EXHIBIT 10.18
LEAD GENERATION/CORPORATE RELATIONS AGREEMENT
THIS AGREEMENT is made this 14TH day of APRIL, 1998, between CORPORATE RELATIONS
GROUP, INC., a Florida corporation (hereinafter "CRG"), and CORGENIX MEDICAL
CORPORATION (hereinafter the "Client").
RECITALS
1. The Client wishes to retain CRG to provide corporate relations services to
the Client.
2. CRG is willing to provide such corporate relations services as are more
fully described herein.
NOW THEREFORE, in consideration of the mutual promises contained herein, it is
agreed as follows:
1. FURNISHING OF INFORMATION BY CLIENT. The Client shall furnish to CRG
information about the Client such as copies of disclosure and filing
materials, financial statements, business plans, promotional information
and background of the Client's officers and directors ("Information
Package"). The Client shall update the Information Package on a continuous
basis. The Client understands that the sole purpose for providing CRG with
the Information Package is for utilization in a Lead Generation / Corporate
Relations program. CRG is not obligated to assess the financial viability
of the Client. CRG may rely on, and assume the accuracy of the Information
Package.
2. REPRESENTATIONS AND WARRANTIES OF CLIENT. The Client represents that all
information included in the Information Package furnished to CRG shall
disclose all material facts and shall not omit any facts necessary to make
statements made on behalf of the Client not misleading.
3. COVENANTS OF THE CLIENT. The Client covenants and warrants that any
information submitted for dissemination will be truthful, accurate, and in
compliance with all copyright and all other applicable laws and regulations
and will not be submitted in connection with any improper or illegal act or
deed.
4. For a period of twelve (12) months, pursuant to the terms hereof, CRG's
services shall specifically include making oral representations on behalf
of the Client pursuant to the following procedures:
(a) PREPARATION OF PROOFS. CRG shall prepare proofs and/or tapes of the
agreed upon materials and information, as set for dissemination, for
the Client's review and approval.
(b) CORRECTION AND CHANGES OF PROOFS AND/OR TAPES. CRG shall make all
corrections and changes that the Client may request.
(c) SIGN OFFS. A duly authorized representative of the Client shall sign
all approvals, corrections and change of proofs by the Client. The
Client hereby designates the individual(s) listed in Exhibit "C"
hereof as authorized representatives for purposes of this paragraph
4(a), (b) and (c); and CRG may rely upon this designation.
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5. COMPENSATION. Refer to Exhibit "B".
6. IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT THE ABOVE COMPENSATION IN
U.S. CURRENCY, OR FREE TRADING SHARES OF THE COMPANY, SHOULD BE PAID TIMELY
UPON EXECUTION OF THIS AGREEMENT. CRG WILL RETAIN THE OPTION, BUT IS NOT
COMPELLED TO BEGIN ITS PERFORMANCE UNDER THIS AGREEMENT PRIOR TO THE
PAYMENT OF SUCH COMPENSATION IN U.S. CURRENCY OR FREE TRADING SHARES.
7. ASSUMPTION OF LIABILITY AND INDEMNIFICATION. The Client assumes and claims
all responsibility and liability for the content of all information
disseminated on behalf of the Client which have been approved by Client.
The Client shall indemnify and hold CRG, its subsidiaries and parent
Company harmless from and against all demands, claims or liability arising
for any reason due to the context of information disseminated on behalf of
the Client. This indemnity shall include any costs incurred by CRG
including, but not limited to, legal fees and expenses incurred both in
administrative proceedings, at trial and appellate levels, in settlement of
claims and payment of any judgment against CRG.
8. TERMINATION FOR FRAUD OR CRIMINAL ACTS. The client further agrees that CRG
may terminate this Contract without recourse to the Client if the Company
is found to be in violation of rules promulgated by any United States
regulatory agency or of any state regulatory agency. Illegal activity per
se shall include but not be limited to the release by the Company of false
press releases or the payment of any securities or money to brokers. In the
event of such action by the Company, CRG will be entitled to retain any and
all monies prior paid.
9. ASSIGNMENT AND DELEGATION. Neither party may assign any rights or delegate
any duties hereunder without the other party's express prior written
consent.
