EXHIBIT 10.8
INTERNATIONAL BUYING POWER CORP.
A FINANCIAL PUBLIC RELATIONS NETWORK
0000 XXXXXX XXXX, XXXXX 000 - XXXX XXXXX, XX 00000
PHONE: (000) 000-0000 FAX: (000) 000-0000
ARXA International Energy Inc. June 4, 1998
L. Xxxxx Xxxx
000 Xxxxxxx Xxxxxxx Xx. #000
Xxxxxxx, XX 00000
This is a seven month Agreement and Understanding between ARXA INTERNATIONAL
ENERGY INC. and International Buying Power Corporation. We propose to do the
following:
1) Disseminate a one page "highlighter" by fax and operate an intense
telemarketing follow-up campaign to new brokers. We would target these
brokers primarily instead of those already contacted previously. There
will be 10A/E's on the phone daily.
2) Use an extensive mass faxing program to reach thousands of new brokers in a
very short time. This creates an instant audience of informed brokers.
Follow up calls will turn at least 20% of them into supporters.
3) Use a mass lead faxing program to brokers, of high net worth individuals
who have been identified as stock buyers by Investors Business Daily,
Barrons and other sources including specific leads from the Company. This
builds immediate relief support and incentive for brokers who work the
stock through an "Investor Lead Generation Program".
4) We will seek to make ARXA INTERNATIONAL ENERGY INC. its products and
financial prospects known not only to individual retail stockbrokers, but
also broker-dealers, market makers and other members of the financial
community.
International Buying Power Corporation, in providing the foregoing services,
shall be responsible for all costs incurred except company will be responsible
for mailing out due diligence requests. Your cost in expense fees will be as
follows: $15,000 worth of free-trading common stock or cash or a combination of
both upon signing contract. $15,000 worth of free-trading common stock or cash
or a combination of both on 2nd contract month and 3rd contract month. $10,000
worth of free-trading common stock or cash or a combination of both on 4th
contract month, 5th contract month and 6th contract month. In addition we will
initiate an option program beginning month 4 as proposed below. This contract
can be renewed upon completion.
Page Two of Proposal
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QUANTITY OPTION PRICE TOTAL $ TO COMPANY
-------- ------------ ------------------
200,000 .75 150,000
150,000 1.00 150,000
120,000 1.25 150,000
100,000 1.50 150,000
------- -------
570,000 600,000
One of the major challenges posed to a company requiring equity financing to
fund that growth is lack of sufficient market capitalization. First,
International Buying Power Corporation increases distribution and retail volume
which results in INCREASED MARKET CAPITALIZATION. Through our database of 50,000
stockbrokers targeted to buy stock (preferably retail), we feel that a goal of
bringing in supportive buying on a daily basis is realistic. Depending on the
company's revenue growth, International Buying Power Corporation would determine
the goals for a realistic price of the stock value and set those standards for
over a 3 month contract which would be negotiable at the end of 3 months. You
will gain a proper and orderly retail market for your stock.
This program, as outlined, affords you the greatest coverage in developing
broker interest and higher market capitalization with a support database of
stockbrokers who take positions in your company's stock and increase volume.
The bottom line is volume.
In order to create a database of stockbrokers who turn around and create a
database of investors for any stock, it takes 1) manpower, 2) an accomplished
database of trusted stockbrokers who support undervalued companies, 3) a team of
investor relations people who are not order takers or clerks, 4) professionals
who know the capital markets, 5) the guys who write the tickets and 6) constant
energy on the phones and faxes daily, 8 hours a day. THAT'S WHAT IT TAKES!
WE ACCOMPLISH ALL THAT AND MORE.*
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Xxxxx Xxxxxxx Xxxxxxx X. Xxxxxxxxxx
CEO VP Trading/Sales
International Buying Power Corp. International Buying Power Corp.
---------------------------
L. Xxxxx Xxxx
ARXA International Energy Inc.
FINANCIAL PUBLIC RELATIONS CONSULTING AGREEMENT
A Financial Public Relations Consulting Agreement, made this 4th day of June
1998 by and between ARXA INTERNATIONAL ENERGY INC. located at 000 Xxxxxxx
Xxxxxxx Xx. #000, Xxxxxxx, XX 00000 hereafter referred to as "COMPANY" and
INTERNATIONAL BUYING POWER CORPORATION located at 0000 Xxxxxx Xxxx, Xxx 000,
Xxxx Xxxxx, XX 00000 engaged in providing financial public relations services
hereafter referred to as "CONSULTANT".
