INVESTOR RELATIONS CONSULTING AGREEMENT
This Investor Relations Consulting Agreement ("Agreement") is entered this
___ day of December, 1997 by and between Xxxxxxx Industries, Inc., ("Client"), a
Maryland corporation with its principal place of business at 0000 Xxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000 and Savings and Retirement Services, LLC,
("Consultant") a Texas Limited Liability Company, with its principal place of
business at 00000 Xxxxxxxxxx Xxxxx, Xxxxx 000X, Xxxxxxx, Xxxxx 00000, "Client"
and "Consultant" hereinafter referred to together as "parties", agree as
follows:
1. The term of this Agreement shall be twelve months commencing on December
20, 1997 and expiring on December 20, 1998 (the "Term"). The term may be
extended for such periods of time and upon such terms and conditions as may be
mutually agreed upon, in writing, by the parties, and may be canceled in writing
by either party at the conclusion of the second month of the term.
2. In consideration of the fee and the covenants herein contained,
Consultant shall provide services (the "Services") to the Client which shall
consist of the following:
(a) The dissemination of information which Client will provide to
Consultant regarding Client's business and affairs, in the United States of
America in jurisdictions where the Client's securities are recognized as well as
dissemination through print and electronic media outlets, as well as to
Consultant's existing base of clients and business associations; (b)
Communication on an ongoing basis with members of Consultant's existing base of
clients and business associations concerning Client's business, business
developments, and other material public information which is provided by Client
to Consultant; (c) Consultant shall make itself available to field and answer
questions raised by members of Consultant's existing base of clients where such
questions are of a general nature and concern the Client's business and business
developments.
Consultant shall perform the aforesaid Services to each of Consultant's
existing base of clients that have invested in the securities of Client during
the Term.
3. It is mutually agreed between the parties that Consultant's services
will not include any services that constitute the rendering of legal opinions or
performance of services in the ordinary purview of a registered broker or
dealer.
4. Without limiting the generality of the foregoing, Client agrees that
Consultant's services hereunder are not intended to include the printing and
mailing of any documentary material on behalf of Client. Any expenses incur by
Consultant in such respect, with express authority and approval by Client, shall
be separately reimbursed to Consultant by Client;
5. Consultant shall receive as full compensation for the Services, warrants
to purchase a maximum of 150,000 common shares of Client, as evidenced and
subject to the terms of the attached Warrant Agreement which has been separately
entered into by the parties. ("Warrant Agreement");
6. Consultant shall only engage in promotion of Client regarding its
business and affairs. Client reserves the right to contract other firms to
provide similar services and expressly acknowledges that, subject to the
following proviso, Consultant shall be entitled to provide similar services as
provided hereunder to other companies;
7. Consultant represents and warrants that the Services will be performed
in a competent and efficient manner and that they will at all times be performed
in compliance with all applicable laws and legal requirements;
8. Consultant shall use its bona fide efforts to promote the interests of
Client and shall, during the term of the Agreement, devote as much time,
attention and ability to the promotion of the business of Client as is necessary
to provide effective promotion of Client and its affairs;
9. Consultant is not an agent nor has an agency relationship been created
between the Consultant and Client as a result of this Agreement. Consultant will
have no authority, express or implied, to commit or otherwise obligate Client in
any manner whatsoever except to the extent specifically provided herein or to
the extent expressly authorized by Client;
10. Notwithstanding anything herein to the contrary, it is acknowledged and
agreed that the relationship between Client-Consultant is not and will not
become that of employer-employee, joint ventures nor partnership and,
furthermore, that the relationship that exists between Client-Consultant is
solely that of independent contractors;
11. Consultant shall not, either during the Term of the Agreement or at any
time thereafter, directly or indirectly, divulge, publish or disclose any
information regarding the affairs or business of Client or its affiliates other
than that which is expressly authorized and provided by Client without the prior
consent of Client, and Consultant shall not use for Consultant's own purposes,
or any purposes other than those of Client, any information Consultant may
acquire with respect to its affairs, business, or projects. Upon the termination
of this Agreement for any reason, Consultant shall promptly deliver all
documents and other promotional aids, correspondence and, contracts and all such
documents and other property shall be delivered in accordance with the direction
of Client;
12. Client hereby represents that the information as to its capital
structure and business affairs as set forth in its offering circular and other
SEC filings are accurate and complete;
13. Any notice required or permitted to be given by this Agreement shall be
in writing and may be given by personal delivery or postage prepaid, registered
or certified mail. Such notices shall be addressed to the receiving party at its
respective addresses set forth above or at such other addresses as either party
may, by notice, designate. Notices personally given shall be deemed to be given
as of the date of delivery and mailed notices shall be deemed to be given as of
the date of actual receipt;
14. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns, as the
case may be;
15. Each provision and paragraph of this Agreement is declared to
constitute a separate and distinct covenant and to be severable from all other
such separate and distinct covenants under this Agreement. If any covenant or
provision herein contained is determined to be void or unenforceable, in whole
or in part, such determination shall not affect or impair the validity or
enforceability of any other covenant or provision contained in this Agreement
and the remaining provisions of this Agreement shall be valid and enforceable to
the fullest extent provided by law;
16. This Agreement may not be assigned;
17. Notwithstanding the attached Warrant Agreement, this Agreement
replaces, supersedes, and cancels all prior Agreements, representations, and
understandings between Client and Consultant in respect of the subject matter of
this Agreement;
18. The provisions of this Agreement and the relationship between the
parties shall be construed in accordance with and governed by the laws of the
State of Washington. The parties hereby attorn to the jurisdiction of the courts
of the State of Washington;
19. No amendment or waiver of any provision of this Agreement shall be
binding upon a party unless made in writing and signed by such party;
20. The parties will execute and deliver all such further documents and
instruments and do all such further acts and things as may be required to carry
out the full intent and meaning of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day, month and year first above written.
CLIENT CONSULTANT
Xxxxxxx Industries, Inc. Savings & Retirement Services, LLC
----------------------------- ----------------------------------
Name: Xxxxxx Xxxxxxxx Name:
Title: President, CEO Title:
