EXHIBIT 4.11
MARKETSHARE RECOVERY, INC.
00 Xxxxxxxxxxx Xxxx (Xxxxx
000) Xxxxxxxx, Xxx Xxxx 00000
PH: (631) 385-0007
FX: (000) 000-0000
xxx.xxxxxxxxxxxxxxxxxxx.xxx
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CONSULTING AGREEMENT
This Agreement (the "Agreement") is dated October 29, 2003 and is entered into
by and between XXXXXXXX TECHNOLOGIES (MRKL)), hereinafter referred to as
("CLIENT") and MarketShare Recovery, Inc./ Xxxxxx Xxxxxx / Xxxxxx Xxxxx / ,
hereinafter referred to as ("MSRY").
1. CONDITIONS. This Agreement will not take effect, and MSRY will have no
obligation to provide any service whatsoever, unless and until CLIENT returns a
signed copy of this Agreement to MSRY (either by mail or facsimile copy). CLIENT
shall be truthful with MSRY in regard to any relevant material regarding CLIENT,
verbally or otherwise, or this entire Agreement will terminate and all monies
paid shall be forfeited without further notice.
Upon execution of this Agreement, CLIENT agrees to cooperate with MSRY in
carrying out the purposes of this Agreement, keep MSRY informed of any
developments of importance pertaining to CLIENT's business and abide by this
Agreement in its entirety.
2. SCOPE AND DUTIES. During the term of this Agreement, MSRY will perform the
following services for CLIENT:
2.1 DUTIES TO BE PERFORMED FOR CLIENT
o Client allowed unparalleled access to active investors and a
channel to communicate with new or existing shareholders. We
use various channels to reach individual and professional
investors worldwide.
o Editorial Write up (Journalist will interview the CEO of our
client firm(s), and do an in-depth article on the firm(s)
potential as well as the particular industry's growth
potential.
o Initiate through a introduction independent research coverage,
as example, xxx.xxxxxxxxxxxxxx.xxx
o Client to be featured on a internet-based talk radio and
corporate radio show(s).
o Send out company profile(s) to databases.
o Developing innovative, results-oriented communication
campaigns. We work with our clients to build solutions that
allow companies to maximize their efforts across all mediums,
allowing us to provide each of our clients individually
tailored solutions to help them disseminate their messages.
o Assistance in distribution of company news as appropriate and
in concert with milestones and newsworthy events to MSRY's
press contacts database.
o Make introductions to professionals in various industries,
giving us the ability to be leaders not laggards, to be
proactive not reactive. The importance of our relationship
building cannot be underestimated, as it represents an
intangible value to the many clients who require us to have
frequent contact with above.
o Will help Consult in the areas of: identifying other
company(ies) as potential partners for technology development
and enhancement.
o Will help Consult in the area of business strategy.
o Xxxx Xxxxxx will concentrate on
A fully dedicated server for 12 months running 24-7.
4 press releases per month each to our 10 million financial
databases, which will contain 35,000 Media contacts,
journalists and editors of major financial publications.
We will also supply 4 editorial pieces written by Xxxxx
Xxxxxxxx One every 3 months. Xxxxx will do an extensive
interview with the CEO and base her story on the companies
strong points and how it fits into their sector. This
editorial will be mailed to the entire 10 million subscribers.
Xxxxx will also host a live Internet interview with the CEO On
Voice America every 3 months. This show gets about 4 million
hits per month and is an excellent way to put a personal touch
to the companies story. You will also be provided with a link
for your site and the show will also be listed in the archives
at xxx.xxxxxxxxxxxxxxxxxxx.xxx. The archives receive an
additional 2 million hits per month.
We will also provide a fax blast to 40,000 subscribers
consisting of Institutions, Market makers and Retail
investors. These blasts will be every 2 weeks and we will send
a press release of your choice.
We feel this campaign can help your company reach a large
number of investors and give them a chance to get to know your
companies story and build a history of trust.
o As we all know in today's financial climate you
really need to keep the investor informed and allow
them the time they need to make an educated judgment
on your company.
Xxxxxx Xxxxx will concentrate on:
1-EXPLORE ROLLUPS AND ACQUISITIONS FOR MRKL GLOBALLY.
