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EXHIBIT 10.36
[XXXXXXX CAPITAL PARTNERS CORP. LETTERHEAD]
March 30th, 2000
Xx. Xxxxxxx X. Xxxxxxx
President and COO
XxxxxXxxxxxx.xxx
0000 Xxxxxx Xxxxx, Xxxxx 000,
Xxxxx Xxxxxxxxx, XX, Xxxxxx, X0X 0X0
RE: CONTRACT FOR CORPORATE CONSULTING AND INVESTOR RELATIONS FOR
XXXXXXXXXXXX.XXX
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XxxxxXxxxxxx.xxx (SmartSources) hereby engages Xxxxxxx Capital
Partners Corp. (Xxxxxxx Capital) and Xxxxxxx Capital hereby accepts
such engagement to provide consulting services to SmartSources for the
purpose of facilitating the communication of information about
SmartSources and its business to investors and the public markets
generally, subject to the terms and conditions set forth herein.
Effective April 1st, 2000, Xxxxxxx Capital will serve as consultant to
SmartSources for a period of 12 months, subject to the termination
provisions set out herein. After a period of 12 months, this
agreement shall be automatically extended on a monthly basis
thereafter. Duties and activities will consist of the following as
from time to time requested by SmartSources together with such
activities as the parties mutually agree:
1. Assisting SmartSources' corporate officers and advisors in the
preparation and dissemination of press releases and announcements
relating to newsworthy corporate developments.
2. Serving as a designated liaison in the United States for receiving
and responding appropriately to inquiries from retail
shareholders, interested brokers, institutional investors,
research analysts and the media for information about
SmartSources, its business, and corporate developments.
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Xx. Xxxxxxx X. Xxxxxxx
President and COO
XxxxxXxxxxxx.xxx
March 30th, 2000
Page 2 of 4
3. Assisting with meetings with institutional investors, analysts,
and financial professionals.
4. Assisting corporate officers when so called upon in preparing
communications to stockholders including the annual and quarterly
reports, and other correspondence.
5. Arranging informational meetings between SmartSources' management
and prominent money managers, research analysts, and other
influential people in the investment community to increase and
maintain interest in SmartSources.
6. Assisting in the compilation of publicly available reports, news
releases, and other information about SmartSources for
distribution in response to inquiries from interested parties.
7. If requested by SmartSources, Xxxxxxx Capital will publish a
research report under Xxxxxxx Capital's aegis to be updated
quarterly for a period of one year. SmartSources will pay an
additional one-time fee of US$25,000 (Twenty five thousand
dollars), half of which shall be paid on start of such original
report and half upon publication of same.
8. Providing corporate consulting services to SmartSources concerning
the company's listing process in the US public markets including
the review of all legal and financial registration documents.
9. Assist SmartSources' management in providing merchant banking
advice and services. Should Xxxxxxx Capital introduce or cause to
be introduced any investor that participates in any financing of
SmartSources, a 7.5 percent (seven and one half percent) finder's
fee will be paid to Xxxxxxx Capital on the gross proceeds of funds
invested and raised, excepting for a registered secondary.
As the sole consideration for the consulting services provided by
Xxxxxxx Capital, SmartSources will compensate Xxxxxxx Capital as
follows:
1. Subject to regulatory approval, SmartSources will pay Xxxxxxx
Capital a fee of US$7,500 (Seven thousand five hundred dollars)
per month during the term of this Agreement, payable on the first
day of each calendar month beginning on April 1st, 2000.
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Xx. Xxxxxxx X. Xxxxxxx
President and COO
XxxxxXxxxxxx.xxx
March 30th, 2000
Page 3 of 4
2. Xxxxxxx Capital shall be entitled to receive from SmartSources up
to a maximum of 200,000 warrants (Two hundred thousand) warrants,
each warrant of which shall give Xxxxxxx Capital the right to
acquire one (1) common share of SmartSources' Common Stock until
March 31, 2005 at a purchase price equal to the closing price on
the date of the signing of this contract (the "Warrants"). The
vesting of the Warrants shall vest in accordance with the
following schedule:
a. 100,000 (One hundred thousand) warrants shall vest on
April 1, 2000
b. 17,000 (Seventeen thousand) warrants shall vest on the
first day of the month of October, 2000 and every month
thereafter until the first day of the month of March
2001 at which time the final 15,000 (Fifteen thousand)
warrants will vest.
