1
EXHIBIT 10.8
PROFESSIONAL SERVICE AGREEMENT
between NetStaff, Inc., (referred to as "NTSF")
000 Xxxxx Xxxx,
Xxx Xxxxxxxxx,
XX 00000
and Xxxxxxx, Xxxx & Associates, Inc., (referred to as "ELA")
00000 Xxxxxx Xxx,
Xxxxxx Xxxxx,
XX 00000
Whereas, NTSF desires to seek investor relations representation in Germany and
other European countries and,
Whereas, NTSF desires ELA to represent NTSF through its affiliations in Germany
("affiliates") and other European countries for disseminating investor relations
(I.R.) information and creating awareness of NTSF in the European financial
community.
NOW THEREFORE, in consideration of the foregoing and the mutual promises, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. ELA, through its German affiliates, will distribute and disseminate
information exclusively provided by NTSF to existing and potential
shareholders in Europe.
2. ELA, upon receipt of all documentation listed in Exhibit A attached
hereto, will use its best efforts to seek a listing of NTSF shares on
the Berlin OTC Exchange. Also, ELA, through its German affiliates, will
distribute and disseminate information exclusively provided by NTSF to
existing and potential shareholders in Europe. In addition ELA will
coordinate with and assist NTSF with the entity chosen by NTSF to
facilitate in the listing of NTSF shares on the Frankfurt OTC Exchange.
3. ELA will provide such services as listed in Exhibit B for a period of
six months, beginning on the date of this agreement provided the cash
and stock fee is received by ELA, pursuant to the terms of Section 6.
4. NTSF will make a good faith effort to keep ELA informed and advised
about all public information available about NTSF and that information
alone will be the source of information for dissemination and
translation to shareholders or other interested parties in Europe. ELA
will keep NTSF informed of its activities on behalf of NTSF including,
but not limited to, providing a monthly report if so requested by NTSF,
in English, of such activities performed in the prior thirty (30) day
period and activities projected for the next thirty (30) day period. All
materials prepared by ELA relating to NTSF will be subject to review and
modification by NTSF prior to their distribution by ELA. To facilitate
this process, NTSF will commit to a turn-around time of two (2) business
days from the time it receives the material for review.
Page 1 of 7
2
5. NTSF will send to ELA three copies of all filings made by NTSF with the
Securities and Exchange Commission, NASD or other Stock Exchanges,
immediately upon filing. One copy of every filing/press release will be
faxed directly to the U.K. office of ELA. NTSF's personnel will be
available to ELA's affiliates for periodic updates, upon reasonable
notice. NTSF, as part its first press release relating to any European
Listing, will include a statement (to be approved by ELA) that ELA has
been retained for the European Investor Relations services mentioned
herein.
6. ELA's remuneration for the above services outlined will be as follows:
a) NTSF will pay ELA a total of $42,000 USD plus One Hundred
thousand (100,000) Cashless Stock Warrants. Such cash and stock
payment will be made to ELA as follows:-
b) An `initial amount' of $15,000 will be paid by NTSF coincident
with the signing of this agreement. Upon receipt of the `initial
amount', ELA will seek a listing for NTSF on the Berlin OTC
Exchange and provide services listed in Exhibit B item 1. A second
amount of $15,000 will be paid to ELA within two (2) business days
of NTSF shares being listed on the Berlin OTC Exchange and a third
amount of $12,000 (being the balance of the $12,000 cash fee) will
be paid to ELA within thirty business (30) days of NTSF shares
being listed on the Berlin OTC Exchange or five (5) business days
before the commencement date of the European Investor Relations
Roadshow, whichever is the sooner.
c) NTSF will, coincident with the signing of this agreement, issue
a Cashless Warrant to purchase 40,000 shares of NTSF's common stock
to ELA (or its assigns). The Cashless Warrant shall have a three
(3) year term and shall entitle the holder to purchase 40,000
shares at an exercise price of $4.50 per share and carry piggy-back
registration rights.
