock of SEPP exercisable at $2.00 per share for a
period of twenty-four (24) months from date of issuance.
5. FIRST AMERICAN will receive a non-accountable expense allotment for
its costs incurred in Items 1.A through 1.E above as follows:
i. Due on Signing of this Agreement $3,000
Monthly Maintenance (Due Quarterly in Advance) $ 500
ii. An Option to Purchase twenty-five thousand (25,000) shares of
unrestricted, free-trading Class "A" common stock of SEPP, said
Option to be exercisable at $1.00 per share for a period of
twelve (12) months from date of issuance.
6. FIRST AMERICAN shall be entitled to Bonus Compensation as follows:
i. If the price of SEPP stock reaches $4.00 or higher at any time
during the term of this Agreement, FIRST AMERICAN will be issued
fifteen thousand (15,000) shares of restricted (Rule 144) stock
of SEPP.
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ii. If the price of SEPP stock reaches $6.00 or higher at any time
during the term of this Agreement, FIRST AMERICAN will be issued
fifteen thousand (15,000) additional shares of restricted (Rule
144) stock of SEPP.
iii. If the price of SEPP stock reaches $8.00 or higher at any time
during the term of this Agreement, FIRST AMERICAN will be issued
fifteen thousand (15,000) additional shares of restricted (Rule
144) stock of SEPP.
iv. If the price of SEPP stock reaches $10.00 or higher at any time
during the term of this Agreement, FIRST AMERICAN will be issued
fifteen thousand (15,000) additional shares of restricted (Rule
144) stock of SEPP.
7. SEPP hereby agrees that it will, as soon as the S-8 registration is
complete, deposit in Escrow with a New York State Licensed Attorney,
to be designated by FIRST AMERICAN, all of the subject shares
specified in Items 4. and 5. above. The subject restricted shares
will be delivered to FIRST AMERICAN according to the terms specified
in Item 6. herein.
8. The initial Term of this Agreement will be twelve (12) months
commencing on August 7, 1997, and ending on August 6, 1998. Both
parties may, by mutual consent, extend this Agreement for any
additional term.
9. In consideration of the proprietary nature and intangible value of
FIRST AMERICAN's Broker-Dealer and Investor clients, SEPP agrees not
to disclose or otherwise reveal to any third party any information
pertaining to same. This includes, but is not limited to, names,
addresses, telephone/fax/telex numbers or other means of access
thereto.
10. If a dispute should arise under any of the terms of this Agreement,
both parties agree to submit the matter to Binding Arbitration In New
York County, New York, according to the rules of the American
Arbitration Association. In this regard, a request by either party
for arbitration shall be binding on the other.
11. This Agreement represents the total agreement between the parties.
This contract cannot be modified or changed unless done so in writing
and signed by all parties hereto.
12. This Agreement shall be governed by the Laws of the State of New York.
Should any portion of the Agreement be held to be illegal, then only
that
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portion shall be void and not the entire Agreement.
13. SEPP acknowledges the FIRST AMERICAN is neither an attorney,
accountant nor broker and is acting exclusively as an independent
contractor providing consulting services.
14. The undersigned acknowledges that he has authority from the Board of
Directors of SEPTIMA ENTERPRISES, INC. to sign this Agreement.
AGREED AND ACCEPTED:
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SEPTIMA ENTERPRISES, INC. FIRST AMERICAN FINANCIAL GROUP
BY /s/ R. Xxxxx Xxxxxx BY /s/ Xxxxxxx X. Xxxxxx, Xx.
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R. Xxxxx Xxxxxx Xxxxxxx X. Xxxxxx, Xx.
President Managing Director
August 7, 1997
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Date Date
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