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EXHIBIT 10.11A
LEAD GENERATION/CORPORATE RELATIONS AGREEMENT
THIS AGREEMENT is made this 25th day of August, 1997, between CORPORATE
RELATIONS GROUP, INC., a Florida corporation (hereinafter "CRG"), and CHICKEN
KITCHEN CORPORATION, (hereinafter the "Client").
RECITALS
1. The Client wishes to retain CRG to provide corporate relations services to
the Client.
2. CRG is willing to provide such corporate relations services as are more
fully described herein.
NOW THEREFORE, in consideration of the mutual promises contained herein, it is
agreed as follows:
1. Furnishing of Information by Client. The Client shall furnish to CRG
information about the Client such as copies of disclosure and filing
materials, financial statements, business plans, promotional information
and background of the Client's officers and directors ("Information
Package"). The Client shall update the Information Package on a continuous
basis. The Client understands that the sole purpose for providing CRG with
the Information Package is for utilization in a Lead Generation/Corporate
Relations program. CRG is not obligated to assess the financial viability
of the Client. CRG may rely on, and assume the accuracy of the Information
Package.
2. Representations and Warranties of Client. The Client represents that all
information included in the Information Package furnished to CRG shall
disclose all material facts and shall not omit any facts necessary to make
statements made on behalf of the Client not misleading.
3. Covenants of the Client. The Client covenants and warrants that any
information submitted for dissemination will be truthful, accurate, in
compliance with all copyright and all other applicable laws and regulations
and will not be submitted in connection with any improper or illegal act or
deed.
4. For a period of twelve (12) months, pursuant to the terms hereof, CRG's
services shall specifically include making oral representations on behalf
of the Client pursuant to the following procedures:
(a) Preparation of Proofs. CRG shall prepare proofs and/or tapes of the
agreed upon materials and information, as set for dissemination, for
the Client's review and approval.
(b) Correction and Changes of Proofs and/or Tapes. CRG shall make all
corrections and changes that the Client may request.
(c) Sign Offs. A duly authorized representative of the Client shall sign
all approvals, corrections and change of proofs by the Client. The
Client hereby designates the individual(s) listed in Exhibit "C"
hereof as authorized representatives for purposes of this paragraph
4(a), (b) and (c); and CRG may rely upon this designation.
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5. Compensation. Refer to Exhibit "B".
6. It is understood and agreed by the Parties that the above compensation
in U.S. currency, or free trading shares of the Company, should be paid
timely upon execution of this Agreement. CRG will retain the option,
but is not compelled to begin its performance under this Agreement
prior to the payment of such compensation in U.S. currency or free
trading shares.
7. Assumption of Liability and Indemnification. The Client assumes and
claims all responsibility and liability for the content of all
information disseminated on behalf of the Client which have been
approved by Client. The Client shall indemnify and hold CRG, its
subsidiaries and parent Company harmless from and against all demands,
claims or liability arising for any reason due to the content of
information disseminated on behalf of the Client. This indemnity shall
include any costs incurred by CRG including, but not limited to, legal
fees and expenses incurred both in administrative proceedings, at trial
and appellate levels, in settlement of claims and payment of any
judgment against CRG.
8. Termination for Fraud or Criminal Acts. The client further agrees that
CRG may terminate this Contract without recourse to the Client if the
Company is found to be in violation of rules promulgated by any United
States regulatory agency or of any state regulatory agency. Illegal
activity per se shall include but not be limited to the release by the
Company of false press release or the payment of any securities or
money to brokers. In the event of such action by the Company, CRG will
be entitled to retain any and all monies prior paid.
9. Assignment and Delegation. Neither party may assign any rights or
delegate any duties hereunder without the other party's express prior
written consent.
10. Entire Agreement. This writing contains the entire agreement of the
parties. No representations were made or relied upon by either party,
other than those expressly set forth. Furthermore, the Client
understands that CRG makes no guarantees, assurances or representations
in regard to the results of its corporate relations program. No agent,
employee or other representative of either party is empowered to alter
any of the above terms, unless done in writing and signed by an
executive officer of the respective parties.
