PUBLIC RELATIONS SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of March,
2000, by and between XXXXX "XXXXXXX" XxXXXX d/b/a "SMALL POTATOES" (hereinafter
referred to as "Lazarus") and CYCLODEXTRIN TECHNOLOGIES DEVELOPMENT, INC.
(hereinafter referred to as "Client").
RECITALS:
X. Xxxxxxx offers a variety of Internet and e-mail public
relations services designed to educate and inform individuals
and/or companies about Client's business and the investment
opportunity represented by an investment in Client's publicly
traded stock.
B. Client is a corporation with publicly traded stock.
C. Client desires to engage Lazarus for the purpose of having
Lazarus perform Internet and/or e-mail public relation
services to the end that individuals and companies become more
knowledgeable about Client, Client's business and the
opportunity presented by an investment in Client's publicly
traded stock.
NOW, THEREFORE, the parties agree as follows:
1. Client hereby engages Lazarus and Lazarus accepts such engagement
for the purpose of rendering Internet and/or e-mail public relations services as
described herein.
2. Lazarus is the web host of the "small potatoes" website
(xxx.xxxxxxxxxxxxx.xxx) and agrees to post information concerning Client,
Client's business and Client's publicly traded stock on the "Small Potatoes"
website. Lazarus further agrees to distribute a business profile of Client and
other business information concerning Client to individuals and companies
through and by way of an e-mail newsletter periodically published and
transmitted by Lazarus. Without limiting the generality of the foregoing,
Lazarus agrees to make a good faith effort to increase public awareness of
Client, Client's business and Client's stock by distributing accurate and
updated information by way of the "Small Potatoes" website and Lazarus's e-mail
newsletter.
3. Client agrees to provide Lazarus with accurate and timely
information concerning Client, Client's business and Client's stock. Client
acknowledges and is aware that Lazarus will rely upon the accuracy and
timeliness of all information provided to Lazarus by Client. Client agrees and
warrants that all information provided to Lazarus will be accurate in all
respects and will not in any way, directly or indirectly be misleading. Client
agrees and understands that any and all information provided to Lazarus may
become public information. Lazarus agrees that the Client's information posted
on his web site will be subject to the Client's attorney's review for purposes
of compliance with State and Federal Securities Laws and regulations and that if
Lazarus receives notice from the Client that any part of the posted information
is in violation of a law or regulation, that he will modify or remove that
information within one day of notification. Lazarus agrees to post with the
Client's information, a list of states in which viewers of the information may
not purchase securities of the Client.
4. Lazarus shall be compensated by Client as follows: On or before
Xxxxx 00, 0000, Xxxxxxx shall receive One Hundred Thousand (100,000) shares of
restricted stock of Client.
5. The term of this Agreement shall be twelve (12) calendar months
commencing March 13, 2000, and ending March 13, 2001. Lazarus shall perform the
services set forth in paragraph 2 above during the term of this Agreement and
only during the term of this Agreement. At the end of the term of this
Agreement, Lazarus shall remove all references to Client from the "Small
Potatoes" website. The Client may terminate this Agreement at any earlier time
upon written notice to Lazarus.
6. Client understands that this is a "best efforts" agreement and that
Lazarus makes no guarantee of any kind to Client. Client understands that
Lazarus is responsible for taking information provided by Lazarus by Client and
utilizing that portion of such information as Lazarus, in Lazarus's sole
discretion, may deem suitable for publication on the "Small Potatoes" website
and/or on Lazarus's e-mail newsletter. Client understands that Lazarus makes no
guarantees and/or recommendations to prospective investors in Client's stock,
that Lazarus does disclose and will disclose all compensation to be received by
Lazarus pursuant to this Agreement, that Lazarus will disclose that Lazarus is a
shareholder of Client and that Lazarus will make a best efforts and good faith
effort to increase public awareness of Client, Client's business and Client's
stock. Client further understands and acknowledges that Lazarus does not receive
payment from individuals viewing the "Small Potatoes" website nor does Lazarus
charge for Lazarus's e-mail newsletter. Lazarus agrees that he will comply with
all applicable federal, state and local regulations regarding the publication of
information on his website.
7. This Agreement shall be interpreted pursuant to the Laws of the
State of California. Should a dispute arise between the parties to this
Agreement, the parties hereto specifically acknowledge that jurisdiction shall
lie within the State of California and exclusive venue for any lawsuit shall lie
within Alachua County, Florida. In the event an action is brought for the
purpose of enforcing and/or interpreting this Agreement, the prevailing party in
any such action shall be entitled to such reasonable attorneys' fees and/or
court costs as the court hearing such action may award.
8. Notwithstanding any other provision of this Agreement, Client hereby
unconditionally guarantees the accuracy of any and all information provided to
Lazarus by Client. Client further acknowledges that any and all information
given to Lazarus pursuant to this Agreement is given to Lazarus with the
understanding that such information may be disclosed to the public information.
Client, therefore, agrees to give Lazarus any confidential insider information
not otherwise available or to be made immediately available to the public.
9. The person signing this Agreement on behalf of Client hereby
acknowledges that (s)he is authorized by Client to bind Client to this
Agreement.
10. The content of the "Small Potatoes" website is determined in the
sole discretion of Lazarus, excepting those provisions discussed above and
required by law. Client understands that mistakes or errors may occur and that
Lazarus agrees to utilize Lazarus's best efforts to correct any and all mistakes
when discovered. Lazarus, in the sole discretion of Lazarus, shall control the
timing within which the "Small Potatoes" website is updated and the timing of
releasing any and all e-mail newsletters. The parties hereto agree that nothing
in this Agreement will require Lazarus to divulge Lazarus's methods of
disseminating information and/or any trade secrets or mailing lists maintained
by Lazarus.
IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement on the date and year first above written.
LAZARUS: CLIENT:
/s/ Xxxxx XxXxxx
_______________________________ CYCLODEXTRIN TECHNOLOGIES
XXXXX "LAZARUS" XxXXXX DEVELOPMENT, INC.
d/b/a "Small Potatoes"
/s/C.E. Xxxx Xxxxxxxx
By:______________________________
President
Title:_____________________________
