EXHIBIT 10.2
CREATIVE SPORTS MARKETING INC
OFFERING SALES AGENCY AGREEMENT
This Agreement is made by and between CREATIVE SPORTS MARKETING INC.,
a Nevada Corporation ("the Company") and PACIFIC RIM INVESTMENT INC., a
Corporation organised under the laws of the Vanuatu (the "Sales Agent")
concerning an offering of Shares of the Company's Common Stock to be
conducted by the Sales Agent (the "Shares" and the "Offering").
The Parties Agree as follows:
1. ENGAGEMENT AS SALES AGENT. PACIFIC RIM INVESTMENT INC., is
hereby engaged by the Company as a Sales Agent for the Offering to sell up
to 10,000,000 Common Shares at a price to the Purchasers thereof of $0.001
per Share. The Sales Agent's engagement shall be on a "best efforts"
"continuous offering" basis. This Agreement shall terminate when all of the
Shares to be offered pursuant to this Agreement are sold unless terminated
earlier pursuant to this Agreement. The Sales Agent will promptly deliver
funds by noon of the third business day following it's receipt into an
account of the Company, and all payments will be made by wire transfer of
funds to the Company. Promptly upon execution of this Agreement, the
Company shall cause such certificates representing 10,000,000 Shares of
Common Stock to be issued in the name of the Sales Agent. Such certificates
shall be free of any restrictive legend as to it's transferability.
However, the Company's Transfer Agent shall prohibit the transfer of Shares
except as certified by the Sales Agent and the Company of the sale of the
Shares pursuant to this Offering and as set forth in Paragraph below.
2. COMPLIANCE WITH SECURITIES LAWS. The Company and the Sales Agent
have and will comply with all necessary or desirable statutory or
regulatory requirements in the United States of America ("United States"),
Vanuatu and each state or nation in which the securities may be offered or
sold in connection with the Offering. The Sales Agent will not act without
having received all such consents or approvals of governmental or other
agencies, persons or institutions which may be reasonably considered
necessary or desirable in connection with the Offering and such consents or
approvals having been received in terms acceptable to the Company and the
Sales Agent and being in full force and effect. The Company and the Sales
Agent agree that the Offering shall be conducted in Vanuatu and that the
Sales Agent shall provide a legal opinion acceptable to the Company as to
compliance with all relevant laws of Vanuatu.
3. MATERIAL INFORMATION AND OFFERING MATERIALS. The Company has
provided the Sales Agent with all material information regarding the
Company, it's operations, management, principal owners, financial condition
and business plans. Upon request of the Sales Agent, the Company shall
prepare an Offering Memorandum which fully and fairly describes the
Company, the securities and terms of the Offering in compliance with the
requirements of Regulation D of the United States Securities and Exchange
Commission (the "Memorandum"). The Company will prepare and deliver to the
Sales Agent as many copies of the Memorandum as the Sales Agent may
reasonably require. The Sales Agent shall not prepare or use a Memorandum
or other sales material without the prior review and written consent of the
Company.
4. SALES COMMISSION. The Sales Agent shall be paid a sales
commission of 10% of the sales price per Share for each Share sold by the
Sales Agent in the Offering. The commission shall be deducted from the
proceeds of the Sale of the Shares deposited from time to time by the Sales
Agent with the Company and accompanied by an accounting of the sales and
commissions deducted therefrom.
1
97
5. DUE DILIGENCE COOPERATION. The Company agrees that all documents
and other information relating to the Company's affairs have been and will
be made available upon request to the Sales Agent at the Sales Agent's
office and copies of any such documents will be furnished upon request to
the Sales Agent. Included within the documents which must be made available
as soon as possible to the extent not already in the possession of the
Sales Agent are at least the Company's Articles of Incorporation and all
amendments thereto, the Company's By-Laws and all amendments thereto,
Minutes of all the Company's Incorporates, Directors and Shareholders
Meetings, all financial statements of the Company, and correct copies of
any material contracts or agreements to which the Company is a party.
6. SALES & BENEFICIAL OWNERSHIP RECORDS. Within 30 days of the
completion or termination of the Offering, the Sales Agent shall provide
the Company with an accurate account of all sales made in the Offering.