11. Controlling Law and Venue. This Agreement's validity, interpretation
and performance shall be controlled by and construed under the laws of
the State of Florida. The proper venue and jurisdiction shall be the
Circuit Court in Orange County, Florida.
12. Prevailing Party. In the event of the institution of any legal
proceedings or litigation, at the trial level or appellate level, with
regard to this Agreement, the prevailing party shall be entitled to
receive from the non-prevailing party all costs, reasonable attorney's
fees and expenses.
13. Failure to Object not a Waiver. The failure of either party to this
Agreement to object to, or to take affirmative action, with respect to
any conduct of the other which is in violation of the terms of this
Agreement shall not be construed as a waiver of the violation or
breach, or of any future violation, breach or wrongful conduct.
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14. Notices. All notices or other documents under this Agreement shall be in
writing and delivered personally or mailed by certified mail, postage
prepaid, addressed to the representative or Company as follows:
Company: CORPORATE RELATIONS GROUP, INC.
0000 Xxx Xxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, President
CLIENT: CHICKEN KITCHEN CORPORATION
0000 Xxxxxxx Xxx., Xxx. 000
Xxxxx, Xxxxxxx 00000
Attention: Christian DeBerdouare, President
15. Headings. Headings in this Agreement are for convenience only not be used
to interpret its provisions.
16. Time. For all intents and purposes, time is of the essence with this
Agreement.
17. Agreement Not To Hire. The Client understands and appreciates that CRG has
invested a tremendous amount of time, energy and expertise in the training
of its employees to be able to provide the very service that Client
desires. Client further understands that should an employee be enticed to
leave, then CRG will be damaged in an amount the parties are incapable of
calculating at this time. Therefore, the Client agrees not to offer
employment to any employee or subcontractor of CRG, nor to allow any
officer or director of Client to offer such employment with Client or any
other Company with whom officers and directors of Client are employed or
hold a financial stake for a period of three (3) years.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
CORPORATE RELATIONS GROUP, INC.
BY: /s/ Xxxxxx X. Xxxxxx BY: /s/ Xxxxx X. Xxxxxx III
------------------------- ----------------------------
Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxx III
President Consultant
CHICKEN KITCHEN CORPORATION
BY: /s/ Christian DeBerdouare
-------------------------
Christian DeBerdouare
President
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EXHIBIT "A"
The Corporate Relations Services to be provided by CRG for a twelve (12)
month period are as follows:
1. ADVERTISING AND PRINTING SERVICES
A. MONEY-WORLD MAGAZINE - Lead Generation mailing (150,000 print
run per issue.) A four-color magazine will be created of which a
four page advertorial will be dedicated to the Client.
Junior Page advertorial in four (4) separate issues of
Money-World Magazine.
B. GROWTH INDUSTRY REPORT - Four-page, two-color follow-up mail
pieces designed for additional informational purposes, that is
mailed to Money-World respondents. A total of 10,000 will be
printed.
C. THE CORE BROKER PROGRAM - CRG will produce a core of 8-10 retail
brokers, market makers and/or money managers who will take
positions in the stock of "Client". This process will begin
immediately upon CRG receiving the payment as stipulated in
Exhibit "B" and will be completed no later than a month before
mailing occurs. Upon completion, selection and approval of the
Core Broker Group, CRG will arrange a Core Broker meeting, which
will include a show and tell from the top management of the
"Client" in training of these core brokers.
D. Public relations exposure to newsletter writers, trade and
financial publications. The Client shall be totally responsible
for all travel expenses for the purpose of due diligence of the
Company by financial newsletter writers and/or brokers. The
Client will have total pre-approval rights on these trips.
E. Inclusion as a featured "Lead Generator of the Month" in
CONFIDENTIAL FAX ALERT, a newsletter transmitted by fax to over
5,000 Brokers.
F. Preparation of a Broker Bullet Sheet to be sent to every broker
who shows interest in working the leads and the stock.
G. Lead Tracking Summary maintained for all response leads
generated and provided to the "Client" upon request.
