FINANCIAL PUBLIC RELATIONS AGREEMENT
Agreement made this 9th day of June, 2000 by and between RTS
Investor Relations, located at 000 Xxxxxxx X. Xxxxx Xxxxxx, Xxxxxx
Xxxxxx, XX (hereinafter "RTS"), and XXXx.xxx, Inc, located at 000
Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx (hereinafter
referred as ("Client").
WHEREAS the Client, a publicly held corporation, desires to
retain the services of RTS to advise and assist it in its ongoing
financial public relations, which the Client recognizes as
requiring time and constant attention to develop and sustain the
attention and interest of shareholders and other members of the
investment and financial community; and
WHEREAS RTS will provide such professional services for the
consideration as stated herein:
THEREFORE the parties hereby agree as follows:
1. Retention: Client retains RTS to advise and assist in
its ongoing financial public relations, which the Client recognizes
as requiring time and constant diligence to develop and sustain the
attention and interest of shareholders and other members of the
investment and financial community. Such services would include,
as necessary and authorized by the Client:
a) company's contract will all market makers
b) company's liaison is retaining and coordinating the
efforts of additional and current Investor Relations
firms; and consultants
c) fact sheets and brochures distributed-, (prepared by
client)
d) contacts to attract both individual and institutional
investors;
e) distribution of the Client' s annual, quarterly and other
reports; (when requested of RTS)
f) such other activities as shall be agreed upon in order to
maintain an active interest and market in the Clients
stock.
RTS's services will be performed at its facilities and at such other
places as are appropriate and necessary for RTS to perform its duties
hereunder provided however that Client is then in compliance with all
it's obligations under this agreement including but not limited to
payment obligations.
*2. Compensation: For the services set forth above in paragraph
one, RTS shall be paid $3,000 per month commencing on the date first set
forth above plus reimbursement for all out of pocket costs in accordance
with paragraph 3. Additionally, client will issue to RTS Investor
Relations 300,000 shares of restricted stock in XXXx.xxx, Inc.
Instructions regarding delivery of shares to RTS shall be given to
clients transfer agent immediately upon execution of this Agreement and
issued as follows:
A. 100,000 shares with piggyback registration rights to be
delivered to RTS as soon as possible after the date first set forth
above.
Exhibit - 10.6
B. 50,000 shares in the name of Xxxx Xxxxxx, SSN: ###-##-#### of
000 Xxxxxxxxx Xxxxx, Xxxxxxxxxxx, X.X. 00000, who is a consultant to
RTS, to be registered in an S-8 within 30 days after the date of the
agreement and delivered to Xx. Xxxxxx as soon as possible thereafter.
C. 75,000 shares with piggyback registration Tights to be
delivered to RTS 90 days after the date first set forth above.
D. 75,000 shares with piggyback registration rights to be
delivered to RTS 180 days after the date first set forth above.
* Cash portion of this agreement is deferred until such time as the
company is able to show an equity investment of $500,000 or more (any
past due amounts will be paid at the time of such financing).
* If client files a registration statement with the SEC, at any time
after the signing of this contract, the client will include the 250,000
restricted shares issued as part of this contract in the registration
statement.
3. Reimbursement: RTS shall be reimbursed by client for
disbursements (out of pocket expense) of RTS in providing the services
set forth in paragraph 1 above, for the benefit of client which include
but are not limited to: travel, hotel costs, copywriting, layout, art and
photographic services, mechanicals, printing, duplication and
reproduction costs, advertising costs, messenger and delivery services,
telephone toll charges, fax, postage, newswire, on-line computer news
service and any other necessary incidental expenses and any other related
expense.
4. Payment: Client agrees to pay all fees monthly in advance.
The costs expenses and out of pocket disbursement incurred on behalf of
Client as described in paragraph 3 above will be paid to RTS in advance
concurrently with Client's delivery of written approval to RTS for any
such cost, expense or out of pocket disbursements. Upon the signing of
this agreement, Client shall pay $1,000 in advance to be applied to out
of pocket expenses described herein.
5. Interest: Any payment due hereunder that is not paid as
provided for herein shall incur a one and one half (1-1/2z%) percent per
month later fee.
