EXHIBIT 10
CORPORATE INVESTOR RELATIONS, INC.
ONE YEAR CONTRACT
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT made this 1st day of December 1995, by and between;
CORPORATE INVESTOR RELATIONS, INC.,
000 Xxxxxxx Xxxxxx, Xxxxx #0000
Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000,
a Florida Corporation (hereinafter referred to as "CIR"), and;
NORTH AMERICAN TECHNOLOGIES GROUP, INC.
0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, Xxxxx 00000
Telephone: 000-000-0000
a Delaware corporation, (hereinafter referred to as "COMPANY"), collectively
CIR and COMPANY hereinafter referred to referred as "the parties".
WITNESSETH:
WHEREAS, CIR is an investor relations, direct marketing, publishing, public
relations and advertising firm with expertise in the dissemination of
information about private and publicly traded companies; and is in the business
of providing investor relations services, public relations services, publishing,
advertising services, fulfillment services, marketing of business formats and
opportunities, financing arrangements, private placements and other related
programs, services and products; and
WHEREAS, COMPANY is publicly held with its common stock trading on one or
more stock exchanges and/or over-the-counter; and
WHEREAS, COMPANY desires to publicize itself with the intention of making
its name and business better known to its shareholders, investors, and brokerage
houses; and
WHEREAS, CIR is willing to accept COMPANY as a client.
WHEREAS, COMPANY requires investor relations services and desires to employ
and/or retain CIR to provide such services as an independent contractor, and CIR
is agreeable to such a relationship and/or arrangement, and the parties desire a
written document formalizing and defining their relationship and evidencing the
terms of their agreement;
THEREFORE, in consideration of the mutual covenants contained herein, it is
agreed as follows:
Revised June 8, 1995
DEFINITIONS AND INTERPRETATIONS
1. CAPTIONS AND SECTION NUMBERS
The headings and section references in this Consulting Agreement are for
convenience of reference only and do not form a part of this Agreement and are
not intended to interpret, define or limit the scope, extent or intent of this
Consulting Agreement or any provisions thereof.
2. EXTENDED MEANINGS
The words "hereof", "herein", "hereunder" and similar expressions used in any
clause, paragraph or section of this agreement will relate to the whole of this
Consulting Agreement and not to that clause, paragraph or section only, unless
otherwise expressly provided.
3. NUMBER AND GENDER
In this Consulting Agreement words importing the masculine gender include the
feminine or neuter gender and words in the singular include the plural, and vice
versa.
4. SECTION REFERENCES AND SCHEDULES
Any reference to a particular "article", "section", "paragraph" or other
subdivision of this Consulting Agreement and any reference to a schedule,
exhibit or addendum by name, number and/or letter will mean the appropriate
schedule, exhibit or addendum attached to this Consulting Agreement and by such
reference is incorporated into and made part of this Consulting Agreement.
AGREEMENT
5. APPOINTMENT
COMPANY hereby appoints and engages CIR as its investor relations counsel and
hereby retains and employs CIR upon the terms and conditions of this
Consulting Agreement. CIR accepts such appointment and agrees to perform the
services upon the terms and conditions of said Consulting Agreement.
6. ENGAGEMENT
COMPANY engages CIR to publicize the COMPANY to brokers, prospective investors
and shareholders and as further described below and subject to the further
provisions of this Consulting Agreement. CIR hereby accepts said engagement
and COMPANY as a client, and agrees to publicize COMPANY as further described
below and subject to the further provisions of this Consulting Agreement.
7. AUTHORITY AND DESCRIPTION OF SERVICES
During the term of this agreement CIR shall furnish various professional
services and advice as specifically requested by Xxx Xxxxxxxxxx, who is an
authorized representative of COMPANY, and holds the position and/or title of
President with COMPANY. Said professional services and advice shall relate to
those services, items and/or subjects described in ADDENDUM "A", which is
attached hereto and made a part hereof by this reference, and/or as follows:
a. CIR shall act, generally, as corporate investor relations counsel,
essentially acting (1) as liaison between COMPANY and its shareholders; (2) as
advisor to COMPANY with respect to existing and potential market makers, broker-
dealers, underwriters, and investors as well as being the liaison between
COMPANY and such persons; and (3) as advisor to COMPANY with respect to
communications and information, including but not necessarily limited to
preparation of a one page magazine advertorial, writing of a corporate profile,
preparation of a research report, planning, developing, designing, organizing,
writing and distributing such communications and information.
b. CIR shall assist in establishing, and advise COMPANY with respect to:
interviews of COMPANY officers by the financial media; interviews of COMPANY
officers by analysts, market makers, broker-dealers, and other members of the
financial community.
