EXHIBIT 10.44
December 3, 1997
Xx. Xxxxxx Xxxxx
Chairman, President & CEO
NUWAVE TECHNOLOGIES INC.
Xxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Xx. Xxxxx:
This letter agreement is between NUWAVE TECHNOLOGIES INC. ("Company")
and Xxxxxxx/Xxxxxxxxx & Associates, Inc. ("LHA") and in that regard, the parties
agree as follows:
1. LHA's fee (the "Fee") for implementation of its Comprehensive Business
Communications Program that includes Investor Relations and Public Relations for
$7,500.00 per month plus a total of 30,000 options at the present price, plus
normal business expenses (i.e., production costs, etc.).
2. In consideration of the Fee, LHA will perform the following services for
Company; however, such services will be subject to Company's written or oral
approval:
A. Arrange an initial Conference to discuss the Program including
Company's goals and objectives.
B. Prepare a Corporate Factsheet, a document that encapsulates Company
information and its most recent financial results. The Corporate Factsheet will
be sent to targeted investment professionals with a response card/fax sheet as
an initial screening tool to determine the recipient's interest in meeting
Company. All individuals responding to this mailing will be entered in LHA's
Company specific database (the "Mailing List") in order that Company information
may be furnished to them in the future.
C. Compile a "Due Diligence Kit" including: the Corporate Factsheet,
press releases, press clippings, annual report and/or brochure, recent SEC
documents and other materials regarding Company.
D. Upon completion of the foregoing, LHA will review and critique
Management's intended presentations to the financial community.
E. Prepare and distribute letters to shareholders.
F. Establish lines of communications with NASDAQ market makers
informing them of recent Company developments.
G. Arrange periodic meetings with interested buy side and sell side
analysts, retail brokers, fund managers and investment advisors, including
extensive telephone and written follow ups.
H. Prepare and disseminate material press releases to the financial
cornmunity and press to ensure full and timely disclosure, including
telemarketing releases to investment professionals with serious interest in
Company. Prior to press release issuance, LHA requires a signed-off
(initialized) copy of the release faxed to the account team leader. The release
must be signed-off by the Company's authorized investor relations contact to
ensure authorization of release. It is the company's responsibility to obtain
all necessary clearances and approvals (including legal) prior to issuance of
all releases.
I. Coordinate conference calls between Management and key investment
professionals after earnings releases or other releases, which require
explanation. Prior to those calls, LHA will consult with Management and prepare
an outline covering the subjects to be discussed and/or questions that might
arise.
J. Administer all telephone and/or written financial inquiries
regarding Company and supply those persons with a Company-approved Due Diligence
Kit, or calls from LHA account executives.
K. Provide written quarterly reports reviewing activities initiated by
LHA on Company's behalf and anticipated for the following quarter.
L. Formulate quarterly strategic plan that updates Company on
activities initiated by LHA on Company's behalf, including an outline of LHA's
future activities, (i.e., meetings, targeted brokers, analysts or trades). This
plan will also identify outstanding issues and/or suggested solutions.
M. Company will be included in LHA's Quarterly Client Roster.
N. Company will be included in LHA's Monthly Client List sent to all
investment professionals who request information on any client Company.
3. LHA's activities on Company's behalf will also include:
o Building the Mailing List from various research sources.
o Furnishing various financial services (i.e., o Standard &
Poor's and Xxxxx'x) with updated Company information for
inclusion in their listings and reports.
o Revisions of the Mailing List, including separate
divisions for brokers, analysts, fund managers,
shareholders and reference points.
4. Conceive and manage a comprehensive public relations program that stresses
proactive, ongoing media relations. In the initial stages, this involves
consultation to establish overall strategy and timing of tactical initiatives,
preparation of a press kit, identification and analysis of target media that
will have the greatest impact on constituencies, shaping messages to each media,
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developing beneficial relationships with key reporters, editors and producers,
consistently generating news that supports the company's objectives, re-cycling
publicity to support sales and recognition efforts.
