Exhibit 4.03
FINANCIAL PUBLIC RELATIONS AGREEMENT
This Financial Public Relations Agreement (the "Agreement") is made and
entered into effective on the 2nd day of December, 1996, between The Java Group,
Inc., a Delaware corporation (the "Company"), having offices at 000-000 Xxxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 and X.X. Xxxxxx & Co., Inc.,
a California corporation (the "Consultant"), having offices at 00 Xxx Xxxxxx,
Xxxxxx, Xxxxxxxxxx, XXX, 00000, based on the following:
PREMISES
A. The Company is a publicly-held corporation with its securities currently
traded on the NASDAQ Bulletin Board market. The Company is seeking to
expand its investor base and the number of market professionals who are
aware of the Company's activities.
B. Consultant is established in the securities industry and has experience in
providing advice and support for publicly-held companies.
C. The Company desires to retain the services of Consultant, and Consultant
desires to offer such services, on the terms and conditions set forth in
this Agreement.
NOW, THEREFORE, based on the foregoing premises and in consideration of the
mutual covenants of the parties and benefits to be derived therefrom, it is
hereby agreed as follows:
AGREEMENT
1. ENGAGEMENT OF CONSULTANT: The Company hereby engages Consultant to provide
services to the Company under the terms of this Agreement, including, but
not limited to, the analysis of the business and proposed business of the
Company by equity participants; the presentation of the Company to market
professionals, including broker-dealers, mutual funds, and other
institutional investors; providing the Company advice concerning
shareholder relations and the preparation and dissemination of information
to the Company's shareholders; assisting in long-term financial planning,
including borrowings, equity financing and other opportunities; providing
advice concerning the existing and future capital structure of the Company;
and providing other financial assistance to the extent required by the
Company. Notwithstanding the foregoing, Consultant shall not act as an
agent of the Company and shall not contact
the holders of the securities of the Company in connection with the
exercise or conversation of currently issued and outstanding warrants,
options, or convertible securities.
2. MARKETING: The Java Group, Inc., shall furnish to Consultant disclosure
and filing materials, financial statements, business plans, promotional
materials, annual reports and press releases. In addition, Company agrees
to distribute due diligence packages in ample quantities to potential
investors as well as to the brokerage community. Consultant may relay on,
and assume the accuracy of the due diligence package and/or research
reports. Consultant may disseminate through the use of media and
advertisement the contents of the due diligence package and any research
reports in order to attract potential investors as well as the brokerage
community. Company acknowledges that Consultant is engaged in other
business activities and will continue such activities during the term of
this Agreement. Consultant shall not be restricted from engaging in other
business activities during the term of this Agreement.
3. ADVERTISING: Advertising is defined as the cost associated with lead
generation programs arranged by the Consultant for the Company. These
programs are designed to create investor awareness for the Company.
4. COMPENSATION TO CONSULTANT: For the services provided to the Company, the
Consultant is to receive 200,000 JVGI common shares. The shares are
payable upon execution of this contract. The Consultant is to pay for all
agreed upon advertising expenses (up to 50,000 JVGI common shares).
5. TERM: This Agreement shall commence on the date hereof and will terminate
on the earliest of the following:
a. 6 months from the date of this Agreement
b. This Agreement can be renewed after 6 months and extended for a
mutually agreed upon period of time.
c. Upon termination for cause by Company upon 30 days written
notice. Cause shall be determined solely as to the following:
violation of any rule or regulation of any regulatory agency; any
other neglect, act or omission detrimental to the conduct of
Company business; material breach of the Agreement or any
unauthorized disclosure of any of the secrets or confidential
information or Company; dishonesty related to independent
contractor status.
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6. CONFIDENTIALITY: Consultant acknowledges that it may receive confidential
and proprietary information of the Company in connection with the services
provided under the terms of this Agreement. The Consultant agrees to keep
all such information confidential and to take prudent steps to assure that
its officers, directors, and employees maintain the confidentiality of such
information, including obtaining agreements similar to the provisions of
this paragraph from such officers, directors, and employees, and to not use
such confidential information, except for the direct benefit of the
Company. Consultant shall not disclose such confidential information and
shall take reasonable steps to prevent the disclosure by its officers,
directors, and employees, without the prior written consent of the Company.
7. REIMBURSEMENT OF COSTS: Consultant shall be reimbursed by the Company for
all reasonable and necessary out-of-pocket third-party expenses incurred by
Consultant in connection with the performance of its obligations under the
terms of this Agreement. All third-party expenses are to be mutually
agreed upon in advance.
8. INDEPENDENT CONSULTANT: The Company and Consultant hereby acknowledge that
Consultant is an independent contractor. Consultant shall not hold itself
out as, nor shall it take any action from which others might infer that it
is, a partner or agent of or a joint venturer with the Company. Consultant
shall have no authority to act on behalf of or bind the Company and shall
take no action which purports to bind the Company.
9. ENTIRE AGREEMENT: This Agreement is and shall be considered to be the only
agreement or understanding between the parties hereto with respect to the
engagement of Consultant by the Company. All negotiations, commitments,
and understandings acceptable to both parties have been incorporated
herein. No letter, telegram, or communication passing between the two
parties hereto covering any matter during this contract period, or any
plans or periods thereafter, shall be deemed as part of this Agreement; and
shall not have the effect of modifying or adding to this Agreement unless
it is distinctly stated is such letter, telegram, or communication that it
is to constitute a part of this Agreement and is to be attached as an
amendment to this Agreement and is signed by the parties to this Agreement.
10. GOVERNING LAW: This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
/s/ Xxx Xxxxxxxxxx
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Xxx Xxxxxxxxxx December 2, 1996
President and CEO
The Java Group, Inc.
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx December 2, 1996
President
X.X. Xxxxxx & Co., Inc.
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