PROPOSAL FOR
FINANCIAL PUBLIC RELATIONS SERVICES
This Proposal (Proposal) is made this 14th day of September, 2000, by and
between Power Exploration, Inc., 0000 Xxxxxxxx Xxx, Xxxx Xxxxx, XX 00000,
hereinafter referred to as ("PWRX") or "Clienf", and Interwest Associates, 00
Xxx Xxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, XX 00000: hereinafter referred to as
"ITWX".
HEREAFTER, the Client and ITWA are referred to collectively as "Parties"
and singularly as "Party".
RECITALS
A. Power Exploration, along with its wholly owned subsidiaries, is a
developmental global resource company engaged in oil and gas
exploration. In addition to exploration and development of new
properties, the Company redevelops currently producing oil and gas
fields.
B. The Client seeks assistance in communicating with the broker-dealer
and investment community, and desires to increase the awareness of its
client's common stock prospects among high producing retail
stockbrokers, market makers, small/micro-cap fund managers and
securities analysts.
C. ITWA specializes in providing public and investor relations services
to assist companies in establishing and maintaining good relationships
with brokerage firms. and in communicating effectively with investors,
shareholders, market makers, securities and analysts and others in
the investment conununity.
D. The Client desires to engage ITWA to provide service in connection
with the financial public relations needs of PWRX
THEREFORE, the Client hereby engages the services of ITWA and in
consideration of the mutual pledge herein contained, the parties hereby agree as
follows:
I. Term
This Agreement shall commence on the date first above written and shall
continue until a date ninety (90) days after the date of this Agreement unless
extended by mutual written agreement of the parties to this Agreement. ITWA has
the right to terminate this Agreement if Client violates or
35
proposes to violate any applicable federal or state law, rule or regulation.
ITWA may also terminate this Agreement in the event that the client should
fail to compensate any or part of the compensation set forth in Section V of
this Agreement within fifteen (15) days from the date the payment is due.
II. Services
ITWA shall provide consulting services to PWRX in connection with the
establishment of good relations by PWRX with the investment community, which
include the following services:
a) Develop, implement and maintain an ongoing stock market support system
with the general objective of expanding stockbroker awareness of the
PWRX Corporation's activities, and hence to generate interest in PWRX
stock.
b) Develop, implement and maintain a system to keep existing stockholders
informed with regards to PWRX activities and potential, build a
national network of stockbrokers who are informed about and interested
in PWRX and develop leads for select brokers to assist them in their
marketing of PWRX stock
c) Seek to obtain institutional/retail buyers for PWRX stock.
d) Seek to obtain analyst coverage and reports with respect to PWRX and
its business, including follow-up coverage when applicable.
Services provided by the Consultant are hereby acknowledged by the parties
to this Agreement to be limited to those specified herein and are not intended
to include any securities brokerage services.
III. Use of Agents or Assistants
To the extent reasonably necessary to enable ITWA to perform its duties set
forth in Section 2 hereunder, ITWA shall be authorized to engage the services of
any agent which it deems proper, and it may further employ, engage, or retain
the services of such other persons or corporations to aid or assist it in the
proper performance of its duties.
IV. No Guarantee
Nothing in this Agreement or in the ITWA statements to ITWA will be
construed as a guarantee regarding the outcome of PWRX matters, including
salability of the securities to be offered. ITWA makes no such promises or
guarantees. ITWA comments regarding the outcome of
36
PWRX matter, if any, are expressions of opinion only and are not intended for
sale or solicitation of securities and/or properties. All opinions and estimates
included within any ITWA literature are for information purposes only and is not
intended as an offer or solicitation with the respect to the purchase or sales
of any security. The opinions expressed by ITWA are subject to change without
notice. ITWA must comply with SEC guidelines with respect to being compensated
for any financial marketing of PWRX's stock.
V. Compensation and Expense Reimbursements
In consideration for its services pursuant to this Agreement ITWA shall
receive the following compensation expense reimbursements.
I. COMMON STOCK
The Client will deposit into ITWA's account 300,000 shares of its
restricted Common shares within 5 days of this agreement. If this
Agreement is terminated by the client for any reason, the entire
number of Client's common stock received by ITWA prior to the
termination will be deemed to have been earned by ITWA, and no
reduction or refund shall take place.
If the Client is a party to a consolidation, merger or transfer of
assets which reclassifies or changes its outstanding Common Stock, the
successor corporation (or corporation controlling the successor
corporation or the company, as the case may be) shall by operation of
law assume the Client's obligations under this Agreement.
II. MISCELLANEOUS EXPENSES
The Client will bear all of the costs relating to the preparation and
presentation of materials to its shareholders and the investment
community, which are not specified under Section II of this Agreement.
Client agrees to reimburse ITWA on a monthly basis for all of the
expenses incurred by ITWA that fall outside the scope of services as
identified under Section II, including but not limited to travel,
lodging, lead generation, advertising, design and print costs, and
related expenses. All miscellaneous expenses for reimbursement must be
pre-approved by PWRX.
VI. Devotion of Time
37
ITWA shall devote a substantial amount of its time to the performance of
its duties under this Agreement which is necessary for a satisfactory
performance. Should the Client require additional services not included in the
Agreement, ITWA shall make a reasonable effort to fit such additional services
into its time schedule without decreasing the effectiveness of its performance
or its duties hereunder.
VII. Entire Agreement
This Agreement supercedes any and all other agreements, either oral or in
writing between the parties hereto with respect to the subject matter hereof,
and no other agreement statement or promise relating to the subject matter of
this Agreement which is not contained herein shall be valid or binding.
