EXHIBIT 10.1
FINANCIAL PUBLIC RELATIONS
CONSULTING AGREEMENT
THIS FINANCIAL PUBLIC RELATIONS CONSULTING AGREEMENT, made as of the 6th day of
May, 1996, by and between: XXXXXXX FINANCIAL GROUP, INC., a Florida corporation
having its principal office located at 0000 Xxxxx Xxxxxx Xxxx., Xxxxx 00, Xxx
Xxxxxxx, XX 00000 (hereinafter referred to as "Consultant").
Polish Telephone & Microwave Corp., a Texas corporation having its principal
office located at 000 Xxxx Xxx Xxxxxxx Xxxx., Xxxxx 000, Xxxxxx, XX 00000,
(hereinafter referred to as the "Company"),
WITNESSETH THAT, WHEREAS, the Company, a public corporation, requires financial
public relations services and desires to employ Consultant, as an independent
contractor consultant, who will be additionally hiring the independent
consulting services of Xxxxxxx X. Xxxxxxx, Xx., ("Xxxxxxx") to provide such
services, Consultant and Xxxxxxx are agreeable to such employment, and the
parties desire a written document formalizing their relationship and evidencing
the terms of their agreement;
NOW, THEREFORE, intending to be legally bound and in consideration of the
mutual promises and covenants, the parties have agreed as follows:
1. APPOINTMENT. The Company hereby appoints Consultant and Xxxxxxx, as
its non-exclusive financial public relations counsel and hereby retains and
employs Consultant and Xxxxxxx, on the terms and conditions of this Agreement.
Consultant AND Xxxxxxx accept such appointment and agree to perform the services
upon the terms and conditions of this Agreement.
2. TERM. The term of this Agreement shall begin on June 24, 1996 and
shall terminate on June 24, 1997.
3. SERVICES. (a) Consultant and Xxxxxxx shall act, generally, as a non-
exclusive financial public relations counsel, essentially, acting (1) as a
liaison between the Company and its stockholders; (2) as an advisor to the
Company with respect to communications and information (e.g., interviews, press
releases, shareholders reports, etc.) as well as planning, designing,
developing, organizing, writing and distributing such communications and
information as the Company may request or direct.
(b) As the Company shall request or direct, Xxxxxxx shall assist in
establishing and advise the Company with respect to shareholder meetings,
interviews of Company officers by analysts, market makers, broker-dealers,
and other members of the financial community, both in the United States and
Europe.
(c) Xxxxxxx shall seek to make the Company, its management, its products,
and its financial situation and prospects, known to the financial press
and publications, broker-dealers, mutual funds, institutional investors,
market makers, broker-dealers, and other members of the financial
community, both in the United States and Europe.
(d) As the Company shall request or direct, Xxxxxxx shall act, generally
as a financial public relations counselor to the Company, including (1)
introducing the Company to broker-dealers, market makers, banks, financial
advisors, financial institutions, both in the United States and in Europe;
(2) introducing the Company to potential business partners and customers;
and (3) arranging interviews and analyst meetings and securing invitation
of the Company to appropriate conferences and business events, and similar
financial public relations events.
(e) The initial services to be rendered by Xxxxxxx at Consultant's
expense, other than the travel expenses of Company's officers or
representatives, shall be: (1) securing of TV and radio interviews and
placement of at least one magazine profile; (2) preparation (writing and
printing) of a corporate profile; (3) handling of one promotional mailing
of 100,000 pieces (10,000 pieces per month for 10 months) for the
generation of leads, together with the fulfillment of those leads by the
mailing of the corporate profile; (4) will seek to provide Company after-
market sponsorship.
4. LIMITATIONS ON SERVICES. The parties recognize that certain
responsibilities and obligations are imposed by both US and foreign securities
laws as well as by the applicable rules and regulations of the NASD, in-house
"due diligence" or "compliance" departments of brokerage houses, etc.
Accordingly, Consultant and Xxxxxxx agree that:
(a) Neither Consultant nor Xxxxxxx shall release any financial or other
information or data about the Company without the consent and approval of
the Company.
(b) Neither Consultant nor Xxxxxxx shall conduct any meeting with
financial analyst without informing the Company in advance of the proposed
meeting and the format or agenda of such meeting and the Company may elect
to have a representative of the Company attend at such meeting.
(c) Neither Consultant nor Xxxxxxx shall release any information or data
about the Company to any selected or limited person(s), entity, or group
if Consultant nor Xxxxxxx is aware that such information or data has not
been generally released or promulgated. Consultant nor Xxxxxxx shall not
mention the Company on the internet unless the text, web site and context
of the reference are approved by the Company.
