EXHIBIT 4
CLIENT SERVICE AGREEMENT
THIS AGREEMENT is made by and between PINNACLE FUNDING CORPORATION, INC., a
Florida corporation, hereinafter sometimes referred to as "PFC," and Coronado
Industries, Inc., a Nevada corporation, hereinafter sometimes referred to as the
"Company" or "Client".
WITNESSETH:
WHEREAS, PFC is a financial public relation, direct marketing, advertising and
consulting firm, and WHEREAS, the Company is publicly held with its common stock
trading on one or more stock exchanges and/or Over the Counter or on NASDAQ, and
WHEREAS, the Company desires to publicize itself with the intentions of making
its name and business better known to its shareholders, investors, and brokerage
houses, and NOW THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed:
A. ENGAGEMENT: The Company hereby engages PFC to publicize the Company to
brokers, prospective investors and shareholders in the manner described in
Section B of this agreement, subject to the further provisions of this
agreement. PFC hereby accepts the Company as a client and agrees to publicize it
in the manner described in Section B of this agreement, subject to the further
provisions of this agreement.
B. SERVICE PROGRAM: Consists of the following components:
1. PFC will review and analyze all aspects of the Company's goals,
including any proposed acquisitions, and make recommendations on feasibility and
achievement of desired goals.
2. PFC will prepare and distribute a Corporate Overview to each current
shareholder of the Company's common stock along with a letter high lighting
PFC's investor relations campaign. PFC will provide through their network, firms
and brokers interested in participating and schedule and conduct the necessary
due diligence and obtain the required approvals necessary for those firms to
participate; provided, however, PFC shall provide firms, brokers and all others
only with information which has been provided to PFC in writing by the Company.
PFC will also interview and make determinations on any firms or brokers referred
by the Company with regard to their participation.
4. PFC will be available to the Company to respond to all inquires
received from firms and brokers inquiring about the Company.
5. PFC will use its best efforts to obtain the Company exposure on
national and regional financial radio programming, in independent financial
newsletters, and various other financial related publications and media.
6. PFC will write and produce a press release announcing its engage
ment. The Company shall be solely responsible for paying all fees associated
with all actual release(s) through Business Wire, PR Newswire, or any other
comparable news dissemination source.
7. PFC may at its own discretion, and with approval of the Client, at
its own expense pay for special reports that can be published in various
financial trade publications for both public relations and lead-generating
purposes; provided, however, that the content of these special reports is
approved by the Company prior to their publication.
8. In its representation of the Company, PFC shall not violate any
federal or state securities laws.
C. TIME OF PERFORMANCE: Services to be performed under this agreement shall
commence upon the execution of this agreement and shall continue for six months.
D. COMPENSATION AND EXPENSES: In consideration of the services to be performed
by PFC, the Company agrees to pay compensation to PFC as follows:
1. One Hundred Thousand shares of unrestricted tradeable or free
trading shares of the Company's Common Stock. Free trading shares are due within
20 business days of the execution of this agreement. PFC may transfer the Common
Stock issued to it to its officers, directors and employees: however, PFC will
not transfer the Common Stock issued to it except in sales through licensed
NASDAQ members at prices no less than the highest bid price at the time of the
sale. Further, PFC, its officers and employees will not use any of the Common
Stock issued to it, or allow a brokerage firm to use any of the Common Stock
issued to it, to sell the Company's stock "short" or to "short the Company's
stock against the box".
2. If during the term of this agreement the price of Client's common
stock trades at the price of $4.00 or higher for a period of 20 consecutive
trading days, the Client shall issue warrants to PFC allowing PFC, or its
officers, directors or employees assignees to purchase 100,000 shares of
Client's common stock at $4.00 per share. These warrants may be exercised for a
period of two years from the date of actual physical issuance of the warrants.
Client shall issue warrants within 10 days after the twentieth trading day the
shares trade at $4.00 or higher.
E. REPRESENTATIONS AND WARRANTIES OF COMPANY: The Company represents and
warrants to PFC, each such representation and warranty being deemed to be
material that:
1. The Company will cooperate fully and timely with PFC to enable PFC
to perform its obligations under this agreement.
2. The execution and performance of this agreement by the Company has
been duly authorized by the Board of Directors of the Company with accordance
with applicable law, and, to the extent required, by the requisite number of
shareholders of the Company.
3. The performance by the Company of this agreement will not violate
any applicable court decree, law or regulation, nor will it violate any
provisions of the organizational documents of the Company or any contractual
obligations by which the Company may be bound.
4. The Company will promptly deliver to PFC a complete due diligence
package to include the latest 10K, latest 10Q, last six months press releases,
and all other relevant materials, including but not limited to corporate
reports, brochures, etc.
5. The Company will promptly deliver to PFC a list of names and
addresses of all shareholders of the Company which it is aware.
6. The Company will promptly deliver to PFC a list of brokers and
market makers of the Company's securities which have been following the Company.
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7. The Company will act diligently and promptly in reviewing materials
submitted to it by PFC to enhance timely distribution of the materials and will
inform PFC of any inaccuracies contained therein prior to the projected
publication date.
8. The Company represents that all information include in the
information package furnished to PFC shall disclose all material facts and not
omit any facts necessary to make statements made on behalf of the Company not
misleading.
F. FURNISHING OF INFORMATION BY CLIENT: The Company agrees to update the
information package on a continuous basis, the Company understands that the sole
purpose of the information package is for investors relations. PFC may rely on
and assume the accuracy of the information submitted to it by the Company.
G. COVENANTS OF THE COMPANY: The Company covenants and warrants that any
information submitted for dissemination will be truthful, accurate, in
compliance with all copyright laws and all other applicable laws and regulations
and will not be submitted in connection with improper or illegal act or deed.
