EXHIBIT 10.2
AGREEMENT
This is an agreement made as of this ____ day of October, 2002 by and between
AGENESIS CORPORATION, a Florida corporation ("Agenesis") and XXXXXXX XXXX
MARKETING AND advertsing, INC. ("SSM"), a Florida corporation.
WHEREAS, AGENESIS is a media company, that develops marketing programs, and
solutions(the "Business"); and
WHEREAS AGENESIS and SSM. are desirous of entering into a joint venture whereby
the expertise and services of SSM will be available to AGENESIS and others,
through a new entity to be known as I4 Advertising, Inc., in which the parties
shall be equal shareholders, and wish to memorialize their agreements with
respect thereto in writing; and
WHEREAS, AGENESIS desires to engage SSM to provide services in connection with
its Business; and
WHEREAS, the parties have agreed that services of SSM shall be provided through
a new Florida corporation, I4 ADVERTISING, INC. ("I4"), which shall be
organized, capitalized and financed and its business conducted in accordance
with and subject to the provisions of this Agreement.
In consideration of the parties' respective undertakings and agreements as
hereinafter provided, the receipt and sufficiency of which is hereby
acknowledged by their execution hereof, the parties agree as follows:
1. ISSUANCE OF SHARES OF I4
Name Number of Shares Consideration
---- ---------------- -------------
Agenesis 500,000 $600.00
SSM 500,000 $600.00
2. BUSINESS OF I4. I4 shall be a full service advertising agency and
marketing company that develops and implements creative marketing strategies for
its clients, and the customers of Agenesis from time to time, on a non-exclusive
basis. I4 may also provide such services to other parties as requested by
Agenesis from time to time. I4 may also provide such services to other parties.
I4 shall conduct no other business without the written consent of Agenesis. I4
shall fulfill the requirements of Agenesis for such services in a prompt and
professional manner. I4 shall notify Agenesis from time to time of its prices
for such services, which prices shall be no greater than the prices that I4
charges to its most favored clients. I4 and Agenesis shall coordinate pricing of
services to be provided by I4. Agenesis shall pay 90% of the amount it receives
from its customers to I4 for providing such services. I4 shall reimburse SSM for
its cost of providing services to I4 other than general managerial services In
the event Agenesis pays commissions to any salespersons for soliciting business,
which is fulfilled by I4, I4 shall pay one-half of such commissions, but not in
excess of Five (5%) Percent of their billing to Agenesis
for such work. Nothing herein shall restrict Agenesis and SSM from conducting
their independent businesses and neither shall have any requirement to refer any
such business to I4.
3. TERM. The term of this Agreement shall be for an initial period of
16 months and shall automatically extend thereafter until either party gives the
other party 45 days notice of termination of the term herein. Upon termination
of this agreement the parties shall negotiate on the disposition of I4. If the
parties cannot agree on the disposition of I4 within 30 days after termination,
it shall be auctioned.
4. CONSIDERATION. In consideration of this Agreement, Agenesis shall
issue 5,000,000 shares of its common stock to SSM upon execution of this
agreement.
In addition, SSM shall earn additional shares of Agenesis common stock upon the
after tax earnings of I4 for the three (3) years ended December 31, 2005 as
follows: Each dollar of the cumulative after tax net income of I4 for the three
(3) years ended December 31, 2005 shall be multiplied by ten (10). This shall be
the aggregate number of shares of Agenesis which shall be delivered to SSM. Such
formula shall be equitably adjusted for stock splits and stock combinations of
Agenesis after the date hereof but there shall be no adjustment for dividends or
distributions on Agenesis common stock other than dividends in stock of
Agenesis.
5. ADDITIONAL FUNDING of I4. No party shall be required to provide
additional capital to I4 during the term of this Agreement. In the event a party
provides such funding, it is agreed between the parties hereto that the
additional capital shall be considered a loan payable on 30 days demand with
interest at eight (8%) percent. No such funding shall be provided without the
approval of I4's Board of Directors.
6. INVESTMENT AGREEMENT. Each party receiving shares hereunder agrees
to the following:
(a) That the shares are being offered in reliance upon the
exemption provided in Section 4(2) of the Securities Act of 1933 (the
"Securities Act") for nonpublic offerings and that the shares are
restricted securities which must be held indefinitely unless sold
pursuant under a registration statement or an exemption from
registration.