10. ENTIRE AGREEMENT. This writing contains the entire agreement of the
parties. No representations were made or relied upon by either party, other
than those expressly set forth. Furthermore, the Client understands that
CRG makes no guarantees, assurances or representations in regard to the
results of its corporate relations program. No agent, employee or other
representative of either party is empowered to alter any of the above
terms, unless done in writing and signed by an executive officer of the
respective parties.
11. CONTROLLING LAW AND VENUE. This Agreement's validity, interpretation and
performance shall be controlled by and construed under the laws of the
State of Florida. The proper venue and jurisdiction shall be the Circuit
Court in Orange County, Florida.
12. PREVAILING PARTY. In the event of the institution of any legal proceedings
or litigation, at the trial level or appellate level, with regard to this
Agreement, the prevailing party shall be entitled to receive from the
nonprevailing party all costs, reasonable attorney's fees and expenses.
13. FAILURE TO OBJECT NOT A WAIVER. The failure of either party to this
Agreement to object to, or to take affirmative action, with respect to any
conduct of the other which is in violation of the terms of this Agreement
shall not be construed as a waiver of the violation or breach, or of any
future violation, breach or wrongful conduct.
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14. NOTICES. All notices or other documents under this Agreement shall be in
writing and delivered personally or mailed by certified mail, postage
prepaid, addressed to the representative or Company as follows:
Company: CORPORATE RELATIONS GROUP, INC.
0000 Xxx Xxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, President
CLIENT: CORGENIX MEDICAL CORPORATION
00000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxx, Chairman/CEO
15. HEADINGS. Headings in this Agreement are for convenience only not be used
to interpret its provisions.
16. TIME. For all intents and purposes, time is of the essence with this
Agreement.
17. AGREEMENT NOT TO HIRE. The Client understands and appreciates that CRG has
invested a tremendous amount of time, energy and expertise in the training
of its employees to be able to provide the very service that Client
desires. Client further understands that should an employee be enticed to
leave, then CRG will be damaged in an amount the parties are incapable of
calculating at this time. Therefore, the Client agrees not to offer
employment to any employee or subcontractor of CRG, nor to allow any
officer or director of Client to offer such employment with Client or any
other Company with whom officers and directors of Client are employed or
hold a financial stake for a period of three (3) years.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
CORPORATE RELATIONS GROUP, INC.
BY: /S/ XXXXXX X. XXXXXX
--------------------------
Xxxxxx X. Xxxxxx
President
CORGENIX MEDICAL CORPORATION
BY: /S/ XXXXXXXX X. XXXXXXX
--------------------------
Xxxxxxxx X. Xxxxxxx
President
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EXHIBIT "A"
The Corporate Relations Services to be provided by CRG for a twelve (12) month
period are as follows:
I. ADVERTISING AND PRINTING SERVICES
A. MONEYWORLD MAGAZINE - Lead Generation mailing (300,000 print run
total) A four-color magazine will be created of which a four
page advertorial will be dedicated to the Client.
Junior Page advertorial in four (4) separate issues of
MoneyWorld Magazine.
B. GROWTH INDUSTRY REPORT - Four-page, two-color follow-up mail
pieces designed for additional informational purposes, that is
mailed to MoneyWorld respondents.
C. THE CORE BROKER PROGRAM - CRG will produce a core of 8-10 retail
brokers, market makers and/or money managers who will take
positions in the stock of "Client". This process will begin
immediately upon CRG receiving the payment as stipulated in
Exhibit "B" and will be completed no later than a month before
mailing occurs. Upon completion, selection and approval of the
Core Broker Group, CRG will arrange a Core Broker meeting, which
will include a show and tell from the top management of the
"Client" in training of these Core Brokers. The Client will
cover all expenses of the Core Broker meeting. Client will have
prior approval of all expenses and will arrange the meeting.
D. Public relations exposure to newsletter writers, trade and
financial publications - The Client shall be totally responsible
for all travel expenses for the purpose of due diligence of the
Company by financial newsletter writers and/or brokers. The
Client will have total pre-approval rights on these trips.
E. Inclusion as a featured "Lead Generator of the Month" in
CONFIDENTIAL FAX ALERT, a newsletter transmitted by fax to over
8,000 Brokers -
F. Preparation of a Broker Bullet Sheet to be sent to every broker
who shows interest in working the leads and the stock.