WITNESS THAT: Whereas, the COMPANY requires financial public relations services
and desires to employ CONSULTANT to provide such services as an independent
contractor consultant, and CONSULTANT is agreeable to such employment, and the
parties desire a written document formalizing and defining their relationship
and evidencing the terms of their agreement. Now, therefore, intending to be
legally bound and in consideration of the mutual promises and covenants, the
parties have agreed as follows:
1. APPOINTMENT: The COMPANY hereby appoints CONSULTANT as its financial public
relations counsel and hereby retains and employs CONSULTANT, on the terms and
conditions of this Agreement. CONSULTANT accepts such appointment and agrees
to perform the services upon the terms and conditions of this Agreement.
2. TERM: The term of this Agreement shall begin on June 4, 1998 and terminate
on January 4, 1999.
3. SERVICES: (a) CONSULTANT shall act, generally, as financial public
relations counsel, essentially acting (1) as liaison between the COMPANY and
its shareholders; (2) as advisor to the COMPANY with respect to existing and
potential market makers, broker-dealers, underwriters and investors as well as
being the liaison between the COMPANY and such persons; and (3) as advisor to
the COMPANY with respect to communications and information (e.g. interviews,
press releases, shareholder reports, etc.) as well as planning, designed,
developing, organizing, writing and distributing such communications and
information.
(b) CONSULTANT shall seek to make the COMPANY, its management, its
products and its financial situation and prospects known to the financial press
and publications, broker-dealers, mutual funds, institutional investors, market
makers, analysts, investment advisors and other members of the financial
community as well as the financial media and the public generally.
(c) CONSULTANT, in providing the foregoing services, shall be responsible
for all costs of providing the services, not including out-of-pocket expenses
for postage, delivery service (e.g. Airborne Express) and preparation of all
Due Diligence Packages.
3. LIMITATIONS ON SERVICES: The parties recognize that certain
responsibilities and obligations are imposed by federal and state securities
laws and by applicable rules and regulations of stock exchanges, National
Association of Securities Dealers, in-house "due diligence" or "compliance"
departments of brokerage houses, etc. Accordingly, CONSULTANT agrees: (a)
CONSULTANT shall NOT release any financial or other information or data about
the COMPANY without the consent and approval of the COMPANY, signatures on press
releases are necessary. (b) CONSULTANT shall NOT conduct any meetings with
financial analysts without informing the COMPANY in advance of the proposed
meeting and format or agenda of such meeting, and the COMPANY may elect to have
a representative of the COMPANY attend such meeting. (c) CONSULTANT shall NOT
release any information or data about the COMPANY to any selected or limited
person(s), entity or group if CONSULTANT is aware that such information or data
has not been generally released or promulgated. (d) After notice by the COMPANY
of filing for a proposed public offering of securities of the COMPANY and during
any period of restriction on publicity CONSULTANT shall not engage in any public
relations efforts, not in the normal course without approval of counsel for the
COMPANY and of counsel for the COMPANY and of counsel for the underwriter(s), if
any.
5. DUTIES OF COMPANY: (a) COMPANY shall supply CONSULTANT on a regular and
timely basis with all approved data and information about the COMPANY, its
management, its products and its operations, and COMPANY shall be responsible
for advising CONSULTANT of any facts which would affect the accuracy of any
prior data and information previously supplied to CONSULTANT so that CONSULTANT
may take corrective action. (b) COMPANY shall promptly supply consultant: with
full and complete copies of all filings with all federal and state securities
agencies; with full and complete copies of all shareholder reports and
communications whether or not prepared with CONSULTANT'S assistance; with all
data and information supplied to any analyst, broker-dealer, market maker or
other member of the financial community; and with all product/services,
brochures, sales materials, etc. -C- COMPANY shall promptly notify CONSULTANT
of the filing of any registration statement for the sale of securities and of
any other event which triggers any restrictions on publicity. (d) COMPANY shall
contemporaneously notify CONSULTANT if any information or data being supplied to
CONSULTANT has not been generally released or promulgated.