(d) After notice by the Company of filing for a proposed public offering
of securities of the Company, and during any period of restriction on
publicity, neither Consultant nor Xxxxxxx shall engage in any public
relations efforts not in the normal course without approval of counsel for
the Company and of counsel for the underwriter(s), if any.
(e) Neither Consultant nor Xxxxxxx shall take any action or advise or
knowingly permit the Company to take any action, which would violate any
foreign securities laws or rules and regulations issued thereunder.
(f) After notice by the Company of any placement of its securities
pursuant to any exemption from registration and during any period of
restriction on publicity, neither Consultant nor Xxxxxxx shall violate the
publicity provisions of Federal Securities Laws.
(g) Neither of the Consultant nor Xxxxxxx shall release or disseminate any
information about the Company without the prior approval of the Company.
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5. DUTIES OF COMPANY. (a) Company shall supply Consultant or Xxxxxxx on a
regular and timely basis, with all approved data and information about the
Company, its management, its products, and its operations and Company shall be
responsible for advising Consultant or Xxxxxxx of any facts which would affect
the accuracy of any prior data and information previously supplied to
Consultant or Xxxxxxx so that Xxxxxxx may take corrective action. Hereinafter
"Consultants" shall refer to Consultant and Xxxxxxx.
(b) Company shall, from time to time as applicable, promptly supply
Consultants: (i) with full and complete copies of any and all filings with
the Securities and Exchange Commission and all foreign securities
agencies; (ii) with full and complete copies of all filings with any stock
exchanges; (iii) with full and complete copies of all shareholder reports
and communications whether or not prepared with Consultants assistance;
(iv) with all data and information supplied to any analyst, broker-dealer,
market maker, or other member of the financial community; and (v) with all
product/services brochures, sales materials, etc.
(c) During the term of this Agreement, Company shall notify Consultants
prior to the issuance of any number of shares that would require the
Company to file a Form 10-C during the term of this Agreement.
(d) Company shall promptly notify Consultants of any event which triggers
any restrictions on publicity, together with a statement as to the
countries included within the publicity restriction requirements.
(e) Company shall, contemporaneously with supplying information or data to
Consultants, notify Consultants if any information or data being supplied
to Consultants has not been generally released or promulgated.
(f) Company hereby agrees to indemnify Consultants against, and to hold
Consultants harmless from, any claims, demands, suits, losses, damages,
and etc., arising out of Consultants reliance upon the accuracy of
material facts, material information, and material data, as of the date
issued, unless Consultants has been negligent in fulfilling their duties
and obligations hereunder.
(g) The Consultants shall indemnify and hold harmless the Company, its
directors, officers, agents, employees and counsel from any claim, suit,
loss, damage or cost arising out of a breach of this agreement or the
issuance or dissemination of information not authorized by the Company.
7. COMPENSATION. For all financial public relations services rendered
hereunder during the term hereof, Company shall make payments as follows:
(a) Company shall issue to Xxxxxxx X. Xxxxxxx, Xx., for services rendered
beginning May 1, 1996 and ending July 1, 1996, 50,000 shares of the common
stock of (PTMC) to be delivered on or before July 1, 1996. These services
include: (1) company due diligence and market analysis; (2) research
analysis and report; and (3) schedule TV interviews.
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(b) Company shall issue to Xxxxxxx X. Xxxxxxx, Xx., for services to be
performed beginning July 1, 1996 and ending October 1, 1996, 100,000
shares of the common stock of (PTMC) to be delivered on or before October
1, 1996. These services include (1): 10,000 piece mailing; (2) full-time
telephone marketing position (10,000 broker database); (3) conference
exposure; and (4) internet site and marketing of the Company's corporate
image (currently 30,000+ visitors monthly).
(c) Company shall issue to Xxxxxxx X. Xxxxxxx, Xx., for services to be
performed beginning October 1, 1996 and ending February 1, 1997, options
to purchase 50,000 shares of the common stock of (PTMC) @ $6.00 per share,
to be delivered on or before February 1, 1997. These services include:
(1) 10,000 piece mailing; (2) full-time telephone marketing position
(10,000 broker database); (3) TV/Radio interviews; and (4) internet site
and marketing (currently 30,000+ visitors monthly).
(d) Company shall issue to Xxxxxxx X. Xxxxxxx, Xx., for services to be
performed beginning February 1, 1997 and ending July 1, 1997, the balance
of 50,000 options to purchase common stock of (PTMC) @ $6.00 per share, to
be delivered on or before July 1, 1997. These services include: (1)
10,000 piece mailing; (2) full-time telephone marketing position (10,000
broker database); (3) TV/Radio interview; (4) conference exposure; and
(5) internet site and marketing (currently 30,000+ visitors monthly).
