Exhibit 10.101
Lead Generation/Corporate Relations Agreement
LEAD GENERATION / CORPORATE RELATIONS AGREEMENT
THIS AGREEMENT is made this 22nd day of July, 1998, between CORPORATE
RELATIONS GROUP, INC., a Florida corporation (hereinafter "CRG"), and PLAY CO.
TOYS & ENTERTAINMENT CORP., a Delaware 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 periodically to inform CRG of any materials,
events, etc. 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 the
information included in the Information Package furnished to CRG shall include
information provided in the Company=s SEC filed reports and public information.
3. Covenants of the Client and CRG. The Client covenants and warrants that
any information provided in the Information Package for dissemination will to
its knowledge be truthful, accurate, in compliance with all copyright and all
other applicable laws and regulations and will not be submitted in connection
with any intended improper or illegal act or deed. CRG covenants and warrants
that it nor any of its affiliates, associates, employees or consultants shall
disseminate any information not either provided in the Client=s public filings
or in accordance with Paragraph 4 herein.
Services.
For a period of sixty (60) months, pursuant to the terms hereof, CRG=s
services shall specifically include delivery and performance of items listed in
Exhibit AA@, which is incorporated into this Agreement and making oral
representations on behalf of the Client the parties shall follow the following
procedures: (a) Preparation of Proofs. CRG shall prepare written 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. 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. CRG shall use its best efforts to perform all items
listed in Exhibit AA@ hereto, in a timely and efficient manner.
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 in accordance with
Exhibit AB@.
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 proceedings,
at trial and appellate levels, in settlement of claims and payment of any
judgment against CRG. CRG for its part shall indemnify the Client against any
and all publication of erroneous facts or figures done without Client=s prior
written approval or against any acts of CRG employees promoting the Client, in
the course and scope of their employment, which may be illegal. This
indemnification shall include the payment of attorney=s fees if any suit is
filed and the subsequent costs of said suit.
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 material violation of rules promulgated by any criminal
regulation or the Securities Exchange Commission. Illegal activity per se shall
include but not be limited to the release by the Company of knowingly false
information or the illegal payment of any securities or money to brokers; not to
include any payment made under this agreement. In the event of such action by
the Company, CRG will be entitled to retain any and all monies prior paid.
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.
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.
CRG is not an Agent or Employee of the Client. CRG=s obligations under this
Agreement are solely as a an independent contractor. In no event shall CRG be
considered to act as an employee or agent of Client or otherwise represent or
bind Client. All final decisions with respect to acts of Client, whether or not
made pursuant to or in reliance on information or advice furnished by CRG in
this Agreement, shall be those of Client. CRG=s employees or agents shall under
no circumstances be liable for any expense incurred or loss suffered by Client
as a consequence of such action or decisions.
Expenses. Client shall not be responsible for any expenses not pre-approved
in writing. All expenses incurred by CRG for performance under this Agreement,
including the delivery of the items described in Exhibit AA@, shall be borne by
CRG, except as specifically addressed in this Agreement and pre-approved by
Client.
Confidential Information. AConfidential Information@ means any proprietary
information, technical data or know-how disclosed to CRG by Client, either
directly or indirectly in writing, orally, by drawing, or by inspection or other
tangible items. Confidential information shall include, without limitation, all
intellectual property; business relationships and plans; product, research;
financial projections and plans; of Client disclosed to or discussed with CRG.
CRG agrees not to use any of Client=s or any of its parent or sibling companies=
confidential information for its own uses or for any purpose except to carry out
discussions or a business understanding between Client and CRG. CRG agrees not
to disclose any of Clients confidential information to any third party and, that
they will take all reasonable measures to protect the secrecy of and avoid
disclosure of confidential information. CRG acknowledges that nothing contained
in this Agreement will be construed as granting any rights, by license or other
otherwise, to any of Client=s or its parent or sibling companies= confidential
information.
17. 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: PLAY CO. TOYS & ENTERTAINMENT CORP.
000 Xxxxxxxxx Xxxxx
Xxx Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, President & CEO
18. Headings. Headings in this Agreement are for convenience only not be
used to interpret its provisions.
19. Time. For all intents and purposes, time is of the essence with this
Agreement.
20. 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: __________________________
Xxxxxx X. Xxxxxx
President
PLAY CO. TOYS & ENTERTAINMENT CORP.
BY: __________________________
Xxxxxxx X. Xxxxx
President/CEO
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EXHIBIT "A"
The Corporate Relations Services to be provided by CRG for a sixty (60)
month period are as follows:
ADVERTISING and PRINTING SERVICES
A. MoneyWorld Magazine - Lead Generation mailing (300,000 print run total)
A four color magazine, MoneyWorld Magazine will be created in which the
following advertorials will be dedicated to the Client: Four page advertorial in
two (2) separate issues and; Junior Page advertorial in four (4) separate
issues.
