EXHIBIT 10.12
CONSULTING AGREEMENT
FINANCIAL PUBLIC RELATIONS
A Financial Public Relations Consulting Agreement, made this 17th day of July
1998 by and between ARXA INTERNATIONAL ENERGY INC. located at 000 Xxxxxxx
Xxxxxxx Xx. #000, Xxxxxxx, XX 00000 hereafter referred to as "COMPANY" and
XXXXXXXXXXX X. XXXXXXX located at 0000 Xxxxxxxxx Xx., Xxxxxxx, Xxxxx 00000
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 July 17, 1998 and terminate
on January 16, 1999.
3. SERVICES:
(a) CONSULTANT shall act as full-time 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 shall contact and inform the COMPANY's shareholders and the
shareholders of Phoenix Energy Group, Inc. (PEGI) of the COMPANY's
current status.
(d) CONSULTANT shall contact and inform PEGI shareholders about the status
of their investment in PEGI.
(e) CONSULTANT shall coordinate the activities of the COMPANY and existing
Internet investor relation groups and broker dealers.
4. 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 underwriter(s), if any.
5. DUTIES OF COMPANY:
(e) 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.
(f) 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.
(g) 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.
(h) 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.
7. COMPENSATION: As compensation for his services hereunder, COMPANY shall pay
CONSULTANT:
(a) $18,000 in cash in 6 monthly installments beginning July 17, 1998.
(b) Issue to CONSULTANT 40,000 shares of its Common Stock for services
provided, as follows: (i) promptly following the execution of this
Agreement, COMPANY shall file a Form S-8 registering such 40,000
shares; (ii) promptly following effectiveness of such S-8 Registration
Statement cause the stock transfer agent to issue such share in the
name of CONSULTANT in six certificates (1 x 6,675 and 5 x 6,665)
without a restrictive legend, and (iii) promptly deliver to CONSULTANT
for the month of July, 1998 the certificate for 6,675 shares and
thereafter, on or before the seventeenth day of each successive month
during the term of the Agreement, deliver a certificate for 6,665.
Such shares shall be deemed vested upon delivery; however, shares not
yet delivered shall not be vested until delivered. For purposes of
computing the compensation due CONSULTANT and reporting to the
Internal Revenue Service the COMPANY's shares are valued at $0.75 per
share.
8. BILLING AND PAYMENT: The monthly basic fee provided for in Paragraph 7(a)
shall be due and payable without billing.
9. RELATIONSHIP OF PARTIES: CONSULTANT is an independent contractor and is
responsible for all income and self-employment taxes. 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: CONSULTANT may not assign this contract.
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 Texas. 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.
IN WITNESS WHEREOF the parties hereto, intending to be legally bound, have
executed this Agreement.
/s/ Xxxxxxxxxxx X. Xxxxxxx
--------------------------------
Xxxxxxxxxxx X. Xxxxxxx
/s/ L. Xxxxx Xxxx
--------------------------------
L. Xxxxx Xxxx, President
ARXA International Energy Inc.
