Exhibit 10.1
This letter confirms the terms of the agreement ("Agreement") between SLS
International Inc. ("SITI") and the Internet PR Group Inc., ("IPRG").
1. Engagement. SITI has agreed to engage IPRG as an independent contractor and
consultant to provide investor relation services to SITI, and IPRG has agreed to
provide these services to SITI, subject to the terms and conditions described in
this letter.
2. Term. The initial term of the engagement is for a period of one year from the
date of this letter. This agreement may be renewed at the end of the initial
ter, and at the end of any subsequent renewal term, for successive three-month
periods, but only upon written notice by SITI to IPRG that it desires to
continue the engagement. Both parties acknowledge that SITI's judgment of the
quality of services provided by IPRG will be subjective, and that SITI therefore
has the absolute right to determine its satisfaction with these services.
Accordingly, there is no obligation, implied or otherwise, of SITI to renew this
agreement for successive terms. SITI, in its sole discretion, shall determine
whether the services rendered by IPRG pursuant to this agreement are
satisfactory, and that SITI has no obligation to renew this agreement for
successive terms.
3. Services. IPRG will provide to SITI the following services; ongoing research
coverage, update reports, corporate profiles/postcards, coverage announcements
for news wires, free access to proprietary investor databases, free access to
proprietary broker databases and consultation on securing non proprietary
investor and broker databases. IPRG will also be available to provide counseling
on style and content of investor relation material (SITI will be responsible for
ascertaining that said material meets all jurisdictional and regulatory
requirements prior to public distribution) database management, lead generation
and lead distribution and report distribution.
IPRG will additionally provide SITI with a premium position on its homepage
(standard sized "Watch List" banner on the web site the Internet Stock Review
xxx.xxxxxxxxxxxxxxxxxxx.xxx at no additional cost.
IPRG will additionally distribute to the subscribers of the Internet Stock
Review newsletter, all corporate announcements and earnings announcements of
SITI, at no additional cost.
IPRG additionally will distribute to the subscribers of the Internet Stock
Review newsletter, Press Releases and/or Corporate Profiles created by Good
Morning Wall Street at no additional cost. Good Morning Wall Street creates
audio and/or video enhanced corporate press releases, corporate announcements
and product/service announcements. SITI would have to contract separately with
Good Morning Wall Street for the production of any such enhanced services.
4. Costs. SITI will be responsible for all printing and distribution, press
release and/or advertising costs recommended by IPRG and pre-approved and
prepaid by SITI. SITI will also be responsible for all travel related costs
incurred by IPRG when providing its' services as determined by IPRG and pre-
approved and prepaid by SITI.
5. Compensation for Services I. SITI will pay IPRG a one-time fee of $15,000 in
cash, payable upon commencement.
6. Compensation for Services II. SITI will grant to IPRG 150,00 shares of SITI
common stock. IPRG will be granted piggyback registration rights on the
registration rights on the registrations (other than a registration statement on
Form S-4 or Form S-8) filed subsequent to the date of this contract. All shares
granted to IPRG in SITI common stock will be included in the next registration.
IPRG and SITI agree that this compensation is a nonrefundable payment for
engagement of services. If SITI decides to terminate this agreement prior to
end of the initial term, no refund will be forthcoming to
7. Additional Obligations of IPRG. IPRG agrees that, in connection with its
investor relation services to SITI, it will abide by the following conditions:
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a) IPRG will not release any financial or other material information about SITI
without prior written consent and approval of SITI.
b) IPRG will not conduct any meetings with financial analysts without informing
SITI in writing in advance of the proposed meeting.
c) IPRG will not release any information or data about SITI to any selected
person(s), entitie(s) and/or group(s) if IPRG is aware that such information or
data has not been or is not concurrently or generally disclosed by the company.
d) After notice to IPRG by SITI of a filing for a proposed public offering of
securities, and during any period of restriction on publicity, IPRG shall not
engage in any public relations efforts not in the normal course of business
without the prior written approval of legal counsel for SITI.
e) IPRg will indemnify SITI from all claims, liability, costs or other expenses
(including reasonable attorneys' fees) incurred by SITI as a result of any
inaccurate information concerning SITI released by IPRG, unless such information
was provided to IPRG by SITI, or as a result of any breach by IPRG of any of the
terms and conditions of this agreement.
8. Additional Obligations of the Company. SITI agrees that, in connection with
this agreement, it will indemnify IPRG from all clams, liability, costs or other
expenses incurred (including reasonable attorneys' fees) incurred by IPRG as a
result of any false or intentionally misleading information concerning SITI
provided by SITI or any of its officers or directors to IPRG, or as a result of
any breach by SITI of any of the terms and conditions of this agreement. If, in
SITI's judgment, any material non-public information concerning SITI cannot be
revealed, SITI will advise IPRG in writing that a quiet period is in effect.
9. Independent Contractor. IPRG is an independent contractor responsible for
compensation of its agents, employees and representatives, as well as all
applicable withholding and taxes (including unemployment compensation) and all
workers' compensation insurance.
10. Assignment. The rights and obligations of each party to this Agreement may
not be assigned without the prior written consent of the other party.
11. Entire Agreement. This letter Agreement between SITI and IPRG contains the
entire agreement between them. This Agreement may not be modified or extended
except in writing and signed by SITI and IPRG.
12. California Law. This Agreement shall be governed by and construed in
accordance with California law.
13. Arbitration and Waiver of Jury Trial. ANY DISPUTE BASED UPON OR ARISING OUT
OF THIS LETTER AGREEMENT SHALL BE SUBJECT TO BINDING ARBITRATION TO BE HELD IN
LOS ANGELES COUNTY, CALIFORNIA BEFORE A RETIRED CALIFORNIA SUPERIOR COURT JUDGE.
JUDGMENT ON THE ARBITRATOR'S AWARD SHALL BE FINAL AND BINDING, AND MAY BE
ENTERED IN ANY COMPETENT COURT. AS A PRACTICAL MATTER, BY AGREEING TO ARBITRATE
ALL PARTIES ARE WAIVING JURY TRIAL.
14. Attorney's Fees. The prevailing party in any arbitration or litigation
arising out of or relating to this letter agreement shall be entitled to recover
all attorney's fees and all costs (whether or not such costs are recoverable
pursuant to California Code of Civil Procedure) as may be incurred in connection
with either obtaining or collecting any judgment and/or arbitration award, in
addition to any other relief to which that party may be entitled.
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Please sign this letter agreement in the space provided below to indicate your
agreement with the terms stated in this letter.
Sincerely,
Internet PR Group, Inc.
By: /s/ illegible
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Date: 1.5.2002
XXXXXX X. XXXXX
President, Internet PR Group, Inc.
AGREED AND ACCEPTED
SLS International Inc.
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: President