3. SmartSources will reimburse Xxxxxxx Capital for reasonable
out-of-pocket expenditures incurred by Xxxxxxx Capital and
approved by the COO or CFO of SmartSources, or other officer
designated by them, including travel and entertainment and all
expenses associated with the printing and distribution of any
research report (e.g., stationery, printing and mailing costs).
Travel costs as well as expenses in excess of $300 shall be
approved in advance.
4. The Warrants shall have "piggy back" (demand) registration rights
and, in any case, 100,000 (One hundred thousand) of same shall
be registered and filed no later than July 15, 2000, and 100,000
(One hundred Thousand) shall vest monthly and be registered
"piggy back" or no later than April 15, 2001. Any Warrants that
are issued and vested under this agreement will remain the
property of Xxxxxxx Capital.
This Agreement will be subject to the following terms and conditions:
1. It is expressly understood that SmartSources may terminate this
agreement immediately at any time with no further liability to
Xxxxxxx Capital upon (i) representations or statements concerning
SmartSources or its operations being made by Xxxxxxx Capital, its
employees or agents to third parties which are not contained in
or based on the written material provided by SmartSources to
Xxxxxxx Capital, (ii) the gross negligence or willful misconduct
of Xxxxxxx Capital, its employees or agents, or (iii) a failure
by Xxxxxxx Capital, its employees or agents to comply with all
applicable laws. Upon a termination for cause, any unvested
options shall be immediately cancelled and SmartSources shall
have no liability to Xxxxxxx Capital except for reimbursement of
any approved expenses.
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Xx. Xxxxxxx X. Xxxxxxx
President and COO
XxxxxXxxxxxx.xxx
March 30th, 2000
Page 4 of 4
2. Nothing in this Agreement shall create any partnership or joint
venture between the parties hereto; it being understood and agreed
that the parties are independent contractors and neither has the
authority to bind the other in any way.
3. This Agreement has been made in the State of New York and shall
be construed and governed in accordance with the laws thereof
without regard to conflict of laws. The parties hereto attorn to
the non-exclusive jurisdiction of the courts of the State of New
York.
4. This Agreement contains the entire agreement between the parties
and may not be altered or modified, except in writing and signed by
the parties hereto, and supersedes any and all previous agreements
between the parties.
5. Xxxxxxx Capital acknowledges and agrees that specified segments of
information received from SmartSources under this agreement are
exclusive proprietary information and the same shall not be
divulged, published or distributed in any manner or form to any
third party without any express right or written consent of
SmartSources and will be returned to SmartSources on request.
6. SmartSource and Xxxxxxx Capital agree to comply with all United
States federal and state securities and other laws applicable to
the activities contemplated by this Agreement, including, among
other things, provisions (i) requiring any person circulating
reports or other information about a security for consideration to
disclose its compensation arrangements, (ii) prohibiting untrue or
misleading statements or omissions, and (iii) prohibiting trading
in securities by persons in possession of material nonpublic
information. The parties agree that Xxxxxxx Capital will be
considered to have breached this covenant only if Xxxxxxx Capital's
personnel have participated in the activities not in compliance
with law.
ACCEPTED BY:
XXXXXXX CAPITAL PARTNERS CORP. XXXXXXXXXXXX.XXX
NAME: Xxxx X. Stock NAME: Xxxxxx Xxxxxx
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TITLE: Managing Director TITLE: Chief Financial Officer
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SIGNATURE: /s/ XXXX X. XXXXX SIGNATURE: /s/ XXXXXX XXXXXX
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DATE: March 30, 2000 DATE: March 30, 2000
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