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EXHIBIT 10.2
INVESTOR RELATIONS
CONSULTING AGREEMENT
This Consulting Agreement (the "AGREEMENT") is made and entered into
this 20th Day of January, 2000 (the effective date) between ACCESS1
FINANCIAL (the Consultant), whose principal place of business is 0000
Xxxx Xx., Xxxxx Xxxxxx, Xx 00000, and America's Senior Financial
Services, Inc, 00000 X.X. 00xx Xxxxx, Xxxxx Xxxxx, XX 00000.
WHEREAS:
The Consultant is willing and capable of providing on a "BEST EFFORTS" basis,
various consulting services. The Client desires to retain the Consultant for a
period of twelve months (12) from the effective date as a non-exclusive,
Independent Contractor based upon the following terms and conditions. The
Consultant shall provide services including financial public relations for and
on behalf of the client in relation to interactions with broker-dealers,
shareholders and members of the public. This may also include certain fund
raising efforts as requested by Client of the Consultant. In consideration of
the mutual promises and agreements hereinafter set forth, the receipt and
sufficiency of which are hereby acknowledged, the parties herein agree as
follows:
CONSULTING SERVICES. The Client hereby retains the Consultant as an independent
consultant to the Client and the Consultant hereby accepts and agrees to such
retention. This Agreement constitutes and embodies the entire understanding and
agreement of the parties and supersedes and replaces all prior understandings,
agreements and negotiations between the parties. The Consultant shall render to
the Client such services of an advisory or consultative nature in order to act
as the Investor Relations arm of the Client.
(1) DISCLOSURE OF INFORMATION. The Consultant recognizes and acknowledges that
it will have access to certain confidential information of the Client and
its affiliates that are valuable and unique assets or property of the
Client and its affiliates. The Consultant will not, during or after the
term of this agreement, disclose, without the prior consent or
authorization of the Client, any of such information to any person, except
to authorized representatives of the Consultant its affiliates for any
reason or purpose whatsoever. The Client agrees that such authorization may
be conditioned upon the disclosure being made pursuant to a secrecy
agreement, protective order, rule, regulation or procedure under which the
confidentiality of the information is maintained in the hands of the person
to whom the information is to be disclosed or in compliance with the terms
of a judicial order or administrative process, It is the intention of the
parties that the Consultant will gather all publicly available information
relating to the Client and confer with officers and directors of the Client
in an effort to consolidate the information obtained in summary form for
the dissemination to interested parties.
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(2) TIME, PLACE AND MANNER OF PERFORMANCE. It is intended that the Consultant
will provide research on the Company and distribute the Company's story to
institutions, portfolio managers, broker dealers, and retail clients and
other persons whom the Consultant determines in its sole discretion, are
capable of effectively disseminating such information to the general
public. The Consultant will also advise the Client concerning investor
relations and promotional matters relating to the Client and its business
and will showcase the Company on various web sites periodically during the
course of the contract. Consultant will act upon the Client's behalf in the
investment community, with existing shareholders, and the public. It is
expressly agreed and acknowledged that the Consultant will not be expected
to provide any investment advice or recommendations regarding the client to
anyone. The Consultant will focus on contacting persons, generally through
conventional communications in order to familiarize them with information
concerning the Client. Additionally, the Consultant shall be available for
advice and counsel to the officers and directors of the Client at such
reasonable and convenient times and places as may be mutually agreed upon.
Except as aforesaid, the time, place and manner of performance of the
services hereunder, including the amount of time to be allocated by the
Consultant to any specific service, shall be determined in the sole
discretion of the Consultant. In addition to the above, the consultant
agrees that the consulting contract shall also include these work products:
Company information distributed to consultant's network via phone,
e-mail, regular mail, and/or fax on a regular basis of no less than
once every 60 days;
Creation and distribution of report on company to consultant's network
of market makers, broker-dealers, and stock brokers;
Monitor the Internet chat rooms and bulletin boards for comments about
the company, and respond if appropriate;
Our Analysts will cover the company's performance and business plan
execution;
As needed, assist with inbound shareholder relations.
