-------------------------
CONTINENTAL
CAPITAL
& EQUITY
CORPORATION
------------------------
000 Xxxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
PHONE
(000) 000-0000
FAX
(000) 000-0000
CLIENT SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 8th day of April, 1998
between CONTINENTAL CAPITAL & EQUITY CORPORATION, located at 000 Xxxxxx
Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, XX 00000, hereinafter sometimes referred to
as (CCEC) and UNITED INFORMATION SYSTEMS, INC., located at 0000 X.X. 000
Xxxxx, Xxxx 0, Xxxxx, Xxxxxxx 00000, hereinafter sometimes referred to as (the
"Company").
WITNESSETH:
WHEREAS, CCEC is a public relations and direct marketing advertising firm
specializing in the dissemination of information about publicly traded
companies, and
WHEREAS, the Company is publicly held with its common stock trading on one or
more stock exchanges and/or over the counter or on NASDAQ, and
WHEREAS, the Company desires to publicize itself with the intention of making
its name and business better known to its shareholders, investors, and
brokerage houses, and
WHEREAS, CCEC is willing to accept the Company as a client.
NOW THEREFORE, in consideration of the mutual covenants herein contained, it
is agreed:
1. ENGAGEMENT: The Company hereby engages CCEC to publicize the Company to
brokers, prospective investors and shareholders described in Section 2 of this
agreement, and subject to the further provisions of this Agreement. CCEC
hereby accepts the Company as a client and agrees to publicize it as described
in Section 2 of this agreement, but subject to the further provisions of this
Agreement.
2. MARKETING PROGRAM: Consists of the following components:
(A) CCEC will review and analyze all aspects of the Company's goals
and make recommendations on feasibility and achievement of desired
goals.
(B) CCEC will review all of the general information and recent
filings from the company and produce and mail a 50,000 piece direct
mail package to include an 11" x 17" self mailer and an ample number
of corporate profiles so as to allow for one profile for each
respondent to the original mailing. Profiles will be prepared in
brokerage style format, both items to be approved by the Company
prior to circulation.
(C) CCEC will provide through their Broker Relations Department,
firms and brokers interested in participating and schedule and
conduct the necessary due diligence and obtain the required approvals
for those firms to participate. CCEC will also interview and make
determinations on any firms or brokers referred by the Company with
regard to their participation. CCEC will also place fast fact sheet
and other associated information on CCEC's web site,
xxx.xxxxxxxxxx.xxx for use by the brokerage industry.
PAGE 1 OF 5
(D) CCEC will create a due diligence package for dissemination to the
investment community, including those brokerage firms, analysis and
fund managers within CCEC's network. All information disseminated by
CCEC on behalf of the Company will be approved in writing by the
Company prior to its dissemination.
(E) CCEC will use its fax broadcast network, composed of brokers,
analysts, fund managers and accredited investors, to deliver news and
pertinent information about the Company.
(F) CCEC will provide Internet exposure for the Company on CCEC's
website, xxx.xxxxxxxxxxxxxxxx.xxx, and handle all associated e-mail
requests and responses.
(G) CCEC will handle investor call-ins which are referred to by the
Company or directed to CCEC by the financial media.
(H) CCEC will coordinate tele-conference(s) with the brokerage
community.
(I) CCEC will arrange due diligence meetings with various
broker-dealers and, if requested, attend said meeting at the
Company's expense.
(J) CCEC will use its best efforts to distribute information to the
financial media.
(K) CCEC will assist in the release and distribution of all Company
press releases.
(L) CCEC will facilitate the Company's invitation to attend various
financial conferences at the Company's expense.
(M) CCEC will publicize the Company in CCEC's quarterly newsletter
which features multiple client companies.
(N) CCEC will endeavor to obtain the Company formal analyst
sponsorship.
3. TIME OF PERFORMANCE: Services to be performed under this Agreement shall
commence upon execution of this Agreement and shall continue for not less than
12 months.
4. FEES AND EXPENSES: In consideration of the services to be performed by
CCEC, the Company agrees to pay compensation to CCEC as follows:
(A) $250,000 payable in 40,000 free trading shares of the Company's
common stock and due upon execution of this Agreement.
(B) An option to purchase 100,000 shares of common stock valued as
follows:
1) 50,000 shares valued at $9.00.
2) 50,000 shares valued at $12.00.