FinancialSentinel B Lead Generation mailing (minimum 100,000 print run
total) The following advertorials will be dedicated to the Client in the
Financial Sentinel: Two Page advertorial in two (2) separate issues and; One
Page advertorial in three (3) separate issues.
C. Growth Industry Report B Four-page, two-color follow-up mail pieces
designed for additional informational purposes, that is mailed to MoneyWorld
respondents. A total of 15,000 will be printed.
D. 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 AClient@. This process will begin immediately upon CRG receiving the
payment as stipulated in Exhibit AB@ 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 AClient@ in training of these Core
Brokers. The Client will cover all expenses of the Core Broker meeting. Client
will have prior approval of all expenses and will arrange the meeting.
E. Public relations exposure to newsletter writers, trade and financial
publications. The Client shall be totally responsible for all travel expenses
for the purpose of two (2) due diligence trips of the Company by financial
newsletter writers and/or brokers. The Client will have total pre-approval
rights on these trips.
F. Inclusion as a featured "Lead Generator of the Month" in Confidential
Fax Alert, a newsletter transmitted by fax to over 8,000 Brokers.
Preparation of a Broker Bullet Sheet to be sent to every broker who shows
interest in working the leads and the stock.
Lead Tracking Summary maintained for all response leads generated and
provided to the AClient@ upon request.
Press releases B Up to four (4) press releases included which may be
extended at the option of the AClient@, at the Client=s expense.
Road Shows - Locations to be determined. Client will cover all expenses of
Road Shows. Client will have prior written approval of those expenses.
Advertising on MoneyWorld web site for a period of 60 days (the advertising
will parallel to an advertorial in MoneyWorld magazine).
Introduction to our web site company. Additional assistance is available to
the Client related to web site development and maintenance.
L. Arrow Marketing, Inc., a sister company of CRG, will produce at its cost
due diligence packages for the Client. CRG will then distribute at its own cost
the due diligence packages to all inquiring brokers. The Client shall supply the
necessary information and possible third party brochure and catelogs for this
package.
M. CRG targets a minimum of 3% return of qualified investor leads
specifically generated for the Company.
N. Assistance in reviewing documentation to be sent to brokers.
O. "Client" agrees to send CRG, DTC sheets on a weekly basis.
"Client" agrees to provide CRG with a complete shareholders list on a
semi-annual basis.
"Client" agrees to provide CRG with a list of Blue Sky states on their
attorney's letterhead.
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EXHIBIT "B"
PAYMENT AGREEMENT
made by and between
PLAY CO. TOYS & ENTERTAINMENT CORP.
and
CORPORATE RELATIONS GROUP, INC.
THIS AGREEMENT is made this 22nd day of July,1998, and will serve as
confirmation of payment terms for services to be provided PLAY CO. TOYS &
ENTERTAINMENT CORP. ("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, ONE HUNDRED THOUSAND DOLLARS ($100,000 U.S. cy)
upon the execution of this agreement. The Client shall also issue 50,000 shares
of Series E preferred stock.
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 for which a
registration statement has been filed, 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. Shares shall be made free trading through the registration that is
mutually agreed upon by the "Client's" attorney and CRG's attorney.
Client shall issue options to CRG as outlined below in accordance with
option agreements to be delivered with this Agreement. Amount Price 350,000
shares of Common Stock at $0.78125 400,000 shares of Series E Preferred Stock at
$2.25
G. Duration of Options The Client further agrees that the options stated in
terms "F" of this Exhibit shall be obtainable by CRG in 1/3 increments of the
total options. These options shall be applied as follows: 1/3 of the options
shall be exercisable for a period of 60 days commencing on the date the
registration is declared effective as referenced in Paragraph H hereto and; 1/3
of the options shall be exercisable for a period of 60 days commencing 60 days
after the registration is declared effective and; the remaining 1/3 of the
options shall be exercisable for a period of 240 days commencing 120 days after
the registration is declared effective.
H. The Client further agrees to register all Common Stock and Series E
Preferred Stock stated herein under the appropriate registration such as an S-3
for the above mentioned stock within 30 days from the signing of this contract.
Said shares shall be effective no later than 120 days from said registration.
Should the Client fail to affect the appropriate registration within the
aforementioned time, the Client and CRG agree that CRG shall be entitled to an
additional 10% penalty of the option shares.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
CORPORATE RELATIONS GROUP, INC.
BY: ________________________________ ________________________
Xxxxxx X. Xxxxxx Witness
President
PLAY CO. TOYS & ENTERTAINMENT CORP.
BY: ________________________________ _________________________
Xxxxxxx X. Xxxxx Witness
President/CEO
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EXHIBIT "C"
PLAY CO. TOYS & ENTERTAINMENT CORP. 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:
_____________________________
DIRECTOR (PLEASE SIGN) DIRECTOR (PLEASE PRINT)
______________________________
PRESIDENT (PLEASE SIGN) PRESIDENT (PLEASE PRINT)
______________________________
VICE PRESIDENT (PLEASE SIGN) VICE PRESIDENT (PLEASE PRINT)
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