Exhibit 10.23
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CONSULTING AGREEMENT
AGREEMENT made as of this ____ day of March 1998, between Nutrition For
Life International with offices at 0000 Xxxxxx, Xxxxxxx, Xxxxx 00000 ("NFLI")
and Piedmont Consulting, Inc., a Georgia corporation with offices at 0000
Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Consultant").
WHEREAS, NFLI is a publicly held corporation; and
WHEREAS, NFLI desires to retain Consultant to provide public and investor
relations services for NFLI.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, Consultant and NFLI hereby agree as follows:
1. Term: This Agreement shall commence on the date hereof and shall
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extend thereafter for a period of twelve (12) months. Thereafter, the parties
hereto may renew this Agreement by mutual consent.
2. Consulting Services. During the Term of the contract, Consultant shall
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provide public and investor relations services (collectively, the "Services") to
NFLI, which Services shall be geared to result in improved stock trading volume,
higher stock price multiples, a broader following by analysts and institutions
and new investment recommendations and providing directly, or managing the
delivery of, a wide range of services, including, but not limited to:
(a) Proactive marketing of NFLI's common stock directly to influential
security analysts, stock brokers and portfolio managers selected from
Consultant's proprietary data base of investment leaders across the country and
in a number of overseas markets. The list is to be kept current by Consultant
by visits to, and telephone conversations with, top professionals in all major
investment centers worldwide.
(b) Arranging meetings between NFLI's management and current and/or
potential investors, either in small groups or on a one-to-one basis, to
establish ongoing relationships; and periodically supplementing these meetings
with presentations at investment industry sponsored forums, through quarterly
conference calls, and by quarterly mailings of a one or two page corporate
profile that investment professionals have found convenient and useful.
(c) Developing a publicity corporate communications program focusing
initially on the news media in areas where NFLI has operating facilities. This
local exposure should be geared to build employee pride and facilitate employee
recruitment, in addition to serving stock marketing goals. It should also lay
the basis for Consultant's approach to national
business media, including specialized publications as well as the following more
prominent publications: Xxxxxx'x, Business Week, Forbes, The Wall Street
Journal, and USA TODAY.
(d) Establishing a VIP list of analysts, brokers and portfolio managers
that receive facsimiles of news releases, facsimile notification of conference
calls and mailings of NFLI's 10KSB and 10QSB's, plus annual and interim reports
and quarterly corporate updates to NFLI's shareholders.
(e) Establishing a news distribution list for direct facsimile of NFLI
news releases.
(f) Monitoring wire service coverage of NFLI for accuracy.
(g) Preparing presentations relating to NFLI for meetings with
analysts, stock brokers and portfolio managers, as well as for sponsored forums.
(h) Preparing information kits about NFLI for response to press and
investor inquiries.
(i) Advising and consulting with NFLI's management concerning
marketing surveys, investor profile information, methods of expanding NFLI's
investor support and increasing investor awareness of NFLI and its products
and/or services.
(j) Creating literature (including production layout, planning,
printing and distribution to Consultant's list of investors and stock brokers)
describing NFLI's business, its products, marketing plans and financial
potential.
(k) Expanding relations with both current and new influential security
analysts, stock brokers and portfolio managers (the "Brokers") to update the
Brokers concerning recent developments of NFLI; to answer all questions asked by
the Brokers about the direction of NFLI; and, thereafter, to keep the Brokers
informed of all such developments. In addition, Consultant will seek new Brokers
for NFLI's stock by contacting Brokers with whom Consultant had worked in the
past and educate these new Brokers about NFLI; and
(l) Providing such other Services and assistance as Consultant and
NFLI shall deem necessary or appropriate to enhance NFLI's business.
3. Approval of Information: All information disseminated by Consultant
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regarding NFLI shall be derived from information provided by NFLI to Consultant
(the "Information"). Consultant will obtain NFLI's prior approval to
distribution or dissemination of all Information.
4. Compensation: Subject to Consultant's compliance with the terms and
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conditions herein set forth, and in full consideration of the Services provided
by Consultant hereunder, NFLI shall pay to Consultant, as its consulting fee
(the "Fee"), and Consultant shall accept as full payment thereof, a Fee
consisting of:
(a) Monthly Consulting Fee of $4,000.00. Any expenses over $500 will be
paid per prior verbal approval by NFLI. Services will begin upon receipt of
initial stipend and executed agreement.
(b) Nutrition For Life International agrees to issue to Piedmont
Consulting, Inc., upon signing agreement, 30,000 3-year warrants exercisable at
$5.25. As an incentive for performance, Piedmont Consulting, Inc. over 12
months, can earn an additional 70,000 3-year warrants. 40,000 warrants
exercisable at $7.00 will vest upon NFLI stock price trading at a 20day average
at $7.00 or higher. 30,000 warrants exercisable at $10.00 will vest upon NFLI
stock price trading at a 20-day average at $10.00 or higher. NFLI agrees to
register the underlining common stock for all 100,000 warrants on the next
registration statement the company files.
(c) NFLI agrees to pay Piedmont Consulting, Inc. a "finder fee" equal to
1% of any successful financing or successful acquisition directly referred by
Piedmont Consulting, Inc.
5. Personnel: Consultant is, and shall be, an independent contractor, and
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no personnel utilized by Consultant in providing Services hereunder (the
"Personnel") shall be deemed to be an employee or agent of NFLI. Moreover,
neither Consultant nor any such Personnel shall be empowered hereunder to act on
behalf of NFLI. Consultant shall have sole and exclusive responsibility and
liability for, and to, such Personnel, and Consultant alone shall be responsible
to make, and shall make, all necessary or appropriate employee contributions,
withholdings, and payments for all taxes, insurance premiums, and social
security contributions to be collected, withheld, filed and paid with respect to
all such Personnel; whether pursuant to any social security, unemployment
insurance, worker's compensation law or other federal, state or local law now in
force and effect, or hereinafter enacted.
6. Indemnification: NFLI agrees to indemnify and hold Consultant harmless
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from and against any and all losses, claims, damages, expenses or liabilities
that Consultant incurs as the result of any information, representations,
reports or data furnished by, prepared by or approved by NFLI for use by
Consultant, except if such damages are the result of Consultant's default
hereunder or the unlawful conduct, negligence or gross willful misconduct of the
part of Consultant, the Personnel, Consultant's consultants, employees, officers
or directors.
7. Non-assignability: The rights, obligations and benefits established by
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this Agreement shall not be assignable by either party hereto. This Agreement
shall, however, be binding upon and shall inure to the benefits of the parties
and their successors.
8. Confidentiality. Neither Consultant nor any of the Personnel, its
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consultants, other employees, or officers or directors shall disclose any
knowledge or information it has, or they have obtained in the course of
performing the Services provided for herein, which knowledge or information
concerns the confidential affairs of NFLI with respect to NFLI's business or
finances.
9. Compliance and Governing Law: Consultant, together with its agents,
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employees and associates, shall take all necessary, appropriate and reasonable
steps to provide the Services
in accordance with both the securities laws of the United States and the several
States, and pursuant to the rules and regulations promulgated thereunder, as
well as in accordance with the rules and regulations of the National Association
of Securities Dealers. The terms and provisions of this Agreement will be
enforced in accordance with the laws of the State of Texas, without regard to
its conflicts of law principles.
10. Notices: Notice hereunder shall be in writing and shall be deemed to
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have been given (a) at a time when deposited for mailing in a receptacle under
the control of the United States Postal Service, by registered or certified
mail, prepaid, return receipt requested, or (b) on the business day following
deposit with a reputable overnight courier for overnight delivery; each
addressed to the respective party at the address as such party may fix by notice
given pursuant to this paragraph.
11. No Other Agreements: This Agreement supersedes all prior
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understandings, written or orally given and constitutes the entire Agreement
between the parties hereto with respect to the subject matter hereof. No waiver,
modification or termination of this Agreement shall be valid unless in writing
signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day and year first above written.
PIEDMONT CONSULTING, INC. NUTRITION FOR LIFE INTERNATIONAL, INC.
By: _________________________ By: __________________________
Xxxxx Xxxxxx, President Xxxxx Xxxxxxxx, President