VIII. Assignment
Neither this Agreement nor any duties shall be assignable by ITWA without
the prior written consent of the Client, although ITWA may delegate duties as
contemplated in Paragraph 3 herein. In the vent of an assignment by ITWA to
which the Client has consented, the assignee or his legal representative shall
agree in writing with the Client to personally assume, perform, and be bound by
the covenants, and agreements contained herein.
IX. Successors and Assignment
Subject to the provision regarding assignment, this Agreement shall be
binding on the heirs, executors, administrators, successors, and assigns of the
respective parties.
X. Attorney's Fees
If any action at law or in equity is brought to enforce or interpret the
provisions of this Agreement, or to collect any amounts payable pursuant to the
Agreement the prevailing party shall be entitled to full reimbursement of
reasonable attorney's fees and costs in addition to any other relief to which it
may be entitled.
XI. Governing Law
The validity of this Agreement and of any of its ten-ns or provisions, as
well as the rights and duties of the parties hereunder shall be governed by the
law of the State of California.
38
XII Arbitration
It is understood that the following agreement to arbitrate constitutes a
waiver of the right to seek remedies in court including the right to jury trial.
The parties agree that all controversies which may arise between the parties
convening any transaction or the construction, performance or breach of Us or
any agreement between the parties, whether entered into prior to, ot4 or
subsequent tot he date hereof, shall be determined by arbitration in accordance
with the rules then in effect of the Code of Arbitration of the Commercial
Arbitration Rules. All awards hereunder shall be final and judgement upon the
award rendered may be entered in any court state or federal, having
jurisdiction.
XIII. Indemnification
The Client agrees to indemnify and hold ITWA and its partners,
officeis, directors, employees, agents and affiliates (collectively referred to
herein as "ITWX') harmless from and against any and all loss, claim, damage,
liability and expense (including, without liniitation, costs of investigation,
legal and other fees and expenses incurred in connection with, and any amounts
paid in settlement of, any action, suit or proceeding or any claim asserted), to
which the Consultant may become subject under the United States or foreign
securities laws or any applicable statute or regulation ofjurisdiction, or at
common law (whether tor@ contract or any other basis), or otherwise, insofar as
such loss, claim, damage, liability expense arises from, or is based upon, in
whole or in part: (i) a material breach of this Agreement by the Client, or (ii)
an untrue statement of a material fact or omission to state a material fact, or
allegation of an untrue statement of a material fact or omission to state a
material fac@ by the Client in any documents or information provided to the
investment community or to individual investors, which was necessary in order to
make the statements made, in light of the circumstances under which they were
made, not misleading, to the extent such breach, untrue statement or omission is
the cause of the loss, claim, damage, liability or expense.
XIV. Non-circumvention
ITWA will from time to time introduce potential funding sources and/or
sales agents (collectively the "Contact" or "Source") to the Client for the
purpose of fulfilling obligation to the Client. The Client covenants not to
circumvent ITWA, either directly or indirectly, with respect to any
Contact/Source introduced to the Client by ITWA.
XV. Confidentiality
39
The parties agree to maintain as confidential, and not to disclose to any
third party without the prior consent of the other party, any information of a
proprietary nature which one party learns from the other party as part of the
necessary process of performing their services and obligations under this
Agreement, other than information (a) which was already public knowledge at the
time it was learned by the party, or which subsequently came into the public
domain through no fault of the receiving parties; (b) which is necessary or
appropriate to disclose in order to comply with this Agreement; (c) which was
lawfully received by the receiving party from a third party free of an
obligation of confidence to such third party; (d) which was already in the
possession of the receiving party prior to the receipt thereof, directly or
indirectly, from the disclosing party; (e) which is required to be disclosed in
ajudicial or administrative proceeding after all reasonable legal remedies for
maintaining such information in confidence have been exhausted including, but
not limited to, giving the disclosing party as much advance notice of the
possibility of such disclosure as practical so the disclosing party may attempt
to obtain a protective order concerning such disclosure; or (f) which is
subsequently and independently developed by employees, consultants, or agents of
the receiving party without reference to the confidential information disclosed
under this Agreement.
XVI. Equitable Relief
The parties agree that money damages would not be a suticient remedy for
breach of the Non-circumvention, confidentiality and other obligations of this
Agreement. Accordingly, in addition to all other remedies that either party may
have, each party shall be entitled to specific performance and injunctive or
other equitable relief as a remedy for any breach of the non-circumvention,
confidentiality and other obligations of the other party under this Agreement.
The defaulting party agrees to waive any requirement for a bond in connection
with any such injunctive or other equitable relief
XVII Notices
Any notices given pursuant to this Agreement shall be in writing and shall
be deemed received by the party to be notified upon personal delivery,
facsimile, air courier, registered mail, return receipt requested, or 72 hours
after mailing by the notifying party by first class mail to the address set
forth below the party's signature in this Agreement, or to such other different
address as the party shall notify the other party in writing in accordance with
the terms of this Agreement.
XVII. Independent Contractors
ITWA is an independent contractor with respect to he Client under this
Agreement. No partnership, joint venture, employment or fiduciary relationship
is intended between the parties to this Agreement. ITWA shall have sole
40
discretion in determining the methods and means of performing its services under
this Agreement, and in supplying the tools and instruments used by it pursuant
to this Agreement.
Executed at Newport Beach, California on the day and year first above written.
ITWA: INTERWEST ASSOCIATES CLIENT: Power Exploration, Inc.
Xxxx XxXxxxxx, Partner ATTN: Xxx Xxxxxx
10 Ima Loa Court 0000 Xxxxxxxx Xxx
Xxxxxxx Xxxxx, XX Xxxx Xxxxx, XX 00000
Phone (000)000-0000 Phone: (000)000-0000
Fax (000)000-0000 Fax: (000)000-0000
Signed: Signed: /s/ Xxx Xxxx Xxxxxxx
41
