REVISED
ACTIVE PARTICIPATION INVESTOR
SPECIAL SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") made on March 31, 1999 between, The
Xxxxxxxxx Group NASDAQ Investor Relations, Inc., a Nevada corporation,
hereinafter referred to as the "Active Participation Investor" and BioFiltration
Systems, Inc., "BFS" a Florida corporation, hereinafter referred to as the
"Company."
RECITALS
WHEREAS, the Company desires to be assured of the association and services
of the Active Participation Investor in order to avail itself of the Active
Participation Investor's consulting experience, skills, abilities, background
and knowledge to facilitate long range planned and to execute the Company's
stock marketing needs in an orderly and efficient manner, the Company is
therefore willing to engage the Active Participation Investor upon the terms and
conditions herein contained:
WHEREAS, the Active Participation Investor agrees to be engaged and
retained by the Company in accordance with the following terms and conditions.
NOW, THEREFORE, in consideration of the recitals, promises and conditions
contained herein, the Active Participation Investor and the Company agrees as
follows:
(i) THE ACTIVE PARTICIPATION INVESTOR OFFERS THE FOLLOWING CONSULTING
SERVICES:
(i) Will arrange a Public Relations Program
(ii) Will write and design a color PR Research Report.
(iii) Will introduce the company to the Active Participation Investor's
network of brokers. These brokers have been identified as ones that
will recommend emerging growth companies in the Bulletin Board Market.
(iv) Will distribute leads to brokers.
(v) Will qualify and track all leads.
(vi) Will add sufficient Market Makers.
(vii) Will make our toll-free number available.
(ii) TERM: The term of this Agreement shall be for a period of ten (10)
months commencing on March 31, 1999 and is renewable for successive
periods of 90 days at a time by mutual agreement of the parties in
writing.
(iii) SPECIAL PURCHASE TERMS AS INCENTIVE COMPENSATION TO ACTIVE
PARTICIPATION INVESTOR: The Active Participation Investor agrees to
purchase 875,000 shares of the Company's common stock issued under rule
504-D for a total of $ 1,000,000 Dollars subject to special terms and
conditions below.
(iv) ADDITIONAL PAYMENT AND AGREEMENTS OF ACTIVE PARTICIPATION INVESTOR ARE
TO BE AS FOLLOWS:
(i) The Active Participation Investor agrees to pay the Company a down
payment of $10,000 upon the execution of this agreement and the balance
of $990,000 will be paid over ten (10) months as follows. The stock
share price will be $0.25 per share for the first 250,000 shares, $1.25
per share for the second 250,000 shares, $1.50 per share for the third
250,000 shares and $2.00 per share for the remaining 125,000 shares.
This is to be accomplished on a best effort basis beginning with the
execution of this contract. The anticipated time for this to be
completed is within the next ten (10) months, and the first $100,000
increment is to be paid in four (4) payments over the next 30 days and
a minimum of $100,000 each over the next nine (9) months. The Company
will advance to the Active Participation Investor upon execution of
this agreement, two hundred fifty thousand (250,000) shares of it's
Common stock. Active Participation Investor will pay for the stock as
it is sold as illustrated above.
(ii) Because of the ongoing need of funds necessary to market and
manufacture the company's products the prompt payment of the minimum
monthly payments specified above is paramount in this agreement.
Because the stock is being purchased by The Active Participation
Investor on a "best efforts basis", the company reserves the right,
(upon ten (10) days written notice to the Active Participation
Investor,) if the minimum monthly stock purchase payments are not made
by The Active Participation Investor in a time manner, to seek other
methods of financing, such as selling or pledging the remaining un-sold
stock. The same rights shall apply to The Active Participation
Investor. If it should decide it cannot market the stock as planned
within the desired time frame it reserves the right to cancel the
agreement and return any un-sold stock upon ten (10) days written
notice to the company of it's intentions.
(iii) The Active Participation Investor also agrees to use a portion of the
proceeds from the sale of the stock purchased to pay for advertising
for the Company.
(v) ADDITIONAL RESPONSIBILITIES OF THE COMPANY
(i) the Company agrees to keep the Active Participation Investor
abreast of all news and developments on a regular basis.
(ii) the Company will not enter into an investment banking agreement
or register shares for sale without advising the Active
Participation Investor.
(vi) RELATIONSHIP OF PARTIES: This Agreement shall not constitute an
employer-employee relationship. It is the intention of each party that
the Active Participation Investor shall be independent and not an
employee of the Company. Active Participation Investor shall not have
authority to act as an agent of the Company except when such authority
is specifically delegated to the Active Participation Investor by the
Company. Subject to the express provisions herein, the manner and means
utilized by the Active Participation Investor in the performance of the
Active Participation Investor service hereunder shall be at the sole
discretion of the Active Participation Investor. All compensation paid
to the Active Participation Investor hereunder shall constitute
earnings to the Active Participation Investor from self-employment
income.
VI. EXPENSES: The Active PARTICIPATION Investor agrees to pay all expenses
such as travel, food, lodging and entertainment when such expenses are
incurred by the Active Participation Investor incurred by it in
marketing this stock.
VII. NOTICES: Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when
personally served in writing or when deposited in the United States
mail, postage prepaid, addressed to the other party at the address
appearing at the end of this agreement. Either party may change its
address by written notice in accordance with this section.
VIII. BENEFIT OF AGREEMENT: This Agreement shall inure to the benefit of, and
be binding upon the parties hereto and their respective legal
representatives, administrators, executors, successors, subsidiaries
and affiliates.
IX. GOVERNING LAW: This Agreement is made and shall be governed and
construed in accordance with the laws of the state of Florida, and it
is agreed that jurisdiction and venue of any actions pertaining to this
Agreement will be in Seminole County, Florida.
X. ASSIGNMENT: Any attempt by either party to assign any rights, duties or
obligations which arise under this Agreement without the prior written
consent of the other part shall be void, and shall constitute a breach
of the terms of this Agreement.
XI. ENTIRE AGREEMENT MODIFICATION: This Agreement constitutes the entire
agreement between the Company and the Active Participation Investor. No
promises, guarantees, inducements or agreements, oral or written,
express or implied, have been made other than as contained in this
Agreement. This Agreement supersedes any/all prior agreements and can
only be modified or changed in writing signed by the party or parties
to be charged.
XII. COMPETITION: This agreement shall be non-exclusive.
XIII. LITIGATION EXPENSES: If any action at law or in equity is brought by
either party to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs
and disbursements in addition to any other relief to which it may be
entitled.
IN WITNESS WHEREOF, the parties have executed this agreement on the day and year
first above written.
The Xxxxxxxxx Group NASDAQ
Investor Relations, Inc.
Witness: By: /s/ Xxxxxxx Xxxxxxxxx, Xx.
-----------------------------
Xxxxxxx Xxxxxxxxx, Xx. President
-------------
Date 3/31/99
BioFiltration Systems, Inc.
Witness: By: /s/ Xx X. Xxxxxx
-----------------------------
Xx X. Xxxxxx, President
--------------
Date 3/31/99