PAGE 2 OF 5
CCEC's right to purchase shares of the Company's Common Stock
pursuant to this option will expire one (1) year to the day that the
Registration Statement registering the underlying shares is deemed
effective.
CCEC may exercise its right to purchase shares of the Company's
common stock pursuant to this option in whole or in part, in minimum
increments of 10,000 shares.
It is understood that the shares of Common Stock underlying this
option will initially be unregistered. However, the Company agrees to
register these shares at such time as other shares are registered on
any appropriate Registration Statement.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The Company represents and
warrants to CCEC, each such representation and warranty being deemed to be
material that:
(A) The Company will cooperate fully and timely with CCEC to
enable CCEC to perform its obligations under this Agreement.
(B) The execution and performance of this Agreement by the
Company has been duly authorized by the Board of Directors of
the Company in accordance with applicable law, and, to the
extent required, by the requisite number of shareholders of the
Company;
(C) The performance by the Company of this Agreement will not
violate any applicable court decree, law or regulation, nor will
it violate any provisions of the organizational documents of the
Company or any contractual obligation by which the Company may
be bound.
(D) The Company will promptly deliver to CCEC a complete due
diligence package to include latest 10K, latest 10Q, last 6
months of press releases and all other relevant materials,
including but not limited to corporate reports, brochures, etc.
(E) The Company will promptly deliver to CCEC a list of names
and addresses of all shareholders of the Company which it is
aware.
(F) The Company will promptly deliver to CCEC a list of brokers
and market makers of the Company's securities which have been
following the Company.
(G) Because CCEC will rely on such information to be supplied it
by the Company, all such information shall be true, accurate,
complete and not misleading, in all respects.
(H) The Company will act diligently and promptly in reviewing
materials submitted to it by CCEC to enhance timely distribution
of the materials and will inform CCEC of any inaccuracies
contained therein prior to the projected publication date.
6. DISCLAIMER BY CCEC: CCEC WILL BE THE PREPARER OF CERTAIN PROMOTIONAL
MATERIALS. CCEC MAKES NO REPRESENTATION THAT (A) ITS SERVICE WILL RESULT IN
ANY ENHANCEMENT OF THE COMPANY (B) THE PRICE OF THE COMPANY'S PUBLICLY TRADED
SECURITIES WILL INCREASE, (C) ANY PERSON WILL PURCHASE SECURITIES IN THE
COMPANY, OR (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN OR WITH THE
COMPANY.
7. EARLY TERMINATION: If the Company fails to cooperate with CCEC, or fails to
make timely payment of the compensation set forth in section 4 of this
agreement CCEC shall have the right to terminate any further performance under
this Agreement. In such event all compensation shall become immediately due
and payable and/or deliverable, and CCEC shall be entitled to
PAGE 3 OF 5
receive and retain the same as liquidated damages, and not as a penalty, in
lieu of all other remedies, the parties acknowledging and agreeing that it
would be too difficult currently to determine the exact extent of CCEC's
damage, but that the receipt and retention of such compensation is reasonable
present estimate of such damage.
8. LIMITATION OF CCEC LIABILITY: If CCEC fails to perform its services
hereunder, its entire liability to the Company shall not exceed the lessor of
(a) the amount of cash compensation CCEC has received from the Company under
Section 4 of this agreement or (b) the actual damage to the Company as a
result of such non-performance. IN NO EVENT WILL CCEC BE LIABLE FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM AGAINST THE
COMPANY BY ANY PERSON OR ENTITY ARISING FROM OR IN ANY WAY RELATED TO THIS
AGREEMENT, UNLESS SUCH DAMAGES RESULT FROM THE USE, BY CCEC, OF INFORMATION
NOT AUTHORIZED BY THE COMPANY.
9. OWNERSHIP OF MATERIALS: All right, title and interest in and to materials
to be produced by CCEC in connection with the contract and other services to
be rendered under this Agreement shall be and remain the sole and exclusive
property of CCEC, except that if the Company performs fully and timely its
obligations hereunder, it shall be entitled to receive upon written request,
one hundred (100) copies of all such materials.
10. CONFIDENTIALITY: Until such time as the same may become publicly known,
CCEC agrees that any confidential nature will not be revealed or disclosed to
any person or entity, except in the performance of this Agreement, and upon
completion of its services and upon written request of the Company all
materials, original documentation provided by the Company will be returned to
it. CCEC will, however, require Confidentiality Agreements from its own
employees and from contractors CCEC reasonably believes will come in contact
with confidential material.