H. CLIENT RESPONSIBLE FOR INFORMATION PROVIDED TO PFC: The Company assumes and
claims all responsibility and liability for the content of all written
information disseminated on behalf of the Company which have been approved by
the Company. The Company shall indemnity and hold PFC, its subsidiaries,
officers and employees harmless from and against all demands, claims or
liability arising for any reason due to the content of information disseminated
on behalf of the company. This indemnity shall include any cost incurred by PFC
including, but not limited to, legal fees and expenses incurred both in
administrative proceedings at trial and appellate levels, in settlement of
claims, and payment of any judgement against PFC.
In order for the indemnity provisions of this paragraph to bind Client,
PFC must within ten (10) business days of receipt notify Client in writing of
any demands, claims or liability for which PFC claims Client is responsible and
Client shall be entitled, but shall not be obligated, to assume and/or control
defense and/or settlement of any action, demand, claim or liability. Client
shall not be required to indemnify PFC for PFC's own negligent or intentional
acts or omissions.
I. ASSIGNMENT AND DELEGATION: Neither Party may assign any rights or delegate
and duties hereunder without the Party's express written consent.
J. EARLY TERMINATION: If the Company fails to cooperate with PFC, or fails to
make timely payment of the compensation set forth in Section D of this agreement
PFC shall have the right to terminate any further performance under this
agreement. In such event all compensation shall become immediately due and
payable and/or deliverable, and PFC shall be entitled to receive and retain the
same as liquid damages, and not as a penalty, in lieu of all other remedies, the
parties acknowledging and agreeing that it would be too difficult currently to
determine the exact extent of PFC's damage, and that the receipt and retention
of such compensation is reasonable present estimate of such damages.
K. LIMITATION OF PFC LIABILITY: If PFC fails to perform its service hereunder,
its entire liability to the Company shall not exceed the greater of (a) the
amount of each compensation PFC has received from the Company under Section D of
this agreement or (b) the actual damage to the Company as a result of such
nonperformance. In no event will PFC be liable for any indirect, special or
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consequential damages nor for any claims against the Company by any person or
entity arising from or in any way related to this agreement, unless such damages
result from the use by PFC of information not authorized by the Company, or from
PFC's violation of federal or state securities laws.
L. OWNERSHIP OF MATERIALS: All rights, title and interest in and to materials to
be produced by PFC in connection with the agreement and other services to be
rendered under this agreement shall be and remain the sole and exclusive
property of PFC, except that if the Company performs fully and timely its
obligations hereunder, it shall be entitled to receive upon written request, two
hundred fifty (250) copies of all such materials.
M. CONFIDENTIALITY: Until such time as the same may become publicly known, PFC
agrees that any confidential nature will not be revealed or described to any
person or entity. Upon the completion of its services and upon written request
of the Company all materials, original documentation provided by the Company
will be returned to it. PFC will, however, require Confidentiality Agreements
from its own employees and from contractors PFC reasonably believes will come in
contact with confidential material.
N. ENTIRE AGREEMENT: This writing contains the entire agreement of the parties.
No representations were made or implied upon by either party, other than those
expressly set forth. Furthermore, the Company understands that PFC makes no
guarantees, assurances or representations in regard to the results of its
services. No agent, employee or other representative of either party is
empowered to alter any terms, unless done in writing and signed by an executive
officer of the respective parties.
O. CONTROLLING LAW AND VENUE: This agreement's validity, interpretation and
performance shall be controlled under the laws of the State of Arizona.
P. SEPARABILITY: If one or more of the provisions of this agreement shall be
held invalid, illegal, or unenforceable in any respect, such provision, to the
extent invalid, illegal, or unenforceable and provided that such provision is
not essential to the transaction provided for by this agreement, shall not
affect any other provision hereof, and the agreement, shall be construed as if
such provision had never been contained herein.
Q. ARBITRATION: Any controversy or claim arising out of or relating to the
agreement or the breach thereof, shall be settled by arbitration in accordance
with commercial arbitration rules of the American Arbitration Association, and
judgement upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.
R. PREVAILING PARTY: In the event of the institution of any legal proceedings
or litigation, at the trial level or appellate level, with regard to this
agreement, the prevailing party shall be entitled to receive from the
non-prevailing party all costs, reasonable attorney fees and expenses.
S. FAILURE TO OBJECT NOT A WAIVER: The failure of either party to this agreement
to object to, or to take affirmative action with respect to any conduct the
other which is in violation of the terms of the agreement shall not be construed
as a waiver of the violation or breach, or of any future violation, breach or
wrongful conduct.
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T. NOTICE: All notices or other documents under this agreement shall be in
writing and delivered personally or mailed by certified mail or overnight
service, postage prepaid and addressed to the representative or company as
follows:
Coronado Industries, Inc. Pinnacle Funding Corp.
00000 X. Xxxxxxxxxx Xxxxx, Xxxxx 000 0000 Xxxxxx Xxxx
Xxxxxxxx Xxxxx, Xxxxxxx 00000 Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
U. HEADINGS: Headings in this agreement are for convenience only and shall not
be used to interpret or construe its provisions.
V. MISCELLANEOUS:
1. EFFECTIVE DATE OF REPRESENTATION: Shall be no later than the date
PFC is prepared to distribute letters and/or Corporate Overviews pursuant to the
agreement.
2. CURRENCY: In all instances, references to dollars shall be deemed to
be United States Dollars.
3. MULTIPLE COUNTERPARTS: This agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
4. SIGNATURES: All parties agree that signatures sent by facsimile
transmission are legally binding and acceptable by each party.
EXECUTED this 28th day of April, 1998.
Coronado Industries, Inc. Pinnacle Funding Corp.
/s/ Xxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxxx
----------------------------- -----------------------------
Xxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx,
President President
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