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Exhibit 10.2
INVESTOR RELATIONS/CONSULTING AGREEMENT BETWEEN
PEACHTREE FIBEROPTICS, INC.
AND
EQUIS CAPITAL CORP.
This agreement is made and entered into as of this 1st day of December 1999 by
and between Peachtree FiberOptics, Inc. d/b/a xxxxxxxx.xxx with offices at 0000
XXX Xxxxxxxxx, Xxxxx 000 Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 (hereinafter referred
to as the "Company") and EQUIS Capital Corp. with offices at 000 XX 00xx Xxxxxx
Xxxxxxxxx Xxxxx, XX 00000 (hereinafter referred to as "EQUIS"). Further, it is
understood that this Agreement supersedes all preceding written or verbal
Agreements between the parties.
WITNESSETH
WHEREAS, the Company requires financial public relations services and desires to
engage EQUIS to provide such services; and
WHEREAS, EQUIS is agreeable to such engagement on the terms set forth herein;
and
WHEREAS, the parties mutually desire to enter into this Consulting Agreement,
NOW, THEREFORE, in consideration of the mutual promise and covenants contained
herein, the parties have agreed as follows:
1. APPOINTMENT
The Company hereby appoints EQUIS as its financial public relations advisor and
retains and engages EQUIS under the terms and conditions of this Agreement.
2. TERM
The term of this Agreement shall be for a period of six months (the "initial
Term") and shall be renewed for additional six-month terms (the "Renewal
Terms"), upon the mutual written agreement of the Company and EQUIS prior to the
end of the Initial Term or any Renewal Terms.
3. OBLIGATIONS OF EQUIS
EQUIS agrees to do or perform the following services through its principal, Xxxx
Xxxxxx who shall provide a minimum of 20 hours per week of his time:
(a) Coordinate corporate financial public relations efforts.
(b) Seek to make the Company, its management, its products and
prospects, known to broker-dealers, institutional investors,
research analysts, fund managers, investment advisors, and
other members of the financial community as well as the
financial media.
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(c) Arrange and manage company presentations through conference
calls, personal interface and other means of direct
presentations to audiences, which may include stockbrokers,
individual and institutional investors, money managers,
analysts, etc.
(d) EQUIS will provide introduction to its network of individuals,
firms and brokers for the purpose of participating in
scheduled meetings or conference calls with the Company.
(e) EQUIS will be available to the company to field any calls from
and arrange to provide written information to individuals,
firms and brokers inquiring about the Company.
(f) EQUIS will use its best efforts to obtain for the Company
exposure in various financial media, independent financial
newsletters and through on-line fax and Internet/Email
broadcast services.
(g) The direct costs related to any of the services outlined in
this Agreement (if any) will be either directly invoiced to
the Company or billed by EQUIS to the Company at cost. The
Company agrees to promptly reimburse EQUIS for any such costs
it outlays within 10 days of invoice. The Company's CEO must
approve in advance any services that require additional costs.
4. LIMITATIONS ON SERVICES
The parties recognize that certain responsibilities and obligations are imposed
by Federal and State securities laws and by the applicable rules and regulations
of stock exchanges, the National Association of Securities Dealers Inc. and the
compliance rules of brokerage houses and other sources.
Accordingly, EQUIS agrees:
(a) EQUIS shall not release any financial or other material
information or data about the Company without the consent and
approval of the Company.
(b) EQUIS shall not conduct any meetings with financial analysts
without informing the Company in advance of the proposed
meeting and the format or agenda of such meeting.
(c) EQUIS shall not release any information or data about the
Company to any selected or limited person(s), entity or groups
if EQUIS is aware that such information or data has not been
generally released or promulgated.
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5. DUTIES OF THE COMPANY
In recognition of the responsibilities set forth in the preceding paragraph 4,
the Company agrees:
(a) Within five (5) days of the date of execution of this
Agreement, to deliver to EQUIS a complete due diligence
package on the Company including all the Company's filings
with the Securities and Exchange Commission, all press
releases written about the Company and all other relevant
materials with respect to such filings, including but not
limited to corporate reports, brochures and the like, the
Company's business plan, all financial statements, audited
and/or otherwise and/or pro forma, a list of the of all the
Company's shareholders and a list of the brokers and market
makers in the Company's stock.
(b) To supply EQUIS on a regular and timely basis with all
approved data and information about the Company, its
management, its products and its operations. The Company shall
be responsible for advising EQUIS of any facts, which would
affect the accuracy of any prior data and information supplied
to EQUIS. The Company shall supply EQUIS with a list of new
shareholders of the Company's stock on a monthly basis.
(c) To promptly supply EQUIS with full and complete files of all
shareholder reports and communications with all data and
information supplied to any analyst, broker-dealer, market
maker or other member of the financial community and with all
product/services brochures, sales materials, etc.
(d) To promptly notify EQUIS of the filing of any registration
statement for the sale of securities and of any other event
which triggers any restrictions on publicity.
