EXHIBIT 10.25
July 27, 1999
Xx. Xxxx Xxxxxx, President
Sportsprize Entertainment Incorporated
00 Xxxxx Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxx Xxxxx, XX
Dear Xx. Xxxxxx,
This letter agreement is between Sportsprize Entertainment Inc. (the "Company")
and FOCUS Partners LLC ("FOCUS Partners") and, in that regard, the parties agree
as follows:
1. This letter agreement will commence on August 1, 1999, and expire on, July
31, 2000. However, the Company may terminate this letter agreement in
writing at any time, provided that any such termination is after the first
three (3) months of the term and that sixty (60) days' prior written notice
is provided in writing to FOCUS Partners.
2. The Company will pay FOCUS Partners a fee of $6,000 per month (the "Fee")
and 25,000 restricted options for implementation of its Investor Relations
("IR") Program. In addition, the Company shall be responsible for all
reasonable and necessary disbursements made by FOCUS Partners on its
behalf.
3. FOCUS Partners' invoices are sent at the beginning of each month, for the
following month's fee, with payment to be remitted within 25 days of
receipt. FOCUS Partners requires a two-month retainer to commence work for
the Company. This amount will cover the first and second month.
4. FOCUS Partners, in consideration of the Fee, will perform the following
services for the Company; however, such services will be subject to the
Company's written or oral approval:
A. Arrange an initial visit between the FOCUS Partners' team and
Management to discuss the Company, FOCUS Partners' IR Program,
investor relation goals and objectives, and themes to be stressed in
the implementation of the program.
B. Prepare a Corporate Fact Sheet, a document that encapsulates the
Company's information and its most recent financial results. The
Corporate Fact Sheet will
be sent to targeted investment professionals and will be followed up
with phone calls as an initial screening tool to determine the
recipients' interest in meeting with the Company. All responses will
be entered into FOCUS Partners' database (the "Hit List") in order
that Company information can be furnished to them in the future.
C. We recommend that the Fact Sheet be sent to current shareholders, a
proprietary list of approximately 3,000 retail investors and a
targeted institutional investor list.
D. Compile an "IR Kit", including the Corporate Fact Sheet, case studies,
media backgrounders, press releases, press clippings, existing annual
report and/or brochure, recent SEC documents and other materials
regarding the Company.
E. Upon completion of the foregoing, review and critique Management's
intended presentations to the financial and media community.
F. Arrange periodic meetings with interested buy-side and sell-side
analysts, retail brokers, fund managers and investment advisors,
including telephone follow-ups.
G. Prepare and disseminate press release materials to the financial
community and media to ensure full and timely disclosure, including
telemarketing releases to investment and media professionals.
H. Prior to press release issuance, the release must be approved by the
Company's authorized investor relations contact to ensure
authorization of release. It is the Company's responsibility to obtain
all necessary clearances and approvals (including legal) prior to
issuance of all releases.
I. Establish lines of communication with Nasdaq market makers, informing
them of recent Company developments.
J. Coordinate conference calls between Management and key investment
professionals after earnings or other releases that require
explanation. Prior to those calls, FOCUS Partners will consult with
Management and prepare an outline covering the subjects to be
discussed and/or questions that might arise. FOCUS Partners recommends
that members of the media be excluded from participating in the
conference call.
K. Administer all telephone and/or written financial inquiries regarding
the Company. FOCUS Partners will supply inquirers with a
Company-approved Due Diligence Kit.
2
L. Review the Company's present web site and make recommendations for its
improvement and/or reconstruction; design the Investor Relations
portion.
M. Build and maintain the Company's Investor Database, which will include
interested brokers, retail shareholders, members of the media and
other interested parties. The Investor Database will receive all press
announcements issued by the Company, articles written about the
Company, and any other items FOCUS Partners and the Company deem
appropriate.
N. Maintain the Company's fax and conference call list. Participants will
be faxed announcements the day they are issued and polled regularly to
join quarterly investment conference calls.
O. Regularly inspect the Company descriptions and coverage to assure
accuracy in Electronic Bulletins, Bloomberg and Dow Xxxxx.
P. Compose or reconfigure an informational slide presentation that
Management can use for road shows and investor meetings. This
presentation can be printed and included in the Company's Due
Diligence Kit.
5. To initiate our activities the Company will provide: Recent SEC filings
Slide Presentation Copy of fax list List of competitors and/or comps Logo
on disk or e-mailed One xxxx of stationary Home/fax & cell phone numbers of
senior management contacts that we will be dealing with
6. FOCUS Partners also helps clients create their annual reports through its
association with several annual report companies. FOCUS Partners
coordinates their layout, design and production work with the development
and drafting of the report's narrative sections by its in-house financial
writer. This service is not included in the Fee and, should the Company
request annual report assistance, FOCUS Partners and the Company will
negotiate a separate fee.