Revised June 8, 1995
c. CIR shall seek to make COMPANY, its management, its products, and its
financial situation and prospects, known to the financial media, financial
publications, broker-dealers, mutual funds, institutional investors, market
makers, analysts, investment advisors, and other members of the financial
community as well as the public generally.
d. CIR, in providing the foregoing services, shall be responsible for all
costs of providing the services, including, but not limited to, out-of-pocket
expenses for postage, delivery service (e.g., Federal Express), telephone
charges, compensation to third party vendors, copywriters, xxxxx xxxxxxx, art
and graphic personnel, subcontractors, printing, etc.
e. CIR'S compensation under this Consulting Agreement shall be deemed to
include the above mentioned costs and expenses, unless otherwise expressly
provided herein.
f. Marketing Program: Including, but not necessarily limited to, the
following components: i) CIR reviews and analyzes all aspects of COMPANY's
goals and makes recommendations on feasibility and achievement of desired
goals. ii) CIR provides through their network, firms and brokers interested in
participating and schedules and conducts the necessary due diligence and
obtains the required approvals necessary for those firms to participate. CIR
interviews and makes determinations on any firms or brokers referred by
COMPANY with regard to their participation. iii) CIR shall be available to
COMPANY to field calls from firms and brokers inquiring about COMPANY.
8. TERM OF AGREEMENT
This agreement shall become effective upon execution hereof and shall continue
thereafter up to and including December 1st, 1996, or in the case of specific
services until such time as such matters are finalized to the satisfaction of
both COMPANY and CIR. It is expressly acknowledged and agreed by and between
the parties hereto that CIR shall not be obligated to provide any services
and/or perform any work related to this Consulting Agreement until such time
any agreed and/or specified retainer (deposit, initial fee, down-payment) in
U.S. funds, and/or other specified and/or agreed valuable consideration, has
been received by CIR.
9. WHERE SERVICES SHALL BE PERFORMED.
CIR services shall be performed at the main office location of CIR, or other
such designated location(s) as CIR and COMPANY agree are the most advantageous
for the work to be performed.
10. LIMITATIONS ON SERVICES
The parties hereto recognize that certain responsibilities and obligations are
imposed by federal and state securities laws and by the applicable rules and
regulations of stock exchanges, the National Association of Securities
Dealers, in-house "due diligence" or "compliance" departments of brokerage
houses, etc. Accordingly, CIR agrees as follows:
a. CIR shall NOT release any financial or other information or data about
COMPANY without the consent and approval of COMPANY.
b. CIR shall not conduct any meetings with financial analysts without
informing COMPANY in advance of any proposed meeting, the format or agenda of
such meeting and COMPANY may elect to have a representative of COMPANY attend
such meeting.
c. CIR shall NOT release any information or data about COMPANY to any
selected or limited person(s), entity, or group if CIR is aware that such
information or data has not been generally released or promulgated.
d. After notice by COMPANY of filing for a proposed public offering of
securities of COMPANY, and during any period of restriction on publicity, CIR
shall not engage in any public relations efforts not in the normal course
without approval of counsel for COMPANY and of counsel for the underwriter(s),
if any.
Revised June 8, 1995
11. DUTIES OF COMPANY
a. COMPANY shall supply CIR, on a regular and timely basis with all
approved data and information about COMPANY, its management, its products, and
its operations and COMPANY shall be responsible for advising CIR of any facts
which would affect the accuracy of any prior data and information previously
supplied to CIR so that CIR may take corrective action.
b. COMPANY shall promptly supply CIR: 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 the assistance of CIR; 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.
COMPANY shall supply CIR, within 15 days of execution of this Consulting
Agreement, with a list of all stockbrokers and market makers active in the
stock of COMPANY, and a complete list of all shareholders on 3-1/2 inch
computer disk in ASCII or some other common, universal format.
c. CIR reports are not intended to be used in the offering of securities.
Accordingly, clients must agree to each of the points listed below and to
indemnify CIR for any breach of these representations and covenants.
i. Except as otherwise described in this paragraphs (I) and (ii) below,
COMPANY is not presently engaged in a private or public offering of securities,
including S-8 or Regulation S, or including any continuing distribution, whether
or not exempt, that will not be included prior to the issuance of a CIR research
report on COMPANY, and COMPANY has no intention of making such an offering
within the next 90 days. An "evergreen" prospectus for employee stock option and
other plans will not preclude issuance of CIR research reports, except as
provided for herein and excepting the S-4 filing and/or registration that is
currently in process for the purposes of acquisition of a subsidiary of COMPANY.
(INITIAL) /s/ TBT
ii. COMPANY will immediately notify CIR if it intends to make any private
or public offering of securities, including S-8 or Regulation S. COMPANY is
currently engaged in a registration of its stock on Form S-4 and is
conducting, (and will continue to conduct) discussions with several parties
relating to possible private placements of its securities. COMPANY will
inform CIR in a timely manner and will update CIR of the progress of any
proposed consummation of such a transaction and at such other times aS CIR
shall request.
(INITIAL) /s/ TBT
iii. COMPANY will immediately notify CIR at least 30 days prior to any
insider selling of clients stock.
(INITIAL) /s/ TBT
iv. COMPANY will not use CIR reports in connection with any offering of
securities without the prior written consent of CIR.