d) NTSF will, coincident with the listing of NTSF shares on the
Berlin OTC Exchange, issue a Cashless Warrant to purchase 30,000
shares of NTSF's common stock to ELA (or its assigns). The Cashless
Warrant shall have a three (3) year term and shall entitle the
holder to purchase 30,000 shares at an exercise price of $5.50 per
share and carry piggy-back registration rights.
e) NTSF will, coincident with the listing of NTSF shares on the
Berlin OTC Exchange, issue a Cashless Warrant to purchase 30,000
shares of NTSF's common stock to ELA (or its assigns). The Cashless
Warrant shall have a three (3) year term and shall entitle the
holder to purchase 30,000 shares at an exercise price of $6.50 per
share and carry piggy-back registration rights.
7. Special Conditions (Road-Show Presentations): All road show
presentations will be at the Company's request and billed separately at
$4,500 USD per location (Germany/Switzerland). Each presentation is
usually a luncheon for up to approximately 40 invited guests/investors.
Also, related cost such as travel and expenses are approximately $1,500
USD per presentation, for a total cost to the Company of $6,000 per
location. We highly recommend at least two (2) road-show presentations
per year.
Page 2 of 7
3
8. Indemnification. The Company agrees to indemnify and hold ELA, its
attorneys and all of its officers, directors, employees, affiliates and
agents harmless from and against any and all manner of actions, causes
of action, claims, demands, costs, damages, liabilities, losses,
obligations and expenses (including actual attorney's fees) arising or
resulting from or related to ELA's performance of the services pursuant
hereunder, unless they are due to breach of this agreement or negligence
or misconduct of ELA.
9. Law, Forum and Jurisdiction. This agreement shall be construed and
interpreted in accordance with the laws of the State of California. The
parties agree that any dispute arising under or with respect to or in
connection with this agreement, whether during the term of this
agreement or at any subsequent time, shall be resolved fully and
exclusively by binding arbitration in accordance with the commercial
rules then in force of the American Arbitration Association and the
proceedings taking place in Santa Ana, California.
10. Attorney's Fees. In the event that any party institutes any action to
enforce this Agreement or to secure relief from any default hereunder or
breach hereof, the prevailing party shall be entitled to reimbursement
from the non-prevailing party for all costs, including reasonable
attorney's fees, incurred in connection therewith and in enforcing or
collecting any judgment rendered therein.
11. Confidentiality. The NTSF and ELA agree that unless and until mutually
agreed upon, they and their representatives will hold in strict
confidence all data and information obtained with respect to the other
party or any subsidiary thereof from any representative, consultant,
officer, director or employee, or from any books or records or from
personal inspection, of such other party, and shall not use such data or
information or disclose the same to others, except:
(i) to the extent such data or information are a matter of public
knowledge or are required by law to be published; and,
(ii) to the extent that such data or information must be used or
disclosed in order to consummate the transactions contemplated by
this Agreement.
12. Entire Agreement. This Agreement applies to transactions which involve
successors, assigns, affiliates or subsidiary companies or entities.
This agreement represents the entire agreement between the parties
hereto relating to the subject matter hereof. This agreement alone fully
and completely expresses the agreement of the parties relating to the
subject matter hereof and there are no other courses of dealing,
understandings, agreements, representations or warranties, written or
oral, except as set forth herein. This Agreement may not be amended or
modified, except by a written agreement signed by all parties hereto.
Page 3 of 7
4
Wherefore, the parties have executed this Agreement this 31st day of March,
2000.
