CONSULTING AGREEMENT
THIS AGREEMENT made this 24th day of September 1999, by and between:
INTERNATIONAL INVESTOR RELATIONS GROUP, INC.
000 Xxxxxxxxx Xx., # X
Xxxxxxxxx Xxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
a Florida Corporation (hereinafter referred to as "IIRG") and
e-CONNECT
0000 Xxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
xxx.x-xxxxxxx.xxx
Tel: (000) 000-0000
Fax: (000) 000-0000
a Nevada corporation (hereinafter referred to as the "COMPANY").
Collectively, IIRG and the COMPANY will hereinafter be referred
to as "the parties".
WITNESSETH
WHEREAS, IIRG is an investor relations, direct marketing,
publishing, public relations and advertising firm with expertise
in the dissemination of information about publicly traded
companies; and is in the business of providing investor relations
services, publishing, advertising services, fulfillment services,
marketing of business formats and opportunities and other related
programs, services and products; and
WHEREAS, COMPANY is publicly held with its common stock trading
on one or more stock exchanges and/or over-the-counter; and
WHEREAS, COMPANY desires to publicize itself with the intention
of making its name and business better known to its shareholders,
investors and brokerage houses; and
WHEREAS, IIRG is willing to accept COMPANY as a client.
WHEREAS, COMPANY requires investor relations services and desires
to employ and/or retain IIRG to provide such services as an
independent contractor, and IIRG is agreeable to such a
relationship and/or arrangement, and the parties desire a written
document formalizing and defining their relationship and
evidencing the terms of this Agreement;
THEREFORE, in consideration of the mutual covenants contained
herein, it is agreed as follows:
DEFINITIONS AND INTERPRETATIONS
1. Captions and Section Numbers
The headings and section references in this Agreement are for
convenience of reference only and do not form a part of this
Agreement and are not intended to interpret, define or limit the
scope, extent or intent of this Agreement or any provisions
thereof.
2. Extended Meanings
The words "hereof", "herein", "hereunder" and similar expressions
used in any clause, paragraph or section of this Agreement will
relate to the whole of this Consulting Agreement and not to that
clause, paragraph or section only, unless otherwise expressly
provided.
3. Number and Gender
In this Agreement, words importing the masculine gender include
the feminine or neuter gender and words in the singular include
the plural, and vice versa.
4. Section References and Schedules
Any reference to a particular "article", "section", "paragraph"
or other subdivision of this Agreement and any reference to a
schedule, exhibit or addendum by name, number and/or letter will
mean the appropriate schedule, exhibit or addendum attached to
this Agreement and by such reference is incorporated into and
made part of this Agreement.
AGREEMENT
5. Appointment
COMPANY hereby appoints and engages IIRG as its investor
relation's counsel and hereby retains and employs IIRG upon the
terms and conditions of this Agreement. IIRG accepts such
appointment and agrees to perform the services upon the terms and
conditions of said Agreement.
6. Engagement
COMPANY engages IIRG to publicize the COMPANY to brokers,
prospective investors and shareholders and as further described
below and subject to the further provisions of the Agreement.
IIRG hereby accepts said engagement by COMPANY as a client, and
agrees to publicize COMPANY as further described below and
subject to the further provisions of the Agreement.
7. Authority and Description of Services
During the term of the Agreement, IIRG shall furnish various
professional services and advice as specifically requested by the
COMPANY. Said professional services and advice shall relate to
those services, items and/or subjects described in Addendum "A",
which is attached hereto and made a part hereof by this
reference, and/or as follows:
A. IRRG shall act, generally, as corporate investor relations
counsel, essentially acting (I) as liaison between COMPANY and
its shareholders; (2) as advisor to COMPANY with respect to
existing and potential market makers, broker-dealers,
underwriters, and investors as well as being the liaison between
COMPANY and such persons; and (3) as advisor to COMPANY with
respect to communications and information, including but not
necessarily limited to preparation of a one page magazine
advertorial, writing of a corporate profile, preparation of a
research report, planning, developing, designing, organizing,
writing and distributing such communications and information,
bookings and organizing road shows.
