LEAD GENERATION / CORPORATE RELATIONS AGREEMENT
THIS AGREEMENT is made this 13th day of March, 1997, between CORPORATE RELATIONS
GROUP, INC., a Florida corporation (hereinafter "CRG"), and XXXXXXXXX BREWING
CO., (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.
RV KB
-----,---
Initials
-1-
4. Based on the Information Package. CRG will perform the services more fully
described in Exhibit "A" for a period of sixty (60) months pursuant to the
terms hereof, which services shall specifically include CRG 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. 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 this paragraph 4(a), (b)
and (c); and CRG may rely upon this designation.
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 it's 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 context 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
proceeds, at trial and appellate levels, in settlement of claims and payment
of any judgment against CRG.
8. Assignment and Delegation. Neither party may assign any rights or delegate
any duties hereunder without the other party's express prior written
consent.
RV KB
-----,---
Initials
-2-
9. 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.
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.
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: CORPORATE RELATIONS GROUP, INC.
0000 Xxx Xxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, President
CLIENT: XXXXXXXXX BREWING COMPANY
0000 Xxxxxxxxx Xxxx.
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, Chairman/CEO
14. Headings. Headings in this Agreement are for convenience only and shall not
be used to interpret or construe its provisions.
15. Time. For all intents and purposes, time is of the essence with this
Agreement.
16. 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/ Xxxxxxx X. Xxxxxx BY: /s/ Xxxxx X. Xxxxxx III
------------------------- ------------------------
Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx III
President Consultant
XXXXXXXXX BREWING COMPANY
BY: /s/ Xxxxx X. Xxxxxxx
-------------------------
Xxxxx X. Xxxxxxx
Chairman/CEO
-4-
EXHIBIT "A"
The Corporate Relations Services to be provided by CRG for a sixty (60) month
period are as follows:
I. ADVERTISING and PRINTING SERVICES
A. MoneyWorld Magazine - Lead Generation mailing (300,000 print run total
for the sixty month period)
o Twenty-Eight page, four color magazine will be created of which a
four page advertorial will be dedicated to the Client.
o Creative concept, color separations, copy work and printing
o 300,000 to be mailed
B. Growth Industry Report - Four page, four color follow-up mail piece
designed for additional informational purposes that is mailed to
respondents. A total of 15,000 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 "XXXXXXXXX BREWING COMPANY." 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. This will last for two days, which will
include; a show and tell from the top management of "XXXXXXXXX BREWING
COMPANY" in intense training of these core brokers.
D. Public relations exposure to newsletter writers, trade publications and
financial gurus. At CRG's discretion, it will pay for any special
reports that may be required. 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. (As soon as
possible).
G. Lead Tracking Summary maintained for all response leads generated and
provided.
H. Follow-up with shareholders, brokers, funds and institutions.
RV KB
-----,---
Initials
-1-
EXHIBIT "B"
PAYMENT AGREEMENT
made by and between
XXXXXXXXX BREWING COMPANY
and
CORPORATE RELATIONS GROUP, INC.
THIS AGREEMENT is made this 13th day of March, 1997, and will serve as
confirmation of payment terms for services to be provided XXXXXXXXX BREWING CO.,
("CLIENT") 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, SIX HUNDRED FIFTY THOUSAND DOLLARS ($650,000 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 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 it's 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, CRG shall be fully
released and forever discharged by Client from any further obligations or
liabilities with respect to the "Lead Generation/Corporate Relations
Agreement" and any results therefrom, save and except 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
Point #7, Page 2 of the "Lead Generation/Corporate Relations Agreement."
RV KB
-----,---
Initials
-1-
EXHIBIT "B"
continued
E. Shares shall be made free trading through the registration that is mutually
agreed upon by the Company's attorney and CRG's attorney.
F. Company shall issue options to CRG as outlined below.
Amount Price Duration
------ ----- --------
100,000 shares at $4.00 One (1) year from the date of this Agreement
100,000 shares at $4.80 Two (2) years from the date of this Agreement
100,000 shares at $5.60 Three (3) years from the date of this Agreement
100,000 shares at $6.40 Four (4) years from the date of this Agreement
100,000 shares at $7.20 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 a period of 120 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 then 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/ Xxxxxxx X. Xxxxxx BY: /s/ Xxxxx X. Xxxxxx III
------------------------- ------------------------
Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx III
President Consultant
XXXXXXXXX BREWING COMPANY
BY: /s/ Xxxxx X. Xxxxxxx
-------------------------
Xxxxx X. Xxxxxxx
Chairman/CEO
-2-
EXHIBIT "C"
XXXXXXXXX BREWING COMPANY 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 Corporation Relations Agreement. CRG may rely upon the
signature of any of the following:
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
--------------------------------------- ----------------------------------
CHAIRMAN & CHIEF EXECUTIVE OFFICER DIRECTOR (PLEASE PRINT)
--------------------------------------- ----------------------------------
PRESIDENT (PLEASE SIGN) PRESIDENT (PLEASE PRINT)
--------------------------------------- ----------------------------------
VICE PRESIDENT (PLEASE SIGN) VICE PRESIDENT (PLEASE PRINT)
