ALLIANCE ADVISORS, LLC (An Affiliate of Hayden Communications, Inc.) INVESTOR RELATIONS CONSULTING AGREEMENT
ALLIANCE
ADVISORS,
LLC
(An
Affiliate of Hayden Communications, Inc.)
THIS
CONSULTING AGREEMENT is made this 27th day of March 2006, by and between
BRANDPARTNERS GROUP, INC. (OTC BB: BPTR), a Delaware Corporation (hereinafter
referred to as the “Company” or “BPTR”), and Alliance Advisors, LLC (hereinafter
referred to as the “Consultant” or “AA”), an affiliate of Hayden Communications,
Inc. (“HC”).
EXPLANATORY
STATEMENT
The
Consultant has successfully demonstrated financial and public relations
consulting expertise, and possesses valuable knowledge, and experience in the
areas of business finance and corporate investor/public relations. The Company
believes that the Consultant’s knowledge, expertise and experience would benefit
the Company, and the Company desires to retain the Consultant to perform
consulting services in the
areas
described above for
the
Company.
NOW,
THEREFORE, in consideration of their mutual agreements and covenants contained
herein, and for other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and in further consideration of the affixation
by
the parties of their respective signatures and seals herein below, the parties
agree as follows:
I. CONSULTING
SERVICES
1.1 AA
agrees
that for a period of twelve (12) months commencing March 27, 2006, the
Consultant will reasonably be available during regular business hours to advise,
counsel and inform designated officers and employees of the Company about
providing comprehensive marketing and environmental solutions to 1,600 mainly
financial services companies at more than 28,000 retail locations throughout
the
United States. Additionally, AA shall provide advice to BPTR about the financial
marketplace, competitors, business acquisitions and other aspects of or
concerning the Company’s business about which AA has knowledge or
expertise.
1.2 AA
shall
render services to the Company as an independent contractor, and not as an
employee. All services rendered by AA on behalf of the Company shall be
performed to the best of AA’s ability in concert with the overall business plan
of the Company and the goals and objectives of Corporate Management and the
Board of Directors.
II. SCOPE
OF SERVICES/PROGRAMS/ACTIVITIES
AA
will
develop, implement, and maintain an ongoing stock market support system for
BPTR
with the general objective of expanding awareness in BPTR among stockbrokers,
analysts, micro-cap portfolio/fund managers, market makers, and the appropriate
financial & trade publications.
000
Xxxxx Xxxxxxx Xxxx
|
Xxxxx
000
|
Xxxxx Xxxxx, XX 00000 |
P
(000) 000-0000
|
F (000) 000-0000 |
1
1. PROFESSIONAL
INVESTMENT COMMUNITY AWARENESS
A.
|
Introductions
to professionals at select firms, with a focus on members of the
Financial
Community in various geographic regions, both in the United States,
Canada
and Europe. The targeted group of professionals, which would be drawn
from
our proprietary database of contacts will be a subset of the
following:
|
1.
|
Over
15,000 Equity Brokers
|
2.
|
Over
800 Analysts (Buy and Sell Side - both generalists and industry
specialists)
|
3.
|
Over
6,500 Micro-Cap Portfolio/Hedge Fund
Managers
|
4.
|
Over
120 Market Makers (both retail and
wholesale)
|
5.
|
Financial,
Trade and Industry Publications
|
B.
|
Introductions
to new fund managers and analysts (buy and sell side) through the
utilization of both Big Dough and other on-line tools such as StreetWise,
etc.
|
C.
|
Introductions
to High Net-Worth accredited investors who build positions in micro-cap
companies and are familiar with other quality companies, which AA
currently and previously
represented.
|
D.
|
Broker
conference calls/presentations arranged by AA in select cities (and
at
compatible times) with top management at BPTR. Cities we would schedule
meetings include New York, Boston, Dallas, Denver, Ft. Lauderdale,
Houston, Atlanta, Chicago, LA, Miami, Orange County, CA, San Diego,
San
Francisco, St. Louis, D.C., and other select
cities.
|
E.
|
All
interested parties will be continually updated of Client’s progress via
phone conversations and through our fax/e-mail list for news releases.
|
F.
|
AA
will screen all investment firms for upcoming financial conferences,
which
would be appropriate for BPTR. AA will work through the proper channels
with the goal of receiving invitations for management to present
at those
conferences, which are relevant.
|
2. SHAREHOLDER
COMMUNICATIONS
A.
|
Handle
investor requests for timely information via the telephone and e-mail.
