EXHIBIT 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, (this "Consulting Agreement")
made this 13/th/ day of May, 1998 by and between:
Securities Advisory Group, Inc.
("SAGI")
and
Softlink, Inc.
("SFNK" or the "Company")
herein after referred as the parties.
WITNESSETH:
WHEREAS, SAGI is in the business of providing corporate relations services,
public relations services, publishing, advertising services, fulfillment
services, marketing of business formats and opportunities and other related
programs, services and products; and
WHEREAS, the Company, is publicly-held company with its common stock
quoted on the over-the-counter stock market; and
WHEREAS, SFNK requires, among other things, corporate and public relations
services and desires to employ SAGI to provide such services to the Company.
THEREFORE, in consideration of the mutual covenants contained herein, it
is agreed as follows:
1. Captions and Section Number
The headings and section references in this Consulting Agreement are
for convenience or reference only and are not intended to interpret,
define or limit the scope, extent or intent of this Consulting
Agreement or any provisions thereof.
2. Appointment
SFNK hereby appoints and retains SAGI to act as its corporate
relations representative upon the terms and conditions of this
Consulting Agreement. SAGI accepts such
appointment and agrees to perform services on behalf of the Company as
more specifically described in paragraph 3 of this Consulting
Agreement.
3. Authority and Description of Services
During the term of this Consulting Agreement SAGI shall furnish
services and advice as specifically requested by Company which shall
include:
a. Acting as liaison between Company and its shareholders, and as an
advisor to Company with respect to relations with broker-dealers,
underwriters, investors and the Public.
b. Assisting in procuring and advising the Company with respect to
interviews of Company officers of the Company by the financial
media, analysts, broker-dealers, and other members of the
financial community.
c. Promoting the Company, its management, its products and services
and its financial situation and prospects, to the financial
media, financial publications, broker-dealers, mutual funds,
institutional investors, analysts, investment advisors, and other
members of the financial community as well as the public
generally.
d. Assisting in the preparation of a Marketing Program for the
Company which will include reviews and analyzes of the Company's
goals and recommendations with respect to achieving said goals,
public relations plans, including introductions to firms and
brokers interest in working with the Company and to disseminating
information about the Company and investor relations.
4. Terms of Agreement
This Consulting Agreement shall become effective as of the date hereof
and shall continue up to and including the 5/th/ day of May 1999,
unless otherwise extended by mutual written consent of the parties or
terminated in accordance with paragraph 16.
5. Where Services Shall Be Performed
All services shall be performed at the main offices location of SAGI,
00 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX, 00000 or other such
designated location(s) as SAGI and Company agree are the most
advantageous for the work to be performed.
6. Limitations On Services
SAGI agrees as follows:
x. XXXX shall not release any financial or other information or data
about Company not previously disclosed to the public without the
prior consent of the Company.
x. XXXX shall not conduct any meetings with financial analysts
without the prior consent of the Company and Company may elect to
have a representative of Company attend any such meeting.
7. Duties Of Company
a. The Company shall supply SAGI on a regular and timely basis with
all approved data and information about Company, its management,
its products, and its operations and Company shall be responsible
for advising SAGI of any facts which would affect the accuracy of
any data and information previously supplied to SAGI.
b. The Company shall promptly supply SAGI with full and complete
copies of all filings made by the Company with all federal and
state securities agencies; all shareholders reports and
communications, whether or not prepared with the assistance of
SAGI, data and information supplied to any analyst, broker-
dealer, market maker, or other member of the financial community:
and all product/services brochures, sales materials, etc.
published or utilized by the Company.
c. The Company will notify SAGI, with 60 days prior notice, if it
intends to make any private or public offerings of securities.
Securities offered will not be offered at a price substantially
below the average price of traded securities in the four weeks of
trading that proceed the offering.
d. The Company will not use SAGI reports in connection with any
private or public offering of securities by the Company without
the prior written consent of SAGI.
e. In that SAGI relies on information provided by the Company for
the substantial part of its presentation and reports, Company
must represent that the said information provided to SAGI in
connection with services rendered hereunder is neither false nor
misleading, and agrees to hold harmless and indemnify SAGI for
any claims arising out of or in connection with SAGI's reliance
upon such information, including reasonable attorney's fees.