6. Term of Agreement : RTS's services shall be available to
Client for a one (1) year period commencing on the date of this
agreement.
7. Representations and Warranties:
A. Client hereby represents and warranty that: The
outstanding Common Stock of the Client has been duly and validly
authorized and issued and is fully paid and non assessable and will
conform to all statements with regard thereto contained in its Offering
Memorandum. No sales of securities have been made by the Client in
violation of the registration provisions of the Securities Act of 1933,
as amended. Any Common Stock Purchase Warrants have been duly and
validly authorized and, when sold and delivered, will constitute valid
and binding obligations of the Client enforceable in accordance with the
terms thereof and will conform to all statements with regard thereto
contained in any of its governmental filings.
B. Client represents and warrants that all payments
and authorizations under this Agreement constitute compensation for
services performed or to be performed and do not constitute an offer,
payment, promise or authorization for payment of any money or gift to any
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Exhibit - 10.6
official or other person to influence any act or decision of an official
or person to induce such official or person to affect or influence any
act or decision in favor of the Client.
C. The Client, at its own expense will prepare, file
and update such financial statements and Other information as may be
required by the SEC or states in which the sale of the Client's Common
Stock way be qualified. During the one (1) year retention period of RTS,
or any extension thereof, the Client will deliver to RTS copies of each
annual quarterly and other reports and documents which the Client shall
timely present to its security holders and/or file with the SEC and other
state governmental authority, within thirty (30) days of the preparation
and submission of such documents and reports.
8. Indemnification: The Client, for good and valuable
consideration the receipt of which is hereby acknowledged, undertakes and
agrees to indemnify and hold RTS harmless from and against and in respect
of any liability, damage, loss or expense to RTS resulting from (a) the
inaccuracy or omission of any information, representation or warranty
made to RTS and/or contained in any materials distributed and/or
advertised to the public and/or filed with any governmental or regulatory
authority or agency; (b) any inaccuracy or omission in the financial
statements, documents or materials of the Client required to be filed
with any governmental or regulatory authority or agency and/or
distributed to the public and of shareholder interest; (c) any failure
of the Client to discharge any duty or perform any obligation required
of it under (i) any rules, statutes and regulations enacted and/or
enforced by any governmental or regulatory authority or agency, (ii) any
representation, undertaking or warranty set forth in any document or
materials distributed to the public and/or filed with any governmental
or regulatory authority or agency, (iii) any contract incident to the
Client conducting its current or proposed business activity; or (d) any
violation by the Client of any federal, state or local law, ordinance,
regulation or order. RTS, for good and valuable consideration hereby
agrees to indemnify client from and against and in respect of any
misrepresentations made by RTS in representing client, unauthorized or
unlawful use of confidential client information obtained during the
course of this agreement, or any willful misconduct or gross negligence
of RTS in the performance of its duties under this agreement.
9. Termination Because of Non-Compliance: This Agreement may be
terminated by RTS by notice to the Client in the event that the Client
shall have failed or been unable to comply with any of the terms,
conditions or provisions of this Agreement on the part of the Client to
be performed, complied with or fulfilled within the respective times
herein provided for, unless compliance therewith or performance or
satisfaction thereof shall have been expressly waived by RTS in writing.
10. Termination of Agreement: In the event that RTS should
withdraw from retention by the Client, any sums that have become due in
accordance with this Agreement but have not been paid at the time of
withdrawal will be deemed to be for services already rendered and shall
be paid immediately by the Client, any sums that have been paid to RTS
will be deemed earned and for services already performed. The Client
shall pay RTS immediately for all unreimbursed charges, costs and
expenses paid or incurred by RTS prior to the time of withdrawal. If such
termination is for non-payment, Client agrees to pay all legal and other
collection fees with appropriate interest.
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Exhibit - 10.6
11. Non-Affiliation: Nothing herein shall be construed as
creating a relationship of employer-employee, partners, joint ventures
or other such or similar relationship between the parties hereto.
12. Confidentiality: In the course of the performance of MIS
duties, it is expected that RTS will receive information which may be
considered material inside information. RTS will not disclose this
information to others except as authorized by Client and necessary in
order for RTS to perform its duties and comply with such federal, state
and municipal laws, rules and regulations or other regulatory body.