2-ARRANGE FUNDING SOURCES EITHER THROUGH OUR OWN SOURCES OR AFFILIATE SOURCES.
3-ASSIST IN CREATING ADDITIONAL REVENUES FOR MRKL BY WAY OF JVs OR SYNERGIES
HERE AND ABROAD.
4-HELPING WITH MARKET DEVELOPEMENT and Exposure.
b-NEWS LETTER AND RESEARCH WRITERS (RW) THE XXXXXX.XXX & OTHERS.
c-INTRODUCTION TO INSTITUTIONS FOR LIQUIDITY, OF COURSE SUBJECT TO COMPLETE DD
d-ASSISTING WITH MMs
4-INTRODUCING MRKL TO TOP NOTCH IB, LAW AND ACCOUNTING FIRMS.
5-ARRANGING DEBT INSTRUMENTS, STOCKLOANS, ASSET PURCHASES, ETC, OR OTHER
INSTRUMENTS AS TO BE MUTUALLY AGREED TO.
2.2 ADVICE AND COUNSEL. MSRY will provide advice and counsel regarding
CLIENT's strategic business and financial plans, strategy and
negotiations with potential lenders/investors, joint venture, corporate
partners and others involving financial and financially-related
transactions.
2.3 INTRODUCTIONS TO THE INVESTMENT COMMUNITY. MSRY has a familiarity or
association with numerous funding sources across the country and will
enable contact between CLIENT and/or CLIENT's affiliate to facilitate
business transactions among them. MSRY shall use its contacts in the
community to assist CLIENT in establishing relationships, as the CLIENT
may warrant.
2.4 CLIENT AND/OR CLIENT'S AFFILIATE TRANSACTION DUE DILIGENCE. MSRY will
assist in due diligenece phases as requested.
2.5 ADDITIONAL DUTIES. CLIENT and MSRY shall mutually agree upon any
additional duties that MSR may provide for compensation paid or payable
by CLIENT under this Agreement. Although there is no requirement to do
so, such additional agreement(s) may be attached hereto or in the
future.
2.6 STANDARD OF PERFORMANCE. MSRY shall devote such time and efforts to the
affairs of the CLIENT as is reasonably necessary to render the services
contemplated by this Agreement. MSR is not responsible for the
performance of any services, which may be rendered hereunder if the
CLIENT fails to provide the requested information in writing prior
thereto. The services of MSRY shall not include the rendering of any
legal opinions or the performance of any work that is in the ordinary
purview of a certified public accountant. MSRY cannot guarantee results
on behalf of CLIENT, but shall use commercially reasonable efforts in
providing the services listed above. If an interest is expressed in
satisfying all or part of CLIENT's financial needs, MSRY shall notify
CLIENT and advise it as to the source of such interest and any terms
and conditions of such interest. MSRY will in no way act as a
"broker-dealer" under state securities laws. Because all final
decisions pertaining to any particular investment are to be made by
CLIENT, CLIENT may be required to communicate directly with potential
funding sources.
3. COMPENSATION TO MSRY. CLIENT will pay for services described herein.
1. Within five (5) days of the signing of this agreement, the
client will pay the following in lieu of $ 250,000 cash.
Client will pay
value based on the closing bid price at date of signing. The
distribution is as follows: 60% to MarketShare Recovery, 30%
to Xxxxxx Xxxxxx, and 10% to Xxxxxx Xxxxx. Certificates
(restricted 144 stock) to be endorced as such above, and to be
freely tradable in one (1) year. Please forward the
Certificates to MarketShare Recovery Inc., 00 Xxxxxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxx, Xxx Xxxx, 00000, Att: Xxxxxx
Xxxxxx., and Xxxxxx Xxxxxx will distribute to parties
accordingly.