NETSTAFF, INC.,
By: /s/ XXXXXXX XXXXX
-----------------------------------
Xxxxxxx Xxxxx, CEO
XXXXXXX, XXXX & ASSOCIATES, INC.,
By: /s/ H. XXX XXXXXXX
-----------------------------------
Xxx Xxxxxxx, Principal
Page 4 of 7
5
EXHIBIT A
INFORMATION REQUIRED FOR LISTING APPROVAL ON A GERMAN STOCK EXCHANGE:
1. The Company's latest Form 10K or Annual Report *
2. Corporate brochure or corporate overview (if available)
3. Last 6 months press releases *
4. Copies of any media or analyst reports (if available)
5. Standard & Poor listing sheet (if available)
6. Letter's on the Company's letterhead addressed as follows:*
* Mandatory
================================================================================
Dear Sirs,
We hereby apply for a listing on the Berlin OTC Exchange at as early a date as
possible. We are looking forward to being a participant in this market as soon
as possible.
Very truly yours,
NetStaff, Inc.,
By: Date:
------------------------------ -------------------------------
Xxxxxxx Xxxxx, CEO
================================================================================
Dear Sirs,
We hereby apply for a listing on the Frankfurt Exchange at as early a date as
possible. We are looking forward to being a participant in this market as soon
as possible.
Very truly yours,
NetStaff, Inc.,
By: Date:
------------------------------ -------------------------------
Xxxxxxx Xxxxx, CEO
Page 5 of 7
6
EXHIBIT B
1. Research Report in German. This report is a summary and profile of your
Company (products, services, management-background, outlook, etc.) which gives
potential investors a scenario of your Company. This report will be sent to
about 1,500 potential investors, money managers, stock advisory groups,
journalists and publishers who have an interest in company's industry and
business. Interested parties will have the opportunity of requesting from us the
company's investor relation's kit. Such report will be subject to NTSF review
before it is disseminated or used.
2. Media Work. Articles will be strategically placed in the highest circulated
media that relates to your Company's business and the stock and financial
markets in general. Articles are subject to NTSF's review prior to placement and
NTSF will receive copies of such articles.
3. Permanent Presswork. Mailing and distribution on all company's press releases
and corporate news translated in German and sent out via e-mail and/or direct
mail.
4. Profile. Your corporate profile will be posted on the Internet via the
TeamWork Kommunikations GmbH directory. Your Company will have its own portrait
page with a link to your original homepage in the USA plus all corporate news
and press releases will be posted in English and German languages.
5. Internet. Create an Internet presence in Europe by exposing the Company's web
site to various financial and industry-related directories including one of
Germany's most visited financial sites (over 200,000 hit per day).
6. Strategy. Our primary focus is strategic communications -- generating
awareness and understanding of a company among members of the financial
community -- traders, analysts, portfolio managers, brokers and individual
investors; the business community, Press Editors and the general public. Our
goal is to get a company's stock fully valued, increase trading volume, increase
the number of foreign shareholders, expand analyst following and gain
international media publicity for your company.
Optional Services and Costs:
* Road Shows. After investors have received information about your Company,
it is recommended that we schedule breakfast and/or lunch meetings in 2 or 3
European cities (i.e., Hamburg, Frankfurt) with institutional investors, fund
managers and journalists (30 - 50 pre-qualified parties are usually invited).
* Special Conditions (Road-Show Presentations):
All road show presentations will be at the company's request and billed
separately at $4,500 USD per location (Germany/Switzerland). Each
presentation is a luncheon usually for up to approximately 40 qualified
invited guests/investors. Also, related cost such as travel and expenses
are approximately $1,500 USD per presentation, for a total cost to the
Company of $6,000 per location. We highly recommend at least two (2)
road-show presentations per year.
Page 6 of 7
7
Advertisements. Several "Tombstone-Ads" should be booked to create interest in
your Company in a way that investors can get a free copy of the research report
and media kit mentioned above. This should be done in several different media
and should be over a period of 4 - 8 weeks at a time when your Company is in a
position to issue favorable corporate news and press releases:
We recommend running these ads in the following 4 German media: (DER AKTIONAR,
BorseOnline, Das Wertpapier, Euro am Xxxxxxx) each with 5 ads over a 2 two month
period. This campaign would be a total of 20 ads with an average price per ad of
$1,000 to $1,500 plus a 16% VAT tax.
Page 7 of 7
