EXHIBIT 10.41
CONTINENTAL CAPITAL & EQUITY CORPORATION
000 Xxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
Phone (000) 000-0000
Fax (000) 000-0000
MARKET ACCESS PROGRAM MARKETING AGREEMENT
THIS AGREEMENT (the "Agreement") made and entered into this 7th day of
August, 1998, by and between CONTINENTAL CAPITAL & EQUITY CORPORATION, a Florida
Corporation hereinafter referred to as "CCEC," and ORYX TECHNOLOGY CORP., a
Delaware Corporation hereinafter referred to as "Company".
WITNESSETH;
For and consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. EMPLOYMENT. Company hereby hires and employs CCEC as an independent
contractor; and CCEC does hereby accept is position as an independent contractor
to the Company upon the terms and conditions hereinafter set forth.
2. TERM. The term of this Agreement shall be from the 1st day of August, 1998
through the 15th day of September, 1999, or the 31st day of December, 1999,
depending if the performance is achieved as defined under Section 4(E) of this
Agreement.
3. DUTIES AND OBLIGATIONS OF CCEC. CCEC shall have the following duties and
obligations under this Agreement:
3.1 Establish a financial public relations methodology designed to increase
awareness of the Company within the investment community.
3.2 Assist the Company in the implementation of its business plan and in
accurately disseminating information to the market place, which information has
been provided by the Company.
3.3 To expose the Company to a broad network of active retail brokers,
financial analysts, institutional fund managers, private investors and active
financial newsletter writers.
3.4 Prepare Company due diligence reports, corporate profile and fact
sheets.
1
3.5 Conduct a tele-marketing campaign to the investment community and
brokerage community and conduct tele-conferences with a CCEC moderator, Company
executive(s) and brokers, financial analysts, fund managers and the like.
3.6 Feature the Company's corporate profile or fact sheet on CCEC's web
site(s).
3.7 Assist the Company in the preparation of all press releases and
coordinate the releases via a Company paid account with PR NewsWire or Business
Wire.
3.8 Fax broadcast press releases, broker updates, Company newsletters to
brokers, institutional fund managers, financial analysts, and accredited
investors.
3.9 E-mail press releases, corporate announcements, broker updates, Company
news developments to a targeted e-Mail database of brokers, institutional fund
managers, financial analysts, and accredited investors.
3.10 Serve as the Company's external publicist and endeavor to obtain media
coverage on the Company in both trade and industry press, on local and national
radio and/or TV programming, in subscription-based financial newsletters, and on
the worldwide web.
3.11 Strive to obtain the Company institutional analyst coverage and
investment banking sponsorship.
ALL OF THE FOREGOING CCEC PREPARED DOCUMENTATION CONCERNING THE COMPANY,
INCLUDING, BUT NOT LIMITED TO, DUE DILIGENCE REPORTS, CORPORATE PROFILE FACT
SHEETS, AND QUARTERLY NEWSLETTERS, SHALL BE PREPARED BY CCEC FROM MATERIALS
SUPPLIED TO IT BY THE COMPANY AND SHALL BE APPROVED BY THE COMPANY PRIOR TO
DISSEMINATION BY CCEC.
4. CCEC'S COMPENSATION. Upon the execution of this Agreement, Company hereby
covenants and agrees to pay CCEC as follows:
4.1 pay to CCEC total compensation of One Hundred Seventy Thousand and
no/100 Dollars ($170,000.00), payable to free trading shares in equal tranches
valued at the closing bid price on the day this Agreement is executed and
payable upon execution of this Agreement under the following terms:
(A) 20% of total shares established under heading 4.1 rounded up to the
nearest hundred due upon execution of this Agreement.
(1) CCEC agrees to offer the Company the first right of refusal, for
a period of one (1) year from the date of this Agreement to purchase any shares
from the first 20% tranche of stock that CCEC has deemed to sell at the
prevailing market price provided the execution thereof falls within all
applicable laws, rules and regulations governing such a transaction and only if
such transaction is legally permitted. Upon notification by CCEC, the Company
has three (3) business days to effect the stock purchase in immediately
available funds to CCEC.
