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Exhibit 10(T)
[STRATEGIC GROWTH INTERNATIONAL, INC. LETTERHEAD]
October 12, 1995
Xx. Xxxxxxx X. Xxxxxxx
Chairman
CONQUEST INDUSTRIES INC.
0000 X. Xxxxx Xxxxx Xxxx
Xxxxx, XX 00000
Dear Xx. Xxxxxxx:
This letter is to confirm the agreement under which Strategic Growth
International, Inc. ("SGI") will serve as Investor Relations Consultant to
Conquest Industries Inc. ("the Company"). The date of execution of this
Agreement is October 11, 1995 (the "agreement execution date"). The agreement
shall have a duration of 12 months from the agreement execution date.
DUTIES:
As Investor Relations Consultant, we will:
a) Consult with the management of the Company on Investor Relations aspects
of shareholder communications, including how to arrange and conduct
meetings with the professional investment community and investor groups;
how to communicate the corporate message to specified audiences, and
how to enhance relations with security analysts and the financial press.
b) Help develop and implement a comprehensive Investor Relations program.
The program will be designed to achieve results-oriented goals and
objectives. The programs will include as its objectives:
- Introducing the Company, its core business and new activities to the
professional investment community and thereby work to create a new
base of investors in the Company's stock, among both institutional and
retail broker segments of the financial community.
- Developing research coverage on the Company.
- Developing additional active market makers.
- Assisting the company in creating media opportunities, as appropriate.
c) Provide professional staff services to help the Company carry out its
programs and objectives.
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October 12, 1995
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The scope of SGI's services shall not include any activities related to or
regarding the raising of funds. Such activities shall be subject to a separate
agreement.
SERVICE FEES:
The Company will pay SGI:
1. A monthly retainer fee of $7,000 for services under this agreement.
The monthly retainer shall commence on the agreement execution date
for twelve months.
2. Immediately upon execution of this agreement, the Company will issue
to SGI a warrant to purchase 900,000 shares of the Company's common
stock. The warrant shall be exercisable at $1.50 and shall be of a
duration of five years from such date. Commencing one year after the
date hereof, the shares underlying the warrant shall be subject to
two piggyback registration rights and one demand registration right
for so long as such shares cannot be transferred without
registration under the Securities Act of 1933. The warrants will be
adjusted for customary anti-dilutive events such as stock reverses
and splits.
Upon execution of this agreement, the warrant shall be considered as having been
fully awarded to SGI, and SGI shall have all legal rights and benefits in such
options. SGI shall have the right to transfer such options to both officers and
other principals of SGI, but shall not otherwise sell or transfer either the
warrants or any underlying shares for a period of one year from the date hereof.
SECURITIES ACT REPRESENTATION:
SGI is acquiring the warrants referred to above and will acquire the underlying
shares of common stock for investment without any view to a public distribution
thereof and it will not transfer either the warrant or the underlying shares
absent registration under the Securities Act of 1933 or a valid exemption
therefrom. SGI has made such investigation concerning the Company and its
business and financial condition as it has deemed necessary for the purpose of
making the investment decision to acquire the warrant.
OUT-OF-POCKET EXPENSES:
The Company will reimburse SGI for all reasonable out-of-pocket disbursements,
including travel expenses, made in the performance of it duties under this
agreement. Items, such as luncheons with the professional investment community,
graphic design and printing, postage, long distance telephone calls, etc., will
be billed as incurred.
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October 12, 1995
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RECORDS AND RECORD KEEPING:
SGI will maintain and submit to the Company prior to reimbursement accurate
records of all out-of-pocket expenditures incurred on behalf of the Company.
Authorization for projects and operating activities will be obtained in advance
before commitments are made.
TERMS OF PAYMENT:
Billings will be done monthly for the coming month. Expenses and charges will
be included in the following month's bill. Payment is due within ten days upon
receipt of invoice.
LIABILITY:
The Company agrees to indemnify and hold harmless SGI from and against any and
all losses, claims, damages, expenses or liabilities which SGI may incur based
upon information, representations, reports or data furnished by the Company to
the extent that such material is furnished, prepared or approved by the Company
in writing for use by SGI, provided that the Company is notified promptly of
any claim, action, suit or proceeding giving rise to the right of
indemnification, that the Company has the right to retain exclusive control
over the defense of any action, suit or proceeding and that SGI cooperates with
the Company in connection with any such claim, action, suit or proceeding.
Notwithstanding the foregoing, the Company shall not be liable and will not
indemnify SGI in respect of any losses, claims, damages, expenses or
liabilities arising from SGI's misconduct or negligence in performing its
duties under this agreement.
SGI agrees to indemnify and hold harmless the Company from and against any and
all losses, claims, damages, expenses or liabilities which the Company may
incur based on SGI's misconduct or negligence in performing its duties under
this Agreement, provided that SGI is notified promptly of any claim, action,
suit or proceeding giving rise to the right to indemnification, that SGI has
the right to retain exclusive control over the defense of any action, suit or
proceeding and that the Company cooperates with SGI in connection with any such
claim, action, suit or proceeding.
This agreement shall be subject to the jurisdiction of/and laws of the State of
New York.
Please confirm agreement to the above by endorsing all three copies (3) and
return two (2) copies to SGI.
AGREED AND ACCEPTED BY: DATED: 10/12/95
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/s/ ?????????????????? /s/ ?????????????????????
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Conquest Industries Inc. Strategic Growth International, Inc.