H. Press releases - Up to four (4) press releases included which
may be extended at the option of the "Client", at the Client's
expense.
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I. Road Shows - Locations to be determined. Client will cover all
expenses of Road Shows. Client will have prior approval of those
expenses.
J. Advertising on Money-World web site for a period of 60 days (the
advertising will parallel the four (4)-page advertorial in
Money-World Magazine).
Introduction to our web site company. Additional assistance is
available to the Client related to web site development and
maintenance.
K. CRG will distribute at its cost the due diligence packages to
all inquiring brokers. The Client shall supply the necessary
materials for this package.
L. CRG targets a minimum of 3% return of qualified investor leads
specifically generated for the Company.
M. Assistance in reviewing documentation to be sent to brokers.
N. Advice on mergers and acquisitions. (At Client's request only)
O. "Client" agrees to send CRG, DTC sheets on a weekly basis.
P. "Client" agrees to provide CRG with a complete shareholders list
on a semi-annual basis.
Q. "Client" agrees to provide CRG with a list of Blue Sky states.
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EXHIBIT "B"
PAYMENT AGREEMENT
made by and between
CHICKEN KITCHEN CORPORATION
and
CORPORATE RELATIONS GROUP, INC.
THIS AGREEMENT is made this 25th day of August, 1997, and will serve as
confirmation of payment terms for services to be provided CHICKEN KITCHEN
("CLIENT") CORP. whereby CORPORATE RELATIONS GROUP, INC. ("CRG") has agreed to
perform said services as defined in the "Lead Generation/Corporate Relations
Agreement."
TERMS
A. CLIENT will pay to CRG, FIVE HUNDRED FIFTY THOUSAND DOLLARS ($550,000
U.S. cy).
B. This Agreement is subject to compliance with the rules of the Exchanges
and Securities Commissions on which Client is listed and registered.
C. IT IS UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES THAT THE ABOVE
COMPENSATION IN U.S. CURRENCY, OR FREE TRADING SHARES OF THE COMPANY,
SHOULD BE PAID TIMELY UPON EXECUTION OF THIS AGREEMENT. CRG WILL RETAIN
THE OPTION, BUT IS NOT COMPELLED TO BEGIN ITS PERFORMANCE UNDER THIS
AGREEMENT PRIOR TO THE PAYMENT OF SUCH COMPENSATION IN U.S. CURRENCY OR
FREE TRADING SHARES.
D. In the event of termination of this Agreement by the Client, CRG shall
be fully released and forever discharged by the Client from any further
obligations or liabilities after proving such mitigating damages with
respect to the "Lead Generation/Corporate Relations Agreement", with
the exception of liabilities arising from CRG's own negligence, during
the term of this Agreement. Concurrently, Client shall be fully
released and forever discharged by CRG from any and all obligations of
further payments or liabilities with respect to the "Lead
Generation/Corporate Relations Agreement." This release in no way
affects paragraph 7, page 2 of the "Lead Generation/Corporate Relations
Agreement."
E. Share shall be made free trading through the registration that is
mutually agreed upon by the "Client's" attorney and CRG's attorney.
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F. Client shall issue options to CRG as outlined below.
Amount Price Duration
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100,000 shares at $1.75 One (1) year from the date of this Agreement
100,000 shares at $2.10 Two (2) years from the date of this Agreement
100,000 shares at $2.45 Three (3) years from the date of this Agreement
100,000 shares at $2.80 Four (4) years from the date of this Agreement
100,000 shares at $3.50 Five (5) years from the date of this Agreement.
G. The Client further agrees to issue immediately at no cost to CRG,
100,000 Common Shares of 144 Restricted Stock, (1) the shares shall be
returned in full if the Client completes the appropriate registration
allowing CRG to exercise its options within 90 days from the signing of
this contract; (2) Should the Company fail to affect the appropriate
registration within the aforementioned time, the Company and CRG agree
that CRG shall be entitled to keep all 100,000 shares of 144 Restricted
Stock and the shares will become the property of CRG and be considered
additional payment of this agreement. It is further agreed that CRG
will have piggyback registration rights to register the aforementioned
stock on any future registration at the Company's expense.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
CORPORATE RELATIONS GROUP, INC.