2
(B) 20% of total shares established rounded up to nearest hundred to be
held in escrow under terms of the escrow agreement in the form attached hereto
and payable on or before November 1, 1998;
(1) CCEC agrees to offer the Company the first right of refusal, for
a period of one (1) year from the date of this Agreement, to purchase any shares
from the second 20% tranche of stock that CCEC has deemed to sell at the
prevailing market price provided the execution thereof falls within all
applicable laws, rules and regulations governing such a transaction and only if
such transaction is legally permitted. Upon notification by CCEC, the Company
has three (3) business days to effect the stock purchase in immediately
available funds to CCEC.
(C) 20% of total shares established rounded up to nearest hundred to be
held in escrow under terms of the escrow agreement in the form attached hereto
and payable on or before February 1, 1999;
(D) 20% of total shares established rounded up to nearest hundred to be
held in escrow under terms of the escrow agreement in the form attached hereto
and payable on or before May 1, 1999;
(E) Upon CCEC achieving a performance benchmark representing a minimum of
10% institutional holdings of the total amount of stock in the public float of
the Company or a Common Stock price at or above $2.00 per share, each of which
may occur by July 31, 1999; then 20% of total shares established rounded up to
nearest hundred become payable on August 1, 1999. Such shares will be held in
escrow under terms of the escrow agreement in the form attached hereto.
4.2 In addition, the Company hereby covenants and agrees to issue CCEC an
option or warrant to purchase up to 60,000 common shares, in increments of no
less than 20,000 shares, with an exercise price valued at a thirty percent (30%)
premium to the closing bid price on the day this Agreement is executed. The term
of the option or warrant shall expire 24 months from the day this Agreement is
executed. The Company shall grant piggy-back registration rights to the Common
Shares (including the option or warrant) referenced above for resale by CCEC
pursuant to the first filing by the Company of an SEC Registration Statement on
Form S-3, or a replacement form as may be appropriate, which may occur at any
time following execution of this Agreement.
5. CCEC'S EXPENSES AND COSTS. Company shall pay all reasonable costs and
expenses incurred by CCEC, its directors, officers, employees and agents, in
carrying out its duties and obligations pursuant to the provisions of this
Agreement, excluding CCEC's general and administrative expenses and costs, but
including and not limited to the following costs and expenses; provided all
costs and expense items in excess of $500.00 (Five Hundred U.S. Dollars) must be
approved by the Company in writing prior to CCEC's incurrence of the same:
5.1 Travel expenses, including but not limited to transportation, lodging
and food expenses, when such travel is conducted on behalf of the Company.
5.2 Seminars, expositions, money and investment shows.
3
5.3 Radio and television time and print media advertising costs, when
applicable.
5.4 Subcontract fees and costs incurred in preparation of research reports,
when applicable.
5.5 Cost of on-site due diligence meetings, if any.
5.6 Internet advertising costs, if applicable.
5.7 Printing and publication costs of brochures and marketing materials
which are not supplied by Company.
5.8 Corporate web site development costs.
5.9 Printing and publication costs of Company annual reports, quarterly
reports, and/or other shareholder communication collateral material which are
not supplied by Company.
5.10 Creation, production, and mailing of INSIDE WALL STREET lead
generation pieces and associated fulfillment material and services, i.e.,
corporate profiles, presidential cover letters, pre-printed envelopes, 1-800
numbers, postage, list selection, lead distribution, etc., at an established
price of $2.00 per INSIDE WALL STREET piece mailed.
Company shall pay to CCEC reasonable costs and expenses incurred within ten (10)
days of receipt of CCEC's written invoice for the same, excluding any costs
associated with material and services defined in Section 5.10 above, which are
due and payable in advance of material production.
6. COMPANY'S DUTIES AND OBLIGATIONS. Company shall have the following duties and
obligations under this Agreement:
6.1 Cooperate fully and timely with CCEC so as to enable CCEC to perform
its obligations under this Agreement.
6.2 Within ten (10) days of the date of execution of this Agreement to
deliver to CCEC a complete due diligence package on the Company including all
the Company's filings with the Securities and Exchange Commission within the
last twelve months, the last twelve months of press releases on the Company and
all other relevant materials with respect to such filings, including but not
limited to corporate reports, brochures, and the like; a list of the names and
addresses of all the Company's shareholders known to the Company; and a list of
the brokers and market makers in the Company's securities and which have been
following the Company.
6.3 The Company will act diligently and promptly in reviewing materials
submitted to it from time to time by CCEC and inform CCEC of any inaccuracies
contained therein prior to the dissemination of such materials.
4
6.4 Immediately given written notice to CCEC of any change in Company's
financial condition or in the nature of its business or operations which had or
might have an adverse material effect on its operations, assets, properties or
prospects of its business.
6.5 Immediately pay all costs and expenses incurred by CCEC under the
provisions of this Agreement when presented with invoices for the same by CCEC.
6.6 Give full disclosures of all material facts concerning the Company to
CCEC and update such information on a timely basis.
6.7 Promptly pay the compensation due CCEC under the provisions of this
Agreement.
7. NONDISCLOSURE. Except as may be required by law, Company, its officers,
directors, employees, agents and affiliates shall not disclose the contents and
provisions of this Agreement to any individual or entity without CCEC's
expressed written consent subject to disclosing same further to Company counsel,
accountants and other persons performing investment banking, financial, or
related functions for Company.
8. COMPANY'S DEFAULT. In the event of any default in the payment of CCEC's
compensation to be paid to it pursuant to this Agreement, or any other charges
or expenses on the Company's part to be paid or met, or any part or installment
thereof, at the time and in the manner herein prescribed for the payment thereof
and as when the same becomes due and payable, and such default shall continue
for twenty-five (25) days after CCEC's notice thereof is received by Company; in
the event of any default in the performance of any of the CCEC's notice thereof
is received by Company; in the event of any default in the performance of any of
the other covenants, conditions, restrictions, agreements, or other provisions
herein contained on the part of the Company to be performed, kept, complied with
or abided by, and such default shall continue for twenty-five (25) days after
CCEC has given Company written notice thereof, or if a petition in bankruptcy is
filed by the Company, or if the Company is adjudicated bankrupt, or if the
Company shall compromise all its debts or assign over all its assets for the
payment thereof, or if a receiver shall be appointed for the Company's property,
then upon the happening of any of such events, CCEC shall have the right, at its
option forthwith or thereafter to accelerate all compensation, costs and
expenses due or coming due hereunder and to recover the same from the Company by
suit or otherwise and further, to terminate this Agreement. The Company
covenants and agrees to pay all reasonable attorney fees, paralegal fees, costs
and expenses of CCEC, including court costs, (including such attorney fees,
paralegal fees, costs and expenses incurred on appeal) if CCEC employs an
attorney to collect the aforesaid amounts or to enforce other rights of CCEC
provided for in this Agreement in the event of any default as set forth above
and CCEC prevails in such litigation. Further, until CCEC has received the first
stock tranche as described above in Section 4.1(A), CCEC shall not be required
to commence performing hereunder.
9. COMPANY'S REPRESENTATIONS AND WARRANTIES. Company represents and warrants to
CCEC for the purpose of inducing CCEC to enter into and consummate this
Agreement as follows:
5
9.1 Company has the power and authority to execute, deliver and perform
this Agreement.
9.2 The execution and delivery by the Company of this Agreement have been
duly and validly authorized by all requisite action by the Company. No license,
consent or approval of any person is required for the Company's execution and
delivery of this Agreement.
9.3 This Agreement has been duly executed and delivered by the Company.
This Agreement is the legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its respective terms, subject
to the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors' rights generally and to general
principles of equity.
9.4 The execution and delivery by the Company of this Agreement do not
conflict with, constitute a breach of or a default under: (i) any applicable
law, or any applicable rule, judgment, order, writ, injunction, or decree of any
court; (ii) any applicable rule or regulation of any administrative agency or
other governmental authority; (iii) the certificate of incorporation and By-Laws
of the Company; (iv) any agreement, indenture, instrument or contract to which
the Company is now a party or by which it is bound.
