AGREEMENT
THIS AGREEMENT made and entered into at Columbus, Ohio this ____ day
of __________, 1998, by and between Merchants Financial, an Ohio corporation
with its principal place of business located at 0000 XxXxxxxxx Xxxxxxxxx,
Xxxxxxxx, Xxxx 00000 (herein referred to as "Merchants") and Gasel
Transportation Lines, Inc., an Ohio corporation, with its principal place of
business on Xxxxx Xxxxx 0, Xxxxxxxx, Xxxx 00000 (hereinafter referred to as
"Gasel").
RECITALS:
1. Merchants has been engaged in the securities business for
approximately the past 10 years and has a vast experience in the
marketing and promotion of small capital company securities.
2. Merchants is engaged in the business of promoting small
capital companies to potential investors through communications with
securities broker-dealers, analysts, money managers, institutional
money managers, and financial publications, preparation of press
releases, consulting on shareholder relations and related items to help
promote and generate interest in small capital public companies and
their securities.
3. Gasel is a small capital company with publicly traded
common shares that is desirous of having information about the company
disseminated in order to help generate interest in and promote the
purchase and sale of its securities by the public.
NOW, THEREFORE, the parties hereto agree as follows:
1. Gasel hereby engages Merchant and Merchant hereby accepts such
engagement by Gasel to perform the services set forth hereinbelow.
2. Merchants agrees to provide to and/or for Gasel the following
consulting and promotional services: preparation of a research report about
Gasel and updating it quarterly comparing Gasel to other publicly traded
companies in a similar situation to Gasel with respect to the fundamentals of
the company and the price of its common shares in the market; dissemination
of the research report updates and other news releases about Gasel to
broker-dealers, securities analysts, money managers, institutional money
managers, financial publications, and other appropriate persons in the
Central Ohio, Marietta, Ohio and other areas that may have customers who
might be interested in purchasing common shares in Gasel; contacting NASD
broker dealers regarding Gasel and in an attempt to generate interest in such
broker-dealers having their customers buy and sell shares in Gasel;
consulting with Gasel regarding financial matters and shareholder relations,
including suggestions regarding shareholder communications and the
preparation thereof; and generally providing such other services as may
result in
increasing the number of shareholders in Gasel and the volume in the number
of shares of Gasel being traded in the securities markets, and generally
doing such things as shall be necessary to accomplish such goals.
3. In consideration for providing such services to Gasel, Gasel
shall sell to Merchants a warrant at 50 cents ($0.05) per share for the right
to purchase 25,000 of its common shares from Gasel at a purchase price at
$5.50 per share, such warrant to be exercisable at any time within a year
from the date of the issuance of the warrant. Gasel shall be responsible for
the registration of the common shares of Gasel with The Securities and
Exchange Commission and/or the State of Ohio in the event that Merchants
shall desire to make such securities marketable to the public.
4. The term of this agreement shall be for a period of one year (1)
commencing with the execution of this agreement.
5. Upon request, Merchants shall furnish Gasel a list of persons
contacted by Merchants in Merchants promotional efforts on behalf of Gasel.
IN WITNESS WHEREOF, the parties hereto have executed this agreement
this ____ day of ____________, 1998.
Merchants Financial Gasel Transportation Lines, Inc.
By______________________________ By______________________________
Xxxxxxxxxxx X. Xxxxx, President Xxxxxxx X. Post, President