Such account shall indicate the name and address of each individual
purchaser, the number of Shares purchased and whether the certificate or
certificates evidencing the Shares purchased are to be issued to the
purchasers in joint tenancy or otherwise. In the event the purchaser is
reasonably believed to be subject to U.S. income taxation, the Sales Agent
shall also provide the purchaser's social security number or taxation ID
number of the Purchaser. In the event, that Purchasers do not elect to
receive individual certificates for Shares purchased, the Sales Agent shall
continue to hold the certificates for the Shares as the Record Owner on
behalf of the Beneficial Owner(s) who are such Purchaser(s) as have elected
for the Sales Agent to hold the Shares. The Sales agent shall promptly
notify the Company of changes to the Beneficial Owners for whom it serves
as record owner and shall indemnify and hold harmless the Company and it's
Transfer Agent form all liability arising from it's holding Shares on
behalf of the Purchasers thereof.
7. COMPANY'S EXPENSES. The Company agrees that it will bear all
costs and expenses incident to the issuance, offer, sale and delivery of
the Shares, including all expenses, fees and legal counsel fees of
qualification under securities laws, the fees and disbursements of legal
counsel and accountants for the Company, the cost of preparing and printing
sales material or Memorandum and related exhibits, including all amendments
and supplements to the Memorandum, the cost of printing as many Memorandums
as the Sales Agent reasonably may deem necessary, and the expenses incurred
by Company representatives in attending a reasonable number of "due
diligence" meetings (which shall include all expenses of presentations
reasonably specified by the Sales Agent) with the Sales Agent's
representatives and any other expenses customarily paid by an issuer.
8. SALES AGENT EXPENSES. The Sales Agent shall pay it's own
expenses including all mailing, telephone, travel and clerical costs and
all other office costs incurred or to be incurred by the Sales Agent or by
it's sales personnel in connection with the Offering as well as all fees
and expenses of any legal counsel whom it may employ to represent it in
connection with the Offering.
9. RIGHT OF INSPECTION. For a period of five years after the
date of this Agreement, the Sales Agent will have the right, at the Sales
Agent's expense, to have a person or persons selected by the Sales Agent,
review the books and records of the Company, provided that the Sales Agent
may cause such review no more than once in any twelve (12) month period.
10. FINDER. The Company and the Sales Agent represent to each other
that no person has acted as a finder in connection with this Agreement and
each will indemnify the other party with respect to any claim for finders
fees in connection herewith.
11. INDEMNIFICATION. The Parties agree to indemnify, defend, and
hold each other and each person, if any, who controls the Company or the
Sales Agent, free and harmless from and against any and
2
98
all losses, claims, demands, liabilities, and expenses (including
reasonable legal or other expenses incurred in connection with defending or
investigating any such claims or liabilities, whether or not resulting in
any liability to the Party or controlling person(s) which the Party or
controlling person(s) may incur under the United States law, U.S. State
Securities Laws, common law or Vanuatu law or otherwise, but only to the
extent that such liabilities arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact (or omission of a
material fact necessary to make the statements not misleading) contained in
any document prepared pursuant to this Agreement; provided, however, that
this indemnity agreement shall not apply to statements or omissions made in
reliance upon information furnished by either Party, in writing, expressly
in use for any document prepared pursuant to this Agreement. The foregoing
indemnity shall not be deemed to protect Party or controlling person(s) to
which either Party would otherwise be subject by reason of wilful
misfeasance, bad faith, or gross negligence in the performance of their
duties, or by reason of their reckless disregard of their obligations and
duties under this Agreement; and such indemnity shall further not apply to
any violations, statements or omissions made in reliance upon written
information furnished to either Party expressly for use in any documents
prepared pursuant to this Agreement. Each Party and their controlling
person(s) agree to give the other Party and their controlling person(s) an
opportunity to participate in the defence or preparation of the defence of
any action brought to enforce any such claim or liability for which the
Parties have agreed to indemnify and defend, and each Party shall have the
right so to participate. The agreement of each Party under the foregoing
indemnity is expressly conditioned upon notice of any such action having
been sent by the Party or controlling person(s), as the case may be, to the
other Party, promptly after the commencement of such action against either
Party or controlling person(s), such notice either being accompanied by
copies of papers served or filed in connection with such action or by a
statement of the nature of the action to the extent known to the Party.