(INITIAL) /s/ TBT
d. In that CIR relies on information provided by COMPANY for a substantial
part of its preparations and reports, COMPANY must represent that said
information is neither false nor misleading, and agrees to hold harmless and
indemnify CIR for any breach of these representations and covenants; and
COMPANY agrees to hold harmless and indemnify CIR for any claims relating to
the purchase and/or sale of COMPANY securities occurring out of, or in
connection with, CIR'S relationship with COMPANY, including, without
limitation, reasonable attorneys' fees and other costs arising out of any such
claims, other than any of the same resulting from the negligence or willful
misconduct of CIR. Company shall not be liable in any manner for any claim
against or
Revised June 8, 1995
involving CIR that the nature of its activities under this agreement violates
any securities law, rule or regulation.
(INITIAL) /s/ TBT
e. In that CIR shareholders, officers, employees, and/or members of their
families may hold a position in and engage in transactions with respect to
COMPANY securities, and in light of the fact that CIR imposes restrictions on
such transactions to guard against trading on the basis of material nonpublic
information COMPANY shall contemporaneously notify CIR if any information or
data being supplied to CIR has not been generally released or promulgated.
12. REPRESENTATION AND INDEMNIFICATION
a. COMPANY shall be deemed to make a continuing representation of the
accuracy of any and all material facts, materials, information, and data which
it supplies to CIR and the COMPANY acknowledges its awareness that CIR will
rely on such continuing representation in disseminating such information and
otherwise performing its investor relations functions.
b. CIR, in the absence of notice in writing from COMPANY, will rely on the
continuing accuracy of materials, information, and data supplied by COMPANY.
c. COMPANY hereby agrees to hold harmless and indemnify CIR against any
claims, demands, suits, loss, damages, etc., arising out of CIR'S reliance
upon the instant accuracy and continuing accuracy of such facts, materials,
information, and data, unless CIR has been negligent in performing its duties
and obligations hereunder.
d. COMPANY hereby authorizes CIR to issue, in CIR'S sole discretion,
corrective, amendatory, supplemental, or explanatory press releases,
shareholder communications and reports, or data supplied to analysts, broker-
dealers, market makers, or other members of the financial community.
e. COMPANY shall cooperate fully and timely with CIR to enable CIR to
perform its duties and obligations under this agreement.
f. The execution and performance of this Consulting Agreement by COMPANY
has been duly authorized by the Board of Directors of COMPANY in accordance
with applicable law, and, to the extent required, by the requisite number of
shareholders of COMPANY.
g. The performance by COMPANY of this agreement will not violate any
applicable court decree or order, law or regulation, nor will it violate any
provision of the organizational documents and/or bylaws of COMPANY or any
contractual obligation by which COMPANY may be bound.
h. COMPANY shall promptly deliver to CIR a complete due diligence package
to include latest 10K, latest 10Q, last 6 months of press releases and all
other relevant materials, including but not limited to corporate reports,
brochures, etc.
i. COMPANY shall promptly deliver to CIR a list of names and addresses of
all shareholders of COMPANY which it is aware. This list shall be upgraded at
CIR'S request.
j. COMPANY shall promptly deliver to CIR a list of brokers and market
makers of COMPANY'S securities which have been following COMPANY.
k. Because CIR will rely on such information to be supplied it by COMPANY,
all such information shall be true, accurate, complete and not misleading, in
all respects, except as limited to the knowledge of Company in paragraph (i)
above.
l. COMPANY shall act diligently and promptly in reviewing materials
submitted to it by CIR to enhance timely distribution of the materials and
shall inform CIR of any inaccuracies contained therein within a reasonable
time prior to the projected or known publication date.
13. COMPENSATION
a. For all general investor relations services, COMPANY shall make payment
to CIR as follows;
(1.) $100,000 U.S. funds upon the execution of this Consulting Agreement;
and
(2.) $50,000 U. S. funds or an amount of shares of NATK free trading
stock, which the total number of said shares shall be determined pursuant to the
formula described in Addendum "A" discounted to the bid as specified therin, a
copy of which is attached hereto and incorporated herein by this reference, due
on or before January 31, 1995 without billing; and
Revised June 8, 1995
(3.) $100,000 U. S. funds or an amount of shares NATK free trading stock,
which the total number of said shares shall be determined pursuant to the
formula described in Addendum "A" discounted to the bid as specified therein, a
copy of which is attached hereto and incorporated herein by this reference, due
on or before February 28, 1996 without billing; and
(4.) $50,000 U. S. funds or an amount of shares of NATK free trading
stock, which the total number of said shares shall be determined pursuant to the
formula described in Addendum "A", a copy of which is attached hereto and
incorporated herein by this reference, and appropriately discounted to the bid
as specified therein, due on or before April 15, 1996 without billing; and
(5.) Options to purchase 400,000 common shares of NATK free trading stock
at a price of one dollar($1) per share within a time period that shall expire
one (1) year from the time of registration of said shares with the Securities
and Exchange Commission (SEC), or from the receipt by CIR of said options,
whichever is later, the aforementioned options to be delivered to CIR upon
execution of this Consulting Agreement; and
(6.) Options to purchase 100,000 common shares of NATK free trading stock
at a price equal to the bid price on the day and date of the execution of this
Consulting Agreement plus one dollar($1) per share purchased within a time
period that shall expire three (3) years from the time of registration of said
shares with the Securities and Exchange Commission (SEC), or from the receipt by
CIR of said options, whichever is later, the aforementioned options to be
delivered to CIR upon execution of this Consulting Agreement; and
(7.) In the event implementation and successful completion of the full
investor relations program is accomplished to the satisfaction of both CIR and
COMPANY, specifically as described in the "Proposal For North American
Technologies, Inc.", a copy of which is attached hereto as "Exhibit 1" and
incorporated herein by this reference, then COMPANY shall pay to CIR
an additional payment of U. S. Funds and/or shares of NATK free trading stock,
which the total number of said shares shall be determined pursuant to the
formula described in Addendum "A", a copy of which is attached hereto and
incorporated herein by this reference, and appropriately discounted to the bid
as specified therin, the aforementioned additional payment to be due on or
before November 30, 1996 and the total amount of said payment shall be $50,000
U.S. Funds.
