LEAD GENERATION / CORPORATE RELATIONS AGREEMENT
THIS AGREEMENT is made this 15th day of August, 1996, between CORPORATE
RELATIONS GROUP, INC., a Florida corporation (hereinafter "CRG"), and GLOBAL
INTELLICOM INC., (hereinafter the "Client").
RECITALS
1. The Client wishes to retain CRG to provide corporate relations services to
the Client.
2. CRG is willing to provide such corporate relations services as are more
fully described herein.
NOW THEREFORE, in consideration of the mutual promises contained herein, it is
agreed as follows:
1. Furnishing of Information by Client. The Client shall furnish to CRG
information about the Client such as copies of disclosure and filing
materials, financial statements, business plans, promotional information
and background of the Client's officers and directors ("Information
Package"). The Client shall update the Information Package on a continuous
basis. The Client understands that the sole purpose for providing CRG with
the Information Package is for utilization in a Lead Generation /
Corporate Relations program. CRG is not obligated to assess the financial
viability of the Client. CRG may rely on, and assume the accuracy of the
Information Package.
2. Representations and Warranties of Client. The Client represents that all
information included in the Information Package furnished to CRG shall
disclose all material facts and shall not omit any facts necessary to make
statements made on behalf of the Client not misleading.
3. Covenants of the Client. The Client covenants and warrants that any
information submitted for dissemination will be truthful, accurate, in
compliance with all copyright and all other applicable laws and
regulations and will not be submitted in connection with any improper or
illegal act or deed.
4. Based on the Information Package, CRG will perform the services more fully
described in Exhibit "A" for a period of twelve (12) months pursuant to
the terms hereof, which services shall specifically include CRG making
oral representations on behalf of the Client pursuant to the following
procedures:
(a) Preparation of Proofs. CRG shall prepare proofs and or tapes of the
agreed upon materials and information, as set for disseminations,
for the Client's review and
approval;
(b) Correction and Changes of Proofs and or Tapes. CRG shall make all
corrections and changes that the Client may request;
(c) Sign Offs. All approvals, corrections and change of proofs by the
Client shall be signed by a duly authorized representative of the
Client. The Client hereby designates the individual(s) listed in
Exhibit "C" hereof as authorized representatives for purposes of
this paragraph 4(a), (b) and (c); and CRG may rely upon this
designation.
5. Compensation. Refer to Exhibit "B".
6. It is understood and agreed by the Parties that the above compensation in
U.S. currency, or free trading shares of the Company, should be paid
timely upon execution of this Agreement. CRG will retain the option, but
is not compelled to begin it's performance under this Agreement prior to
the payment of such compensation in U.S. currency or free trading shares.
7. Assumption of Liability and Indemnification. The Client assumes and claims
all responsibility and liability for the content of all information
disseminated on behalf of the Client which have been approved by Client.
The Client shall indemnify and hold CRG, its subsidiaries and parent
company harmless from and against all demands, claims, or liability
arising for any reason due to the context of information disseminated on
behalf of the Client. This indemnity shall include any costs incurred by
CRG including, but not limited to, legal fees and expenses incurred both
in administrative proceedings, at trial and appellate levels, in
settlement of claims and payment of any judgment against CRG.
8. Assignment and Delegation. Neither party may assign any rights or delegate
any duties hereunder without the other party's express prior written
consent.
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9. Entire Agreement. This writing contains the entire agreement of the
parties. No representations were made or relied upon by either party,
other than those expressly set forth. Furthermore, the Client understands
that CRG makes no guarantees, assurances or representations in regard to
the results of its corporate relations program. No agent, employee or
other representative of either party is empowered to alter any of the
above terms, unless done in writing and signed by an executive officer of
the respective parties.
10. Controlling Law and Venue. This Agreement's validity, interpretation and
performance shall be controlled by and construed under the laws of the
State of Florida. The proper venue and jurisdiction shall be the Circuit
Court in Orange County, Florida.
11. Prevailing Party. In the event of the institution of any legal proceedings
or litigation, at the trial level or appellate level, with regard to this
Agreement, the prevailing party shall be entitled to receive from the
non-prevailing party all costs, reasonable attorney's fees and expenses.
12. Failure to Object not a Waiver. The failure of either party to this
Agreement to object to, or to take affirmative action with respect to any
conduct of the other which is in violation of the terms of this Agreement
shall not be construed as a waiver of the violation or breach, or of any
future violation, breach or wrongful conduct.
