INVESTOR RELATIONS AGREEMENT
Exhibit
5.2
The
Chesapeake Group IR,
Inc., a full service investor relations company, specializes in providing
marketing know-how to publicly traded emerging growth companies. While
Chesapeake Group specializes in strategic management of investor relations for
emerging growth companies, they also provide public relations services, press
release distribution and Internet related services for website
development.
Agreement
made this 20th day of September 2004, between WorldTeq Group International, Inc.
(hereinafter referred to as "Corporation"), and Chesapeake, Inc. (hereinafter
referred to as "Consultant"; collectively referred to as the
"Parties"):
Recitals:
The
Corporation desires to engage the services of the Consultant to perform the
Corporation's consulting services regarding all phases of the Corporation's
"Investor Relation" including broker/dealer relations as such may pertain to the
operation of the Corporation's business.
The
Consultant will consult with the Board of Directors, the Officers of the
Corporation, and certain administrative staff members of the Corporation,
undertake the Corporation's financial public relations activities which involve
corporate relations and relationships with various financial service industry
professionals, including, but not limited to broker/dealers involved in the
regulated
securities industry.
AGREEMENT
The
respective duties and obligations of the contracting Parties shall be for a
period of twelve (12) months commencing on the date first appearing above.
Either party only in accordance with the terms may terminate this Agreement and
conditions set forth below.
Services
Provided by Consultant
Consultant
will provide consulting services in connection with the Corporation's "investor
relations" dealings with NASD broker/dealers and the investing public. (At no
time will the Consultant provide services which would require Consultant to be
registered and licensed with any federal or state regulatory body or
self-regulating agency.) During the term of this Agreement,
Consultant will provide those services customarily provided by an investor
relations firm to a Corporation, including but not limited to the
following:
(a)
Aiding the Corporation in developing a marketing plan directed at informing the
investing public (including institutional investors) as to the business of the
Corporation; and
(b)
Providing the Corporation with and in-depth marketing and advertising
program
(c)
Assisting the Corporation with Securities related regulatory
matters
(d) Aid
and advise the Corporation in establishing a means of securing nationwide
interest in the Corporation's securities; and
(e)
Providing the Corporation with coaching for conference calls and road shows
and
arrange
for broker/dealer presentations for investors at Consultant's
expense.
(f)
Helping the Corporation with Industry Research
(g) Aid
and consult with the Corporation in the preparation and dissemination of press
releases and news announcements; and
(h) Aid
and consult with the Corporation in the preparation and dissemination of all
"due diligence" packages requested by and furnished to NASD registered
broker/dealers, the investing public, and/or other institutional and/or fund
mangers requesting such information from the Corporation.
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Compensation
In
consideration for the services provided by Consultant to the Corporation,
the
Corporation will provide the following compensation to
Consultant:
500,000
shares of corporation’s stock
500,000
common stock purchase warrants exercisable at $.05 with an expiration date of
9/20/09.
Corporation
will pay all legal costs for registration of warrants, and any future
registration statements.
Compliance
At the
time Consultant gives notice to the Company of its execution of the Warrants
referred to above, common shares underlying the warrants, delivered by
Corporation to Consultant will, at that particular time be free trading, or if
not, the shares shall be incorporated in the next registration statement filed
by the Corporation. The warrants shall have "piggyback" registration
rights and will, at the expense of the Corporation, be included in said
registration statement in a timely manner.
Representation
of Corporation
The
Corporation, upon entering this Agreement, hereby warrants and guarantees to the
Consultant that to the best knowledge of the Officers and Directors of the
Corporation, all statements, either written or oral, made by the Corporation to
the Consultant are true and accurate, and contain no material misstatements, or
omission fact. Consultant acknowledges that estimates of performance made by
Corporation are based upon the best information available to Corporation
officers at the time of said estimates of performance. The Corporation
acknowledges that the information it delivers to the Consultant will be used by
the Consultant in preparing materials regarding the Company's business,
including but not necessarily limited to, its financial condition, for
dissemination to the public. Therefore, in accordance with Paragraph 6, below,
the Corporation shall hold the Consultant harmless from any and all errors,
omissions, misstatements, except those made in a negligent or
intentionally
misleading manner in connection with all information furnished by Corporation to
Consultant.