11. NOTICES: All notices hereunder shall be in writing and addressed to the
party at the address herein set forth, or at such other address as to which
notice pursuant to this section may be given, and shall be given by personal
delivery, by certified mail, express mail or by national overnight courier
services. 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.
Notices shall be addressed to CCEC at
Suite 200
000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
and to the Company at:
0000 X.X. 000 Xxxxx
Xxxx 0
Xxxxx, XX 00000
Any notices to be given hereunder will be effective if executed by and sent by
the attorneys for the parties giving such notice, and in connection therewith
the parties and 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.
PAGE 4 OF 5
12. SEPARABILITY: If one or more of the provisions of this Agreement shall be
held invalid, illegal, or unenforceable in any respect, such provision, to the
extent invalid, illegal, or unenforceable, and provided that such provision is
not essential to the transaction provided for by this Agreement, shall not
affect any other provision hereof, and the Agreement shall be construed as if
such provision had never been contained herein.
13. ARBITRATION: Any controversy or claim arising out of or relating to the
Agent Agreement, or the breach thereof, shall be settled by arbitration in
accordance with the commercial arbitration rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
14. MISCELLANEOUS:
(A) EFFECTIVE DATE OF REPRESENTATIONS: shall be no later than the
date CCEC is prepared to distribute letters and/or brochures pursuant
to the contract.
(B) GOVERNING LAW: This Agreement shall be governed by and
interpreted under the laws of the State of Florida where CCEC has
been organized and this Agreement has been accepted by CCEC.
(C) CURRENCY: In all instances, references to dollars shall be deemed
to be United States Dollars.
(D) MULTIPLE COUNTERPARTS: This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
Executed as a sealed instrument as of the last day and year shown hereunder.
CONFIRMED AND AGREED ON THE ___ DAY OF __________, 1998.
CONTINENTAL CAPITAL & EQUITY CORPORATION
By:
------------------------------- -------------------------------
CCEC Representative CCEC Officer
------------------------------- -------------------------------
Witness Witness
CONFIRMED AND AGREED ON THE ___ DAY OF __________, 1998.
UNITED INFORMATION SYSTEMS, INC.
By:
------------------------------- -------------------------------
Duly Authorized Witness
PAGE 5 OF 5
ADDENDUM TO
CLIENT SERVICE AGREEMENT
April 23, 1998
Xx. Xxxxxxx Xxxxxx
Chief Financial Officer
UNITED INFORMATION SYSTEMS, INC.
0000 X.X. 000 Xxxxx
Xxxx 0
Xxxxx, Xxxxxxx 00000
Dear Xxxxxxx:
Let it be understood that the Client Service Agreement, dated April 8, 1998
and executed on April 22, 1998, between Continental Capital & Equity
Corporation (CCEC) and United Information Systems, Inc. (the Company) is
formally amended as follows:
Section 4, Fees and Expenses, is superseded in its entirety with the
following:
4. In consideration of the services to be performed by CCEC, the Company
agrees to pay compensation to CCEC as follows:
(A) 40,000 restricted Common Shares of the Company; plus
(B) An option to purchase 100,000 shares of common stock
valued as follows:
1) 50,000 shares valued at $9.00.
2) 50,000 shares valued at $12.00.
CCEC's right to purchase shares of the Company's Common Stock
pursuant to this option will expire one (1) year to the day that the
Registration Statement registering the underlying shares is deemed
effective.
CCEC may exercise its right to purchase shares of the Company common
stock pursuant to this option in whole or in part, in minimum
increments of 10,000 shares.
(C) The Company agrees to use its best efforts to register such
Common Shares as referenced in (A) and (B) above for resale by CCEC
pursuant to an SEC Registration Statement on its Form S-1, or such
other applicable form as may be appropriate, as currently scheduled
for filing within the two weeks with the U.S. Securities & Exchange
Commission.
If this is also your understanding, please so indicate in the space provided
below.
Sincerely,
CONTINENTAL CAPITAL & EQUITY CORPORATION
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Vice President
ACCEPTED AND AGREED TO ON THIS 24 DAY OF APRIL, 1998:
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, CFO, United Information Systems, Inc.
cc: Xxxx Xxxxxx, Preferred Securities Group
