Exhibit 10.5-Contract IR Services
HBK Investment Services Ltd.
Investor Relations Services Agreement
This Investor Relations Services Agreement (the "Agreement") is entered
this 10th day of January 2003 by and between HBK Investment Services Ltd.
(Consultant), a British Columbia corporation and 0XXxxxxx.xxx, Inc.
(Client), a Delaware corporation with reference to the following:
RECITALS
A. The client desires to be assured of the services of the Consultant in order
to avail itself of the Consultant's experience, skills, knowledge, abilities and
background to facilitate the research editing and production of a corporate
research report, financial analysis and evaluation and introduction to
investors, securities dealers and investment bankers in Europe and other
financial centers and is therefore willing to engage the Consultant upon the
terms and conditions set forth herein.
B. The Consultant agrees to be engaged and retained by the Client upon the
terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing, of the mutual promises herein
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Engagement. Client hereby engages Consultant on a non-exclusive basis, and
Consultant hereby accepts the engagement to become an investor relations
consultant to the Client for a period of three months and to render such advice,
consultation, information and services to the Client regarding general financial
and business matters including, but not limited to:
A. Researching, editing and generating a company profile and buy
recommendation for the Client, including a share price target.
B. Featuring and arranging for the buy recommendation on xxx.xxxxxx.xxx,
xxxxxxxxxx.xxx and xxxxxxxxxx.xxx
C. Technical chart analysis of the Client's share price history and
development.
D. Ongoing organization of the Client's business perspectives on Bull & Bear
magazine.
E. Posting of corporate updates including press releases, if applicable, on
various websites. It shall be expressly understood that Consultant shall have no
power to bind Client to any contract or obligation or to transact any business
in Client's name or on behalf of Client in any manner.
2. Term. The term ("Term") of this Agreement shall commence on the date
hereof and continue for two (2) years. Both parties may extend the Agreement
upon agreement, unless or until the Agreement is terminated.
3. Engagement Fee. As consideration for Consultant entering into this
Agreement, Client and Consultant agree to the following:
The Engagement Fee may be satisfied by delivering a certificate(s) representing
an aggregate of two hundred thousand (200,000) shares of restricted common stock
of Client (the "Shares").
4. Exclusivity; Performance; Confidentiality. The services of Consultant
hereunder shall not be exclusive, and Consultant and its agents may perform
similar or different services for other persons or entities whether or not they
are competitors of Client. Consultant shall be required to expend only such
time as is necessary to service Client in a commercially reasonable manner.
Consultant acknowledges and agrees that confidential and valuable information
proprietary to Client and obtained during its engagement by the Client, shall
not be, directly or indirectly, disclosed without the prior express written
consent of the Client, unless and until such information is otherwise known to
the public generally or is not otherwise secret and confidential.
5. Independent Contractor. In its performance hereunder, Consultant and its
agents shall be an independent contractor. Consultant shall complete the
services required hereunder according to its own means and methods of work,
shall be in the exclusive charge and control of Consultant and which shall not
be subject to the control or supervision of Client, except as to the results of
the work and as otherwise requested. Client acknowledges that nothing in this
Agreement shall be construed to require Consultant to provide services to Client
at any specific time, or in any specific place or manner, unless otherwise
mutually agreed. Payments to consultant hereunder shall not be subject to
withholding taxes or other employment taxes as required with respect to
compensation paid to an employee.
6. Miscellaneous. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provision and no waiver shall
constitute a continuing waiver. No waiver shall be binding unless executed in
writing by the party making the waiver. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing by all
parties. This Agreement constitutes the entire agreement between the parties
and supersedes any prior agreements or negotiations.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on
the date first written above.
0XXxxxxx.xxx, Inc.
/s/: Xxxxxx Xxxxx
By:--------------------------
President
HBK Investment Services Ltd.
/s/: Xxxxxx Xxxxxxxx
By:-----------------------------
Agent