G. Lead Tracking Summary maintained for all response leads
generated and provided to the "Client" upon request.
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H. Press releases - Up to four (4) press releases included which
may be extended at the option of the Client", at the Client's
expense.
I. Road Shows - Locations to be determined. Client will cover all
expenses of Road Shows. Client will have prior approval of those
expenses.
J. Advertising on MoneyWorld web site for a period of 60 days (the
advertising will parallel the four (4)-page advertorial in
MoneyWorld magazine).
Introduction to our web site company. Additional assistance is
available to the Client related to web site development and
maintenance.
K. CRG will produce and distribute at its cost the due diligence
packages to all inquiring brokers.
L. CRG targets a minimum of 3% return of qualified investor leads
specifically generated for the Company.
M. Assistance in reviewing documentation to be sent to brokers.
N. "Client" agrees to send CRG, DTC sheets on a weekly basis.
O. "Client" agrees to provide CRG with a complete shareholders list
on a semi-annual basis.
P. "Client" agrees to provide CRG with a list of Blue Sky states on
their attorney's letterhead.
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EXHIBIT "B"
PAYMENT AGREEMENT
made by and between
CORGENIX MEDICAL CORPORATION
and
CORPORATE RELATIONS GROUP, INC.
THIS AGREEMENT is made this 14TH day of APRIL, 1998, and will serve as
confirmation of payment terms for services to be provided CORGENIX MEDICAL
CORPORATION ("CLIENT") whereby CORPORATE RELATIONS GROUP, INC., ("CRG") has
agreed to perform said services as defined in the "Lead Generation / Corporate
Relations Agreement."
TERMS
A. The Client agrees to pay CRG, SEVENTY-FIVE THOUSAND DOLLARS ($75,000 US cy)
due payable thirty (30) days from the signing of this contract.
The parties, Corporate Relations Group, Inc., Xxxx Wolf Technologies, Inc.,
REAADS Medical Product, Inc., and Corgenix Medical Corporation do hereby
agree that this contract is assignable.
B. This Agreement is subject to compliance with the rules of the Exchanges and
Securities Commissions on which Client is listed and registered.
C. IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT THE ABOVE COMPENSATION IN
U.S. CURRENCY, OR FREE TRADING SHARES OF THE COMPANY, SHOULD BE PAID TIMELY
UPON EXECUTION OF THIS AGREEMENT. CRG WILL RETAIN THE OPTION, BUT IS NOT
COMPELLED TO BEGIN ITS PERFORMANCE UNDER THIS AGREEMENT PRIOR TO THE
PAYMENT OF SUCH COMPENSATION IN U.S. CURRENCY OR FREE TRADING SHARES.
D. In the event of termination of the Agreement by Client, CRG shall be fully
released and forever discharged by Client from any further obligations or
liabilities with respect to the "Lead Generation / Corporate Relations
Agreement" and any results therefrom, save and except liabilities arising
from CRG's own negligence during the term of this Agreement. Concurrently,
Client shall be fully released and forever discharged by CRG from any and
all obligations of further payments or liabilities with respect to the
"Lead Generation / Corporate Relations Agreement." This release in no way
affects Point #7, Page 2 of the "Lead Generation / Corporate Relations
Agreement."
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IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
CORPORATE RELATIONS GROUP, INC.
BY:
-----------------------------
Xxxxxx X. Xxxxxx
President
CORGENIX MEDICAL CORPORATION
BY:
-----------------------------
Xxxxxxxx X. Xxxxxxx
President
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EXHIBIT "C"
CORGENIX MEDICAL CORPORATION hereby designates the following person or persons
to act on its behalf for purposes of signing off on all copies pursuant to
Paragraph 4 of this Corporation Relations Agreement. CRG may rely upon the
signature of any of the following:
--------------------------------- ------------------------------------
DIRECTOR (PLEASE SIGN) DIRECTOR (PLEASE PRINT)
--------------------------------- ------------------------------------
PRESIDENT (PLEASE SIGN) PRESIDENT (PLEASE PRINT)
--------------------------------- ------------------------------------
VICE PRESIDENT (PLEASE SIGN) VICE PRESIDENT (PLEASE PRINT)
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