CONTRACT
Customer: BCAM International, Inc.
Date: January 21, 1997
Term of Contract: One Year
Contract Begins: February 1, 1997
*************************************************************************
The undersigned, acting on behalf of BCAM International, Inc. ("the customer"),
hereby contracts with X.X. Xxxxxxx & Company, Inc. for a period of not less than
one year, for the provision of consulting services to include, but not be
limited to the following:
(1) The preparation of at least two "Research Profile" reports during the next
twelve months;
(2) Distribution of such reports to over 8,000 retail brokers and 2,300+ money
managers in the U.S., Canada and Europe;
(3) Exposure of Research Profile reports to high-net-worth individual investors
via StreetNet, an Internet investor information service affiliated with BUYSIDE
magazine;
(4) Distribution of news releases and other shareholder communiques to the
brokerage community, institutional and individual investors, and research
analysts; and
(5) Telephone and personal meetings between X. Xxxxx Xxxxxxx, CFA and investor
groups, regional/national brokerage firms, and/or institutional investors, when
appropriate, in order to stimulate interest in the customer's common stock
within the investment community.
A cash retainer fee will be paid to X.X. Xxxxxxx & Company, Inc. at the rate of
$1,500 per month in advance. In addition to such monthly retainer, the customer
will be invoiced for reimbursement of expenses directly incurred in the
provision of these services on a monthly basis. Such expenses will primarily
involve publishing, printing and postage costs related to the distribution of
"Research Profile" reports and shareholder communiques; telephone calls placed
on the customer's behalf; and travel expenses required to visit the customer
and/or for trips to visit brokerage firms/investor groups/institutions on behalf
of the customer (such trip expenses are pro-rated among several customers). Such
reimbursable expenses shall not exceed $500 per month, except in those months
(twice each year) when "Research Profile" reports are printed and distributed to
the investment community on the customer's behalf. Documentation of all
reimbursable expenses will be provided on each monthly invoice, and the customer
agrees to reimburse X.X. Xxxxxxx & Company, Inc. for such expenses within 30
days following receipt of such invoices.
In addition to the cash compensation outlined above, Xx. Xxxxxxx will be granted
a ten-year option to purchase 45,000 shares of BCAM International's common
stock, with such option to be issued no later than February 15, 1997. The
exercise price on the option will be equivalent to the closing market price of
BCAM's common stock on the date of option issuance.
This contract may be canceled by the Customer after twelve months upon written
notice to be received by X.X. Xxxxxxx & Company within a ten-day period ending
February 1, 1998. If such notice is not forthcoming, the services of X.X.
Xxxxxxx & Company, Inc. will continue on a month-to-month basis. At any time
after completion of the initial one-year term of the contract's starting date,
either party may cancel the services of X.X. Xxxxxxx & Company, Inc. upon 60
days' written notice. If the customer chooses to terminate the services of X.X.
Xxxxxxx & Company, Inc. all advance retainer fees for the months remaining in
the initial twelve-month term of the contract, plus any unreimbursed expenses.
In the event of dispute, the prevailing party will be entitled to recover its
costs, including reasonable attorney's fees.
The parties acknowledge that this contract is entered into in the State of
Colorado and that performance of the contract will be accomplished within the
states of Colorado and Texas.
Signed
\s\ Xxxxxxx Xxxxxxx
-------------------
Xxxxxxx Xxxxxxx
Chief Executive Officer
BCAM International, Inc.
\s\ X. Xxxxx Xxxxxxx
--------------------
X. Xxxxx Xxxxxxx, CFA
President
X.X. Xxxxxxx & Company, Inc.
Date: 1/21/97
Note: Please retain one original copy of this contract for your records, and
return one original copy to X.X. Xxxxxxx & Company, Inc.