9.5 No representation or warranty by the Company in this Agreement and no
information in any statement, certificate, exhibit, schedule or other document
furnished, or to be furnished by the Company to CCEC pursuant hereto, or in
connection with the transactions contemplated hereby, contains or will contain
any untrue statement of a material fact, or omits or will omit to state a
material fact necessary to make the statements contained herein or therein no
misleading. There is no fact which the Company has not disclosed to CCEC, in
writing, or in SEC filings or press releases, which materially adversely
affects, nor, so far as the Company can now reasonably foresee, may adversely
affect the business, operations, prospects, properties, assets, profits or
condition (financial or otherwise) of the Company.
10. MISCELLANEOUS
10.1 Notices. Any notice or other communication required or permitted to be
given hereunder shall be in writing, and shall be deemed to have been duly given
when delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid to the parties hereto at their addresses
indicated hereinafter. Either party may change his or its address for the
purpose of this paragraph by written notice similarly given. Parties' addresses
are as follows:
COMPANY: 0000 Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
CCEC: Xxxxx 000
000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
6
10.2 Entire Agreement. This Agreement represents the entire agreement
between the Parties in relation to its subject matter and supersedes and voids
all prior agreements between such Parties relating to such subject matter.
10.3 Amendment of Agreement. This Agreement may be altered or amended, in
whole or in part, only in a writing signed by both Parties.
10.4 Waiver. No waiver of any breach or condition of this Agreement shall
be deemed to be a waiver of any other subsequent breach or condition, whether of
a like or different nature, unless such shall be signed by the person making
such waiver and/or which so provides by its terms.
10.5 Captions. The captions preparing in this Agreement are inserted as a
matter of convenience and for reference and in no way affecting this Agreement,
define, limit or describe its scope or any of its provisions.
10.6 Situs. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida. Venue shall be in the Federal Courts of
the United States located in Orange County, Florida.
10.7 Benefits. This Agreement shall inure to the benefit of and be binding
upon the Parties hereto, their heirs, personal representatives, successors and
assigns.
10.8 Severability. If any provision of this Agreement shall be held to be
invalid or unenforceable, such invalidity or unenforceability shall attach only
to such provision and shall not in any way affect or render invalid or
unenforceable any other provision of this Agreement, and this Agreement shall be
carried out as if such invalid or unenforceable provision were not contained
herein.
10.9 Arbitration. Except as to a monetary default by Company hereunder, any
controversy, dispute or claim arising out of or relating to this Agreement or
the breach thereof shall be settled by arbitration. Arbitration proceedings
shall be conducted in accordance with the rules then prevailing of the American
Arbitration Association or any successor. The award of the Arbitration shall be
binding on the Parties. Judgment may be entered upon an arbitration award of in
a court of competent jurisdiction and confirmed by such court. Venue for
Arbitration proceedings shall be Orange County, Florida. The costs of
arbitration, reasonable attorneys' fees of the Parties, together with all other
expenses, shall be paid as provided in the Arbitration award.
10.10 Currency. In all instances, references to monies used in this
Agreement shall be deemed to be United States dollars.
10.11 Multiple Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, and all of such
counterparts shall constitute one (1) instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and
year first above written.
7
CONTINENTAL CAPITAL & EQUITY CORPORATION
/s/ Xxxx Xxxxxx
----------------------------- ---------------------------
Corporate Officer Witness
----------------------------- ---------------------------
Company Representative Witness
ORYX TECHNOLOGY CORP.
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxxxx
---------------------------- ---------------------------
Corporate Officer Witness
Attachments
Escrow Agreement
8
FORM OF ESCROW AGREEMENT
9
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, (the Agreement) is made and entered into this 7th day of
August, 1998, by and among Continental Capital & Equity Corporation ("Company");
and Oryx Technology Corp. ("Shareholder") and Xxxxxxxx X. Xxxx, Attorney at Law
("Escrow Agent").