A. Components of the ongoing public relations program: media training,
media interview preparation - including research and analysis, public relations
strategies and initiatives to support acquisitions and divestitures and new
products, services, new offices and executive moves, new media strategies to
optimize public relations, publicity initiatives to support joint marketing and
promotional efforts with partners, consultation to optimize public relations
tie-ins with marketing communications and advertising, consultation with
investor relations representative to further public relations strategy.
B. You will receive a separate monthly written status report detailing
ongoing public relations initiatives, development of strategy and schedule of
activities to further the program.
5. Should the Company require additional financing, LHA has relationships with
merchant and investment bankers, private placement professionals and other
intermediaries available to the Company for solicitation of funds. LHA will be
entitled to additional compensation from the Company, in the event that an
introduction from LHA is successful in assisting the Company in raising capital
of an amount to be determined prior to Company receipt of funds.
6. If Company requests, LHA will spearhead Company's annual reports (i.e.,
Writing President's letter, overseeing outlay of report, arranging graphics,
etc.). However, that service is not included in the Fee and if Company requests
that assistance, LHA will receive a negotiated fee from Company, depending upon
the quantity of this work.
7. In order for LHA to commence work for Company, LHA will require a two-month
advance retainer plus $2,000.00 for expenses.
8. This letter agreement will commence on December 1, 1997 and terminate (120
days) four months thereafter, at which time the contract will continue on a
month-to-month basis. However, Company may terminate this letter agreement at
any time provided that any such termination after the first four- (4) months of
the term will require sixty- (60) days prior written notice to LHA. In that
regard, _unless all amounts due hereunder are paid up-to-date then LHA shall be
entitled to retain the Mailing List.
9. LHA's invoice will be dated the first of each month and payment should be
remitted within 30 days.
10. In disseminating Company information and/or materials, LHA will rely upon
Company's assurances that such information is complete and accurate. Prior to
dissemination of such information and/or materials, LHA will submit it to
Company for approval.
11. In performing the activities described in this letter agreement, LHA and
Company's actions will comply with all SEC and applicable State laws, rules and
regulations.
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12. Company will indemnify and defend LHA against all claims, proceedings,
suits or other matters that might be asserted against LHA with respect to LHA's
activities by reason of this letter agreement and Company will pay LHA's
reasonable attorney's fees and expenses in connection with such matters;
however, Company's indemnity is conditioned upon the following:
a) LHA must act within the scope of this letter agreement;
b) LHA must act in accordance with Company instructions; and
c) LHA is not negligent.
13. If LHA breaches any of the requirements of Paragraph 12(a), (b), or (c)
above, LHA will indemnify and defend Company against all claims, proceedings,
suits or other matters asserted against, Company on account of LHA's actions,
and LHA will pay Company's reasonable attorney's fees and expenses in connection
with such matters.
14. If any litigation is commenced regarding this letter agreement, in addition
to such other relief as may be granted, the prevailing party will be entitled to
reimbursement from the other party for the prevailing party's reasonable
attorney's fees and expenses in such litigation, the amount to be determined by
the Court hearing such litigation.
15. This letter agreement will be governed by the laws of the State of New York
applicable to contracts made and to be performed in that State.
If the foregoing correctly states our understandings, please execute
the enclosed copies of this letter in the space provided below and return a
duplicate to the undersigned. We look forward to a long and mutually successful
relationship and to our association with your exciting company.
Very truly yours,
XXXXXXX/XXXXXXXXX & ASSOCIATES, INC.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx
By: /s/ Xxxx X. Xxxxxxxxx, Xx.
---------------------------------
Xxxx X. Xxxxxxxxx, Xx.
Agreed to and Approved
This day of 1997
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NUWAVE TECHONOLOGIES INC.
By: /s/ Xxxxxx Xxxxx
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Title: President
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