Exhibit 10.24
AGREEMENT
BETWEEN
FIRST AMERICAN FINANCIAL GROUP
&
ADZONE RESEARCH. INC.
WHEREAS, ADZONE RESEARCH, INC. (ADZR), whose principal address is 000
Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, is desirous of engaging the services of
FIRST AMERICAN FINANCIAL GROUP (FIRST AMERICAN, whose principal address is 000
Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, and
WHEREAS, FIRST AMERICAN is desirous of providing the services of its
Broker-Dealer Marketing Program to ADZR,
NOW, THEREFORE the parties do hereby agree as follows:
1) FIRST AMERICAN will provide the following services to ADZR:
A. Contact Broker-Dealers (B-D's) as potential Market Makers in ADZR
stock to discuss recent developments.
B. Contact Broker-Dealers in FIRST AMERICAN'S network via STOCK
ALERT and telephone to review current information regarding ADZR.
C. Meet with Broker-Dealers and their Registered Representatives to
discuss and promote awareness of ADZR.
2) FIRST AMERICAN will be responsible for originating, coordinating and
monitoring all of the above.
3) ADZR will be responsible for providing all of the necessary corporate
material, financial information and access to data reasonably required for FIRST
AMERICAN to fulfill its obligations. ADZR will, as often as practical, discuss
and inform FIRST AMERICAN of developments and events affecting the Financial
Community.
In addition, ADZR hereby agrees that it will, at all times, act in Good
Faith and perform all of its duties to xxxxxx and promote improved shareholder
value.
4) FIRST AMERICAN'S fee for its services outlined herein is five hundred
thousand (500,000) shares of Restricted (Rule 144) common stock of ADZR. Said
fee is due and payable and considered earned upon signing of this Agreement.
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5) FIRST AMERICAN will receive a non-accountable expense allotment for its
costs incurred in Items 1)A through 1)C above in the sum of: Ten thousand
dollars ($10,000). Said allotment is payable upon receipt of financing [from any
source] in a minimum amount of $500,000.
6) FIRST AMERICAN shall be entitled to Bonus Compensation as follows:
i. If the price of ADZR stock reaches $0.10, or higher, at any time
during the next twelve (12) months, FIRST AMERICAN will be issued
an additional one hundred thousand (100,000) shares of Restricted
(Rule 144) stock of ADZR.
ii. If the price of ADZR stock reaches $0.20, or higher, at any time
during the next twelve (12) months, FIRST AMERICAN will be issued
an additional one hundred thousand (100,000) shares of Restricted
(Rule 144) stock of ADZR.
iii. If the price of ADZR stock reaches $0.40, or higher, at any time
during the next twelve (12) months, FIRST AMERICAN will be issued
an additional one hundred thousand (100,000) shares of Restricted
(Rule 144) stock of ADZR.
iv. If the price of ADZR stock reaches $0.60, or higher, at any time
during the next twelve (12) months, FIRST AMERICAN will be issued
an additional one hundred thousand (100,000) shares of Restricted
(Rule 144) stock of ADZR.
7) The initial Term of this Agreement will be twelve (12) months commencing
on 7 October 02 and ending on 30 September 03. Both parties may, by mutual
consent, extend this Agreement for any additional term.
8) In consideration of the proprietary nature and intangible value of FIRST
AMERICAN's Broker-Dealer and Investor clients, ADZR agrees not to disclose or
otherwise reveal to any third party any information pertaining to same. This
includes, but is not limited to: names, addresses, telephone/fax/telex numbers
or other means of access thereto.
9) If a dispute should arise under any of the terms of this Agreement, both
parties agree to summit the matter to Binding Arbitration in New York County,
New York according to the rules of the American Arbitration Association. In this
regard, a request by either party for arbitration shall be binding on the other.
The decision of such Arbitrator shall be final and binding upon the parties
hereto and may be enforced by any court having jurisdiction over the subject
matter contained therein. In addition to any Award granted, the prevailing party
shall be entitled to payment of all costs and expenses related to the
Arbitration.
10) This Agreement represents the total agreement between the parties. This
contract cannot be modified or changed unless done so in writing and signed by
all parties hereto.
11) This Agreement shall be governed by the Laws of the State of New York.
Should any portion of this Agreement be held to be illegal, then only that
portion shall be void and not the entire Agreement.
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12) ADZR acknowledges that FIRST AMERICAN is neither an attorney,
accountant nor broker and is acting exclusively as an independent contractor
providing consulting services. Accordingly, ADZR and/or its Officers, Directors,
Employees or assigns hereby agree to indemnify and hold FIRST AMERICAN harmless
from and against any losses, claims, damages, liabilities, fees, costs or
expenses arising from this Agreement.
13) The undersigned acknowledges that he has authority from the Board of
Directors of ADZONE RESEARCH, INC. to sign this Agreement.
AGREED and ACCEPTED:
ADZONE RESEARCH INC. FIRST AMERICAN FINANCIAL GROUP
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxx, Xx.
Chief Executive Officer/Chairman Managing Director
11 October 2002 10 October 2002
Date Date
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