B. IIRG shall assist in establishing, and advise COMPANY with
respect to interviews of COMPANY officers by the financial media;
interviews of COMPANY officers by analysts, market makers,
broker-dealers, and other members of the financial community.
C. IIRG shall seek to make COMPANY , its management, its
products, and its financial situation and prospects known to the
financial media, financial publications, broker-dealers, mutual
funds, institutional investors, market makers, analysts,
investment advisors, and other members of the financial community
as well as the public generally.
D. IIRG, in providing the foregoing services, shall be
responsible for all costs of providing the services, including
but not limited to out-of-pocket expenses for postage, delivery
service (e.g., Federal Express, United Parcel Service, DHL
Worldwide Service), telephone charges, compensation to third
party vendors, copywriters, xxxxx xxxxxxx, art and graphic
personnel, subcontractors, printing, etc.
E. IIRG's compensation under this Agreement shall be deemed to
include the above-mentioned costs and expenses, unless otherwise
expressly provided herein.
8. Marketing Program
Including but not necessarily limited to the following components:
A. IIRG reviews and analyzes all aspects of COMPANY'S goals and
makes recommendations on feasibility and achievement of desired
goals.
B. IIRG provides through their network, firms and brokers
interested in participating and schedules and conducts the
necessary due diligence and obtains the required approvals
necessary for those firms to participate. IIRG interviews and
makes determinations on any firms or brokers referred by COMPANY
with regard to their participation.
C. IIRG shall be available to COMPANY to field calls from firms
and brokers inquiring about COMPANY.
9. Terms of Agreement
This Agreement shall become effective upon execution hereof and
shall continue thereafter up to and including March 23, 2000, or
in the case of specific services until such time as such matters
are finalized to the satisfaction of both COMPANY and IIRG . It
is expressly acknowledged and agreed by and between the parties
hereto that IIRG shall not be obligated to provide any services
and/or perform any work related to the Agreement until such time
as any agreed and/or specified retainer (deposit, initial fee,
down-payment) in US funds, and/or other specified and/or agreed
valuable consideration, has been received by IIRG.
10. Where Services Shall be Performed
IIRG services shall be performed at the main office location, or
at other such designated location(s) as IIRG and COMPANY agree
are the most advantageous for the work to be performed.
11. Limitations on Services
The parties hereto 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, in-house "due
diligence" or "compliance" departments of brokerage houses, etc.
IIRG agrees as follows:
A. IIRG shall NOT release any financial or other information or
data about COMPANY without the consent and approval of the
COMPANY.
B. IIRG shall NOT conduct any meetings with financial analysts
without informing COMPANY in advance of any proposed meeting, the
format or agenda of such meeting and COMPANY may elect to have a
representative of COMPANY attend such meeting.
C. IIRG shall NOT release any information or data about the
COMPANY to any selected or limited person(s), entity, or group
IIRG is aware that such information or data has not been
generally released or promulgated.
After notice by COMPANY of filing for a proposed public offering
of securities of COMPANY, and during any period of restriction on
publicity, IIRG shall not engage in any public relations efforts
not in the normal course without approval of counsel for COMPANY
and of counsel for the underwriter(s), if any.
12. Duties of Company
A. COMPANY shall supply IIRG, on a regular and timely basis with
all approved data and information about COMPANY, its management,
its products and its operations and COMPANY shall be responsible
for advising IIRG of any facts which would affect the accuracy of
any prior data and information previously supplied to IIRG so
that IIRG may take corrective action.
B. COMPANY shall promptly supply IIRG with full and complete
copies of all filings with all Federal and State securities
agencies; with full and complete copies of all shareholder
reports and communications whether or not prepared with the
assistance of IIRG; 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. COMPANY shall supply IIRG, within 15 days
of execution of this Agreement, with a list of all stockbrokers
and market makers active in the stock of COMPANY, and a complete
list of all shareholders on computer disk in a universal format.