7. Should the Company require additional financing, FOCUS Partners has
relationships with merchant and investment banks, private placement
professionals and other intermediaries which it would make available to the
Company for solicitation of funds.
3
8. In disseminating Company information and/or materials, FOCUS Partners will
rely upon the Company's assurances that such information is complete and
accurate and, prior to dissemination of such information and/or materials,
will submit same to the Company for approval.
9. In performing the activities described in this letter agreement, FOCUS
Partners' and the Company's actions will comply with all SEC and applicable
State laws, rules and regulations.
10. The Company will indemnify and defend FOCUS Partners against all claims,
proceedings, suits or other matters that might be asserted against FOCUS
Partners' activities by reason of this letter agreement and the Company
will pay FOCUS Partners' reasonable attorneys' fees and expenses in
connection with such matters; however, the Company's indemnification of
FOCUS Partners is conditioned upon the following:
A. FOCUS Partners must act within the scope of this letter agreement;
B. FOCUS Partners must act in accordance with the Company instructions;
C. FOCUS Partners is not negligent;
D. FOCUS Partners must submit information and materials to the Company for
approval prior to dissemination.
11. Confidential Information. FOCUS Partners acknowledges that it will gain
knowledge of information of substantial value to the Company regarding the
the Company's business which is not generally known and which gives the
Company an advantage over competitors who do not know, or use, such
information, including, but not limited to, know-how, trade secrets,
techniques, designs, sales and customer information, and business and
financial information relating to the business, products, services,
practices or techniques of the Company's plans for future products or
developments ("Confidential Information").
FOCUSPartners agrees to, at all times, regard and preserve as confidential
such Confidential Information, and to refrain from publishing or disclosing
any part of it by using, copying or duplicating it in any way or by any
means, whatsoever.
FOCUS Partners further agrees that such Confidential Information will not
be disclosed by it to any person or entity without the prior written
consent of the Company. Finally, FOCUS Partners agrees to refrain at all
times from any other act or omission that would reduce the value of the
Confidential Information to the Company.
12. Notices. All notices, requests, demands or other communications required or
authorized or contemplated to be given by this Agreement shall be in
writing and shall be deemed to have been duly given if hand delivered, sent
by
4
commercial overnight courier or sent by certified or registered mail. A
facsimile transmission, when received, shall be considered delivery of
written notice.
13. Expenses. Extraordinary expenses -- i.e., printing, photography, typography
and design -- are charged at net cost plus the standard industry commission
of 17.65%. We may xxxx you in advance for major suppliers; in other events,
we will xxxx you as soon as reasonably practicable after the purchase,
expenditure or disbursement. No major undertakings or commitments will be
made without your prior approval. All invoices are due and payable upon
receipt. The Company will, upon request, receive all copies of all invoices
from vendors. FOCUS Partners will provide documentation in the form of
receipts and back up for all expenses incurred by third-party vendors
utilized on the Company's behalf, when requested. The following is an
explanation of in-house expenses, including photocopying, local telephone,
and monthly expenses incurred by FOCUS Partners on the Company's behalf for
which documentation is not provided in monthly invoices.
Photocopying
Photocopying costs are charged to clients at the rate of $0.20 per sheet.
This rate covers the costs of paper, machinery and photocopier operator
utilized in the production of client informational kits, distribution of
press releases, press articles, etc.
Faxing
Telephone charges only.
Local Telephone
Local telephone and Internet costs are charged to clients on a prorated
weighted basis. The client's weighting of the average is determined by the
client's activity during the billing period. These activities pertain to
investor inquiries, telemarketing press releases, and conference call
marketing and investor meetings.
Bloomberg Business News Service
Prorated among full-service customers - approximate monthly fee $300.
14. This letter agreement will be governed by the laws of the State of New York
applicable to contracts made and to be performed in that State.
15. Entire agreement; no amendment except in writing. The provisions of this
letter agreement set forth the entire binding agreement between the parties
and supersede all prior written and oral communications, discussions, and
negotiations between the parties concerning the proposed transaction. The
terms
5
of this letter agreement may be amended only in writing and when signed by
both parties.
If the foregoing correctly states our understanding, please execute the enclosed
copies of this letter in the spaces provided below and return a duplicate to the
undersigned and the two month payment. We look forward to working with
SportsPrize Entertainment Inc. and to a long and mutually successful
relationship.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxxx
President, FOCUS Partners LLC
Date: August 2, 1999
Agreed to and approved:
SportsPrize Entertainment Inc.
By: /s/ [Illegible]
-----------------------------
Title: President
-------------------------
Date: Aug. 3/99