8. Representations and Indemnification's
a. The Company represents that any and all facts, materials, information,
and data supplied to SAGI in connection with services rendered
hereunder shall be accurate when given to SAGI and the Company
acknowledges that SAGI will rely on such information as being accurate
when performing its investor relations functions.
b. The execution and performance of this Consulting Agreement by the
Company and SAGI has been duly authorized by each of them in
accordance with applicable law.
c. The performance by the Company and SAGI of this Consulting Agreement
will not violate any applicable court decree or order, law or
regulation.
9. Compensation
The Company shall grant to SAGI an option to purchase 30,000 shares of
common stock of the Company at an exercise price of $0.61 a share as
compensation for services rendered hereunder by SAGI. The number of shares
shall be adjusted proportionately in the event of share splits, share
reverses, reorganizations, recapitalization, merger of the Company or
acquisition of the Company, etc.. SAGI shall bear all other costs and
expenses incurred by SAGI in connection with providing services to the
Company.
10. As An Independent Contractor
The parties hereto acknowledge and agree that SAGI is providing services to
the Company as an independent contractor and shall not be deemed an
employee of Company. SAGI has no authority to bind the Company to any
contract, agreement, or other similar arrangement. SAGI shall be solely
responsible for any Federal, State, and local taxes, and should the Company
for any reason be required to pay taxes attributed to SAGI at a latter
date, SAGI shall reimburse the Company for any tax liability incurred by
the Company on SAGI's behalf.
11. Confidential information
SAGI shall treat as proprietary all information belonging to the Company
disclosed to SAGI in the course of the performance of SAGI's services
unless the Company expressly authorizing dissemination of such information
by SAGI or such information has already been disclosed to the Public prior
thereto.
12. Inside Information - Securities Violations
SAGI shall not divulge sensitive information to third parties concerning
operations of the Company which would be considered "insider information"
under Federal Securities Law or which would constitute a violations of any
applicable federal and state securities law.
13. Disclosures
SAGI shall disclose any outside interest or activities of SAGI which may
conflict with the best interests of the Company or which would impair
SAGI's ability to perform services under this Consulting Agreement.
14. Amendments
This agreement may be modified or amended, only in writing and signed by
both parties.
15. Severability
If any provision of this agreement shall be held to be contrary to law,
invalid or unenforceable for any reason, the remaining provisions shall
remain to be valid and enforceable.
16. Termination of Agreement
This Consulting Agreement may be terminated as follows:
a. Upon the bankruptcy or the liquidation of a party, whether voluntary
or involuntary.
b. Upon the appointment of a receiver for either party.
c. Upon the occurrence of a material breach of the terms of this
Consulting Agreement.
17. Waiver of Breach
Waiver by either party of any provision of this agreement by the other
party shall not operate or be construed as a waiver of any subsequent
breach by the other party.
18. Notices
All notices thereunder shall be in writing and addressed to each party at
the address herein set forth, or at such other address which notice
pursuant to this section may be given in writing, and shall be given by
either personal delivery, certified mail, express mail, or other national
overnight courier services. Notices shall be deemed given upon the earlier
of receipt by a courier services or three (3) business days after being
mailed.
Securities Advisory Group, Inc.
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Telephone (000) 000-0000
Facsimile (000) 000-0000
Softlink, Inc.
0000 Xxxx Xx Xxxxxxx Xxxx
Xxxxx #00
Xxxxxxxx Xxxx, XX 00000-0000
Phone: 000-000-0000
Telephone: 000-000-0000
19. Successors and Assignment
This Consulting Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. This
Consulting Agreement shall not be assigned without prior written consent of
the parties.
20. Entire Agreement
This Consulting Agreement contains the entire agreement of the parties and
supersedes all previous agreements between SAGI and Company.
21. Applicable Law
This Consulting Agreement is executed pursuant to and shall be interpreted
and governed for all purposes by the laws of the State of California. If
any provision of this Consulting Agreement is declared void, such provision
shall be deemed severed from this agreement, which shall otherwise remain
in full force effect.
22. Execution in Counterpart
This Consulting Agreement may be executed in counterpart, not withstanding
the date or dates this Consultant Agreement is executed and delivered by
any of the parties, and shall be deemed to be an original and all of which
will constitute one and the same agreement, effective as of the reference
date first written above.
IN WITNESS WHEREOF the parties hereto have set their hands in the execution
of this agreement this 13/th/ day of May 1998.
Securities Advisory Group, Inc. Softlink, Inc.
/s/ M. Xxxxx Xxxxx /s/ Xxxxxxx X. Xxx
--------------------------------- ----------------------------
M. Xxxxx Xxxxx, President Xxxxxxx X. Xxx, President