(3) WORK PRODUCT. It is agreed that, prior to public distribution, all
information and materials produced for the Client shall be the sole and
exclusive property of the Consultant. All copyright and title to said work
shall be the property of the Consultant free and clear of all claims
thereto by the Client, and the Client shall retain no claim of authorship
therein.
(4) NATURE OF RELATIONSHIP. It is understood and acknowledged by the parties
that the Consultant is being retained by the Client in an independent,
non-exclusive capacity and that, in this connection, the Consultant hereby
agrees, except as provided in paragraph (4) herein above or unless the
Client shall have otherwise consented in writing, not to enter into any
agreement or incur any obligation on behalf of the client.
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(5) CONFLICT OF INTEREST. The Consultant shall be free to perform services for
other persons. The Consultant will notify the Company of its performance of
consulting services for any other person that could conflict with its
obligation under this agreement. Upon receiving such notice, the Client may
terminate this agreement or consent to the Consultants outside consulting
activities; failure to terminate this agreement shall constitute the
Client's on going consent to the Consultant's outside consulting
activities.
(6) INDEMNIFICATION FOR SECURITIES LAW VIOLATIONS. The Client agrees to
indemnify and hold harmless the Consultant against any losses, claims,
damages, liabilities and/ or expenses (including any legal or other
expenses reasonably incurred in investigating or defending any action or
claim in respect thereof) to which the Consultant may become subject under
the Securities Act of 1993, as amended, or the Securities Exchange Act of
1934, as amended, because of the actions of the Client or its agents
excepting, the consultant who shall not be indemnified for action of
himself, his agents or assigns that may result in any action or claims to
which the client or the consultant may become subject under the Securities
Act of 1933, as amended and the Securities Exchange Act of 1934, as
amended.
(7) NOTICES. Any notices required to be given under this Agreement shall be
sufficient. If in writing and delivered or sent registered or certified
mail to the principal office of each party.
(8) WAIVER OF BREACH. Any waiver by the Consultant of a breach of any provision
of this Agreement by the Client shall not operate or be construed as a
waiver of any subsequent breach by the Client.
(9) WAIVER AND MODIFICATION. Any waiver, alteration or modification of any of
the provisions of this Agreement shall be made in writing and signed by the
parties hereto. Each party may waive any of its rights herein without
effecting a waiver with respect to any subsequent occurrences or
transactions.
(10) APPLICABLE LAW. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special
proceedings hereunder be construed in accordance with and pursuant to the
laws of the state of Nevada and that any action or any proceeding that may
be brought arising out of, in connection with or by reason of this
Agreement, the laws of the state of Nevada applicable and shall govern to
the exclusion of law of any other forum, without regard to the jurisdiction
in which any action or special proceeding may be instituted.
(11) SEVERABILITY. This Agreement may be dissolved at any time by the expressed
consent of both parties. In the event any part of this agreement shall be
held to be invalid by any competent court or arbitration panel, this
Agreement shall be interpreted as if only that part is invalid and that the
parties to this Agreement will continue to execute the rest of this
Agreement to the best of their abilities unless both parties mutually
consent to the dissolution of this Agreement.
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(12) COUNTERPARTS. This Agreement may be executed in counter parts, each of
which shall be deemed an original but both of which taken together shall
constitute the same document.
(13) COMPENSATION: The Client agrees to use reasonable best efforts to register,
issue and deliver in 50,000 shares of America's Senior Financial Services,
Inc. in the name of Xxxx Xxxxxxx within one-hundred and twenty (120) days
from the time of contract execution. The shares represent all of the
compensation due hereunder and some of the value of the shares will be
applied to printing, media distribution, web listing, etc.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement as of the day and year first above written.
/s/ Xxxx Xxxxxxx 1/20/00 /s/ Xxxxxx Xxxxx 1/20/00
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XXXX XXXXXXX, PRES/CEO DATE XXXXXX XXXXX, CEO DATE
ACCESS1 FINANCIAL AMERICA'S SENIOR FIN'L
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