EXHIBIT 10.3
CF
Member of National Investor Relations Institute & Investor Relations Society
----------------------------------------------------------------------------
xxx.xxxx.xxx
xxx.xx-xxx.xxx.xx
CONSULTANT AGREEMENT
----------------------
Columbia Financial Group is an investor relations, direct marketing,
publishing, public relations and advertising from with expertise in the
dissemination of information about publicly traded companies. Also in the
business of providing investor relations services. Public relations services,
publishing, advertising services, fulfillment services, as well as Internet
related services.
Agreement made this 5th day of June, 2001, between APO Health, Inc.
(hereinafter referred to as "Corporation"), and Columbia Financial Group, Inc.
(hereinafter referred to as "Consultant"),(collectively referred to as the
"Parties"):
Recitals:
The Corporation desires to engage the services of the Consultant to
perform for the Corporation consulting services regarding all phases of the
Corporation's Investor Relations" to include direct investor relations and
broker/dealer relations as such may pertain to the operation of the
Corporations's business.
The Consultant desires to consult with the Board of Directors, the
Officers of the Corporation, and certain administrative staff members of the
Corporation, and to undertake for the Corporation consultation as to the
company's investor relations activities involving corporate relations and
relationships with various broker/dealers involved in the regulated securities
industry.
AGREEMENT
1. The respective duties and obligations of the contracting Parties
shall be for a period of twelve(12) months commencing on the date
first appearing above. This Agreement may be terminated by either
parties only in accordance with the terms and conditions set forth
in Paragraph 8.
Services Provided by Consultant
2. Consultant will provide consulting services in connections with
the Corporation's "investor relations" dealings with XXXX
broker/dealers and the investing public. (At no time shall the
Consultant provide services which would require Consultant to be
registered and licensed with any federal or state regulatory body
or self-regulating agency.) During the term of this Agreement,
Consultant will provide those services customarily provided by an
investor relations firm to a Corporation, including but not
limited to the following:
-1-
Columbia Financial Group
(a) Aiding the Corporation in developing a marketing plan
directed at informing the investing public as to the
business of the Corporation; and
(b) Providing assistance and expertise in devising an
advertising campaign in conjunction with the marketing
campaign as set forth in (1) above; and
(c) Advise the Corporation and provide assistance in dealing
with institutional investors as it pertains to the
Corporations's offerings of its securities; and
(d) Aid and assist the Corporation in the Corporation's efforts
to secure "market makers" which will trade the
Corporations's stock to the public by providing such
information as may be required; and
(e) Aid and advise the corporation in establishing a means of
securing nationwide interest in the Corporation's
securities; and
(f) Aid and assist the Corporation in creating an "institutional
site program" to provide ongoing and continuous information
to fund managers; and
(g) Aid and consult with the Corporation in the preparation and
dissemination of press releases and news announcements; and
(h) Aid and consult with the Corporation in the preparation and
dissemination of all "due diligence" packages requested by
and furnished to NASD registered broker/dealers, the
investing public, and/or other institutional and/or fund
mangers requesting such information from the Corporation.
Compensation
3. In consideration for the services provided by Consultant to the
Corporation, the Corporation provide the following compensation to
Consultant:
a) 1,000,000 shares of restricted stock to be delivered upon
execution of this agreement.
In addition to the stock mentioned above, Consultant shall receive
1,000,000 warrants with a term of five years, due upon execution of
agreement at the following prices.
a) 334,000 warrants with an exercise price of $1.00 per share
b) 333,000 warrants with an exercise price of $1.50 per share
c) 333,000 warrants with an exercise price of $2.00 per share
All warrants mentioned above will shall have piggy back registration
rights.
-2-
Columbia Financial Group
Representation of Corporation
4. The Corporation, upon entering this Agreement, hereby warrants and
guarantees to the Consultant that to the best knowledge of the
Officers and Directors of the Corporation, all statements, either
written or oral, made by the Corporation to the Consultant are
true and accurate, and contain no misstatements of material fact.
Consultant acknowledges that estimates of performance made by
Corporation are based upon the best information available to
Corporation offices at the time of said estimates of performance.
The Corporation acknowledges that the information it delivers to
the Consultant will be used by the Consultant in preparing
materials regarding the Company's business, including but not
necessarily limited to, its financial condition, for dissemination
to the public. Therefore, in accordance with Paragraph 6, below,
the Corporation shall hold harmless the Consultant from any and
all errors, omissions, misstatements, except those made in
negligent or intentionally misleading manner in connection with
all information furnished by Corporation to Consultant.
5.
APO Health, Inc.