(e) To notify EQUIS if any information or data supplied to EQUIS
has not been generally release or promulgated.
6. REPRESENTATIONS AND IMDEMNIFICATION
(a) The Company shall be deemed to make a continuing
representation of the accuracy and currency of any and all
material facts, material information and data which it
supplies to EQUIS and the Company acknowledges its awareness
that EQUIS will rely on such continuing representation in
disseminating such information and otherwise performing its
public relations functions.
(b) The Company shall immediately give written notice to EQUIS of
any change in the Company's financial condition or in the
nature of its business or operations which had or might have
an adverse material effect on its operations, assets,
properties or prospects of its business. EQUIS, in the absence
of notice in writing from the Company, will rely on the
continuing accuracy of material information and data supplied
by the Company.
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(c) The Company hereby agrees to indemnify and to hold EQUIS
harmless from and against any claims demands, suits, losses
and damages including claims for attorney's fees and court
costs, arising out of EQUIS' reliance upon the accuracy and
continuing accuracy of such facts, materials, information and
data and on the general availability of information supplied
to EQUIS by the Company and EQUIS' ability to promulgate such
information.
(d) EQUIS MAKES NO REPRESENTATION THAT (A) ITS SERVICE WILL RESULT
IN ANY ENHANCEMENT TO THE COMPANY (B) THE PRICE OF THE
COMPANY'S PUBLICLY TRADED SECURITIES WILL INCREASE, OR (C) ANY
PERSON WILL PURCHASE SECURITIES IN THE COMPANY.
7. COMPENSATION
(a) For all general financial public relations services, the
Company shall pay to EQUIS a monthly fee of $3,000.00. (See
section 9a)
(b) In addition to the monthly fee set forth in paragraphs 7(a)
above, the Company shall deliver to EQUIS an option agreement
to purchase 30,000 shares of the Company's common stock.
Beginning one month from the date of this Agreement, these
options shall vest at the rate of 5,000 per month starting
with the options that have the lowest exercise price. Such
options shall have the following exercise prices:
a) First 10,000 at $4 per share
b) Second 10,000 at $5 per share
c) Third 10,000 at $6 per share
These options shall be exercisable for a period of five years
and the underlying shares shall have registration rights
pursuant to Exhibit A. The agreement evidencing the above
options will be delivered to EQUIS within 30 days of the
signing of this Agreement.
(c) For special services not within the scope of this Agreement,
the Company shall pay EQUIS such fees as, and when the parties
determine in advance, the performance of the services and
fees. All special services will be agreed to in written form
and pre-approved by the Company.
8. TERMINATION
This Agreement may be terminated by either party with or without cause upon 10
days written notice.
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9. BILLING AND PAYMENT
(a) It is agreed that the monthly fee above shall be payable upon
the successful funding of at least $2,000,000 of the Company's
private placement. This $3,000 monthly fee shall be payable
retroactive to the date of this Agreement.
(b) The direct costs related to any of the services outlined above
or in this Agreement (if any) will be either directly invoiced
to the Company or billed by EQUIS to the Company at cost. The
Company agrees to promptly pay all third party vendors under
the terms and conditions of their respective invoices and to
indemnify EQUIS against any claim for payment made by any
third party vendor for services rendered on behalf of the
Company. The Company agrees to promptly reimburse EQUIS for
any expenses incurred by EQUIS on behalf of the Company within
10 days of invoice. Expenses are to be approved in advance by
the Company.
10. RELATIONSHIP OF PARTIES
EQUIS is an independent contractor and is responsible for compensation of its
own agents, employees and representatives as well as all applicable withholding
therefrom and taxes thereon. This Agreement does not establish any partnership,
joint venture or other business entity or association between the parties.
11. ATTORNEY'S FEES
Should either party default in the terms or conditions of this Agreement and
suit be filed as a result of such default, the prevailing party shall be
entitled to recover all costs incurred as a result of such default including all
costs and reasonable attorney fees through trial and appeal.
12. ASSIGNMENT
The rights and obligations of the parties under this Agreement shall inure to
the benefit of and shall be binding upon the successors and assigns of the
parties.
13. NOTICES
Any notice required or permitted to be given under this Agreement shall be
sufficient if in writing and if sent by certified mail, return receipt requested
or Federal Express to the principal officer of the party being notified.
14. SEPERABILITY
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.
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15. GOVERNING LAW
This Agreement shall be governed by and interpreted under the laws of the State
of Florida.
16. ENTIRE AGREEMENT
This instrument contains the entire agreement between the parties and may be
modified only by agreement in writing and signed by both parties.
IN WITNESS WHEROF, the parties hereto, intending to be legally bound, have
executed this Agreement on this 1st day of December 1999.
EQUIS CAPITAL CORP. PEACHTREE FIBEROPTICS, INC.
/s/ Xxxxxxx X. Xxxxxxx
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By: Xxxx X. Xxxxxx, President Xxxxxxx X. Xxxxxxx, CEO
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