EXHIBIT 4.3
INVESTOR & PUBLIC RELATIONS CONSULTING AGREEMENT
This AGREEMENT made this 23rd day of June, 2003 by and between Secured
Diversified Investment Ltd. (hereinafter "Client") and Xxxx Xxxxxxx, President
of Wall Street Marketing Group, Inc. (hereinafter "Advisor/Consultant").
WITNESSETH
In consideration of the mutual promises hereinafter made by each to the
other, Client and Advisor/Consultant agree as follows:
1. CONTRACT SERVICES
Client hereby retains Advisor/Consultant to represent, advise, counsel,
and assist Client in corporate development, investor and public relations,
public appearances, mergers and acquisitions, and the marketing of client's
business plan and stock during the Term (as defined below).
Client additionally hereby retains Advisor/Consultant to disseminate
information from Client to financial professionals and licensed members of the
securities industry, private money managers, and individual investors.
Services performed by Advisor/Consultant do not relate to NASD
activities or financing.
Advisor/Consultant shall distribute only information in writing
approved in advance by Client. Advisor/Consultant shall not make any
representation or warranty to any prospective investor except those specifically
approved by Client.
Advisor/Consultant shall perform Advisor/Consultant's duties under this
Agreement in a manner consistent with the instructions of Client.
Advisor/Consultant is not responsible for the preparation of any of the
materials and is not making any independent review of the information contained
therein. Client shall be responsible for the adequacy for all disclosures.
Advisor/Consultant is and hereafter shall act as an independent
contractor and not as an employee of Client, and nothing in this Agreement shall
be interpreted or construed to create any employment, partnership, joint venture
or other relationship between Advisor/Consultant and Client. Advisor/Consultant
shall not hold itself out as having and shall not state to any person that
Advisor/Consultant has any relationship with Client other than as an independent
contractor. Advisor/Consultant shall have no right or power to find or create
any liability or obligation for or in the name of Client or to sign any document
on behalf of Client.
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2. COMPENSATION FOR SERVICES
Client agrees to pay Advisor/Consultant four hundred thousand (400,000)
shares of Client common stock (the "Shares"). Within 20 days after the date of
this Agreement, Client agrees that it shall register two hundred thousand
(200,000) of such Shares for resale by Advisor/Consultant pursuant to a
registration statement on Form S-8. Advisor/Consultant represents and warrants
that the Shares to be so registered qualify for registration on F01m S-8. The
remaining two hundred thousand (200,000) Shares shall continue to be restricted
securities and may not be sold, transferred or otherwise disposed of except
pursuant to the rules and regulations of the Securities and Exchange Commission.
All daily and or promotional expenses incurred by Advisor/Consultant
during the term of this contract are not the obligation of Client. However, if
Client requests Advisor/Consultant to travel with or on behalf of Client outside
Southern California, then all reasonable expenses will be paid by Client for
Advisor/Consultant.
3. PAYMENT OF ADVISOR/CONSULTANT'S FEE
Client shall deliver two stock certificates representing the Shares to
Advisor/Consultant within three business days after signing this Agreement.
4. DISCLAIMER OF LIABILITY
Advisor/Consultant makes no guarantees to any results including but not
limited to trading activity, volume, or stock price with respect to the timing,
place, manner or fashion in which consulting, merger and acquisition, investor
and public relations services are to be conducted.
5. NOTICES
All notices hereunder shall be effective if sent by certified mail,
postage prepaid to the following addresses.
If to the Advisor/Consultant: Wall Street Marketing Group, Inc.
c/o Xxxx Xxxxxxx
00000 Xxxxx Xxxxxx #0000
Xxxx Xxxxxxxx, XX 00000
If to Client: Secured Diversified Investment Ltd.
c/o Xxxxxxxx Xxxxxx
0000 Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
6. ENTIRE AGREEMENT.
This Agreement, sets forth the entire agreement between the parties
hereto and cannot be amended, modified or changed orally. Client acknowledges
that the Board of Directors of Client has passed a resolution authorizing this
contract.
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7. FILING
This contract is signed in duplicate. Advisor/Consultant agrees to
deliver one (1) copy to Client within five (5) days of its execution by fax or
mail; and retain one (1) copy for their files. Both parties agree to attach this
document as an exhibit in Client's next quarterly filing (lO-QSB) with the
Securities and Exchange Commission.
8. TERM
Subject to earlier termination by either party upon 15 days written
notice, the term of this Agreement is for 12 months and shall begin on the date
hereof and shall continue until June 22, 2004 (the "Term").
9. LAW
This agreement is governed and construed under the laws of the state of
California and any action brought by either party to enforce or interpret this
agreement shall be brought in an appropriate court in the state of California.
Both parties agree that any suit decided by the courts of California will result
in the prevailing party's legal fees being paid.
IN WITNESS WHEREOF, the parties hereto have hereunder signed their
names as hereinafter set forth.
By: /s/ Xxxx Xxxxxxx BY: /s/ Xxxxxxxx Xxxxxx
-------------------------------- -------------------------------
Xxxx Xxxxxxx, President Xxxxxxxx Xxxxxx, President
Wan Street Marketing Group, Inc. Secured Diversified Investment
Ltd.
(Date) (Date)