(8.) COMPANY agrees and guarantees that all aforementioned shares of NATK
stock and the aforementioned options to purchase shares of NATK stock shall be
free trading pursuant to an S-8 filing with the Securities and Exchange
Commission (SEC) by North American Technologies, Inc. (NATK), to be accomplished
and/or completed by COMPANY not later than February 28th, 1996.
b. All moneys payable hereunder shall be in U.S. funds and drawn on U.S.
banks. The parties acknowledge that in negotiating this fee they recognized
that the services will probably not be performed in equal monthly segments,
but may be substantial during the earlier portion of the term and less
thereafter as relationships and communication lines are established. Thus,
part of the compensation for earlier services will be deferred and therefore
any lessening of services shall not constitute a breach or termination hereof
and the level fee shall continue. The election to pay any compensation due under
paragraph 13(a) in cash or in NATK stock shall be at the option of Company, so
long as CIR consents there to (which consent shall not be unreasonably
withheld).
c. See Addendum "A" attached hereto for further details related to
compensation.
d. For all special services, not within the scope of this agreement,
COMPANY shall pay to CIR such fee(s) as, and when, the parties shall determine
in advance of performance of said special services, provided COMPANY has
agreed to said special services in advance.
14. BILLING AND PAYMENT
Monthly fees or payments shall be due and payable without billing. Billing
and payments for special services shall be as agreed on a case by case basis.
COMPANY acknowledges and agrees that deposits, initial payments, down payments,
partial payments, payments for special services, monthly fees or monthly
payments shall be by wire to CIR's bank account upon execution of any agreement
or agreements, or; upon payment due date in the case of monthly fees or monthly
payments, or; in the case of special services by the first day of the preceding
month that work is scheduled to be performed, unless expressly provided
otherwise in writing, and that if such funds are not received by CIR by said
Revised June 8, 1995
date COMPANY shall pay to CIR an additional operations charge equal to 1% for
each day said funds are not received.
15. CIR AS AN INDEPENDENT CONTRACTOR
CIR shall provide said services as an independent contractor, and not as an
employee of COMPANY or of any company affiliated with COMPANY. CIR has no
authority to bind COMPANY or any affiliate of COMPANY to any legal action,
contract, agreement, or purchase, and such action can not be construed to be
made in good faith or with the acceptance of COMPANY; thereby becoming the sole
responsibility of CIR. CIR is not entitled to any medical coverage, life
insurance, savings plans, health insurance, or any and all other benefits
afforded COMPANY employees. CIR shall be solely responsible for any Federal,
State, or Local Taxes, and should COMPANY for any reason be required to pay
taxes at a later date, CIR shall reassure such payment is made by CIR, and not
by COMPANY. CIR shall be responsible for all workers compensation payments and
herein holds COMPANY harmless for any and all such payments and responsibilities
related hereto.
16. CIR NOT TO ENGAGE IN CONFLICTING ACTIVITIES
During the term of this agreement CIR shall not engage in any activities that
directly conflicts with the interests of COMPANY. COMPANY hereby acknowledges
notification by CIR and understands that CIR does, and shall, represent and
service other and multiple clients in the same manner as it does COMPANY, and
that COMPANY is not an exclusive client of CIR.
17. TRADE SECRETS AND INVENTIONS
CIR shall treat as proprietary any and all information belonging to COMPANY,
it's affiliates, or any third parties, disclosed to CIR in the course of the
performance of CIR services. CIR assigns and agrees to assign to COMPANY or its
nominee all rights in invention and other proprietary information conceived by
CIR during the term of this agreement with respect to any work performed under
said agreement.