FOR AND IN CONSIDERATI0N OF the mutual covenants and promises herein contained
herein the parties agree as follows:
1. APPOINTMENT OF ESCROW AGENT. Company and Shareholder hereby appoint
Escrow Agent to act as escrow agent under this Escrow Agreement ("Agreement")
and Escrow Agent hereby accepts such appointment and agrees to perform his
duties hereunder.
2. ESTABLISHMENT OF ESCROW. At or prior to the 11th day of August, 1998
("Closing Date"), the parties shall deliver to Escrow Agent the following
("Escrow Instruments"):
2.1 Shareholder
2.1.1 162,000 free trading shares of common stock of Oryx Technology Corp.
(NASDAQ:ORYX) ("Stock"), issued in the Company's name evidenced by four (4)
40,500 share stock certificates;
3. OBLIGATIONS OF ESCROW AGENT. Escrow Agent shall have the following
obligations hereunder:
3.1 Hold the Escrow Instruments in safe keeping and disburse the same as
provided in this Agreement;
3.2 Disburse one certificate representing 40,500 shares of common stock of
Oryx Technology Corp. with executed stock power attached to Company, quarterly,
the first disbursement being made on February 1, 1999 and May 1, 1999. The final
disbursement will be made on August 1, 1999 only upon notification by
Shareholder to release said certificate.
4. FEES AND EXPENSES OF ESCROW AGENT. Company shall pay within five (5)
days of receipt of a written invoice for the same from Escrow Agent all costs
and expenses incurred by Escrow Agent and all fees earned by Escrow Agent.
Escrow Agent's fees shall be $125.00 per disbursement, provided, in the event of
a dispute under the provisions of Section 5., below, Escrow Agents fees shall be
$5,000 in the case of suit being filed under the provisions of Section 5.,
below.
5. DISPUTES AMONG PARTIES. If, while the Escrow Instruments are held in
escrow hereunder, any one of the parties hereto, acting in good faith, shall
determine that an event has occurred entitling it to the Escrow Instruments,
such Party ("Requesting Party") shall deliver a written certificate to that
effect to the Escrow Agent and to the other party hereto, and if the other party
hereto or shall, in good faith, dispute that an event has occurred entitling the
Requesting Party
10
to the Escrow Instruments, then it shall, within ten (10) days of such receipt
give written notice to the Requesting Party and Escrow Agent of such dispute
("Dispute Notice"). Upon receipt of a Dispute Notice, Escrow Agent may, at his
option, take any one or more of the following actions without liability to any
and all Parties hereto:
5. 1. Place the Escrow Instruments at the disposal of a court and
petition the court to interplead the parties for the purpose of adjudicating the
dispute;
5.2. Retain the Escrow Instruments until furnished with a certified copy of
a final judgment, decree or order of a court adjudicating the dispute;
5.3. Retain the Escrow Instruments until the dispute shall have been
resolved by the parties, other than the Escrow Agent, and the Escrow Agent shall
have been notified, in writing, signed by all of the Parties of such resolution,
which notice shall instruct the Escrow Agent as to the disposition of the Escrow
Instruments.
During the period of time from the receipt by the Escrow Agent of a Dispute
Notice until an event described in Paragraphs 5.1. to 5.3, inclusive, occurs,
the Escrow Agent's obligation under the provisions of Section 3., above shall
xxxxx.
6. ESCROW AGENT'S RESIGNATION OR REMOVAL. Escrow Agent may resign at any
time upon thirty (30) days prior written notice to the other parties hereto, and
may be removed by the mutual consent of Company and Shareholder upon thirty (30)
days prior notice to Escrow Agent. Prior to the effective date of the
resignation or removal of the Escrow Agent or any successor escrow agent, the
other parties hereto shall appoint a successor escrow agent to hold the Escrow
Instruments and any such successor escrow agent shall execute and deliver to the
predecessor agent an instrument accepting such appointment, and receipt for the
Escrow Instruments, thereupon such successor escrow agent shall, without further
act, become vested with all of the rights, powers and duties of the predecessor
escrow agent as if originally named herein. In the event a successor escrow
agent has not been appointed on or before the effective date of the resignation
or removal of the Escrow Agent or successor escrow agent and/or if the Escrow
Agent or successor escrow agent shall then be owed monies under the provisions
of Section 4., the obligations of the Escrow Agent or successor escrow agent
under this Agreement shall terminate on such effective date; provided he shall
deliver the Escrow Instruments to the successor escrow agent upon the execution
of an instrument as provided herein by a successor escrow agent and the payment
to him of all monies owing to him under the provisions of Section 4., above.