13. Cooperation, Diligence, Disclosure and Disclaimer of
Warranty: The Client acknowledges and agrees that a great deal of time,
cooperation, diligence and disclosure is necessary in order for RTS to
perform its duties as contemplated herein. Ile Client acknowledges and
agrees that no representation or warranty concerning the successful
outcome of any proposal or recommendation is or can be made. Client
acknowledges and understands that this is especially true when approval
of a governmental or regulatory authority or agency is needed in order
for Client to effect a proposed course of business which includes the
possible intervention and institution by any governmental or regulatory
authority or agency of any proceedings into the activities of the Client
or its principals. All statements of ATS concerning any and all matters
contemplated herein are statements of opinion only.
14. Warranty that Agreement does not Contemplate Acts of a Finder,
Underwriter, Broker, Dealer or Promoter. The Client acknowledges and
agrees that no representations or warranty has been made by RTS,
associates, affiliates or any other person as to the successful outcome
of any media, financial plan, private or public financing or other
business plans put forth by RTS, its affiliates or associates. The Client
further acknowledges and agrees that RTS, its affiliates and/or
associates have not, and will not act or be considered to act as a
finder, underwriter, broker, dealer or promoter of any of the Client's
securities, either in private or public transactions. Client represents
and warrants that all payments and authorizations under this agreement
constitute compensation for services performed or to be performed and do
not constitute an offer, payment promise or authorization for payment to
RTS, or its affiliates and/or associates to act as a finder, underwriter,
broker, dealer or promoter of any of the Clients securities.
15. Rights and Remedies Upon Default: Upon the occurrence of any
event of default and any time thereafter, RTS shall have all the rights
and remedies provided in this Agreement, and any other writing executed
by the parties, and as may be provided and allowed in law. RTS shall not
be deemed to have waived any of its rights and remedies unless such
waiver is in writing and signed by the parties hereto. A waiver of a
breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach. No delay or omission on
RTS's part in exercising any right shall operate as a waiver of that
right or any other right.
16. Entire Understanding: This Agreement contains the entire
understanding between the parties and may not be modified except in
writing and signed by the parties hereto.
17. Notices: All notices required under this Agreement shall be
sent by registered or certified mail, return receipt requested, addressed
as set forth herein or to such other address as the parties may have
notice.
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Exhibit - 10.6
18. Governing Law: This Agreement shall be governed by and
construed in accordance with the laws of the State of New York and to
which jurisdiction the parties hereto consent for the adjudication of all
disputes.
19. Severability: If any provision of this Agreement is held to be
invalid, illegal, or unenforceable, then only that portion is void and
shall not affect or impair, in any way, the validity, legality, or
enforceability of the remainder of this Agreement.
20. Counterparts: This Agreement may be executed in any number of
counterparts, each of which may be deemed an original and all of which
together will constitute me and the same instrument
WITNESS THEREOF the parties have executed this Agreement as of the
date first above written
XXXx.xxx, Inc. RTS Investor Relations
By:___________________________ By:___/s/Xxxxxxx Sullivan___ 6/9/2000
Xxxxxx X. Richfield
Title: President Title: President
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Exhibit - 10.6
18. Governing Law: This Agreement shall be governed by and
construed in accordance with the laws of the State of New York and to
which jurisdiction the parties hereto consent for the adjudication of all
disputes.
19. Severability: If any provision of this Agreement is held to be
invalid, illegal, or unenforceable, then only that portion is void and
shall not affect or impair, in any way, the validity, legality, or
enforceability of the remainder of this Agreement.
20. Counterparts: This Agreement may be executed in any number of
counterparts, each of which may be deemed an original and all of which
together will constitute me and the same instrument
WITNESS THEREOF the parties have executed this Agreement as of the
date first above written
XXXx.xxx, Inc. RTS Investor Relations
By:___/s/Xxxxxx X. Richfield___ By:___/s/Xxxxxxx Sullivan___ 6/9/2000
Xxxxxx X. Richfield
Title: President Title: President
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Exhibit - 10.6