Failure to notify the other Party within a reasonable amount of time of any
such action shall relieve the other Party of it's respective liabilities
under the foregoing indemnity, but failure to notify the other Party shall
not relieve it from any liability which it may have to the other Party or
controlling person(s) other than on account of this indemnity provision.
Neither Party shall be liable for amounts paid in settlement of any such
claim if such settlement was effected without it's prior notification. The
provisions of this paragraph shall not in any way prejudice any right or
rights which either Party may have against the other Party under any
Federal or State securities law, at common law or otherwise.
12. NOTICE OF LEGAL PROCEEDINGS. It is agreed that the Company and
the Sales Agent will each advise the other party immediately and confirm in
writing the receipt of any threat of or the initiation of any steps or
procedures which would impair or prevent the right to offer the Shares or
the issuance of any orders or other prohibitions, preventing or impairing
the proposed offering, by the SEC or any other regulatory authority. In the
case of the happening of any such event, neither the Company nor the Sales
Agent will acquiesce in such steps, procedures or suspension orders and
each party agrees to actively defend any such actions or orders unless both
parties agree in writing to the acquiescence in such actions or orders.
13. CANCELLATION. If for any reason the Company or the Sales Agent
decides in their sole discretion not to proceed with the Offering, such
party shall provide written notice of such termination to the other party.
The Company nor the Sales Agent shall have any liability to the other if
either decides not to proceed with the Offering for any reason whatsoever.
14. NOTICES. All notices hereunder shall be in writing and be
delivered or mailed, certified mail with return receipt requested, to the
following addresses, or be by telegram sent to the following addresses with
written confirmation thereafter forwarded:
To the Company: President
Creative Sports Marketing Inc.
X.X. Xxx 000
Xxxxxx, 0000
Xxxxxxxxxx, Xxxxxxxxx
3
00
Xxxxxx, 0000
Xxxxxxxxxx, Xxxxxxxxx
To the Sales Agent: Pacific Rim Investment Inc.
Xxx Xx. 000
Xxxx Xxxxx, Xxxxxxx
Xxxxx Xxxx Pacific
15. INDEPENDENT STATUS OF PARTIES. Nothing in this Agreement shall
render either Party a general partner of the other. Nor shall either Party
be a general agent for the other, nor any agency authority be deemed given
to the other Party except as expressly set forth in this Agreement or by
subsequent written authorization of either Party.
16. DISPUTE RESOLUTION. Any dispute or controversy arising out of or
relating to this Agreement, or any breach of this Agreement shall be
settled by negotiated and good faith use of dispute resolution alternatives
prior to litigation. Any Party who fails to proceed in good faith with
alternative dispute resolution as determined by a Court with jurisdiction
or by the competent Finder of Fact in Arbitration shall be liable to the
non-breaching Party for the cost of defending the claim in dispute
regardless of the outcome of said dispute resolution.
17. ENTIRE AGREEMENT. This Agreement contains the entire Agreement
among the parties which may not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver.
18. GOVERNING LAW. This Agreement shall be construed in accordance
with, and governed by, the laws of Nevada.
19. BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective personal
representatives and assigns, except as above set forth.
20. COUNTERPART SIGNATURES. This Agreement may be executed in any
number of counterparts of the signature page, each of which shall be
considered an original. In addition, a signature transmitted by fax
identifying the source thereof shall be considered an original signature.
EXECUTED BY THE PARTES AS SET FORTH BELOW AS OF THIS 15th DAY OF JULY,
1996
Creative Sports Marketing, Inc. Pacific Rim
Investment Inc.
PACIFIC RIM INVESTMENT INC.
By: /s/ By: /s/ XXXXXXX BURN
-------------------------- -----------------------------
XXXXXXX BURN / C.E.O.
(President/Treasurer)
[SEAL] [SEAL]
4
100
