October 4, 1996
Mr. Xxxxxxx Xxxxxx
Chairman of the Board -
Chief Executive Officer
Xxxx Xxxxxxxxxx
President -
Chief Operating Officer
Strategic Growth International, Inc.
000 Xxxxx Xxxx Xxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
Dear Rich & Xxxx:
This letter is to confirm the agreement under which Strategic Growth
International, Inc. will serve as Investor Relations Consultant to BCAM
International, Inc. ("the Company").
DUTIES:
As Investor Relations Consultant, you will:
a) Consult with the management of the Company on Investor Relations
aspects of shareholder communications, including how to arrange and
conduct meetings with the professional investment community and
investor groups; how to communicate the corporate message to
specified audiences, and how to enhance relations with security
analysts and the financial press.
b) Help develop and implement a comprehensive Investor Relations
program. Each plan will be designed to achieve results-oriented
quantified goals and objectives.
c) Provide professional staff services as may be reasonably required to
help the Company carry out its programs and objectives.
The scope of SGI's services shall not include any activities related to or
regarding the raising of funds. Such activities shall be subject to a separate
agreement.
Mr. Xxxxxxx Xxxxxx & Xxxxxxx Xxxxxxxxxx
October 4, 1996
Page 2
LIABILITY:
The Company agrees to indemnify and hold harmless SGI from and against any and
all losses, claims, damages, expenses or liabilities which SGI may incur based
upon information, representations, reports or data furnished by the Company to
the extent that such material is furnished, prepared or approved by the Company
for use by SGI.
OUT OF POCKET EXPENSES:
The Company will reimburse SGI for all reasonable out-of-pocket disbursements,
including travel expenses, made in the performance of its duties under this
agreement. Items, such as luncheons with the professional investment community,
graphic design and printing, postage, long distance telephone calls, etc., will
be billed as incurred.
RECORDS AND RECORD KEEPING:
SGI will maintain accurate records of all out-of-pocket expenditures incurred on
behalf of the Company. Authorization for projects and operating activities will
be obtained in advance before commitments are made.
TERMS OF PAYMENT:
Billings will be done monthly for the coming month. Expenses and charges will be
included in the following month's bill.
Payment will be due within ten (10) days upon receipt of invoice.
SERVICE FEES:
The Company will pay SGI a monthly retainer fee of $6,000 for services under
this agreement. The monthly retainer shall commence on September 1, 1996 for one
year.
In addition, immediately upon execution of this agreement, the Company will
issue a grant of a four year option for SGI to purchase 100,000 shares of the
Company's common stock at the closing per share bid price on August 20, 1996,
plus up to 300,000 additional options to purchase common stock of the Company,
exercisable over four years from grant, at the closing bid price on the date of
grant with the date or dates of grant and amount of shares to be based upon
fulfillment of certain performance standards as shall be determined by the
Company's Chief Executive Officer.
Mr. Xxxxxxx Xxxxxx & Xxxxxxx Xxxxxxxxxx
October 4, 1996
Page 3
TERMS OF AGREEMENT:
This agreement is to extend from September 1, 1996 for one year. The agreement
shall be automatically renewed in one year, unless either party provides written
notice by August 1, 1997.
This agreement shall be governed by and subject to the jurisdiction of and law
of New York State.
Please confirm agreement to the above by endorsing all three (3) copies and
returning two (2) copies to BCAM International, Inc.
AGREED TO AND ACCEPTED BY:
/s/ Xxxxxxx Xxxxxxx \s\ Xxxxxxx Xxxxxx
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BCAM International, Inc. Strategic Growth International, Inc.
AT/gll