3.2 FEES FOR DIRECT INVESTMENT, MERGER/ACQUISITION. In the event that Xxxxxx
Xxxxxx / MSRY, on a non-exclusive basis, introduces CLIENT or a CLIENT affiliate
to any third party funding source(s), underwriter(s), merger partner(s) or joint
venture(s) who then enters into a funding, underwriting, merger, joint venture
or similar agreement with CLIENT or CLIENT's affiliate, CLIENT hereby agrees to
pay Xxxxxx Xxxxxx / Xxxxxx Xxxxx consultant fees, to be agreed upon. Consultant
fees are deemed earned and shall be due and payable at the first close of the
transaction, however, in certain circumstances when payment of consultant fees
at closing is not possible, within 24 hours after CLIENT has received the
proceeds of such investment shall payment occur. This provision shall survive
this Agreement for a period of one year after termination or expiration of this
Agreement. In other words, the consultant fee shall be deemed earned and due and
payable for any funding, underwriting, merger, joint venture or similar
transaction which first closes within a year of the termination or expiration of
this Agreement as a result of an introduction as set forth above.
A. DIRECT INVESTMENT. For a direct investment or loan made to CLIENT by a
third party investor / lender either introduced to CLIENT by Xxxxxx
Xxxxxx / Xxxxxx Xxxxx / STOCKSONTHEWEB / RESEARCH WORKS / Xxxx Xxxxxx
or which contacted CLIENT directly as a result of MSRY's efforts,
CLIENT shall pay Xxxxxx Xxxxxx / Xxxxxx Xxxxx a introduction fee of 8%
of total investment or loan amount received by CLIENT from the third
party investor / lender. If Stock is used for a hypothecation
[EXCLUDING 144 STOCK LOAN], Xxxxxx Xxxxxx / Xxxxxx Xxxxx shall be
entitled to 10% of the total stock used for the loan. These fees are
not intended to be cumulative and are to be considered separate for
individual transactions.
4. TERM. TERM OF AGREEMENT twelve (12) months. .
5. NON CIRCUMVENTION. In and for valuable consideration, CLIENT hereby
agrees that MSRY may introduce (whether by written, oral, data, or
other form of communication) CLIENT to one or more opportunities,
including, without limitation, existing or potential investors,
lenders, borrowers, trusts, natural persons, corporations, limited
liability companies, partnerships, unincorporated businesses, sole
proprietorships and similar entities (an ""Opportunity"" or
"Opportunities""). CLIENT further acknowledges and agrees that the
identity of the subject Opportunities, and all other information
concerning an Opportunity (including without limitation, all mailing
information, phone and fax numbers, email addresses and other contact
information) introduced hereunder are the property of MSRY, and shall
be treated as confidential information by CLIENT, it affiliates,
officers, directors, shareholders, employees, agents, representatives,
successors and assigns. CLIENT shall not use such information, except
in the context of any arrangement with MSRY in which MSRY is directly
and actively involved, and never
without MSRY's prior written approval. CLIENT further agrees that
neither it nor its employees, affiliates or assigns, shall enter into,
or otherwise arrange (either for it/him/herself, or any other person or
entity) any business relationship, contact any person regarding such
Opportunity, either directly or indirectly, or any of its affiliates,
or accept any compensation or advantage in relation to such Opportunity
except as directly though MSR, without the prior written approval of
MSRY. MSRY is relying on CLIENT's assent to these terms and their
intent to be bound by the terms by evidence of their signature. Without
CLIENT's signed assent to these terms, MSRY would not introduce any
Opportunity or disclose any confidential information to CLIENT as
herein described.
6. ARBITRATION. The parties herein agree to arbitrate any dispute pursuant
to the guidelines set forth by the American Arbitration Association.
NOTE: IF ANY PARTY SHALL INSTITUTUTE ANY COURT PROCEEDING IN AN EFFORT
TO RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR
SHALL UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION FORUM,
OVER ANY MATTER WHICH IS THE SUBJECT OF THIS AGREEMENT, THE PREVAILING
PARTY SHALL BE ENTITLED TO RECOVER FROM THE LOSING PARTY ITS LEGAL FEES
AND ANY OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE DEFENSE
OF SUCH LEGAL PROCEEDING OR ITS EFFORTS TO ENFORCE ITS RIGHTS TO
ARBITRATION AS PROVIDED FOR HEREIN.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.
XXXXXX XXXXXX
BY: /s/ Xxxxxx Xxxxxx DATED:
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Xxxxxx Xxxxxx
CLIENT:
XXXXXXXX TECHNOLOGIES (MRKL)
By: DATED:
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Signature
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