6. REPRESENTATION AND INDEMNIFICATION: (a) The COMPANY shall be deemed to make
a continuing representation of the accuracy of any and all material facts,
material information and data which it supplies to CONSULTANT and the COMPANY
acknowledges its awareness that CONSULTANT will rely on such continuing
representation in disseminating such information and otherwise performing its
public relations functions. (b) CONSULTANT, in the absence of notice in writing
from COMPANY, will rely on the continuing accuracy of material, information and
data supplied by the COMPANY. (c) COMPANY hereby agrees to indemnify
CONSULTANT against, and to hold CONSULTANT harmless from any claims, demands,
suits, loss, damages, etc. arising out of CONSULTANT's reliance upon the
accuracy and continuing accuracy of such facts, material, data and information
unless CONSULTANT has been negligent in fulfilling the duties and obligations
hereunder. (d) COMPANY hereby authorizes CONSULTANT to issue, in CONSULTANTS
sole discretion, corrective, amendatory, supplemental or explanatory press
releases, shareholder communications and reports or data supplied to analysts,
broker-dealers, market makers or other members of the financial community.
7. COMPENSATION: International Buying Power Corporation, in providing the
foregoing services, shall be responsible for all costs incurred. Your cost in
expense fees will be as follows:
We, in providing the foregoing services, will be responsible for all costs
incurred except the Company will be responsible for mailing out due diligence
requests. International Buying Power Corporation, in providing the foregoing
services, shall be responsible for all costs incurred except company will be
responsible for mailing out due diligence requests. Your cost in expense fees
will be as follows: $15,000 worth of free-trading common stock or cash or a
combination of both upon signing contract. $15,000 worth of free-trading common
stock or cash or a combination of both on 2nd contract month and 3rd contract
month. $10,000 worth of free-trading common stock or cash or a combination of
both on 4th contract month, 5th contract month and 6th contract month. In
addition we will initiate an option program beginning month 4 as proposed below.
This contract can be renewed upon completion.
8. BILLING AND PAYMENT: The monthly basic fee provided for in Paragraph 7(a)
shall be due and payable without billing. Xxxxxxxx and payments for special
services (Paragraph 7) shall be as agreed.
9. RELATIONSHIP OF PARTIES: CONSULTANT is a Florida Corporation, responsible
for compensation of its agents, employees and representatives, as well as all
applicable withholding therefrom and taxes thereon (including unemployment
compensation) and all workmen's compensation insurance. This Agreement does not
establish any partnership, joint venture or other business entity or association
between the parties and neither party is intended to have any interest in the
business or property of the other.
10. TERMINATION: This Agreement may be terminated by either party prior to
the expiration of the term provided in Paragraph 2 only in writing and at least
3 business days prior to the expiration of the current contract month.
11. ATTORNEY FEES: Should either party default in the terms or conditions of
this Agreement and suit be filed as a result of such default, the prevailing
party shall be entitled to recover all costs incurred as a result of such
default including all costs and reasonable attorney fees, expenses and court
costs through trial and appeal.
12. WAIVER OF BREACH: The waiver by either party of a breach of any provision
of this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by the other party.
13. ASSIGNMENT: The rights and obligations of the parties under this
Agreement shall inure to the benefit of, and shall be binding upon, the
successors and assigns of the parties.
14. NOTICES: Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by certified mail return
receipt requested to the principal office of the party being notified.
15. ENTIRE AGREEMENT: This instrument contains the entire agreement of the
parties and may be modified only by agreement in writing, signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought. This Agreement shall be governed for all purposes by the
laws of the state of Florida. If any provision of this Agreement is declared
void, such provision shall be deemed severed from this Agreement, which shall
otherwise remain in full force and effect.
SIGNATURE PAGE
IN WITNESS WHEREOF the parties hereto, intending to be legally bound, have
executed this Agreement.
/s/ Xxxxx Xxxxxxx
---------------------------------
Xxxxx Xxxxxxx
CEO
International Buying Power Corp.
/s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxxxx
VP Trading/Sales
International Buying Power Corp.
/s/ L. Xxxxx Xxxx
---------------------------------
L. Xxxxx Xxxx
ARXA International Energy Inc.