18. INSIDE INFORMATION -- SECURITIES VIOLATIONS
In the course of the performance of this agreement it is expected that specific
sensitive information concerning the operations of COMPANY's business, and/or
affiliate companies shall come to the attention and knowledge of CIR. In such
event CIR will not divulge, discuss, or otherwise reveal such information to any
third parties.
19. DISCLOSURE
CIR is required to disclose any outside activities or interests, including
ownership or participation in the development of prior inventions, that conflict
or may conflict with the best interests of COMPANY. It is mutually understood
that prompt disclosure is required under this paragraph if the activity or
interest is related, directly or indirectly, to any activity that CIR may be
involved with on behalf of COMPANY.
20. WARRANTY AGAINST CONTEMPLATION OF AGREEMENT RELATED CORRUPT PRACTICES
CIR represents and warrants that all payments and other valuable considerations
paid or to be paid under this agreement constitutes compensation for services
rendered; that this agreement and all payments and other valuable considerations
and the use of those payments and valuable considerations are non-political in
nature; and that said payments and valuable considerations do not influence,
sway or bribe any government or municipal party, either domestic or foreign, in
any way.
21. AMENDMENTS
This agreement may be modified or amended, provided such modifications or
amendments are mutually agreed upon by and between the parties hereto and that
said modifications or amendments are made in writing and signed by both parties.
22. SEVERABILITY
Revised June 8, 1995
If any provision of this agreement shall be held to be contrary to law, invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this agreement is
contrary to law, invalid or unenforceable, and that by limiting such provision
it would become valid and enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
23. TERMINATION OF AGREEMENT
This Consulting Agreement may not be terminated by either party prior to the
expiration of the term provided in Paragraph 8 above except as follows:
a. Upon the bankruptcy or liquidation of the other party; whether voluntary
or involuntary;
b. Upon the other party taking the benefit of any insolvency law; and/or
c. Upon the other party having or applying for a receiver appointed for
either party
d. 60 day written notice by either party.
24. ATTORNEY FEES
In the event either party is in default of the terms or conditions of this
Consulting Agreement and legal action is initiated or suit be entered 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, reasonable
attorney fees, expenses and court costs through trial, appeal and to final
disposition.
25. RETURN OF RECORDS
Upon termination of this agreement, CIR shall deliver all records, notes, data,
memorandum, models and equipment of any nature that are in the control of CIR
that are the property of or relate to the business of COMPANY.
26. WAIVER OF BREACH
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.
27. DISCLAIMER BY CIR
CIR shall be the preparer of certain promotional materials, and; CIR makes no
representation to COMPANY or others that; (a) its efforts or services will
result in any enhancement to COMPANY (b) the price of COMPANY'S publicly traded
securities will increase (c) any person will purchase COMPANY's securities, or
(d) any investor will lend money to and/or invest in or with COMPANY.
28. EARLY TERMINATION
In the event COMPANY fails or refuses to cooperate with CIR, or fails or refuses
to make timely payment of the compensation set forth above and/or in Addendum
"A", CIR shall have the right to terminate any further performance under this
agreement. In such event, and upon notification thereof, all compensation shall
become immediately due and payable and/or deliverable, and CIR shall be entitled
to receive and retain the same as liquidated damages and not as a penalty, in
lieu of all other remedies the parties hereby acknowledge and agree that it
would be too difficult currently to determine the exact extent of CIR'S damages,
but that the receipt and retention of such compensation is a reasonable present
estimate of such damage.
29. LIMITATION OF CIR LIABILITY
In the event CIR fails to perform its work or services hereunder, its entire
liability to COMPANY shall not exceed the lessor of; (a) the amount of cash
compensation CIR has received from COMPANY under Paragraph 13 above (b) the
amount of cash compensation CIR has received from COMPANY under Addendum "A", or
(c) the actual damage to COMPANY as result of such non-performance. In no event
shall CIR be liable to COMPANY for any indirect, special or consequential
damages, nor for any claim against COMPANY by any person or entity arising from
or in any way related to this agreement.
Revised June 8, 1995
30. OWNERSHIP OF MATERIALS
All right, title and interest in and to materials to be produced by CIR in
connection with this Consulting Agreement and other services to be rendered
under said agreement shall be and remain the sole and exclusive property of CIR,
except in the event COMPANY performs fully and timely its obligations hereunder,
COMPANY shall be entitled to receive upon written request, one (1) copy of all
such materials.
31. AGREEMENT NOT TO HIRE
COMPANY understands and appreciated that CIR invested a tremendous amount of
time, energy and expertise in the training of its employees and education of its
sub contractors to be able to provide the very services COMPANY desires. COMPANY
further understands that in the event an employee of CIR be enticed to leave,
then CIR shall be damaged in an amount the parties are incapable of calculating
at the present time. Therefore, COMPANY agrees not to offer employment to any
employee or sub-contractor of CIR, nor to allow any employee, officer or
director of COMPANY to offer such employment with COMPANY or any other company,
concern, venture or entity with whom officers and directors of COMPANY are
employed, associated or hold a financial stake in for a period of three (3)
years from the date of expiration or termination hereof.