(e) Company shall pay to Xxxxxxx X. Xxxxxxx, Xx., for services which have
been performed and will be performed according to the above schedule,
$2,500/U.S. dollars monthly. This fee shall be due on the 24th day of
each month beginning with the execution of this contract and ending June
24, 1997.
(f) The parties acknowledge that in negotiating these fees they recognize
that the services will probably not be performed in equal monthly
segments, but may be substantial during the earlier portion of the term
but less thereafter as relationships and communication lines are
established directly by the Company.
(g) Consultant and Xxxxxxx shall pay their own costs and expenses incurred
by Company in providing the contemplated financial public relations
services, including but not limited to wire service distribution cost
(e.g., Business Wire), out-of-pocket expenses for travel, entertainment,
telephone/facsimile charges, and postage and delivery services charges
(e.g., Federal Express) as well as compensation to third party vendors,
copywriters, xxxxx xxxxxxx, art and graphic personnel, printing, etc.
(h) For all special services, not within the scope of this Agreement,
Company shall pay Consultant and Xxxxxxx such fees, costs, and expenses
as, and when, the parties shall determine in advance of performance of the
special services provided that Company has agreed in advance to the
special services.
8. RELATIONSHIP OF PARTIES. Each of Consultant and Xxxxxxx is an independent
contractor, each of which is responsible for the compensation of its own
affiliates, agents, employees and representatives, as well as all applicable
withholding therefrom and taxes thereon (including unemployment compensation)
and all workmen's compensation insurance. This Agreement does not establish
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any partnership, joint venture, or other business entity or association between
the parties and no party is intended to have any interest in the business or
property of the other by reason of this Agreement.
9. TERMINATION. This Agreement may be terminated by any party hereto prior to
the expiration of the term provided in paragraph 2 above as follows:
(a) Upon failure of the other party to cure a default under, or a breach
of, this agreement within sixty (60) days after written notice is given to
such default or breach by the terminating party.
(b) Upon the bankruptcy or liquidation of the other party; whether
voluntary or involuntary.
(c) Upon the other party taking the benefit of any insolvency law; and/or
(d) Upon the other party having or applying for a receiver appointed for
all or a substantial part of such party's assets or business.
10. WAIVER OF BREACH. The waiver by a party of a breach of any provision of
this Agreement by another party shall not operate or be construed as a waiver
of any subsequent breach by the breaching party.
11. ASSIGNMENT. The rights and obligations of the parties under this Agreement
shall inure to the benefit of, and shall be binding upon, the successors and
assigns of the parties.
12. NOTICES. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing, and if sent by certified mail, return
receipt requested, to the principal office of the party being notified.
13. ENTIRE AGREEMENT. This instrument contains the entire agreement of the
parties and may be modified only by agreement in writing, signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought. If any provision of this Agreement is declared void, such
provision shall be deemed severed from this Agreement, which shall otherwise
remain in full force and effect.
14. GOVERNING LAW. This Agreement shall be a contract made in the State of
Florida and shall be interpreted and governed by, and construed in accordance
with, the laws of the State of Florida.
15. TAXES. Any and all taxes, excises, assessments, levies, interest and
penalties, which may be assessed, levied, demanded, or imposed by any
governmental agency in connection with this agreement, shall be paid by the
party upon which they are imposed and shall be the sole obligation of such
party.
16. ARBITRATION. Any controversy or claim arising out of or relating to this
agreement shall be settled by arbitration in Houston, Texas, in accordance with
the applicable rules of the American Arbitration Association. The prevailing
party shall be entitled to receive all costs of the arbitration from the party
adjudged to be liable.
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17. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Agreement.
POLISH TELEPHONES AND MICROWAVE XXXXXXX FINANCIAL GROUP, INC.
CORPORATION
By /s/ Xxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
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Xxxx Xxxxx Xxxxxxx X. Xxxxxxx, Xx., President
XXXXXXX X. XXXXXXX, XX.
By /s/ Xxxxxxx X. Xxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxx, Xx.
This memo is to summarize the agreement between Telscape and Xxxxxxx X.
Xxxxxxx and Xxxxxxx Financial regarding the PR contract between the two firms.
Telscape will agree to 55,000 shares now and 25,000 shares in six months.
Also, the100,000 options will be a strike price of $5.00 as opposed to $6.00.
This agreement supersedes the prior PR agreement.
Agreed to this 17th day of September, 1996
/s/E. Xxxxx Xxxxx
E. Xxxxx Xxxxx
/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Xxxxxxx Financial
