EXHIBIT 10.21
June 29, 2004
Xxx Xxxxxx
Nord Resources Corporation
RE: CONSULTING AGREEMENT
This will confirm the arrangements, terms and conditions pursuant to which
Investor Growth, Inc. ("Consultants"), has been retained to serve as management
consultants and advisors to Nord Resources Corporation, ("the Company"), for a
period of one year commencing on July 1,2004, providing the Agreement is not
canceled by either party after the initial period of the first year. The
undersigned xxxxxx agrees to the following terms and conditions:
1. Duties of Consultant:
During the term of this agreement, consultants shall provide the company with
such regular and customary consulting advice as is reasonably requested by the
company, provided that consultants shall not be required to undertake duties not
reasonably within the scope of the financial and consulting advisory services
contemplated by this agreement.
It is understood and acknowledged by the parties that the value of the
consultants' advice is not readily quantifiable, and that consultants shall be
obligated to render advice upon request of the company, in good faith, but shall
not be obligated to spend any specific amount of time in so doing. Consultants'
duties may include, but will not necessarily be limited to, providing
recommendations concerning the following business and financial related matters:
1) Process Standardization utilizing the Six Sigma Management Methodology (as
needed) including:
a) Performance Measurement
b) Knowledge Management
c) Corporate Strategy
d) Idea Generation
2) Providing assistance with regard to internal operations, including:
a) The formation of corporate goals and their implementation;
b) The company's financial structure and its divisions or subsidiaries
c) Securing, when and if necessary and possible, additional financing
through banks and/or insurance companies; and
d) Corporate organization and personnel; and
3) Providing general assistance with regard to any of the following corporate
finance matters:
a) Changes in the capitalization of the company
b) Changes in the company s corporate structure
c) Redistribution of shareholdings of the company's stock
d) Offerings of securities in public transactions
i) Sales of securities in private transactions
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ii) Alternative uses of corporate assets
iii) Structure and use of debt; and
iv) Sales of stock by insiders pursuant to Rule 144 or otherwise.
e) Providing overall management and direction for the company's investor
relations and public relations campaigns.
i) Review all press releases within 24 hours prior to its release
ii) Create, through a 3rd party, a research report which can be
disseminated to all investors giving basic facts about the company
including biographies of Directors
iii) Work to create market awareness in the company through:
(1) Contacting current shareholders
(2) Contacting potential shareholders
iv) Through "best-efforts" consultant will work to achieve $40,000 to
$50,000 of new buying in NRDS per week, by week six and maintain or
increase this level thereafter
v) Consultant agrees to not perform any "fax blasts" or "email blasts"
on company's behalf unless directed to do so by the company
vi) Provide bid support up to $2,500 at any given time, as consultant
sees fit to achieve the following:
(1) Narrowing the current spread
(2) Make the stock more appealing to investors
(3) Identify potential investors for private placement offerings
and forward them on to the company
(4) The maximum trading loss the consultant is willing to incur
is $20,000 on a cumulative basis
f) From Company Consultants needs:
i) A copy of press releases within 24 hours prior to release for
review and comment
ii) A general overview of all upcoming press releases
iii) Time from any necessary employees available for interviews to
complete a research report and/or interviews to be placed on the
internet
iv) A current copy of the NOBO list
v) An "Investor Relations" link added to Company's current website,
which will direct questions to consultant
vi) Openness to weekly dialogue to discuss events or press releases
g) Assist with general fundraising either by participating in the company's
private placement or by finding potential investors to participate
In addition to the foregoing consultants agree to furnish assistance to the
company in connection with (i) the acquisition and/or merger of or with other
companies, divestiture or any other similar transaction, or the sale of the
company itself (or any significant percentage, assets, subsidiaries or
affiliates thereof), and (ii) financings, including private financing and
financing from financial institutions (including but not limited to lines of
credit, performance bonds, letters of credit, loans or other financings.
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2. Term of the Agreement:
The effective date of this Agreement is July 1, 2004. The term of this Agreement
extends through July 1, 2005.
3. Available Time:
Consultants shall make available such time as they see fit in their sole
discretion. Xxxxx deem appropriate for the performance of their obligations
under this Agreement and may in certain circumstances be entitled to additional
compensation in connection therewith.
4. Compensation:
As compensation for Consultants services hereunder, the Company shall pay to
Consultants compensation for business consulting services as follows:
(a) 200,000 shares of restricted stock of NRDS. with piggy back
registration rights on the first registration (indicated to be within 6
months):
(b) 100,000 options or warrants with a strike price of $1.00, 1 year term
(c) 100,000 options or warrants with a strike price of $.75, 1 year term
(d) 100,000 options or warrants with a strike price of $.50, I year term
(based on the prorated raising $250,000). i.e. $100,000 raised equals 40%
or 40,000 options/warrants
(e) Consultant wishes to participate in the Company's private placement,
terms will be discussed at the time of funding.
5. Expenses:
The Company agrees to reimburse the Consultants for reasonable out-of-pocket
expenses related to performing services on behalf of the Company. Such expenses
typically might include, but are not limited to, phone calls, postage, shipping,
messengers, travel, meals and lodging expenses. All travel will be pre-approved
by the Company.
6. Health Care:
The Company will not provide health coverage at its costs to the Consultants.
7. Communications:
Company agrees to keep an office space available in-house for use by
Consultants.
8. Relationship:
14. Prior Agreements
There are no prior agreements.
15. Governing Law:
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This Agreement shall be deemed to be a contract made under the laws of the State
of California and for all purposes shall be construed in accordance with the
laws of said State.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President and CEO, Investor Growth,
Inc.
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
Chairman and CEO, Nord Resources
Corporation
