EXHIBIT 4.8
INVESTOR RELATIONS & STOCK MARKETING ADVISORY SERVICES
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AGREEMENT
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1 April, 1999
BETWEEN: CLEAN ENERGY TECHNOLOGIES (Canada) INC.
OF THE FIRST PART hereafter referred to as "the Company"
AND: ABCE ENTERPRISES. INC.
OF THE SECOND PART hereafter referred to as "the Consultant"
WHEREAS:
The Company requires investor relations and stock market advisory services
and desires to retain the Consultant to provide such services, under terms and
conditions acceptable to the Company; and the Consultant is agreeable to such
engagement;
WHEREAS:
The parties desire a written document formalizing and defining their
relationship and evidencing the terms of their agreement;
NOW THEREFORE:
Intending to be legally bound and in consideration of the mutual promises
and covenants contained herein, the parties have agreed as follows:
1. APPOINTMENT
The Company hereby appoints the Consultant to provide investor relations
and stock market advisory services and hereby retains the Consultant on the
terms and conditions of this Agreement.
The Consultant accepts such appointment and agrees to use his efforts and
business connections to perform such services, upon the terms and conditions of
this Agreement.
2. TERM
The initial term of this Agreement shall begin upon signing and run for a
period of One Year. This Agreement will automatically and successively be
renewed month to month there after unless either the Consultant or the Company
gives thirty (30) days written notice of
termination.
3. SERVICES OF THE CONSULTANT
All services of the consultant shall be under the direction of the Company.
The Consultant shall act generally as the investor relations and stock
marketing consultant for the Company and, as such, shall perform services as
follows:
Consult with and advise the Company with respect to the Company's rating
(if any) of its securities and the market price of it's securities, etc.
Consult with, advise, and assist the Company's relations with underwriters,
brokers, market makers, shareholders, potential investors on the secondary
markets, and financial analysts.
Consult with, and advise the Company on public relations and dissemination
of information pursuant to the market requirements and the appropriate stock
exchanges and regulatory authorities.
Consult with, advise and assist the Company in securing market makers,
promotion and otherwise gaining access to the public securities market.
Consult with, advise and assist the Company in developing appropriate due
diligence material to satisfy the in-house and regulatory requirements of
brokers.
Consult with, advise and assist the Company in developing appropriate
sample broker presentations, corporate mailing pieces, brochures, shareholder
communications, research reports and other collateral material.
4. LIMITATIONS OF SERVICES
The parties recognize that certain responsibilities and obligations are
imposed by federal, provincial and state securities laws and by the applicable
rules and regulations of stock exchanges and in-house due-diligence or
compliance departments of brokerage houses, etc., and both parties agree to be
bound thereby and further agree:
The Consultant shall not release any financial or other material or
information or data about the Company and its business without the written
consent of the Company.
The Consultant shall not conduct any meetings with financial analysts
regarding the Company without first informing the Company of the proposed
meeting and its general agenda,
and receiving written approval.
5. DUTIES OF THE COMPANY
Company shall supply the Consultant, on a regular basis, with all
appropriate data and information about the Company and its management.
Company shall promptly (as soon as available) supply the Consultant with
copies of financial statements, "final" financial projections, capital budgets,
communications, takeover offers, hostile proxy solicitations and similar matters
pertaining to the services to be rendered by the Consultant as the Company sees
fit.
6. COMPENSATION
(a) For all general investor relations, marketing advice and services the
Company shall pay the Consultant a fee of $6,000.00 (CDN) per month.
(b) The Company shall grant the Consultant an option to purchase 36,000
shares of the common stock of the Company's parent, Clean Energy Combustion
Systems, Inc., at an exercise price of $2.00 (US) per share, vesting monthly in
equal installments over 24 months of continued performance under this Agreement.
(c) Any expenses anticipated by the Consultant must be pre-approved in
writing by the Company.
7. ASSIGNMENT
The rights and obligations of the parties under this Agreement shall inure
to the benefit of and shall be binding upon the successors and assigns of the
parties. This Agreement shall not be assigned without the prior written approval
of both parties.
8. NOTICES
Any notice required or permitted to be given, under this Agreement shall be
sufficient if in writing and if sent by certified mail, return receipt
requested, to the principal office of the party being notified. Interim
communications may be effected via fax and confirmed in accordance with this
paragraph within a reasonable time thereafter.
9. ENTIRE AGREEMENT
This instrument contains the entire Agreement of the parties and may be
modified or amended only by agreement in writing, signed by the parties hereto.
This Agreement is the entire Agreement of the parties, whether oral or written.
Any provision not severed will remain in full force and effect. This Agreement
shall be governed for all purposes by the laws of British Columbia. If any
provision of this Agreement is declared void, such provision shall be deemed
severed from this Agreement, which shall otherwise remain in full force and
effect. All disputes arising out of or in connection with this agreement, or in
respect of any defined legal relationship associated herewith or derived
therefrom, shall be referred to and formally resolved by arbitration under the
rules of the British Columbia International Commercial Arbitration Center. The
case shall be administered by the British Columbia International Commercial
Arbitration Center in accordance with its "Procedures for Cases under the
B.C.I.C.A.C. Rules".
IN WITNESS WHEREOF
the parties have executed this Agreement as of the date first above written.
/s/ Xxx Xxxxxx /s/ Xxxx X. Xxxxx
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_DON XXXXXX XXXX X. XXXXX
Authorized Signatory for Authorized Signatory for
ABCE ENTERPRISES INC. CLEAN ENERGY COMBUSTION
1203-1050 Xxxxxxx St. SYSTEMS (Canada) INC.
Xxxxxxxxx, XX X0X 0X0 0000 XxxXxxxxxx Xxx.
Xxxxxxx, XX, X0X 0X0