32. MISCELLANEOUS
a. Effective date of representations shall be no later than the date CIR is
prepared to distribute magazine and/or brochures pursuant to this agreement.
b. Currency: In all instances, references to dollars shall be deemed to be
United States Dollars.
c. Stock: In all instances, references to stock shall be deemed to be
unrestricted and free trading.
33. NOTICES
All notices hereunder shall be in writing and addressed to the party at the
address herein set forth, or at such other address which notice pursuant to this
section may be given, and shall be given by either personal delivery, certified
mail, express mail or other national overnight courier services. Notices shall
be deemed given upon the earlier of actual receipt or three (3) business days
after being mailed or delivered to such courier service. Any notices to be given
hereunder shall be effective if executed by and sent by the attorneys for the
parties giving such notice, and in connection therewith the parties and their
respective counsel agree that in giving such notice such counsel may communicate
directly in writing with such parties to the extent necessary to give such
notice. Any notice required or permitted by this agreement to be given shall be
given to the respective parties at the following addresses:
CIR: COMPANY:
CORPORATE INVESTOR RELATIONS, INC. North American Technologies Group, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx #0000 0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000 Xxxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000 Telephone: 000-000-0000
34. TIME IS OF THE ESSENCE
Time is hereby expressly made of the essence of this Consulting Agreement with
respect to the performance by the parties of their respective obligations
hereunder.
35. ENUREMENT
This Consulting Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors, assigns and any addenda's attached hereto.
36. ENTIRE AGREEMENT
This Consulting Agreement contains the entire agreement of the parties and may
be modified or amended only by agreement in writing, signed by the party against
whom enforcement of any waiver, change, amendment, modification, extension or
discharge is sought. It is declared by both parties that there are no oral or
other agreements or understanding between them affecting this Consulting
Revised June 8, 1995
Agreement, or relating to the business of CIR. This agreement supersedes all
previous agreements between CIR and COMPANY.
37. APPLICABLE LAW
This Agreement is executed pursuant to and shall be interpreted and governed for
all purposes by the laws of the State of Florida for which the Courts in
Seminole County, Florida shall have jurisdiction. If any provision of this
Consulting Agreement is declared void, such provision shall be deemed severed
from this agreement, which shall otherwise remain in full force and effect.
38. ACCEPTANCE BY CIR
This Consulting Agreement is not valid or binding upon CIR unless and until
executed by its President or other duly authorized executive officer of CIR at
its home office in Altamonte Springs, Florida.
39. NON-WAIVER
The failure of either party, at any time, to require any such performance by any
other party shall not be constructed as a waiver of such right to require such
performance and shall in no way affect such party's right to require such
performance and shall in no way affect such party's right subsequently to
require full performance hereunder.
40. EXECUTION IN COUNTERPART
This agreement may be executed in counterpart, not withstanding the date or
dates upon which this agreement is executed and delivered by any of the parties,
and shall be deemed to be an original and all of which will constitute one and
the same agreement, effective as of the reference date first written above.
IN WITNESS WHEREOF, the parties hereto have set their hands in execution of
this agreement.
For and in behalf of; For and in behalf of;
COMPANY: CIR:
NORTH AMERICAN TECHNOLOGIES GROUP, INC. CORPORATE INVESTOR RELATIONS, INC.
a Delaware corporation a Florida corporation
[SIGNATURE APPEARS HERE] [SIGNATURE APPEARS HERE]
By ________________________________ By _________________________________
Xxx Xxxxxxxxxx, President XXX XXXXXX, PRESIDENT
[SIGNATURE APPEARS HERE] [SIGNATURE APPEARS HERE]
Witness: __________________________ Witness: ___________________________
[SIGNATURE APPEARS HERE] [SIGNATURE APPEARS HERE]
Witness: __________________________ Witness: ___________________________
ADDENDUM "A"
Page 1 of 2 pages
SPECIFIC SERVICES: (See Attachments, if any)
PHASE I SERVICES: SEE ATTACHED "EXHIBIT 1"
Specific Compensation:
A. For all general investor relations services, COMPANY shall make payment to
CIR as follows:
(1.) $100,000 U.S. funds upon the execution of this Consulting
Agreement; and
(2.) $50,000 U.S. funds or an amount of shares of NATK free trading
stock, which the total number of said shares shall be determined pursuant to the
formula described in Addendum "A" discounted to the bid as specified therein, a
copy of which is attached hereto and incorporated herein by this reference, due
on or before January 31, 1996 without billing; and
(3.) $100,000 U.S. funds or an amount of shares of NATK free trading
stock, which the total number of said shares shall be determined pursuant to the
formula described in Addendum "A" discounted to the bid as specified therein, a