AA
will have a knowledgeable associate available during market hours
to field
and respond to all investor inquiries in a timely manner. This is
a time
intensive service that allows management to focus on executing its
business plan.
|
B.
|
AA
will provide same day fulfillment for all investor package
requests.
|
C.
|
Quarterly
Conference Calls to accompany the earnings release. AA will assist
with
scripting these calls and monitoring the continuity to ensure a smooth
rollout for investors. Quarterly Interim-Reports including a “CEO Letter”
are an additional option to communicate with shareholders on a consistent
basis.
|
3.
|
MEDIA
RELATIONS
|
A.
|
Our
Media Department will develop a focus list of industry, trade and
financial publications and contact appropriate editors, review and
manage
editorial calendars for relevant upcoming articles.
|
B.
|
Financial
Newsletter campaign. AA will work with our many financial newsletter
editors and
publishers for a “Buy Recommendation” for BPTR. The newsletters we contact
have a paid subscription base of investors who focus solely on micro
cap
stocks and do not solicit compensation for coverage. A “Buy
Recommendation” can produce a great deal of new investor interest and
lends third party support and opinion. AA has been able to achieve
“Buy
Recommendations” for former and current clients in: The Kon-Lin letter,
The Conservative Speculator, Xxxx Xxxxx Digest, Xxxxxx Xxxxxxxxxxx’x
Special Investment Situations, The Patient Inve$tor, and Equities
Special
Situations. Other publications we have worked with and will introduce
BPTR
to include: The Red Chip Review, Investor’s Digest, The Quiet Investor,
Xxxxx Letter, High-Growth Newsletter, Bullish Investor, Low-Priced
Stocks,
and the Micro-Stock Digest.
|
000
Xxxxx Xxxxxxx Xxxx
|
Xxxxx
000
|
Xxxxx Xxxxx, XX 00000 |
P
(000) 000-0000
|
F (000) 000-0000 |
2
4.
|
THE
FINANCIAL PRESS
|
A.
|
AA
will assist senior management to draft and complete press releases
on all
material events as deemed by the Company. Management and corporate
counsel
will approve all releases before they are sent to the
wire.
|
B.
|
AA
will disseminate news releases through a Broadcast Fax and/or electronic
mail (e-
|
mail)
to
our established database of financial professionals including: special situation
analysts,
brokers, fund managers, individual investors, money managers, and current
or
prospective
individual shareholders who are already invested or have expressed an interest
in BPTR.
III. AGENDA
(Initial 180 days)
A.
|
Establish
a time line of expected corporate events.
|
B.
|
Generate
a two-page Corporate
Profile, which
clearly articulates BPTR’s current business and financial position, as
well as its strategy for future
growth.
|
C.
|
Assist
BPTR in updating its investor package and investor information via
the
company’s corporate Web site. Assist with Shareholders’ letter and
quarterly update.
|
D.
|
Assist
management in updating its PowerPoint presentation to utilize during
corporate presentations.
|
E.
|
Target
select brokers and micro-cap fund managers, which follow growth companies
that have a similar profile to BPTR.
|
F.
|
Expand
the number of market makers, which utilize retail
support.
|
G.
|
Plan
in house broker meetings/conference calls in select cities. Follow
up with
phone calls to gauge management’s effectiveness in articulating the story.
Give feedback and make appropriate changes to properly position the
company and growth opportunity.
|
H.
|
Target
newsletter editors and publishers for a “Buy Recommendation”. Focus on
Trade, Financial and Industry Publications for appropriate stories
on
BPTR’s services, attributes and value proposition to the marketplace.
|
I.
|
Target
“Buy” and “Sell” side analysts for a “Buy
Recommendation”.
|
J.
|
Maintain
and update the database to ensure that all press releases are faxed
and/or
|
e-mailed
to all interested professionals.
K.
|
Manage
all investor calls in a timely manner to facilitate the timely
distribution of corporate information. Focus on educating professional
shareholders, with the premise that an informed investor will become
a
longer-term investor.
|
L.
|
Contact
Brokerage Firms who hold conferences for the purpose of receiving
an
invitation for management to
present.
|
M.
|
Provide
progress reports to senior management when appropriate. Evaluate
achievements after the first 180 days and develop a new
agenda.
|
Many
of
the above items will occur simultaneously. Certain items will have chronological
priority over others, however for the most part agenda items will progress
in
unison throughout the initial 180-day period. As BPTR grows and evolves, we
will
recommend changes to the Agenda that compliment the growth. As the company
continues to execute its strategic plan by signing new installation contracts
and completing strategic acquisition, which will compliment its growth, we
will
target an expanded universe of brokers, analysts and portfolio/fund managers.
