CLIENT SERVICE AGREEMENT
This Agreement is made and entered into this 14 day of November, 1997
between Xxxxxxx Xxxxxx, residing at 000 Xx. Xxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx
00000 ("Xxxxxx"), Xxxxxx Xxxxx, residing at 000 Xxxxxxx Xxxx Xxxx, Xxxxx, Xxx
Xxxxxx 00000 ("Xxxxx") and The Great American BackRub Store, Inc., with offices
at 0000 000xx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000 ("GAB"). Xxxxxx
and Xxxxx are collectively referred to herein as "Consultants".
W I T N E S S E T H
Whereas, Consultants each disseminate information about publicly traded
companies, and
Whereas, GAB is publicly held with its common stock trading on the OTC
Bulletin Board, and
Whereas, GAB desires to publicize itself with the intention of making
its name and business better known throughout the brokerage community and among
investors,
NOW THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed:
1. ENGAGEMENT: GAB hereby engages Consultants to publicize GAB to
brokers, prospective investors and shareholders.
2. MARKETING PROGRAM: Consists of the following components:
(A) Consultants will review and analyze all aspect of GAB's goals and
make recommendations on feasibility and achievement of desired goals.
(B) Consultants will provide through their network contact with firms
and brokers interested in GAB and schedule and conduct the necessary due
diligence and obtain the required approvals necessary for those firms to
participate in the market for GAB stock.
(C) Consultants will schedule broker dealer conferences at GAB's
request. These conferences, the expenses for which GAB shall alone be
responsible, are intended to tell GAB's story to the investment community and
expose GAB to as many brokers, dealers, and potential market makers as possible.
Consultants will prepare all necessary documents, handouts, or other such
printed matter as may be required to properly conduct such meetings. GAB agrees
to produce and make available to Consultants copies of an audio, video, or slide
presentation suitable for investment professionals.
(D) Consultants will use their reasonable best efforts to obtain for
GAB significant exposure on national financial radio programming, in independent
financial newsletters and through on-line facsimile internet and other broadcast
media services.
(E) At GAB's request, Consultants will undertake special projects
related to promoting GAB's business planning and will assist in the preparation
of business plans and financial models and projections during the one year
period following the date of this Agreement.
3. TIME OF PERFORMANCE: Services to be performed under this Agreement
shall commence upon execution of this Agreement and shall continue until
completion, which is expected to occur within twelve (12) months.
4. COMPENSATION AND EXPENSES: In consideration of the services to be
performed by Consultants, GAB agrees to pay compensation to Consultants an
amount equal to an aggregate of 500,000 shares of GAB's common stock which shall
be issued pursuant to an S-8 registration statement as follows:
Xxxxxxx Xxxxxx 250,000 shares
Xxxxxx Xxxxx 250,000 shares
Consultants shall pay and be responsible for all expenses they incur except for
expenses specifically approved by GAB in writing related to broker or investment
conferences and meetings, printing of business plans and financial models,
slide, video, audio production costs, or expenses related to special projects.
5. REPRESENTATIONS AND WARRANTIES OF GAB: GAB represents and warrants
to Consultants, each representation and warranty being deemed to be material,
that:
(A) GAB will cooperate fully and timely with Consultants to enable
Consultants to perform their obligations under this Agreement.
(B) The execution and performance of this Agreement by GAB has been
duly authorized by the Board of Directors of GAB in accordance with applicable
law.
(C) The performance of GAB under this Agreement will not violate any
applicable court decree, nor will it violate any provisions of the
organizational documents of GAB or any contractual obligations by which GAB may
be bound.
6. CONFIDENTIALITY: Until such time as the same may become publicly
known, Consultants agree that any and all information transmitted to it from GAB
are to be considered confidential and Consultants agree to hold all information
confidential and not to disclose such information to any person, company or
entity without the prior written approval of GAB, except as may be reasonably
required in the performance of Consultant's obligations as described herein.
Upon completion of its duties as described herein, Consultant's agrees to return
all materials furnished to it by GAB to GAB.
7. NOTICES: All notices hereunder shall be in writing and addressed to
the party at the address set forth above, or at such other addresses to which
notice pursuant to this section may be given and shall be delivered by personal
delivery, certified mail, express mail , or by national overnight courier
service. Notices will 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 will be effective if executed and sent by the
attorneys for the parties giving such notice, and in connection therewith the
parties and under 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.
CONFIRMED AND AGREED ON THE _______ DAY OF NOVEMBER, 1997.
THE GREAT AMERICAN BACKRUB STORE, INC.
By: /s/ Xxxxx Xxxx
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Xxxxx Xxxx, President
CONFIRMED AND AGREED ON THE _______ DAY OF NOVEMBER, 1997.
CONSULTANTS:
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
