EXHIBIT 10.2
LEAD GENERATION / CORPORATE RELATIONS AGREEMENT
THIS AGREEMENT is made this 13th day of AUGUST, 1996, between CORPORATE
RELATIONS GROUP, INC., a Florida corporation (hereinafter "CRG"), and XXXXX
ENVIRONMENTAL CORPORATION, (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.
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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 dissemination, 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.
l2. 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 this 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: XXXXX ENVIRONMENTAL CORPORATION
0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxx Xxxx Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, CEO
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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 very 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
---------------------
Xxxxxxx X. Xxxxxx
President
XXXXX ENVIRONMENTAL CORPORATION
BY: /S/XXXXXXX X. XXXXX
-------------------
Xxxxxxx X. Xxxxx
Chief Executive Officer
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EXHIBIT "A"
The Corporate Relations Services to be provided by CRG for a sixty (60) month
period are as follows:
I. ADVERTISING and PRINTING SERVICES
A. MONEYWORLD MAGAZINE - Lead Generation mailing (150,000 print run total
for the sixty month period)
/BULLET/ Two eighteen page, four color magazines will be created of
which four page advertorial will be dedicated to the Client.
/BULLET/ Creative concept, color separations, copy work and printing
/BULLET/ 150,000 to be mailed
/BULLET/ Client has the option to purchase one additional four page,
four color advertorial for payment of $135,000.00 (One
Hundred Thirty-Five Thousand Dollars).
B. GROWTH INDUSTRY REPORT - Four page, four color follow-up mail piece
designed for additional informational 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 makers and/or money managers who will take positions
in the stock of "XXXXX ENVIRONMENTAL CORPORATION". 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
"XXXXX ENVIRONMENTAL CORPORATION" in intense 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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EXHIBIT "A"
CONTINUED
I. Investor Relations - Press release 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 six (6) 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
XXXXX ENVIRONMENTAL CORPORATION
and
CORPORATE RELATIONS GROUP, INC.
THIS AGREEMENT is made this 13th day of AUGUST, 1996, and will serve as
confirmation of payment terms for services to be provided XXXXX ENVIRONMENTAL
CORPORATION.("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, ONE MILLION NINTY THOUSAND DOLLARS ($1,090,000 U.S.
cy) or as a convenience to Client, 1,090,000 DOLLARS worth of free trading
XXXXX ENVIRONMENTAL CORPORATION common shares. The formula shall be the
$1,090,000 U.S. cy divided by the BID PRICE of the shares on the date of
signing this agreement which has been determined to be $2.00 per share.
This will equal the amount of shares payable to CRG. This has been
determined to be 545,000 common shares of XXXXX ENVIRONMENTAL CORPORATION.
B. This Agreement is subject to compliance with the rules of the Exchanges and
Securities Commissions 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
------ ----- --------
300,000 shares at $2.00 One (1) year from the date of this Agreement
150,000 shares at $2.50 Two (2) years from the date of this Agreement
150,000 shares at $2.70 Three (3) years from the date of this Agreement
G. CRG agrees to return 47,000 free trading common shares of Xxxxx
Environmental Corporation or its successor company if during the term of
our contract the price of Xxxxx Environmental Corporation stock doesn't
reach $4.50 a share for a period of 10 consecutive days.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
CORPORATE RELATIONS GROUP, INC.
BY: /S/ XXXXXXX X. XXXXXX
---------------------
Xxxxxxx X. Xxxxxx
President
XXXXX ENVIRONMENTAL CORPORATION
BY: /S/XXXXXXX X. XXXXX
-------------------
Xxxxxxx X. Xxxxx
Chief Executive Officer
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EXHIBIT "C"
XXXXX ENVIRONMENTAL CORPORATION 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:
---------------------------- -----------------------------
DIRECTOR (PLEASE SIGN) DIRECTOR (PLEASE PRINT)
---------------------------- -----------------------------
PRESIDENT (PLEASE SIGN) PRESIDENT (PLEASE PRINT)
---------------------------- -----------------------------
VICE PRESIDENT (PLEASE SIGN) VICE PRESIDENT (PLEASE PRINT)
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MONEYWORLD MAGAZINE
ADVERTISING INSERT AGREEMENT
GULF ATLANTIC PUBLISHTNG INC.
THIS AGREEMENT is made this 13th day of AUGUST, 1996, between GULF ATLANTIC
PUBLISHING INC., a Florida corporation (hereinafter "GAP"), and XXXXX
ENVIRONMENTAL CORPORATION, (hereinafter the "Client").
RECITALS
1. The Client wishes to retain GAP for an Insert(AD)in MONEYWORLD MAGAZINE.
2. GAP is willing to provide such 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 GAP
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 understands that the sole purpose for providing GAP
with the Information Package is for utilization in the preparation of the
Ad. GAP is not obligated to assess the financial viability of the Client.
GAP 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 GAP 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 laws 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, GAP will perform the services more fully
described in Exhibit "A", and follow the procedures outlined below 4(A),
4(B), and 4(C).
(a) PREPARATION OF PROOFS. GAP shall prepare proofs of the agreed upon
materials and information, as set for dissemination, for the Client's
review and approval;
(b) CORRECTION AND CHANGES OF PROOFS. GAP 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 GAP 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. GAP 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 GAP, 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 GAP
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 GAP.
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
GAP makes no guarantees, assurances or representations in regard to the
results of the running of Advertising in its publication MoneyWorld
Magazine. 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 this Agreement shall be in
writing and delivered personally or mailed by certified mail, postage
prepaid, addressed to the representative or Company as follows:
COMPANY: GULF ATLANTIC PUBLISHING INC.
0000 Xxx Xxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx, President
CLIENT: XXXXX ENVIRONMENTAL CORPORATION
0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxx Xxxx Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, CEO
-3-
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 GAP has
invested a tremendous amount of time, energy and expertise in the training
of its employees to be able to provide the very service that Client
desires. Client further understands that should an employee be enticed to
leave, then GAP 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 GAP, not 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.
BY: /S/ XXXX XXXXXXXXXX
---------------------
Xxxx Xxxxxxxxxx
President
BY: /S/XXXXXXX X. XXXXX
-------------------
Xxxxxxx X. Xxxxx, CEO
President
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