C. IIRG reports are not intended to be used in the offering of
securities. Accordingly, clients must agree to each of the
points listed below and to indemnify IIRG for any breach of these
representations and covenants.
(i) COMPANY will immediately notify IIRG if it intends to make
any private or public offering of securities, including S-8 or
Regulation S.
Initial _______________
(ii) COMPANY will immediately notify IIRG in advance of any
insider selling of clients stock.
Initial _______________
(iii) COMPANY will not use IIRG reports in connection with any
offering of securities without the prior written consent of IIRG.
Initial _______________
D. In that IIRG relies on information provided by COMPANY for a
substantial part of its preparations and reports, COMPANY must
represent that said information is neither false nor misleading,
and agrees to hold harmless and indemnify IIRG for any breach of
these representations and covenants; and COMPANY agrees to hold
harmless and indemnify IIRG for any claims relating to the
purchase and/or sale of COMPANY securities occurring out of, or
in connection with, IIRG's relationship with COMPANY, unless such
claim arises out of or is a result of any wrongful or negligent
act or omission of IIRG or its agents, including, without
limitation, reasonable attorney's fees and other costs.
E. In that IIRG shareholders, officers, employees, and/or
members of their families may hold a position in and engage in
transactions with respect to COMPANY securities, and in light of
the fact that IIRG imposes restrictions on such transactions to
guard against trading on the basis of material nonpublic
information COMPANY shall contemporaneously notify IIRG if any
information or data being supplied to IIRG has been generally
released or promulgated.
13. Representation and Indemnification
A. COMPANY shall be deemed to make a continuing representation
of the accuracy of any and all material facts, materials,
information, and data which it supplies to IIRG and the COMPANY
acknowledges its awareness that IIRG will rely on such continuing
representation in disseminating such information and otherwise
performing its investor relations functions.
B. IIRG, in the absence of notice in writing from COMPANY, will
rely on the continuing accuracy of materials, information,
and data supplied by COMPANY.
C. COMPANY hereby agrees to hold harmless and indemnify IIRG
against any claims, demands, suits, loss, damages, etc., arising
out of IIRG's reliance upon the continuing accuracy of such
facts, materials, information and data, unless IIRG has been
negligent in performing its duties and obligations hereunder.
D. IIRG shall issue, as required upon written approval of
COMPANY, corrective, amendatory, supplemental, or explanatory
press releases, shareholder communications and reports, or data
supplied to analysts, broker-dealers, market makers, or other
members of the financial community.
E. COMPANY shall cooperate fully and timely with IIRG to enable
IIRG to perform its duties and obligations under this Agreement.
F. The execution and performance of this Agreement by COMPANY
has been duly authorized by the Board of Directors of COMPANY in
accordance with applicable law, and to the extent required by the
requisite number of shareholders of COMPANY.
G. The performance by COMPANY of this Agreement will not violate
any applicable court decree or order, law or regulation, nor will
it violate any provision of the organizational documents and/or
bylaws of COMPANY or any contractual obligation by which COMPANY
may be bound.
H. COMPANY shall promptly deliver to IIRG a complete due
diligence package to include latest Form 10-QSB, last 6 months of
press releases and all other relevant materials, including but
not limited to corporate reports, brochures, etc.
I. COMPANY shall promptly deliver to IIRG a list of names and
addresses of all shareholders of COMPANY, which it is aware. This
list shall be upgraded at IIRG's request.
J. COMPANY shall promptly deliver to IIRG a list of brokers and
market makers of COMPANY'S securities, which have been following
COMPANY.
15. Billing and Payment
Monthly fees or payments shall be due and payable without
billing. Billing and payments for special services shall be as
agreed on a case-by-case basis. COMPANY acknowledges and agrees
that deposits, initial payments, down payments, partial payments,
payments for special services, monthly fees or monthly payments
shall be by wire transfer to IIRG's bank account upon execution
of any agreement or agreements, or upon payment due date in the
case of monthly fees or monthly payments, or in the case of
special services within five (5) days of invoice for work
scheduled to be performed, unless expressly provided otherwise in
writing, and that if such funds are not received by IIRG by said
date COMPANY shall pay to IIRG an additional operations charge
equal to 1% for each day said funds are not received.