copy of which is attached hereto and incorporated herein by this reference, due
on or before February 28, 1996 without billing; and
(4.) $50,000 U.S. funds or an amount of shares of NATK free trading
stock, which the total number of said shares shall be determined pursuant to the
formula described in Addendum "A", a copy of which is attached hereto and
incorporated herein by this reference, and appropriately discounted to the bid
as specified therein, due on or before April 15, 1996 without billing; and
(5.) Options to purchase 400,000 common shares of NATK free trading
stock at a price of one dollar ($1) per share within a time period that shall
expire one (1) year from the time of registration of said shares with the
Securities and Exchagne Commission (SEC), or from the receipt by CIR of said
options, whichever is later, the aforementioned options to be delivered to CIR
upon execution of this Consulting Agreement; and
(6.) Options to purchase 100,000 common shares of NATK free trading
stock at a price equal to the bid price on the day and date of the execution of
this Consulting Agreement plus one dollar ($1) per share purchased within a time
period that shall expire three (3) years from the time of registration of said
shares with the Securities and Exchange Commission (SEC), or from the receipt by
CIR of said options, whichever is later, the aforementioned options to be
delivered to CIR upon execution of this Consulting Agreement; and
(7.) In the event implementation and successful completion of the full
investor relations program is accomplished to the satisfaction of both CIR and
COMPANY, specifically as described in the "Proposal For North American
Technologies, Inc.", a copy of which is attached hereto as "Exhibit 1" and
incorporated herein by this reference, then COMPANY shall pay to CIR an
additional payment of U.S. Funds and/or shares of NATK free trading stock, which
the total number of said shares shall be determined pursuant to the formula
described in Addendum "A", a copy of which is attached hereto and incorporated
herein by this reference, and appropriately discounted to the bid as specified
therein, the aforementioned additional payment to be due on or before November
30, 1996 and the total amount of said payment shall be $50,000 U.S. Funds
determined as follows:
(8.) COMPANY agrees and guarantees that all aforementioned shares of
NATK stock and the aforementioned options to purchase shares of NATK stock shall
be free trading pursuant to an S-8 filing with the Securities and Exchange
Commission (SEC) by North American Technologies, Inc. (NATK), to be accomplished
and/or completed by COMPANY not later than February 28th, 1996.
Revised June 8, 1995
ADDENDUM "A" (CONTINUED)
Page 2 of 2 pages
B. It is mutually agreed by and between the parties hereto that in the event
CIR opts or agrees to accept COMPANY's stock, either now or in the future, as
full or partial payment for any part or portion of CIR's compensation or fee
under this Consulting Agreement, that the number of shares necessary for such
equal value alternative compensation shall be determined pursuant to a formula
or computation that discounts the stock from the bid price at a rate of 10 % and
is based solely upon the average bid price as of the day and date of any such
agreement to accept said stock as alternative compensation. In the event the
price of the stock declines before CIR is in receipt of said stock, COMPANY
agrees to increase the number of shares accordingly in order to maintain the
agreed upon equal dollar value determined by the applicable formula or
computation as specified and provided for herein. COMPANY agrees that in the
event the stock has not been received in CIRs account within thirty (30) days of
any date or dates specified within this agreement or any subsequent agreements.
COMPANY shall pay to CIR in U.S. funds an additional amount equal to 10% of the
agreed upon value of the stock as mentioned above as liquidated damages. This
shall continue for each and every thirty (30) day period that said stock is not
received by CIR. Said funds to be wired to CIR within three days of any such
default without further notice. COMPANY acknowledges and agrees CIR shall not
provide or continue to provide services until all such fees are paid. COMPANY
acknowledges that it has verified with its corporate council, accountants,
corporate officers, board of directors, executive decision makers, and
appropriate stock exchanges that said stock can, in fact, be timely delivered to
CIR as agreed and so warrants.
IN WITNESS WHEREOF, the parties hereto have set their hands in acknowledgment
and execution of this Addendum to the Consulting Agreement.
For and in behalf of; For and in behalf of;
COMPANY: CIR:
NORTH AMERICAN TECHNOLOGIES GROUP, INC. CORPORATE INVESTOR RELATIONS, INC.
a Delaware corporation a Florida corporation
[SIGNATURE APPEARS HERE] [SIGNATURE APPEARS HERE]
By ________________________________ By _________________________________
Xxx Xxxxxxxxxx, President XXX XXXXXX, PRESIDENT
[SIGNATURE APPEARS HERE] [SIGNATURE APPEARS HERE]
Witness: __________________________ Witness: ___________________________
[SIGNATURE APPEARS HERE] [SIGNATURE APPEARS HERE]
Witness: __________________________ Witness: ___________________________
Revised June 8, 1995
EXHIBIT 1
PROPOSAL FOR NORTH AMERICAN TECHNOLOGIES, INC.