1. Authorized: 125 million shares
2. Issued: 22,000,000 shares
3. Outstanding: 22,000,000 shares
4. Free trading (float) 1.6 million shares (approx.)
5. Shares subject to Rule 144 restrictions: 1 million shares
(approx.)
Limited Liability
7. With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall not
be liable to the Corporation, or to anyone who may claim any right
due to any relationship with the Corporation, for any acts or
omissions in the performance of services on the part of the
Consultant, except when acts or omissions of the Consultant are
due to its willful misconduct or culpable negligence.
Termination
8. This Agreement may be terminated by either party upon the giving
of not less than thirty(30) days written notice, delivered to the
parties at such address or addresses as set forth in Paragraph 9,
below. IN the event this Agreement is terminated by the
Corporation, compensation paid by Corporation pursuant to
paragraph 3 above, to the Consultant shall be prorated to the date
of termination (or through the end of the month during which
notice of termination is delivered). In the event this Agreement
is terminated by consultant, compensation shall be reimbursed to
Corporation as follows:
-3-
Columbia Financial Group
The Agreement will be divided into four equal quarters. If termination
occurs within the first quarter or initial ninety (90) days of the
Agreement the Consultants will have no obligation to return any of the
initial compensation of the contract pursuant to paragraph 3 above.
Each and every subsequent quarter of the Agreement will have an equal
amount of compensation. If termination occurs within any quarter of the
Agreement the Consultants will return a pro rata amount based on a 90
day quarter.
The valuation of said shares for purposes of repayment of shares, shall
be the bid price said shares as of the date shares are tendered back to
the Corporation. If there is no bid price, then the price shall be
agreed to, by separate writing to be determined by the parties upon the
execution of this agreement.
Notices
9. Notices to be sent pursuant to the terms and conditions of this
Agreement, shall be sent as follows:
Xxxxxxx X. Xxxx Xx. Xxx Xxxxx
Columbia Financial Group APO Health
0000 Xxxx Xxxx, Xxx 400 0000 Xxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxx 00000 Xxxxxxxxx, XX 00000
Attorney's Fees
In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Agreement between the Parties
hereto, the prevailing party in such litigation, arbitration or
controversy, shall be entitled to recover from the other party or
parties, all reasonable attorney's fees expenses and suit costs,
including those associated with the appellate or post judgement
collections proceedings.
Arbitration
10. In connection with any controversy or claim arising out of or
relating to this Agreement, the Parties hereto agree that such
controversy shall be submitted to arbitration, in conformity with
the Federal Arbitration Act (Section 9 U.S. Code Section 901 et
seq), and shall be conducted in accordance with the Rules of the
American Arbitration Association. Any judgement rendered as a
result of the arbitration of any dispute herein, shall upon being
rendered by the arbitrators be submitted to a Court of competent
jurisdiction with the sate of Maryland, if initiated by
Consultant, or in New York if initiated by the Corporation.
Governing Law
11. This Agreement shall be construed under and in accordance with the
laws of the State of Maryland, and all parties hereby consent to
Maryland as the proper jurisdiction for said proceeding provided
herein.
-4-
Columbia Financial Group
Parties Bound
12. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors,
administrators, legal representatives, successors, and assigns
when permitted by this Agreement.
Legal Construction
13. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, the invalidity, illegality, or
unenforceability shall not affect any other provision, and this
Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been contained in it.
Prior Agreements Superseded
14. This Agreement constitutes the sole and only Agreement of the
contracting parties and supersedes any prior understandings or
written or oral agreements between the respective parties.
Further, this Agreement may only be modified or changed by written
agreement signed by all the parties hereto.
Multiple Copies or Counterparts of Agreement
15. The original and one or more copies of the Agreement may be
executed by one or more of the parties hereto. In such event, all
of such executed copies shall have the same force and effect as
the executed original, and all of such counterparts taken together
shall have the effect of a fully executed original. Further, this
Agreement may be signed by the parties and copies hereof delivered
to each party by way of facsimile transmission, and such facsimile
copies shall be deemed original copies for all purposes if
original copies of the parties' signatures are not delivered.
Liability of Miscellaneous Expenses
16. The Corporation shall be responsible to any miscellaneous fees and
costs approved in writing prior by the Corporation or its agents
to commitment that are unrelated to the agreement made between the
Parties.
-5-
Columbia Financial Group
Headings
17. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or
intent of this Agreement or effect its provisions.
IN WITNESS WHEREOF, the Parties have set their hands and seal as of the
date written above.
BY: /S/ XXXXXXX X. XXXX
----------------------------
Xxxxxxx X. Xxxx, President
Columbia Financial Group, Inc.
BY: /S/ XX. XXX XXXXX
----------------------------
Xx. Xxx Xxxxx
APO Health, Inc.
-6-
