LOGO] Hawk Associates, Inc.
EXHIBIT
10.6
[LOGO]
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Hawk
Associates, Inc.
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000
Xxxxxxxx Xxxx
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Xxx
Xxxxx, XX 00000
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Tel:
(000) 000-0000
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Fax:
(000) 000-0000
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Xxxxx
X.
Xxxxxxx, Xx., Chief Executive Officer
Xxxxx
X.
Xxxxxxxx President
xxxx@xxxxxxxxxxxxxx.xxx
AGREEMENT
made as of June 1,
2005
(the
“Effective Date”) between Hawk
Associates, Inc.,
a
Florida investor relations firm having its place of business at 000 Xxxxxxxx
XXxx, Xxx Xxxxx, XX 00000 (hereinafter referred to as “Hawk”) and Xxxxxxx
Technologies Corp
with an
address at 0000 Xxxxx 000xx
Xxxxxx,
Xxxxx, XX 00000 (herein after referred to as the “Company”).
WITNESSETH:
WHEREAS,
Hawk is engaged in the business of providing investor relations, financial
media
relations and other appropriate consulting and advisory services;
and
WHEREAS,
the Company is desirous of entering into an agreement utilizing Hawk services
and expertise; and
WHEREAS,
the Company desires to accept such a relationship upon the terms and conditions
hereinafter set forth;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, it is agreed as follows:
1. The
Company desires to retain the services of Hawk as an independent contractor
to
provide investor relations consulting and advisory services in numerous areas
and Hawk desires to accept such engagement by Company, pursuant to the terms
and
conditions of this Agreement. These areas include providing the following
services, but are not limited to:
·
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Development
of Investor/Media Relations Wall Street
Branding
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·
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Strategy
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·
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Regular
exposure on a Hawk investor-oriented
website.
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·
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Company
has the unrestricted rights to link to the
Hawk
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·
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websites
from its website,
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·
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Creation
and Regular Updating of Investment
Profiles
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·
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Hawk
Associates Website Virtual Investor Kit/Virtual Media
Kit
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Initials:
/s/
KRF
Hawk Associates Consulting Agreement |
Page
2 of 2
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·
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Email
Alerts
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·
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Drafting
and Management of Press Releases
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·
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Road
Shows/Investor Meetings
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·
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PowerPoint
Investor Presentation
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·
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Quarterly
Conference Calls (as appropriate)
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·
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Crisis
Management Consulting (as
appropriate)
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·
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Development
and Maintenance of Investor/Media Email and Contact
Database
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·
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Annual
Reports/Quarterly Reports to Shareholders (as
appropriate)
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·
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Expanded
Company Backgrounder or Fact Sheets
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·
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Mailings
to Targeted Members of the Investment Community and Media (as
appropriate)
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·
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Handling
of Investor Information Queries
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2. In
consideration for such services, Company will provide the following compensation
to Hawk:
X.
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Xxxx
will be granted five-year warrants on 70,000 shares of the Company’s
common stock, The warrants will be priced at $2.09 and will be
issued
immediately upon execution of this
agreement.
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X.
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Xxxx
will be paid a retainer fee of $6,600 per month. In addition, Hawk
will be
reimbursed for normal out of pocket operating expenses such as
phones,
faxes, Fedexes, routine printing and routine postage incurred by
Hawk on
behalf of Company. These expenses will be invoiced at a rate of
$400 per
month. These cash payments will begin with an initial payment of
$21,000
representing the first three months of the retainer covering June
2005
through August 2005 and basic expenses for that period. The next
invoice
will be issued on September 1, 2005. All subsequent xxxxxxxx will
be one
month in advance with travel expenses and other non-routine expenses
billed in arrears. Invoices will be paid in lull within 15
days.
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C.
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Company
shall reimburse Hawk and its representatives for
such
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reasonable
out-of-pocket expenses as Hawk may incur in connection with the rendition
of the
services. Such items shall include, but not be limited to, all travel related
expenses for Hawk to visit the Company facilities as well as business and
entertainment expenses incurred with financial analysts, fund managers, brokers,
potential investors, members of the media and/or financing
candidates.
D.
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Third
party vendor expenses such as design fees, printing costs and related
materials, database acquisitions, PR Newswire fees, conference
calls and
special promotions will be billed directly to Company by the vendors.
Hawk
will not benefit financially from a markup of these
services.
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Initials:
/s/
KRF
Hawk Associates Consulting Agreement |
Page
3 of 3
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3. The
initial term (“Term”) of this Agreement shall be for a period of six months
commencing on the Effective Date hereof and ending on November 30, 2005.
Effective November 30, 2005, this contract will automatically renew for a
period
of 30 days every successive 30 days. After October 31, 2005, either party
will
have the right to terminate this agreement with 30 days notice.
4. All
proprietary information furnished to Hawk by Company shall be deemed to be
confidential and shall be kept in strict confidence under appropriate
safeguards. Company agrees that the Hawk website and profiles are protected
by
applicable copyright laws and will not be copied or otherwise used by Company
without the written permission of Hawk.
5. This
consulting agreement, acceptable to both parties and representing the full
and
final execution of this document, contains the full agreement of the parties
hereto concerning the subject matter hereof and shall not be modified, altered,
changed or terminated except pursuant to a writing signed by all of the
parties.
6. This
agreement shall be binding upon and inure to the benefit of the respective
heirs, executors, administrators, successors and assigns of the parties
below.
7. The
validity of this agreement shall be determined in accordance with the internal
laws of the State of Florida.
8. Any
and
all notices, requests, demands or other communications hereunder shall be
in
writing, and deemed given and received if delivered personally or sent by
certified or registered mail, postage prepaid, return receipt requested to
each
of the parties hereto at the addresses hereinabove first written or such
other
addresses as may from time to time be designated by any of them In
writing.
IN
WITNESS WHEREOF, the Company and Hawk have executed and delivered this agreement
as of the day and year first above written.
By:
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__________________________________
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Xxxxx
X.
Xxxxxxx, Xx.
CEO
Initials:
/s/
KRF
Hawk Associates Consulting Agreement |
Page
4 of 4
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Hawk
Associates, Inc.
Dated:
06/07/05
THE
UNDERSIGNED HAVE READ
AND
HEREBY CONSENT AND AGREE
TO
THE
TERMS OF THE FOREGOING
AGREEMENT,
By:
/s/
Xxxxx X.
Xxxxxxxxx
Xxxxx
Xxxxxxxxx
Chief
Executive Officer
Xxxxxxx
Technologies Corp.
cc:
Xxxxx X. Xxxxxxxx, President, Hawk Associates,
Inc.