BY: /s/ Xxxxxx X. Xxxxxx
-------------------------------- ------------------------------------
Xxxxxx X. Xxxxxx Witness
President
BY: /s/ Xxxxx X. Xxxxxx III
-------------------------------- ------------------------------------
Xxxxx X. Xxxxxx III Witness
Consultant
CHICKEN KITCHEN CORPORATION
BY: /s/ Christian DeBerdouare /s/ Xxxxx Xxxxxx
-------------------------------- ------------------------------------
Christian DeBerdouare Witness
President Xxxxx Xxxxxx, Vice President
Chicken Kitchen Corporation
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EXHIBIT "C"
CHICKEN KITCHEN CORPORATION hereby designates the following person or persons
to act on its behalf for purposes of signing off on all copies pursuant to
Paragraph 4 of this Corporate Relations Agreement. CRG may rely upon the
signature of any of the following:
CHICKEN KITCHEN CORPORATION
/s/ Christian DeBerdouare Christian DeBerdouare
----------------------------- -----------------------------
Christian DeBerdouare Christian DeBerdouare
Director Director
/s/ Christian DeBerdouare Christian DeBerdouare
----------------------------- -----------------------------
Christian DeBerdouare Christian DeBerdouare
President President
/s/ Christian DeBerdouare Christian DeBerdouare
----------------------------- -----------------------------
Christian DeBerdouare Christian DeBerdouare
Vice President Vice President
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CREATIVE DEVELOPMENT AGREEMENT
THIS AGREEMENT is made this 25th day of August, 1997, between ARROW
MARKETING INC., a Florida corporation, (hereinafter "Arrow") and CHICKEN
KITCHEN CORPORATION, (hereinafter "the Client").
RECITALS
1. The Client wishes to retain ARROW MARKETING INC. to provide certain
creative services for integration in the Lead Generation/Corporate Relations
campaign for the Client to be run by CRG.
2. Arrow Marketing is willing to provide such creative services as are
more fully described below.
NOW THEREFORE, in consideration of the mutual promises contained
herein, it is agreed as follows:
DUE DILIGENCE PACKAGE
1. That Arrow Marketing will write, design, and supervise production of
500 packages of creative materials for use by CRG to use in a campaign for the
Client company. This package shall include:
(a) 8-12 page color brochure.
(b) Logo folder.
(c) Customized mailing envelope, with Corporate Relations Group
Logo.
(d) Four (4) inserts:
Chairman's or President's letter
3 Financial charts
Management bio
Reprint of one year past press releases
(3) Investment Sector Report.
8-12 page analyst type report on your company
2. The Client, in turn, shall pay Arrow Marketing, Inc. the sum of
Seventy-Five Thousand and 00/100 Dollars, U.S. ($75,000.00) for the total
package described above.
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3. The Client understands and agrees that the project price of
$75,000.00, to be paid to Arrow Marketing prior to inception of the project,
does not include photography, shipping, D.H.L. and any travel and accommodations
to perform needed services. If the Client has professional photography and art
work already done, Arrow will integrate that photography and art work into the
campaign to lower the Client's photography costs. The Client further understands
and agrees that if photography is needed, the Client will be quoted and billed
directly for this.
4. The Client agrees to grant access to Arrow Marketing personnel
corporate and promotional materials and management interviews and to fully
cooperate in the due diligence process.
5. The Client covenants and warrants that any information submitted for
dissemination will be truthful, accurate, in compliance with all copyright laws
and all other applicable laws and regulations and will not be submitted in
connection with any improper or illegal act or deed.
6. The Client further understands that it will be billed at cost for
telephone, Federal Express, postage and all campaign related expenses.
7. The Client will be charged and billed an additional $10,000.00
retainer against which actual wire costs to the news services will be billed.