DECEMBER MARCH
-------- -----
Contract sign Newsletter (5,000)
Down Payment received ISI Trade Show
Key-Broker program Corporate Interview (5,000)
Commences/continues for 12 months Broker Fax
Newsletter (5,000) Broker Relations
Broker Fax Internet
Letter sent to Shareholders
Corporate Interview/Xxx Xxxxxxxxxx
Database Search
Internet
JANUARY APRIL
------- -----
Card Deck Card Deck
Research Report Broker Fax
Broker Fax Broker Relations
Newsletter (5,000) Internet
Internet Newsletter (5,000)
Broker Relations
ISI Show
Corporate Profile (4-Color, 5,000)
FEBRUARY MAY
-------- ---
Radio Research Report
Newsletter (5,000) Broker Fax
Magazine Broker Relations
Broker Fax Magazine
Broker Relations Internet
Internet Newsletter (5,000)
JUNE SEPTEMBER
---- ---------
Research Report Newsletter (5,000)
4 Color 10,000 Broker Road Shows
Radio ISI Trade Show
Corporate Interview 5,000 Corporate Interview 5,000
Broker Fax Broker Fax
Broker Relations Broker Relations
Internet Internet
Newsletter (5,000) Corporate Profile (4-Color 5,000)
JULY OCTOBER
---- -------
Newsletter (5,000) Research Report (4-Color, 10,000)
Broker Road Show Radio
Broker Fax Corporate Interview 5,000
Internet Broker Fax
Broker Relations Newsletter (5,000)
Internet
AUGUST NOVEMBER
------ --------
Magazine (2 pgs.) Magazine (2 pgs.)
Card Deck Broker Relations
Broker Fax Research Report
Broker Relations Corporate Interview
Broker Road Shows Broker Relations
Internet Broker Fax
Newsletter (5,000) Newsletter (5,000)
Internet
GLOSSARY
Broker Bullet Sheet: A one page, fact-filled compendium of a company's
investment highlights. Designed to provide stockbrokers
with the basic data they require for telephone contacts.
Broker Data Search: A process consisting of a sequence of computer searches
designed to construct a list of Registered
Representatives (Series 7) that would be interested in
a certain company's stock. Reps are culled according to
industry, market, price range, etc.
CEO Interview: A question and answer format constructed to reveal the
investment highlights of a company to the reader in a
conversational style and tone. Ideally, the reader feels
that his or her own questions are be-being answered.
Corporate Fact
Sheet: A one page pre-profile piece designed for the individual
investor. Similiar to the bullet sheet, this piece
brings out the salient invest-points for the reader.
Corporate Profile: A two page overview of the company to include an
industry description, competitive position,
management's goals and strategies, and a brief corporate
history. This piece is designed to "shape" the company,
not to provide all the details.
Financial Editors: Financial data, analysis, trading history and investment
highlights are provided to newsletter editors in our
network who follow and recommend similiar company's
stocks to their subscribers.
Magazine Article: A one page "advertorial" in the OPPORTUNIST magazine
designed to provide the reader with key investment
highlights that result in requests for further, more
detailed information.
Newsletter: A two page research recommendation designed to provide
the client's story to 2,500 key brokers and investors.
Radio Talk Show: CIR's network of business and financial radio shows will
be sent information to assist in arranging on-air
interviews.
Research Report: A six page, two color in depth analysis of the company's
business, finances, management and market designed to
provide the potential shareholder with complete decision
-making knowledge.
Interment Stock Club: An on-line computer informational service allowing the
user to obtain investment insight and data regarding
the client company by simply dialing a phone number.
What's Your Story: An in depth questionnaire to be filled out by senior
management so that CIR has complete detailed data and
information concerning client company's history,
industry, markets and business prospects.
Revised June 8, 1995
Key Broker Program: Corporate Investor Relations maintains a team of Broker
Relations executives whose sole purpose is to
disseminate information about our client companies to or
Retail Broker network. This stimulates buying at the
retail level and provides positive results for both
volume levels and share price of your company's stock.
Retail Brokers will purchase your stock in exchange for
leads. The leads are generated by the publication of the
"Opportunist". These individuals are qualified investors
who have specifically requested information on your
company. Key Brokers are declined as Brokers who have
built positions of your company's stock exceeding
$100,000. This will only apply to brokers whose
acquisition of stock coincided with the inception of the
CIR marketing campaign. As soon as six brokers have
qualified, CIR will organize and bear expenses of due-
diligence trip to your corporate headquarters or other
corporate facility that your company deems appropriate.
Existing Shareholders: Each of your current shareholders will receive written
information from CIR about your new investor relations
program.
Investor Conference &
Money Show: Among the country's most popular and established
conferences are those produced by Sound Money Investors,
Investment Seminars, Inc., and Xxxxxxxxx'x Investment
Conferences. These gatherings are typically held in such
popular travel destinations as Orlando, Las Vegas, San
Francisco, and New Orleans.
Road Shows: CIR will conduct a series of broker meetings around the
country.
Confidential Fax Alert: This newsletter is transmitted to over 3,000 brokers and
gives them timely information concerning a vast array of
subjects. Many of these brokers have been pre-qualified
as to their interest in small-cap companies.
Opportunist Broker Deck: This card deck goes to 50,000 U.S. brokers that
specialize in small cap stocks.
Revised June 8, 1995
