EXHIBIT 99.1
SHAREHOLDER/BROKER RELATIONS AGREEMENT
THIS AGREEMENT is made this 28th day of May, 1997
between Brokers Resource Group, hereinafter referred to as "BRG"
and FOOD COURT ENTERTAINMENT NETWORK, INC., hereinafter referred
to as "CLIENT."
RECITALS:
1. The CLIENT wishes to retain BRG to provide
Shareholder/Broker Relations Services to the CLIENT.
2. BRG is willing to provide such Shareholder/Broker
Relations Service as are more fully described herein.
NOW, THEREFORE, in consideration of the mutual promises
contained herein, it is agreed as follows:
1. Furnishing of information by CLIENT: The CLIENT
shall furnish to BRG information about the CLIENT such as copies
of disclosure and filing materials, financial statements,
business plans, promotional information and background of the
CLIENT'S officers and directors ("Information Package"). The
CLIENT shall update the Information Package on a continuous
basis. The CLIENT understands the sole purpose for providing BRG
with the Information Package is for utilization in a
Shareholder/Broker Relations Program. BRG is not obligated to
assess the financial viability of the CLIENT. BRG may rely on,
and assume the accuracy of the Information Package. Services
provided by BRG via this contract do not include financing
activities.
2. Representations and Warranties of CLIENT: The
CLIENT represents that all information included in the
Information Package furnished to BRG shall disclose all material
facts and shall not omit facts necessary to make statements made
on behalf of the CLIENT not misleading.
3. Covenants of the CLIENT: The CLIENT covenants and
warrants that any information submitted for dissemination will be
truthful, accurate, in compliance with all copyright laws and all
other applicable laws and regulations and will not be submitted
in connection with any improper or illegal act or deed.
4. Commencement: For the purposes of this contract
Phase I services will commence immediately AFTER signing of
contract and transfer of shares described in (5) Compensation.
Phase I services consist of appropriate company, industry and
market due diligence, gathering and production of all pertinent
material necessary to meet full disclosure requirements and
preparation of strategic promotions plan. Phase II services,
described fully in Exhibit "A," shall commence sixty (60) days
from contract signature.
5. Compensation: In consideration of the services
described herein and on the attached Exhibit "A" and paid for by
BRG, the CLIENT agrees to reimburse all pre-approved travel
related expenses and to pay:
(a) 100,000 Food Court Entertainment Network,
Inc. Class A Common Shares (FCENA) made payable to ▇▇▇▇▇ ▇.
▇▇▇▇▇. A maximum of 20,000 shares per month may be
liquidated to the public market during a period to commence
no earlier than September 1, 1997. (NOTE: Shares
registered under S-8 may only be issued to individuals, not
corporations).
(b) Options to be determined on or before forty-
five (45) days from date of contract signature.
6. Term: The term of this agreement shall be for a
period of eight (8) months from date of contract signature.
7. Miscellaneous: CLIENT agrees to provide the
following other items:
(a) All DTC and Transfer sheet information on a
timely basis - DTC weekly and Transfer Sheets monthly.
(b) Blue Sky information
(c) Ongoing supply of media kits complete with
all 10-Q's and 10-K's, Press Releases, Research Reports, as
well as any applicable printed material required by BRG to
help implement said Shareholder/Broker Relations Services.
(d) Current shareholders list.
8. Assumption of Liability: The CLIENT assumes and
claims all responsibility and liability for the content of any
and all WRITTEN information prepared by BRG and disseminated on
behalf of the CLIENT that the CLIENT approves prior to
dissemination.
9. Assignment and Delegation: Neither party may
assign any rights or delegate any duties hereunder without the
other party's express prior written consent.
10. Entire Agreement: This writing contains the
entire agreement of the parties. No representations were made or
relied upon by either party, other than those expressly set
forth. Furthermore, the CLIENT understands that BRG makes no
guarantees, assurances or representations in regard to the
results of its Shareholder/Broker Relations Program. No agent,
employee or other representative of either party is empowered to
alter any of the above terms, unless done in writing and signed
by an executive officer of the respective parties.