Limited
Liability
With
regard to the services to be performed by the Consultant pursuant to the
terms of
this Agreement, the Consultant shall not be liable to the Corporation, or to
anyone who may claim any right due to any relationship with the Corporation, for
any acts or omissions in the performance of services on the part of the
Consultant, except when said acts or omissions of the
Consultant are due to its misconduct or negligence.
Termination
Either
party upon the giving of not less than ninety (90) days written notice may
terminate this Agreement, delivered to the parties at such address or addresses
as set forth in Paragraph below. Any such notice shall be deemed to be
properly given when transmitted by way of registered mail. The ninety (90)
days termination period shall not begin until the other party has received
or is deemed to have received the notice of termination.
Notices
Notices
to be sent pursuant to the terms and conditions of this Agreement, shall be sent
as follows:
Xxxxx
Xxxxxx Xxxx
Xxxxxxxxx, Chairman and CEO
The
Chesapeake Group IR, Inc. WorldTeq
Group International, Inc.
0000 Xxxx
Xxxx
00 Xxxx
Xxxx Xxxxx
Xxxxx
000
Xxxxx
000
Xxxxxxxxxxx,
XX
00000 Xxxxxxxxx,
XX 00000
Attorney's
Fees
In the
event any litigation or controversy arises out of or in connection with this
Agreement between the Parties hereto, the prevailing party in such litigation,
arbitration or controversy, shall be entitled to recover from the other party or
parties, all reasonable attorney's fees expenses and suit costs, including those
associated within the appellate or post-judgment collections
proceedings.
Arbitration
In
connection with any controversy or claim arising out of or relating to this
Agreement, the Parties hereto agree that such controversy shall be submitted to
arbitration, in conformity with the Federal Arbitration Act (Section 9 U.S. Code
Section 901 et seq), and shall be conducted in accordance
with the Rules of the American Arbitration Association. Any judgment rendered as
a result of the arbitration of any dispute herein, shall upon being rendered by
the arbitrators be submitted to a Court of competent jurisdiction with the state
of Maryland.
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Governing
Law
This
Agreement shall be construed under and in accordance with the laws of the State
of Maryland. All parties hereby consent to the state of Maryland as the proper
jurisdiction for any such proceeding if applicable
Parties
Bound
This
Agreement shall be binding on and inure to the benefit of the contracting
parties and their respective heirs, executors, administrators, legal
representatives, successors, and assigns when permitted by this
Agreement.
Legal
Construction
In case
any one or more of the provisions contained in this Agreement shall, for any
reason, be held to be invalid, illegal, or unenforceable in any respect, the
validity, illegality, or unenforceability shall not affect any other provision,
and this Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been in it.
Prior
Agreements Superseded
This
Agreement constitutes the sole and only Agreement of the contracting parties and
supercedes any prior written or oral agreements between the respective parties.
Further, this Agreement may only be modified or changed by written agreement
signed by all the parties hereto.
Multiple
Copies or Counterparts of Agreement
One or
more of the Parties may execute the original and one or more copies of this
Agreement hereto. In such event, all such executed copies shall have the same
force and effect as the executed original, and all of such counterparts taken
together shall have the effect of a fully executed original. Further, this
Agreement may be signed by the parties and copies hereto delivered to each party
by way of facsimile transmission, and such facsimile copies shall be deemed
original Copies for all purposes if original copies of the parties' signatures
are not delivered.
Liability
for Expenses
All fees
and costs incurred in relation to the services provided by the Consultant shall
be the responsibility of the Consultant, except those fees and costs previously
approved in writing by an Officer of the Corporation.
Headings
Headings
used throughout this Agreement are for reference and convenience and in no way
define by presentation, limit or describe the scope or intent of this
Agreement.
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IN
WITNESS WHEREOF, the Parties have set their hands and seal as of the
date
written above.
By:
/s/ Xxxxx X. Xxxxxx
Xxxxx X.
Xxxxxx, Chief Executive Officer
The
Chesapeake Group IR, Inc.
By:
/s/ Xxxx Xxxxxxxxx
Xxxx
Xxxxxxxxx, Chief Executive Office
WorldTeq
Group International, Inc.
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