13. Notices. All notices or other documents under Agreement shall be in
writing and delivered personally or mailed by certified mail, postage
prepaid, addressed to the representative or Company as follows:
COMPANY: CORPORATE RELATIONS GROUP, INC.
0000 Xxx Xxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, President
CLIENT: GLOBAL INTELLICOM INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: N. Xxxxxx Xxxxxx, Chairman of the Board
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14. Headings. Headings in this Agreement are for convenience only and shall
not be used to interpret or construe its provisions.
15. Time. For all intents and purposes, time is of the essence with this
Agreement.
16. Agreement Not To Hire. The Client understands and appreciates that CRG has
invested a tremendous amount of time, energy and expertise in the training
of its employees to be able to provide the service that Client desires.
Client further understands that should an employee be enticed to leave,
then CRG will be damaged in an amount the parties are incapable of
calculating at this time. Therefore, the Client agrees not to offer
employment to any employee or subcontractor of CRG, nor to allow any
officer or director of Client to offer such employment with Client or any
other company with whom officers and directors of Client are employed or
hold a financial stake for a period of three (3) years.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
CORPORATE RELATIONS GROUP, INC.
BY: /s/ Xxxxxxx X. Xxxxxx BY: /s/ Xxxxx X. Xxxxxx, III
------------------------- ----------------------------
Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx, III
President VP - Venuture Capital
GLOBAL INTELLICOM INC.
BY: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Xxxxxxx X. Xxxxxx
President
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EXHIBIT "A"
The Corporate Relations Services to be provided by CRG for a twelve (12) month
period are as follows:
I. ADVERTISING and PRINTING SERVICES
A. MoneyWorld Magazine - Lead Generation mailing (150,000 print run
total for the twelve month period)
o Eighteen page, four color magazine will be created of which
four page advertorial will be dedicated to the Client.
o Creative concept, color separations, copy work and printing
o 150,000 to be mailed
B. Growth Industry Report - Four page, four color follow-up mail piece
designated for additional information purposes that is mailed to
respondents. A total of 7,500 will be printed.
C. The Core Broker Program - CRG will produce a core of 8-10 retail
brokers, market makes and/or money managers who will take positions
in the stock of "GLOBAL INTELLICOM INC.". This process will begin
immediately upon CRG receiving the payment as stipulated in Exhibit
"B" and will be completed no later than a month before mailing
occurs. Upon completion, selection and approval of the Core Broker
Group, CRG will arrange a Core Broker meeting. This will last for
two days, which will include: a show and tell from the top
management of "GLOBAL INTELLICOM, INC." in intence training of these
core brokers.
D. Public relations exposure to newsletter writers, trade publications
and financial gurus. At CRG's discretion, it will pay for any
special reports that may be required. The Client shall be totally
responsible for all travel expenses for the purpose of due diligence
of the company by financial newsletter writers and/or brokers. The
Client will have total pre-approval rights on these trips.
E. Inclusion as a featured "Lead Generator of the Month" in
Confidential Fax Alert, a newsletter transmitted by fax to over
3,000 Brokers.
F. Preparation of a Broker Bullet Sheet to be sent to every broker who
shows interest in working the leads and the stock. (As soon as
possible).
G. Lead Tracking Summary maintained for all response leads generated
and provided.
H. Follow-up with shareholders, brokers, funds and institutions.
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I. Investor Relations - Press relese placements in market publications.
The Client shall pay the actual cost incurred for these wire
services.
J. Two Location Road Shows - Locations to be determined. Client will
cover all expenses of Road Shows. Client will have prior approval
over those expenses.
K. Junior Page Advertising in four (4) separate issues of MoneyWorld
Magazine.
L. Advertising Insert in Market Express mailed to 25,000 active
subscribers.
M. CRG will distribute at its cost the due diligence packages to all
inquiring brokers. The Client shall supply the necessary materials
for this package.
N. CRG guarantees a minimum of 3% return of qualified investor leads
specifically generated for the Company.
O. Advice on Fund Raising.
1. If travel is required, the Client will pay transportation and
hotel expenses.
P. Assistance in review of documentation to be sent to brokers.
1. If travel is required, the Client will pay transportation and
hotel expenses.
Q. Assistance in public relations with investment newsletter writers
and financial institutions.
1. If travel is required, the Client will pay transportation and
hotel expenses.