11. Controlling Law and Venue: This Agreement's
validity, interpretation and performance shall be controlled by
and construed under the laws of the State of Florida. The proper
venue and jurisdiction shall be the Circuit Court in Hillsborough
County, Florida.
12. Prevailing Party: In the event of the institution
of any legal proceedings or litigation, at the trial level or
appellate level, with regard to this Agreement, the prevailing
party shall be entitled to receive from the non-prevailing party
all costs, reasonable attorney's fees and expenses.
13. Failure to Object Not a Waiver: The failure of
either party to this Agreement to object to, or to take action
with respect to any conduct of the other which is in violation of
the terms of this Agreement shall not be construed as a waiver of
the violation as breach, or of any future violation, breach or
wrongful conduct.
14. Notices: All notices or other documents under
this Agreement shall be in writing and delivered personally or
mailed by certified mail, postage prepaid, addressed to the
representative or Company as follows:
COMPANY: BROKERS RESOURCE GROUP
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
CLIENT: FOOD COURT ENTERTAINMENT NETWORK, INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
15. Headings: Headings in this Agreement are for
convenience only and shall not be used to interpret or construe
its provisions.
16. Time: For all intents and purposes, time is of
the essence with this Agreement.
IN WITNESS WHEREOF, this Agreement is executed as of
the date first above written.
BROKERS RESOURCE GROUP
By/s/ ▇▇▇▇▇ ▇▇▇▇▇ May 28, 1997
▇▇▇▇▇ ▇▇▇▇▇/President Date
FOOD COURT ENTERTAINMENT NETWORK, INC.
By/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ May 28, 1997
▇▇▇ ▇▇▇▇▇▇▇/President Date
EXHIBIT "A"
This Phase II Shareholder/Broker Relations Services to be
provided by BRG for a Six-Month period are as follows:
I. RETAIL MARKET MAKING RECRUITMENT:
BRG will commence immediately contacting and recruiting
new Retail Market Makers to trade in the market of CLIENT.
II. RETAIL BROKER RECRUITMENT:
BRG will commence immediately contacting and recruiting
new Retail Brokers to trade in the market of CLIENT.
III. SMALL CAP MUTUAL FUND RECRUITMENT:
BRG will commence immediately contacting its network of
Small Cap Fund Managers to introduce them to CLIENT.
IV. NEWSLETTER WRITER CONTACT:
BRG will launch an "awareness campaign" with their
network of newsletter writers. This will involve tele-
conferences, mailings and constant updates as to the activity of
the CLIENT.
V. CURRENT SHAREHOLDER MAILING AND UPDATE:
BRG will mail a letter to all current shareholders
providing updated information and requesting referrals. BRG will
also work closely with current broker base to educate and
increase active referral recruitment.
VI. COLLATERAL INFORMATION PREPARATION:
BRG will immediately design and create the following
for use in the Shareholder/Broker Relations awareness campaign.
A. BULLET SHEET - This one page document highlights
the strengths of CLIENT. It includes a summarization of CLIENT'S
past, present and current business strategies, as well as all
current financial information.
B. BROKER BROADCAST FAX - BRG will design a "FAX
Mail" piece for CLIENT. Said piece will be broadcast to BRG's
proprietary broker list.
C. MEDIA KIT - BRG will update and revise any
materials which need to be added to CLIENT'S current Investor
Package for use in media, investor and/or broker promotion.
VII. SHAREHOLDER/BROKER DATABASE CREATION AND MANAGEMENT:
All potential investors created from Investor Relations
efforts will be followed up with Brokers to determine results.
All leads will continue to be worked for future promotions for
CLIENT. An ongoing Public Relations and Investor Education
program will be developed to generate future Investor
participation.
VIII. OTHER SERVICES PROVIDED (To be paid for
separately):
(a) Broker/Fund Manager road-show presentations.
BRG will produce and implement "hands-on"
presentations to selected brokerage houses and fund
managers.
(b) New shareholder lead generation.
BRG will implement a new shareholder lead
generation program designed to increase retail investor
participation.