8. The parties understand and agree that Arrow Marketing shall prepare
proofs and/or tapes of the agreed upon material and information, prior to
dissemination, for the Clients review and approval.
(a) Arrow shall make all corrections and changes that the Client
may request.
(b) All approvals, corrections and change of proofs by the Client
shall be signed by a duly authorized representative of the
Client.
9. The Client assumes and claims all responsibility and liability of
the content of all information disseminated on behalf of the Client which has
been approved by the Client. The Client shall indemnify and hold Arrow harmless
from and against all demands, claims or liability arising for any reason due to
the context of information disseminated on behalf of the Client. This indemnity
shall include any cost incurred by Arrow including, but not limited to, legal
fees and expenses incurred both in administrative proceedings, at trial and
appellate levels, in settlement of claims and payment of any judgment against
Arrow.
10. This writing contains the entire agreement of the parties. No
representations were made or relied upon by either party, other than those
expressly set forth herein.
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11. This Agreement's validity, interpretation and performance shall be
controlled by and construed under the laws of the State of Florida. The proper
venue and jurisdiction shall be the Circuit Court in Orange County, Florida.
12. In the event of the institution of any legal proceeding or
litigation at the trial level or appellate level, with regard to this agreement,
the prevailing party shall be entitled to receive from the non-prevailing party
all costs, reasonable attorneys fees and expenses.
13. Notices. All notices or other documents under this Agreement shall
be in writing and delivered personally or mailed by certified mail, postage
prepaid, addressed to the representative or company as follows:
COMPANY: ARROW MARKETING, INC.
0000 Xxx Xxxx, Xxxxx 000
Xxxxxx Xxxx, Xxxxxxx 00000
Attn: Xxxxxxx Xxxxxxxx, President
CLIENT: CHICKEN KITCHEN CORPORATION
0000 Xxxxxxx Xxx., Xxx. 000
Xxxxx, Xxxxxxx 00000
Attn: Christian DeBerdouare, President
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
ARROW MARKETING, INC.
BY: /s/ Xxxxxxx Xxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxx, President
CHICKEN KITCHEN CORPORATION
BY: /s/ Christian DeBerdouare
--------------------------------
Christian DeBerdouare, President
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MONEYWORLD MAGAZINE
ADVERTISING INSERT AGREEMENT
GULF ATLANTIC PUBLISHING INC.
THIS AGREEMENT is made this 25th day of August, 1997, between GULF ATLANTIC
PUBLISHING INC., a Florida corporation (hereinafter "GAP"), and CHICKEN KITCHEN
CORPORATION., (HEREINAFTER THE "CLIENT").
RECITALS
1. The Client wishes to retain GAP for an insert (AD) in MoneyWorld
Magazine.
2. GAP is willing to provide such services which are more fully described
herein.
NOW THEREFORE, in consideration of the mutual promises contained herein, it is
agreed as follows:
1. Furnishing of Information by Client. The Client shall furnish to GAP
information about the Client such as copies of disclosure and filing
materials, financial statements, business plans, promotional
information and background of the Client's officers and directors
("Information Package"). The Client understands that the sole purpose
for providing GAP with the Information Package is for utilization in
the preparation of the advertorial. GAP is not obligated to assess the
financial viability of the Client. GAP may rely on an assume the
accuracy of the Information Package.
2. Representations and Warranties of Client. The Client represents that
all information furnished to GAP shall disclose all material facts
necessary to make statements on behalf of the Client, which shall not
be misleading in any way.
3. Covenants of the Client. The Client covenants and warrants that any
information submitted for dissemination will be truthful, accurate, in
compliance with all copyright laws and all other applicable laws and
regulations and will not be submitted in connection with any improper
or illegal act or deed.
4. Based on the Information Package, GAP will perform the services more
fully described in Exhibit "A", and follow the procedures outlined
below 4(a), 4(b), and 4(c).
(a) Preparation of Proofs. GAP shall prepare proofs of the agreed
upon material and information, as set for dissemination, for
the Client's review and approval.
(b) Correction and Changes of Proofs. GAP shall make all
corrections and changes that the Client may request.