R. Advice on mergers and acquisitions.
1. If travel is required, the Client will pay transportation and
hotel expenses.
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EXHIBIT "B"
PAYMENT AGREEMENT
made by and between
GLOBAL INTELLICOM, INC.
and
CORPORATE RELATIONS GROUP, INC.
THIS AGREEMENT is made this 15th day of August, 1996, and will serve as
confirmation of payment terms for services to be provided GLOBAL INTELLICOM INC.
("CLIENT") whereby CORPORATE RELATIONS GROUP, INC. ("CRG") has agreed to perform
said services as defined in the "Lead Generation / Corporate Relations
Agreement."
TERMS
A. CLIENT will pay to CRG, FIVE HUNDRED FIFTY THOUSAND DOLLARS ($550,000 U.S.
cy).
B. This Agreement is subject to compliance with the rules of the Exchange and
Securities Commission on which Client is listed and registered.
C. It is understood and agreed by the Parties that the above compensation in
U.S. currency, or free trading shares of the Company, should be paid
timely upon execution of this Agreement. CRG will retain the option, but
is not compelled to begin it's performance under this Agreement prior to
the payment of such compensation in U.S. currency or free trading shares.
D. In the event of termination of the Agreement by Client, CRG shall be fully
released and forever discharged by Client from any further obligations or
liabilities with respect to the "Lead Generation / Corporate Relations
Agreement" and any results therefrom, save and except liabilities arising
from CRG's own negligence during the term of this Agreement. Concurrently,
Client shall be fully released and forever discharged by CRG from any and
all obligations of further payments or liabilities with respect to the
"Lead Generation / Corporate Relations Agreement." This release in no way
affects Point # 7, Page 2 of the "Lead Generation / Corporate Relations
Agreement."
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EXHIBIT "B"
continued
E. Shares shall be made free trading through the registration that is
mutually agreed upon by the Company's attorney and CRG's attorney.
F. Company shall issue options to CRG as outlined below.
Amount Price Duration
------ ----- --------
100,000 shares at $3.375 One (1) year from the date of this Agreement
100,000 shares at $4.05 Two (2) years from the date of this Agreement
100,000 shares at $4.70 Three (3) years from the date of this Agreement
100,000 shares at $5.40 Five (5) years from the date of this Agreement
100,000 shares at $6.75 Five (5) years from the date of this Agreement
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
CORPORATE RELATIONS GROUP, INC.
BY: /s/ Xxxxxxx X. Xxxxxx BY: /s/ Xxxxx X. Xxxxxx, III
------------------------- ----------------------------
Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx, III
President VP - Venuture Capital
GLOBAL INTELLICOM INC.
BY: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Xxxxxxx X. Xxxxxx
President
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EXHIBIT "C"
GLOBAL INTELLICOM INC. hereby designates the following person or persons to act
on its behalf for purposes of signing off on all copies pursuant to Paragraph 4
of this Corporation Relations Agreement. CRG may rely upon the signature of any
of the following:
/s/ XXXXX X. XXXXXXX XXXXX X. XXXXXXX
--------------------------------- ---------------------------------
DIRECTOR (PLEASE SIGN) DIRECTOR (PLEASE PRINT)
/s/ A. R. XXXXXX A. R. XXXXXX
--------------------------------- ---------------------------------
PRESIDENT (PLEASE SIGN) PRESIDENT (PLEASE PRINT)
XXXXXX X. XXXXXXXXX XXXXXX X. XXXXXXXXX
--------------------------------- ---------------------------------
VICE PRESIDENT (PLEASE SIGN) VICE PRESIDENT, (PLEASE PRINT)
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EXHIBIT "C"
GLOBAL INTELLICOM INC. hereby designates the following person or persons to act
on its behalf for purposes of signing off on all copies pursuant to Paragraph 4
of this Corporation Relations Agreement. CRG may rely upon the signature of any
of the following:
/s/ N. XXXXXX XXXXXX N. XXXXXX XXXXXX
--------------------------------- ---------------------------------
DIRECTOR (PLEASE SIGN) DIRECTOR (PLEASE PRINT)
_________________________________ _________________________________
PRESIDENT (PLEASE SIGN) PRESIDENT (PLEASE PRINT)
_________________________________ _________________________________
VICE PRESIDENT (PLEASE SIGN) VICE PRESIDENT, (PLEASE PRINT)
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