(b) The Shares are being acquired solely for the account of
each party, for investment purposes only, and not with a view to, or
for sale in connection with, any distribution thereof and with no
present intention of distributing or reselling any part of the Shares.
(c) Each party agrees not to dispose of the Shares or any
portion thereof unless and until counsel for issuer shall have
determined that the intended disposition is permissible and does not
violate the Securities Act of 1933 or any applicable state securities
laws, or the rules and regulations there under. The party requesting
counsel's advise regarding disposition of shares shall be responsible
for all costs incurred for the legal opinion.
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(d) Each party agrees that the certificates evidencing the
Shares acquired pursuant to this Agreement will have a legend placed
thereon referring to the terms of this agreement.
(e) Agenesis agrees that the undersigned parties, founding
shareholders, and principles can participate in a registration
statement, for the resale of all their Agenesis respective shares
together when Agenesis files a registration statement (piggyback
registration rights). When such time occurs, there will be no
restrictions on the amount of each shareholder's holdings, that will be
included, in the registration statement. The registration statement
will be at the expense of the company, except for those costs and
expenses normally borne by selling security holders. The undersigned
will also be entitled to indemnification normally provided to selling
security holders.
(f) If any party desires to sell its interest in I4 prior to
termination of this agreement, the other party shall hve the right of
first refusal on such sale.
7. MISCELLANEOUS.
(a) Each of the parties hereto shall bear the costs of their
respective counsel and all other legal fees and costs related to the
drafting and execution of this agreement. The parties hold each other
harmless from any obligation for the payment of any finders fees or
commissions in connection with the transactions contemplated by this
agreement.
(b) If any provisions of this Agreement shall be held to be
invalid or void, the remaining provisions shall nevertheless remain in
effect. No provision of this Agreement may be modified and the
performance or observance thereof may not be waived except by written
agreement of the parties affected hereby. No waiver of any violation or
nonperformance of any provision of this Agreement shall be deemed to a
waiver of any subsequent violation or nonperformance of the same or any
other provision of this Agreement.
(c) This Agreement, the performance of the Parties hereunder
and any disputes related hereto shall be governed by the laws of the
State of Florida. Any dispute concerning this Agreement shall be
resolved by binding arbitration in the State of Florida in accordance
with the rules of commercial arbitration of the American Arbitration
Association in Broward County, Florida. The arbitrator may award costs
and attorneys fees to the prevailing party.
(d) This Agreement is, and sets forth, the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes any prior or contemporaneous discussion, agreements,
representations and warranties related thereto.
(e) All notices, requests, demands, or other communications
hereunder shall be in writing and shall be deemed to have been duly
given when sent by registered mail, return receipt requested:
(f) All meetings for Agenesis and I4 will be within a 50 mile
radius of the corporate office.
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10. CORPORATE RESPONSIBILITIES BY SS AND I4. All services of SSM and I4
combined will be up to 20 hours per month. Any hours beyond, to be billed at a
courtesy rate of $85.00/hr.
11. Notices hereunder may be given by certified mail, return receipt
requested, as follows:
As to SSM:
SSM Marketing and Advertising
0000 X. 00xx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
As to Agenesis Corporation:
Agenesis Corporation
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Attn: Xxxxxx Xxxxxxx
As to I4 - to both of the foregoing parties. Any party may
change the notice address by giving notice as set forth herein.
(f) This Agreement shall inure to the benefit of and be
binding upon the parties and their respective successors and assigns.
(g) This Agreement shall not be assignable by any party hereto
without the prior written consent of the other parties hereto.
(h) This Agreement may be executed in two or more counterparts
and by facsimile, all of which shall be deemed originals and
enforceable and together shall constitute a single agreement.
(i) The parties shall cause I4 to adopt and become a party to
this Agreement upon its incorporation.
AGREED TO AND ACCEPTED as of the date first above written:
AGENESIS CORPORATION
By:
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Print Name & Title:
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Date:
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SSM MARKETING AND
ADVERTISING, INC.
By:
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Print Name & Title:
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Date:
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The undersigned hereby adopts and becomes a party to this Agreement.
I4 ADVERTISING, INC.
By:
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Print Name & Title:
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