(c) Sign Offs. All approvals, corrections and change of proofs by
the Client shall be signed by a duly authorized representative
of the Client. The Client hereby designates the individual(s)
listed in Exhibit "C" hereof as authorized representatives for
purposes of paragraphs 4(a), (b) and (c), and GAP may rely
upon this designation.
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5. Compensation. Refer to Exhibit "B".
6. IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT THE ABOVE COMPENSATION
IN U.S. CURRENCY, OR FREE TRADING SHARES OF THE COMPANY, SHALL BE PAID
TIMELY UPON EXECUTION OF THIS AGREEMENT. GAP WILL RETAIN THE OPTION,
BUT IS NOT COMPELLED TO BEGIN ITS PERFORMANCE UNDER THIS AGREEMENT
UNTIL RECEIPT OF PAYMENT OF SUCH COMPENSATION IN U.S. CURRENCY OR FREE
TRADING SHARES.
7. Assumption of Liability and Indemnification. The Client assumes and
claims all responsibility and liability for the content of all
information disseminated on behalf of the Client which have been
approved by Client. The Client shall indemnify and hold GAP, its
subsidiaries, and parent company harmless from and against all demands,
claims, or liability arising for any reason, due to the context of
information disseminated on behalf of the Client. This indemnity shall
include any costs incurred by GAP including, but not limited to, legal
fees and expenses incurred, both in administrative proceedings, at
trial and appellate levels, in settlement of claims and payment of any
judgment against GAP.
8. Assignment and Delegation. Neither party may assign any rights or
delegate any duties hereunder without the other party's express prior
written consent.
9. Entire Agreement. This writing contains the entire agreement of the
parties. No representations are made or relied upon by either party,
other than those expressly set forth herein. Furthermore, the Client
understands that GAP makes no guarantees, assurances or representations
in regard to the results of the running of Advertising in the
publication entitled "MoneyWorld" magazine. No agent, employee or other
representative of either party is empowered to alter any of the above
terms, unless done in writing and signed by an executive officer of the
respective parties.
10. Controlling Law and Venue. This Agreement's validity, interpretation
and performance shall be controlled by and construed under the laws of
the State of Florida. The proper venue and jurisdiction shall be the
Circuit Court in Orange County, Florida.
11. Prevailing party. In the event of the institution of any legal
proceedings or litigation, at the trial level or appellate level, with
regard to this Agreement, the prevailing party shall be entitled to
receive from the non-prevailing party all costs, reasonable attorney's
fees and expenses.
12. Failure to Object not a Waiver. The failure of either party to this
Agreement to object to, or to take affirmative action, with respect to
any conduct of the other, which is in violation of the terms of this
agreement, shall not be construed as a waiver of the violation or
breach, or of any future violation, breach, or wrongful conduct.
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13. Notices. All notices or other documents under this Agreement shall be
in writing and delivered personally or mailed by certified mail,
postage prepaid, addressed to the representative or Company as follows:
Company: GULF ATLANTIC PUBLISHING INC.
0000 Xxx Xxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, President
CLIENT: CHICKEN KITCHEN CORPORATION
0000 Xxxxxxx Xxx., Xxxxx 000
Xxxxx Xxxxx, Xxxxxxx 00000
Attention: Christian DeBerdouare, President
14. Headings. Headings in this Agreement are for convenience only and shall
not be used to interpret or construe its provisions.
15. Time. For the purposes of this Agreement, time is of the essence.
16. Agreement Not To Hire. The Client understands and appreciates that GAP
has invested a tremendous amount of time, energy and expertise in the
training of its employees to be able to provide the very service that
Client desires. Client further understands that should an employee be
enticed to leave, then GAP will be damaged in an amount the parties are
incapable of calculating at this time. Therefore, the Client agrees not
to offer employment to any employee or subcontractor of GAP, nor to
allow any officer or director of Client to offer such employment with
Client or any other company with whom officers and directors of Client
are employed or hold a financial stake for a period of three (3) years.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
BY: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
President
BY: /s/ Christian DeBerdouare
--------------------------------
Christian DeBerdouare
President
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ADVERTISING INSERT ORDER
EXHIBIT "A"
I. ADVERTISING AND PRINTING SERVICES
A. MONEYWORLD MAGAZINE - Lead Generation mailing (1,000,000 - 1
Million print run total).