16. IIRG as an Independent Contractor
IIRG shall provide said services as an independent contractor,
and not as an employee of COMPANY or of any company affiliated
with COMPANY. IIRG has no authority to bind COMPANY or any
affiliate of COMPANY to any legal action, contract, agreement, or
purchase, and said action can not be construed to be made in good
faith or with the acceptance of COMPANY; thereby becoming the
sole responsibility of IIRG. IIRG is not entitled to any medical
coverage, life insurance, savings plans, health insurance, or any
and all other benefits afforded COMANY employees. IIRG shall be
solely responsible for any Federal, State or Local taxes, and
should CO:MP ANY for any reason be required to pay taxes at a
later date, IIRG shall ensure such payment is made by IIRG, and
not by COMPANY. IIRG shall be responsible for all workers
compensation payments and herein holds COMPANY harmless for any
and all such payments and responsibilities related hereto.
17. IIRG Not to Engage in Conflicting Activities
During the term of this Agreement, IIRG shall not engage in any
activities that directly conflict with the interests of COMPANY.
COMPANY hereby acknowledges notification by IIRG and understands
that IIRG does, and shall, represent and service other multiple
clients in the same manner as it does COMPANY, and that COMANY is
not an exclusive client of IIRG.
18. Trade Secrets and Inventions
IIRG shall treat as proprietary any and all information belonging
to COMPANY, its affiliates, or any third parties, disclosed to
IIRG in the course of the performance of IIRG services. IIRG
assigns and agrees to assign to COMPANY or its nominee all rights
in invention and other proprietary information conceived by IIRG
during the term of this Agreement with respect to any work
performed under said Agreement.
19. Inside Information -Securities Violations
In the course of the performance of this Agreement it is expected
that specific sensitive information concerning the operations of
COMPANY'S business, and/or affiliate companies shall come to the
attention and knowledge of IIRG. In such an event, IIRG will not
divulge, discuss or otherwise reveal such information to any
third parties.
20. Disclosure
IIRG is required to immediately disclose to COMPANY any outside
activities or interests, including ownership or participation in
the development of prior contractual relations, that conflicts or
may conflict with the best interests of COMPANY. It is mutually
understood that prompt disclosure is required under this
paragraph if the activity or interest is related, directly or
indirectly, to any activity that IIRG may be involved with on
behalf of COMPANY.
21. Warranty Against Contemplation of Agreement Related Corrupt
Practices
IIRG represents and warrants that all payments and other valuable
considerations paid or to be paid under this Agreement
constitutes compensation for services rendered; that this
Agreement and all payments and other valuable considerations and
the use of those payments and valuable considerations are non-political
in nature; and that said payments and valuable considerations do not
influence, sway or bribe any government or municipal party, either
domestic or foreign, in any way.
22. Amendments
This Agreement may be modified or amended, provided such
modifications or amendments are mutually agreed upon by and
between the parties hereto and that said modifications or
amendments are made in writing and signed by both parties.
23. Severability
If any provision of this Agreement shall be held to be contrary
to law, invalid or unenforceable for any reason, the remaining
provisions shall continue to be valid and enforceable. If a court
finds that any provision of this Agreement is contrary to law,
invalid or unenforceable, and that by limiting such provision it
would become valid and enforceable, then such provision shall be
deemed to be written, construed, and enforced as so limited.
24. Termination of Agreement
Either party prior to the expiration of the term provided in
Paragraph 9 above except as follows might not terminate this
Agreement:
a. Upon the bankruptcy or liquidation of the other party; whether
voluntary or involuntary;
b. Upon the other party taking the benefit of any insolvency law;
and/or
c. Upon the other party having or applying for a receiver appointed
for either party;
d. Sixty (60) day written notice by either party.