At
each stage of growth, the appropriate approach to the market will be
incorporated into the agenda for optimal results. A new formal Agenda will
be
created after the 180-day period, or earlier if necessary.
000
Xxxxx Xxxxxxx Xxxx
|
Xxxxx
000
|
Xxxxx Xxxxx, XX 00000 |
P
(000) 000-0000
|
F (000) 000-0000 |
3
Assuming
that BPTR’s efforts are leading ultimately to success and greater profitability,
the end results of this financial communication and awareness campaign should
be:
*
An
increase in the number of financial professionals (including brokers,
institutions and analysts) and
Individual
investors well educated and knowledgeable about BPTR: including senior
management,
the
company’s services, as well as its current financial condition and growth
opportunities.
*
An
increase in the number of articles printed in both trade and financial
publications.
*
An
increase in the liquidity of the common stock.
*
An
increase in BPTR’s market capitalization coupled with a broader, more diverse
shareholder base.
*
Easier
access to the capital markets, if additional capital is required.
IV. TERM
This
agreement shall remain in effect for a period commencing on the signature date
and terminating twelve months from signing date. At the six-month anniversary
either party will have the option to terminate the agreement with 30 days’
notice. In the event that AA commits any material breach or violation of the
provisions of this Agreement, then, the Client has the right to terminate this
agreement any time during the contractual period and/or any extension periods
after the initial contractual period.
V. COMPENSATION
Regarding
compensation, it is our intention to propose parameters that are mutually
acceptable to both BPTR and AA in order to accomplish our collective mission.
Based on a commitment of resources necessary to perform successfully on behalf
of BPTR for a period of twelve (12) months, Alliance Advisors, LLC proposes
the
following compensation terms:
Cash
and Equity
A.
|
Monthly
consulting and services fee of $8,400 payable upon execution of this
Agreement and at the twentieth of each month during the term of this
Agreement.
|
B.
|
Common
Stock: One Hundred Twenty Thousand (120,000) common shares shall
be
delivered during the first thirty days of this Agreement. In the
event
that AA does not complete the full one-year term of service, a pro-rata
portion of Eighty Thousand (80,000) shares shall be returned to BPTR.
AA
acknowledges that the New Shares have not been and will not be registered
under the federal Securities Act of 1933, as amended (the “Securities
Act”), or the securities laws of any state of the United States or any
other jurisdiction, and that the New Shares will constitute “restricted
securities” as defined in Rule 144 under the Securities Act (which Rule
144 permits sales after a 1-year restrictive term). The New Shares
are for
AA's own account for investment and not for the interest of any other
person and, except for subsequent sales as permitted under Rule 144
or
other exceptions from registration; AA is not purchasing the New
Shares
for resale to others or with a view to or for sale in connection
with any
distribution thereof. AA is an “Accredited Investor” (as that term is
defined in Rule 501 of Regulation D promulgated under the Securities
Act).
AA will not resell or otherwise dispose of the New Shares or any
interest
therein at any time unless (i) an exemption from registration is
available
and, if BPTR requests, BPTR receives an opinion of counsel reasonably
satisfactory to it that such exemption is available, or (ii) such
securities are subsequently registered under the Securities Act and
appropriate state securities laws. The shares shall be entitled to
piggyback registration rights.
|
000
Xxxxx Xxxxxxx Xxxx
|
Xxxxx
000
|
Xxxxx Xxxxx, XX 00000 |
P
(000) 000-0000
|
F (000) 000-0000 |
4
Expenses:
Only
expenses that would ordinarily be incurred by the Client will be billed back
on
a monthly basis. Applicable reimbursements would include: postage for investor
packages or research reports (if our office provides fulfillment), fees for
news
wire services (if our office disseminates news releases), and fees for
fax-broadcasting news releases. The Client shall provide AA all investor and
broker due-diligence packages. Any packages requiring additional
photocopying/printing will be billed back to the Client at cost (with no
xxxx-up). Any extraordinary items, such as broker lunch presentations, air
travel, hotel, ground transportation or media campaigns, etc. shall be paid
by
the Client, only with Client authorization prior to incurring any expenses.
Any
expenses over $500 within a calendar month shall be subject to pre-approval
by
the Company.
VI. Prior
Restriction.