7. LIABILITY OF ESCROW AGENT.
7.1. The duties of the Escrow Agent hereunder are entirely administrative
and not discretionary. Escrow Agent is obligated to act only in accordance with
written instructions received by him as provided in this Agreement, is
authorized hereby to comply with any instructions, orders, judgments or decrees
of any court and shall not incur any liability as a result of his compliance
with such instructions, orders, judgments or decrees.
11
7.2. The Escrow Agent may rely upon any instrument not only as to its due
execution, validity and effectiveness, but also as to the truth and accuracy of
any information contained therein, which the Escrow Agent shall believe to be
genuine, to have been signed or presented by the persons or parties purporting
to sign their names and that the same conform to the provisions of this Escrow
Agreement.
7.3. Escrow Agent has given no legal advice to any party hereto with regard
to the provisions of this Agreement, not is Escrow Agent a party to and he is
not bound by any agreement between Company and Shareholder nor shall he be or
become liable to the said Parties or entities or persons named in this Agreement
or any Agreements between the parties for failure of any such parties to perform
its obligations hereunder or thereunder. Each of the Parties hereto represents
and warrants to Escrow Agent that they have been represented in this transaction
and specifically in the execution of this Agreement by independent counsel of
their choice and have not relied upon any representations, statements or acts of
Escrow Agent in this transaction and including the execution of this Agreement.
7.4. Upon failure of Company to pay Escrow Agent monies due him from time
to time hereunder under the provisions of Paragraph 5., above, all obligations
of the Escrow Agent hereunder shall xxxxx until he shall be paid. Escrow Agent
shall not be liable under the provisions of this Agreement to any party for
misfeasance, malfeasance or nonfeasance or for any other cause of action arising
out of Escrow Agent's actions or non-actions during such period of abatement.
7.5 Escrow Agent shall not be liable for any loss or damage resulting from
(i) any defects or conditions in any of the Escrow Instruments and/or this
Escrow Agreement (ii) any defects in the obligations or rights of the other
parties hereto or any misrepresentation made by any other party, (iii) legal
effect or desirability of any instrument, including the Escrow Instruments,
prepared by Escrow Agent or the other parties hereto or exchanged by the parties
hereto, (iv) any default, error, action or omission of any other party; (v) the
expiration of any time limit or other delay, unless such time limit was known by
Escrow Agent, and such loss is solely caused by failure of Escrow Agent to
proceed in his ordinary course of business, (vi) any good faith act or
forbearance by Escrow Agent. (vii) any loss or impairment of funds deposited in
escrow in the course of collection or while on deposit with a bank, savings bank
or savings association resulting from failure, insolvency or suspension of such
institution. (viii) Escrow Agent's compliance with any and all legal process,
writs, orders, judgments and decrees of any court whether issued with or without
jurisdiction, and whether or not subsequently vacated, modified, set aside or
reversed; and, (ix) Escrow Agent asserting or failing to assert any cause of
action or defense in any judicial, administrative or other proceeding either in
the interest of itself or any other party or parties.
8. INDEMNIFICATION OF ESCROW AGENT. Company and Shareholder, jointly and
severally, do hereby agree to indemnify and hold harmless Escrow Agent from any
and all suits, actions, proceedings (administrative or judicial), demands,
assessments, judgments, damages, deficiencies, claims, charges and the like and
all cost and expenses incident to any of the forgoing, including reasonable
attorney fees, accountant's fees, investigation fees and costs and court costs,
including all of the same on appeal.
