REFERENCE 10.8
COMPASS POINT GROUP INC - CONSULTING AGREEMENT INVESTOR RELATIONS
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The Compass Point Group
Incorporated
THIS AGREEMENT ASSUMES AN AVERAGE CLOSING PRICE OF $3.83 OVER 5 TRADING DAYS
UPON LISTING ON THE OTC-BB. IF STOCK OPENS AT A LOWER PRICE UPON LISTING, CLIENT
AGREES TO ADJUST FEES AND PRICE POINTS ACCORDINGLY COMMENSURATE WITH DECREASE IN
STOCK PRICE. CLIENT INITIALS_/s/ RM_______
AGREEMENT FOR INVESTOR RELATIONS SERVICES
This INVESTOR RELATION SERVICES
Agreement (this"Agreement") is made effective as of April 14, 1999, by and
between , ET. AL, and XXXXXXX XXXXXXX & XXXXXXXX, INC. In this Agreement, the
party who is contracting to receive the services shall be referred to as "NOVX",
and the party who will be providing the services shall be referred to as "CPG".
1. DESCRIPTION OF SERVICES. Beginning on April 14, 1999, CPG will provide
the following services (collectively, the "Services"):
A) Full Production [Concept, Research, Writing, In-House Printing] of "Nova
Pharmaceutical Inc SHAREHOLDER COMMUNICATIONS" PRODUCED BI-MONTHLY (EVERY
OTHER MONTH). This Investor Relations, hereinafter referred to as "IR"
piece includes Relevant Milestone Update, Investor-Watch, Stock
Performance Analysis for the period, Contract News, Earnings/Revenue
Growth Updates, Financing News.
B) CPG Portfolio Page Web Site Addition
C) Distribution to Market Makers, Financial Media, Internet Stock
pages/threads
D) Live Monthly Radio Interview
E) **Live Monthly "Live-Chat" Interviews
G) Press Release creation as is appropriate and in concert with company's
milestones and newsworthy events.
H) General financial public relations support ~ [Road Shows, Media direct
interview fees not included]
**$1,800 (PRODUCTION AND INTERNET/BROADCAST FEES INCLUDED)
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PAYMENT FOR "IR" PRODUCTION SERVICES. NOVX will pay 37,000
Free-Trading [504, et. Al] NOVX shares annually as compensation
annually for production/news distribution expenses and services. The
fees shall be payable as follows:
A) DEPOSIT DUE UPON EXECUTION OF AGREEMENT =18,500
Free-Trading [504, et.
Al] NOVX shares
B) BALANCE DUE MONTHLY COMMENCING MAY 1, 1999 =1680
Free-Trading [504,et.
Al] NOVX shares
*NOTE-MONTHLY FEES RECEIVED AFTER THE FIRST MAILING DAY AFTER THE 5TH DAY PAST
THE DUE DATE SHALL BE SUBJECT TO A FEE OF 10%.
3. PERFORMANCE PAYMENT FOR INVESTOR RELATIONS SERVICES. NOVX agrees to the
following compensation schedule for successful movement of NOVX STOCK:
A)***75,000 SHARES GRANTED FOR STOCK INCREASE TO $4.25-$4.75 (STOCK MUST
HAVE AN AVERAGE CLOSING AT OR ABOVE $4.25 FOR NO LESS THAN 5 MARKET DAYS
WITH A MINIMUM VOLUME OF 10,000 SHARES.)
B)***75,000 SHARES GRANTED FOR STOCK INCREASE TO $4.75 (STOCK MUST HAVE AN
AVERAGE CLOSING AT OR ABOVE $4.75 FOR NO LESS THAN 5 MARKET DAYS WITH A
MINIMUM VOLUME OF 10,000 SHARES)
C)***125,000 SHARES GRANTED FOR STOCK INCREASE TO $5.25-5.74 (STOCK MUST
HAVE AN AVERAGE CLOSING AT OR ABOVE $5.25 FOR NO LESS THAN 5 MARKET DAYS
WITH A MINIMUM VOLUME OF 10,000 SHARES)
D)***125,000 SHARES GRANTED FOR STOCK INCREASE TO $5.75+ (STOCK MUST HAVE
AN AVERAGE CLOSING AT OR ABOVE $5.75 FOR NO LESS THAN 5 MARKET DAYS WITH A
MINIMUM VLUME OF 10,000 SHARES)
***NOTE-NOVX AGREES TO PLACE SHARES INTO ESCROW OF NOVX'S CHOICE WITHIN 24
HOURS OF INCREMENTAL INCREASE TO BE RELEASED TO CPG UPON COMPLETION OF TIME
FRAME DESCRIBED IN A,B,AND C ABOVE.
4. TERM/TERMINATION. This Agreement shall terminate automatically on April 13,
2000. If all `Performance Shares' described in Section `3' are granted prior
to the expiration of this contract, NOVX agrees to remunerate CPG for
additional stock price increases pursuant to a similar negotiated schedule to
Section `3' agreed to above.
5. CONFIDENTIALITY. CPG will not at any time or in any manner, either directly
or indirectly, use for the personal benefit of CPG, or divulge, disclose or
communicate in any manner any information that is proprietary to NOVX without
NOVX express written consent. CPG will protect such information and treat it
as strictly confidential. This provision shall continue to be effective after
the termination of this Agreement.
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6. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties, and there are no other promises or conditions in any other agreement
whether oral or written.
7. SEVERABILITY. If any provision of this Agreement shall be held to be 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 invalid or unenforceable, but 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.
8. CHOICE OF LAW. This Agreement shall be governed by, and shall be construed in
accordance with the laws of the State of California.
9. REGISTRATION OF SHARES. CPG shall have `piggy-back' registration rights for
all shares issued in accordance with this agreement NOVX also agrees to
include within that registration statement any future `performance' shares
set forth in section 3A), 3B), and 3C) of this agreement. Appropriate
registration shall be delivered to CPG within 3 business days of filing.
10.ARBITRATION. Any controversy or claim arising out of or relating to this
Agreement, or breach thereof, shall be settled by arbitration administered by
the American Arbitration Association in accordance with it applicable rules,
and judgement upon an award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.
11.COUNTERPARTS. This agreement may be executed in any number of counterparts
by the original or facsimile signature of the respective duly authorized
officers of THE COMPASS POINT GROUP, Inc. and each of which counterparts,
when executed and delivered, shall be an original but such counterparts
together shall constitute one and the same instrument.
Party Contracting Services: Service Provider:
THE COMPASS POINT GOUP, INC.
/s/ Xxxxx Xxxx
/s/ Xxxxxx Xxxxxxxx
By:_________________________
By:___________________________
Xxxxx Xxxx Managing Director
President
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