A minimum Eighteen page, four color magazine will be
created with a (select one):
[ ] $ 75,000 Junior Page
[ ] $100,000 1 Page Spread
[X] $200,000 4 Page Spread
advertorial dedicated to the Client.
Creative concept, color separations, copy work and
printing
1 Million copies Mailed (of which 30,000 copies will
be mailed to brokers).
B. GROWTH INDUSTRY REPORT - Four page, follow-up mail piece
designed for additional informational purposes that is mailed
to respondents. This piece will be given to the Client in
Final Art Form, for the Client to print and mail to
Respondents.
C. Lead. Tracking Summary maintained for all response leads
generated and provided.
D. Supply company with copies of all inquiries in either,
Diskette or Labels.
E. Supply company in separate Diskette or Labels, Broker
Inquiries.
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EXHIBIT "B"
PAYMENT AGREEMENT
made by and between
CHICKEN KITCHEN CORPORATION
and
GULF ATLANTIC PUBLISHING INC.
THIS AGREEMENT is made this 23rd day of June, 1997, and will serve as
confirmation of payment terms for services to be provided to CHICKEN KITCHEN
CORPORATION ("CLIENT") whereby GULF ATLANTIC PUBLISHING INC. ("GAP") has
agreed to perform said services as defined in the Advertising Insert Only"
TERMS
A. CLIENT will pay to CORPORATE RELATIONS GROUP, INC. the parent company
of GAP, the sum indicated below for the following services. Said
payment from the Client will be distributed to GAP:
[ ] $ 75,000 Junior Page
[ ] $100,000 1 Page Spread
[X] $200,000 4 Page Spread
B. This Agreement is subject to compliance with the rules of the
Securities and Exchange Commissions on which the Client is listed and
registered.
C. IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT THE ABOVE COMPENSATION
IN U.S. CURRENCY, OR FREE TRADING SHARES OF THE COMPANY, SHOULD BE PAID
TIMELY UPON EXECUTION OF THIS AGREEMENT. GAP WILL RETAIN THE OPTION,
BUT IS NOT COMPELLED TO BEGIN ITS PERFORMANCE UNDER THIS AGREEMENT,
PRIOR TO THE PAYMENT OF SUCH COMPENSATION IN U.S. CURRENCY OR FREE
TRADING SHARES.
D. In the event of termination of the Agreement by Client, GAP shall be
fully released and forever discharged by Client from any further
obligations or liabilities with respect to the Advertising Insert and
any results therefrom, save and except liabilities arising from GAP's
own negligence during the term of this Agreement. Concurrently, Client
shall be fully released and forever discharged by GAP from any and all
obligations of further payments or liabilities with respect to the
"Advertising Insert." This release in no way affects paragraph 7, page
2 of the "Advertising Insert."
E. Shares shall be made free trading through the registration that is
mutually agreed upon by the Company's attorney and GAP's attorney.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
BY: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
President
BY: /s/ Christian DeBerdouare
--------------------------------
Christian DeBerdouare
President
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EXHIBIT "C"
CHICKEN KITCHEN CORPORATION hereby designates the following person or persons
to act on its behalf for purposes of signing off on all copies pursuant to
Paragraph 4 of this Advertising Insert. GAP may rely upon the signature of any
of the following:
BY: /s/ Christian DeBerdouare Christian DeBerdouare
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Christian DeBerdouare Christian DeBerdouare
Director Director
BY: /s/ Christian DeBerdouare Christian DeBerdouare
-------------------------------- ------------------------------------
Christian DeBerdouare Christian DeBerdouare
President President
BY: /s/ Christian DeBerdouare Christian DeBerdouare
-------------------------------- ------------------------------------
Christian DeBerdouare Christian DeBerdouare
Vice President Vice President