AA
represents and covenants to the Company that AA is not subject to, or bound
by,
any agreement which sets forth or contains a restrictive covenant, the existence
or enforcement of which would in any way restrict or hinder AA from performing
the services on behalf of the Company that AA is herein agreeing to
perform.
VII. Assignment.
This
Agreement is personal to AA and may not be assigned in any way by AA without
the
prior written consent of the Company. Subject to the foregoing, the rights
and
obligations under this Agreement shall inure to the benefit of, and shall be
binding upon, the heirs, legatees, successors and permitted assigns of AA and
upon the successors and assigns of the Company.
VIII. Confidentiality.
Except
as
required by law or court order, AA will keep confidential any trade secrets
or
confidential proprietary information of the Company which are now known to
AA or
which hereinafter may become known to AA and AA shall not at any time directly
or indirectly disclose or permit to be disclosed any such information to any
person, firm, or corporation or other entity, or use the same in any way other
than in connection with the business of the Company. For purposes of this
Agreement, “trade secrets or confidential proprietary information” means
information unique to the Company, which has a business purpose and is not
known
or generally available to the public.
IX.
Default.
9.1 |
Except
for a claim or controversy arising under Section 6 of this Agreement,
any
claim or controversy arising under any of the provisions of this
Agreement
shall, at the election of either party hereto, be determined by
arbitration in New York in accordance with the rules of the American
Arbitration Association. The decision of the Arbitrator shall be
binding
and conclusive upon the parties. Each party shall pay its own costs
and
expenses in any such arbitration and the costs of filing for the
arbitration, and the fees of the arbitrator shall be shared equally
by the
parties.
|
9.2
|
In
the event the AA commits any material violation of the provisions
of this
Agreement, as determined by the Company in good faith, the Company
may, by
injunctive action, compel AA to comply with, or restrain AA from
violating, such provision, and, in addition, and not in the alternative,
the Company shall be entitled to declare AA in default hereunder
and to
terminate this Agreement and any further payments
hereunder.
|
9.3 |
Since
AA must at all times rely upon the accuracy and completeness of
information supplied to it by the Company’s officers, directors, agents,
and employees, the Company agrees to indemnify, hold harmless, and
defend
AA, its officers, agents, and employees at the Company’s expense, in any
proceeding or suit which may arise out of and/or due to any inaccuracy
or
incompleteness of such material supplied by the Company to AA.
|
000
Xxxxx Xxxxxxx Xxxx
|
Xxxxx
000
|
Xxxxx Xxxxx, XX 00000 |
P
(000) 000-0000
|
F (000) 000-0000 |
5
X.
Severability
and Reformation.
If any
provision of this Agreement is held to be illegal, invalid, or unenforceable
under present or future law, such provision shall be fully severable, and this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision were never a part hereof, and the remaining provisions
shall remain in full force and shall not be affected by the illegal, invalid,
or
unenforceable provision, or by its severance.
XI.
Notices.
Any
notices required by this Agreement shall (i) be made in writing by hand
delivery, by certified mail, return receipt requested, with adequate postage
prepaid, or by overnight courier delivery service for the next day delivery
(ii)
be deemed given when so delivered, two days after mailing, or the day following
delivery to the overnight courier delivery service, and (iii) in the case of
the
Company, be mailed to its principal office at 00 Xxxx Xxxxxx, Xxxxxxxxx, XX
00000 or in the case of AA, be mailed to 000 Xxxxx Xxxxxxx Xxxx, Xxxxx 000,
Xxxxx Xxxxx, XX 00000.
XII.
Miscellaneous.
12.1
This
Agreement may not be amended, except by a written instrument signed and
delivered by the parties hereto.
12.2
This
Agreement constitutes the entire understanding between the parties hereto with
respect to the subject matter hereof, and all other agreements relating to
the
subject matter hereof are hereby superseded.
12.3
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of New York.
IN
WITNESS WHEREOF, the parties have executed, under seal this Consulting Agreement
as of the day and year first above written.
AGREED:
By: /s/ | By: /s/ | ||
Xxxx Xxxxxxxxx, Principal |
Xxxxx X. Xxxxxx, CEO |
||
Alliance Advisors, LLC | BRANDPARTNERS GROUP, INC. |
/s/ | |||
Xxxxxxx Xxxxxx, Principal |
|||
Alliance Advisors, LLC | |||
Date: _________________________ | Date: __________________________________ |
000
Xxxxx Xxxxxxx Xxxx
|
Xxxxx
000
|
Xxxxx Xxxxx, XX 00000 |
P
(000) 000-0000
|
F (000) 000-0000 |
6