AGREEMENT
This Agreement is made and entered into effective the 1st day of October,
1997, by and between L.G. ZANGANI, INC. ("LGZI") and X.XXX INTERNATIONAL, INC.
("COMPANY").
1. LGZI shall serve as financial public relations consultant to COMPANY
during the term of this Agreement. In such capacity, LGZI shall (a) introduce
COMPANY to segments of the financial community where it is not presently known;
(b) disseminate information regarding COMPANY, the content and form of which is
approved by COMPANY, to the financial community; (c) prepare or review on
behalf of COMPANY press releases, reports and other communications with and to
shareholders, the investment community and the general public, the content and
form of which is approved by COMPANY; and (d) arrange meetings between COMPANY
officials and brokers, dealers, analysts, institutional investors and other
investment community professionals.
COMPANY acknowledges and agrees that LGZI will be serving other clients
during the term of this Agreement and that the COMPANY shall not be entitled to
the exclusive time and attention of the LGZI in the performance of its services
hereunder. LGZI agrees to use its best efforts and professional expertise in
performing services for COMPANY hereunder. The COMPANY further acknowledges and
agrees that LGZI has the right to conduct such due diligence on COMPANY as it
deems necessary. COMPANY and any of its officers and agents agree to fully
cooperate with LGZI with regard to such due diligence. COMPANY agrees to
provide LGZI with "10b-5" statement reasonably acceptable to LGZI for each
dissemination of information intended for the public or reasonably likely to be
disseminated to the public.
2. The term of this Agreement shall commence on October 1, 1997, and end
on March 31, 1998. The Agreement shall automatically be renewed for like terms
unless and until terminated by either party, in writing, no later than 60 days
before the end of the term. Notwithstanding anything to the contrary, LGZI may
terminate this agreement at any time if in its opinion COMPANY has provided or
caused to be provided false or misleading information to LGZI.
3. As compensation for consulting services hereunder, COMPANY shall pay
to LGZI on the first date of each month the sum of three thousand dollars
($3,000.00) per month, with the payment for each month of service to be made
prior to the commencement of such service month. In addition, COMPANY shall
reimburse LGZI for its reasonably out-of-pocket expenses incurred on behalf of
and for the benefit of COMPANY, provided that COMPANY shall have the right to
approve in advance any expenses proposed to be incurred which would involve
reimbursement of more than $500.00 for any item or related group of items.
4. In addition, COMPANY shall issue to Xxxxxxxx X. Xxxxxxx warrants to
purchase up to a total of 50,000 shares of COMPANY common stock, subject to the
following conditions:
-1-
(a) Exercise price shall equal the closing price of the common stock
on the trading day preceding the date of this agreement.
(b) The warrants will expire at the close of business on
September 30, 2002; and
(c) The COMPANY will issue the warrants in increments of 10,000, the
first of which will be issued on the date of this Agreement. Thereafter the
COMPANY will issue warrants every six months so long as the COMPANY engages
LGZI. If COMPANY terminates this Agreement, the COMPANY will issue a pro rata
portion of warrants to LGZI up to the effective date of the termination.
5. By executing hereof, Xxxxxxxx X. Xxxxxxx hereby agrees and
acknowledges that the warrants to be issued by COMPANY hereunder and the shares
of COMPANY Common Stock issueable upon exercise of such warrants are being
offered and will be issued without registration or qualification under federal
and state securities laws as pursuant to applicable exemptions from such
registration and qualification requirements. In connection with the foregoing,
Xxxxxxxx X. Xxxxxxx hereby represents and warrants to COMPANY as follows:
(i) by reason of such his business and financial experience and
knowledge, he has the capacity to evaluate the merits and risks of an investment
in COMPANY and to protect his interests in connection with the issuance of
warrants, the exercise of warrants and the issuance of Common Stock in
connection herewith.
(ii) he is acquiring the warrants and upon exercise of the warrants
will acquire shares of Common Stock for his own account and not with a view to
or for the sale in connection with any distribution of COMPANY's securities.
(iii) he has received no offer of COMPANY securities by any form of
general solicitation or general advertising including, but not limited to, any
advertisement, article notice or any other communication published in any
newspaper, magazine, or similar medium or broadcast over television or radio or
any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.
(iv) he is an accredited investor, as that term is defined in
Regulation D promulgated under the Securities Act of 1933, as amended.
(v) he will not offer, sell or otherwise transfer the warrants or
the shares of Common Stock issuable upon exercise of the warrants unless such
securities are registered or qualified under the Securities Act of 1933, as
amended, and relevant state securities laws or an exemption from such
registration or qualification requirements is applicable to such offer, sale or
transfer.
6. This Agreement contains the entire agreement and understanding of the
parties concerning the subject matter hereof and supersedes and replaces all
prior and contemporaneous
-2-
negotiations, proposed agreements and agreements, whether written or oral. This
agreement may be amended or altered and rights hereunder may be waived only by a
written instrument signed by the party to be bound thereby.
7. This Agreement shall be interpreted in accordance with the laws of the
State of New Jersey applicable to contracts that are negotiated, executed and
performed wholly within said state and without regard to any choice of laws
principles applied under the laws of such state. THE PARTIES HEREBY CONSENT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW JERSEY FOR ANY AND ALL
DISPUTES ARISING UNDER THIS AGREEMENT AND THE PARTIES HEREBY WAIVE ANY AND ALL
DEFENSES BASED ON PERSONAL JURISDICTION OF NEW JERSEY.
8. This Agreement may be executed in one or more counterparts, each of
which shall be considered an original and all of which together shall constitute
one and the same agreement.
In Witness Whereof, the undersigned have executed this Agreement and as of
the 1st day day of October, 1997.
L.G. Zangani, Inc. X.Xxx International, Inc.
By:/s/ Xxxxxxxx X. Xxxxxxx By:/s/ Xxxxxxx X. Xxxxxxxx
----------------------------- ------------------------------
Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxxx
------------------- -------------------
Title: President Title: President & CEO
--------- ---------------
-3-