25. Attorney Fees
In the event that either party is in default of the terms or
conditions of this Agreement and legal action is initiated or
suit be entered 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, reasonable attorney fees,
expenses and court cost through trial, appeal and to final
disposition.
26. Return of Records
Upon termination of this Agreement, IIRG shall immediately
deliver to COMPANY all records, notes, data, memorandum, models
and equipment of any nature that are in the control of IIRG that
are the property of or relate to the business of COMPANY.
27. Waiver of Breach
Waiver by either party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as
a waiver of any subsequent breach by the other party.
28. Disclaimer by IIRG
IIRG shall be the preparer of certain promotional materials, and
IIRG makes no representation to COMPANY or others that (i) its
efforts or services will result in any enhancement to COMPANY
(ii) the price of COMPANY'S publicly traded securities will
increase (iii) any person will purchase COMPANY'S securities, or
(iv) any investor will lend money to and/or invest in or with
COMPANY.
29. Early Termination
In the event COMPANY fails or refuses to cooperate with IIRG, or
fails or refuses to make timely payment of the compensation set
forth above and/or in Addendum "A", IIRG shall have the right to
terminate any further performance under this Agreement. In such
event, and upon notification thereof, compensation, pursuant to
Paragraph 24(D) above, shall become immediately due and payable
and/or deliverable, and IIRG shall be entitled to receive and
retain the same as liquidated damages and not as a penalty, in
lieu of all other remedies the parties hereby acknowledge and
agree that it would be too difficult currently to determine the
exact extent of IIRG's damages, but that the receipt and
retention of such compensation is a reasonable present estimate
of such damage.
30. Limitation of IIRG Liability
In the event IIRG fails to perform its work or services hereunder
its entire liability to COMPANY shall not exceed the greater of
(i) the amount of cash compensation IIRG has received from
COMPANY under Paragraph 14 above (ii) the amount of cash
compensation IIRG has received from COMPANY under Addendum "A";
or (iii) the actual damage to COMPANY as a result of such non-
performance. In no event shall IIRG be liable to COMPANY for any
indirect, special or consequential damages, or for any claim
against COMPANY by any person or entity arising from or in any
way related to this Agreement.
31. Agreement Not to Hire
COMPANY understands and appreciates that IIRG invested a
tremendous amount of time, energy and expertise in the training
of its employees and education of its subcontractors to be able
to provide the very services COMPANY desires. COMPANY further
understands that in the event an employee of IIRG be enticed to
leave, then IIRG shall be damaged in an amount the parties are
incapable to calculating at the present time. Therefore, COMPANY
agrees not to offer employment to any employee or subcontractor
of IIRG, nor to allow any employee, officer or director of
COMPANY to offer such employment with COMPANY or any other
company, concern, venture or entity with whom officers and
directors of COMPANY are employed, associated or hold a financial
stake in for a period of three (3) years from the date of
expiration or termination hereof.
32. Miscellaneous
a. Effective date of representations shall be no later than the date
IIRG is prepared to distribute magazines and/or brochures
pursuant to this Agreement.
b. Currency: In all instances, references to dollars shall be deemed
to be United States currency.
c. Stock: In all instances, references to stock shall be deemed to
be unrestricted and free trading or registered warrants or
piggyback registered rights.
33. Notices
All notices hereunder shall be in writing and addressed to the
party at the address herein set forth, or at such other address
which notice pursuant to this section may be given, and shall be
given by either personal delivery, certified mail, express mail
or other national overnight courier services. Notices shall be
deemed given upon the earlier of actual receipt or three (3)
business days after being mailed or delivered to such courier
service. Any notices to be given hereunder shall be effective if
executed by and sent by the attorneys for the parties giving such
notice, and in connection therewith the parties and their
respective counsel agree that in giving such notice such counsel
may communicate directly in writing with such parties to the
extent necessary to give such notice. Any notice required or
permitted by this Agreement to be given shall be given to the
respective parties at the addresses listed on Page 1 of this
Agreement.
34. Time is of the Essence
The parties of their respective obligations hereby expressly make
time of the essence of this Agreement with respect to the
performance, hereunder.