9. MISCELLANEOUS.
12
9. 1. NOTICES. Any notice or other communications required or permitted to
be given hereunder shall be in writing, and shall be deemed to have been duly
given when delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid to the Parties hereto in their addresses
indicated hereinbelow. Either party may change his or its address for the
purpose of this paragraph by written notice similarly given.
COMPANY:
Xxxx Xxxxxx, CEO
Continental Capital & Equity Corporation
Suite 200
000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
(000) 000-0000
SHAREHOLDER:
0000 Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
ESCROW AGENT:
Xxxxxxxx X. Xxxx
000 X. Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
(000) 000-0000
Fax: (000) 000-0000
9.2. ENTIRE AGREEMENT. This Agreement represents the entire Agreement
between the parties in relation to the subject matter hereof and supersedes all
prior agreements between such parties relating to such subject matter.
9.3. AMENDMENT OF AGREEMENT. This Agreement may be altered or amended, in
whole or in part, only in writing signed by the party against whom enforcement
is sought.
9.4. WAIVER. No waiver of any breach or condition of this Agreement shall
be deemed to be a waiver of any other subsequent breach or condition, whether of
a like or different nature.
9.5. CAPTIONS. The captions appearing in this Agreement are inserted as a
matter of convenience and for reference and in no way affect this Agreement,
define, limit or describe its scope or any if its provisions.
9.6. SITUS. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. Venue shall be Orange County,
Florida.
9.7. TIME. Time is of the essence of this Agreement.
13
9.8. BENEFITS. This Agreement shall inure to the benefit of and be
binding upon the parties hereto, their successors and assigns.
9.9. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable, such invalidity or unenforceability shall attach only
to such provision and shall not in any way affect or render invalid or
unenforceable any other provision of this Agreement, and this Agreement shall be
carried out as if such invalid or unenforceable provision were not contained
herein.
9.10. NUMBERS OF PARTIES. The singular shall include the plural, the
plural the singular and one gender shall include all genders.
9.11 MULTIPLE COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of such
counterparts shall constitute one (1) instrument.
IN WITNESS WHEREOF the parties have caused !his Agreement to be executed on the
date first above written.
COMPANY:
Continental Capital & Equity Corporation,
A Florida Corporation
By:
--------------------- ---------------------------------------
Witness Xxxx Xxxxxx, as Chief Executive Officer
---------------------
Witness Printed Name
---------------------
Witness
--------------------
Witness Printed Name
14
SHAREHOLDER:
------------------- Oryx Technology Corp., a Delaware Corporation
Witness
By:
-------------------- -----------------------------------
Witness Printed Name Xxxxxx Xxxxxxxx, as Chief Executive
Officer
--------------------
Witness
--------------------
Witness Printed Name
ESCROW AGENT:
---------------------------
Xxxxxxxx X. Xxxx
--------------------
Witness
--------------------
Witness Printed Name
--------------------
Witness
--------------------
Witness Printed Name
15
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this ___ day of
__________, 1998, by Xxxx Xxxxxx as Chief Executive Officer for Continental
Capital Corporation.
-----------------------
Notary Public, State of Florida at Large
-----------------------
Printed Notary Signature
MY COMMISSION EXPIRES:
Personally Known _____ or Produced Identification ___.
Type of Identification Produced ___________________.
STATE OF CALIFORNIA
COUNTY OF ALAMEDA
The foregoing instrument was acknowledged before me this 17th day of
August, 1998, by Xxxxxx Xxxxxxxx, as Chief Executive Officer for Oryx
Technology Corp.
-----------------------
Notary Public, State of California at Large
-----------------------
Printed Notary Signature
MY COMMISSION EXPIRES: 1/28/2001
Personally Known _X__ or Produced Identification ___.
Type of Identification Produced ___________________.
16
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this ___ day of
____________, 1997, by Xxxxxxxx X. Xxxx.
--------------------------
Notary Public, State of Florida at Large
--------------------------
Printed Notary Signature
MY COMMISSION EXPIRES:
Personally Known ___ or Produced Identification ____.
Type of identification Produced _____________.
17