35. Inurnment
This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective heirs, executors,
administrators, personal representatives, successors, assigns and
any addenda's attached hereto.
36. Entire Agreement
This Agreement contains the entire agreement of the parties and
may be modified or amended only by agreement in writing, signed
by the party against whom enforcement of any waiver, change,
amendment, modification, extension or discharge is sought. Both
parties declare that there are no oral or other agreements or
understandings between them affecting this Agreement, or relating
to the business of IIRG. This Agreement supersedes all previous
agreements between IIRG and the COMPANY.
37. Applicable Law
This Agreement is not valid or binding upon IIRG unless and until
executed by its President or other duly authorized executive
officer of IIRG at its home office in Altamonte Springs, Florida.
38. Non-Waiver
The failure of either party, at any time, to require any such
performance by any other party shall not be construed as a waiver
of such right to require such performance and shall in no way
affect such party's right to require such performance and shall
in no way affect such party's right subsequently to require full
performance hereunder.
39. Execution in Counterpart
This Agreement may be executed in counterpart, not withstanding
the date or dates upon which this Agreement is executed and
delivered by any of the parties, and shall be deemed to be an
original and all of which will constitute one and the same
agreement, effective as of the reference date first written
above.
IN WITNESS WHEREOF, the parties hereto have set their hands in
execution of this Agreement.
ECONNECT
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
INTERNTIONAL INVESTOR RELATIONS GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx, III
Xxxxxx X. Xxxxxxxxx, III
Addendum A
Services that will be performed:
10 road shows
Sample of cities will include New York, Chicago, Boston, Detroit,
Los Angeles, San Diego, and San Francisco. We will reach
approximately 450 to 600 brokers, fund managers and financial
advisors.
1 Media Placement in Stock/Card deck reaching 250,000 + investors
These are standard stockdeck/broker deck mailers directly mailed
to the Readers of Money World, Bull & Bear, Louis Rukerser, W/S,
Insider's Guide, Growth Stock Report and Investor's Business Daily.
2 News releases, includes broadcast fax to all interested parties
News releases are released by Business Newswire and are picked up
by Bloomberg, Dow Xxxxx News service, Rueters, etc.
Research report 6-8 page full color
This is a full color glossy research report describing in detail
the particulars of the company (5000 printed)
Broker card - 2 sided, full color
This is a concise but brief information piece primarily used by
brokers to explain and sell their clients. (5000 printed)
Addendum B
All Monies payable hereunder shall be in U.S. funds and drawn on
U.S. banks. The parties acknowledge that in negotiating this fee
they recognize that the services will probably not be performed
in equal monthly segments, but may be substantial during the
earlier portion of the term and less thereafter as relationships
and communication lines are established. Thus, part of the
compensation for earlier services will be deferred and therefore
any lessening of services shall not constitute a breach or
termination hereof and the level fee shall continue.
$85.000.00 - Payment schedule as follows:
Fifty thousand Dollars - US cy ($50,000) payable no later than
(September 3O, 1999).
International Investor Relations Group, Inc.
Washington Mutual
Stockton California
Account # 000 000 0000
AB Routing # 321180748
Branch # 1681
167,000 free trading shares based on a .21 cent per share price
payable no later than October 14, 1999. If the COMPANY cannot
deliver the 167,000 free trading stocks by October 14, 1999 then
the balance $35,000 will be paid in cash by October 14, 1999.
PURCHASE WARRANTS
300,000 PURHASE WARRENTS TO BE EXECUTED AS FOLLOWS:
100,000 WARRANTS at .50 cents per share
100,000 WARRANTS at. 75 cents per share
100,000 WARRANTS at 1.00 per share
These WARRANTS will have first position on current or future
registration by the COMPANY with a 2-year expiration date from
the original date of signing the aforementioned CONTRACT.
For all special services, not within the scope of the agreement,
COMPANY shall pay to IIRG such fee(s) as, and when, the parties
shall determine in advance of performance of said special
services, provided COMPANY has agreed to said special services in
advance.
