Optex System Merrick Okamoto mokamoto@cox.net
Optex
System
Xxxxxxx
Xxxxxxx
xxxxxxxx@xxx.xxx
CONSULTING AGREEMENT between OPTEX SYSTEMS INCORPORATED
and ECON Corporate Services,
Inc. (ECON), owner of xxx.XxxxxxxxXxxxx.xxx
2009 SHOWCASE
AGREEMENT
Effective date on the 1st
day of April, 2009 by OPTEX SYSTEMS
HOLDINGS, INC., a corporation with an office located in Richardson, Texas (the
"Company") and ECON Corporate Services, Inc. and xxx.XxxxxxxxXxxxx.xxx PRIVATE corporations
(the "Consultant"), with offices in Delta B.C. and Point Xxxxxxx WA
respectively.
Showcase Services:
Full
Program – Company to be featured on:
Xxxxxxxxxxxxx.xxx,
Xxxxxxxxxxxxxxxxxxxxx.xxx and affiliated Defense site xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx
(NHSK)
Xxxxxxxxxxxxx.xxx
currently has over 400,000 unique visitors per month and NHSK has an audience of
over 1 million unique visitors per month
Featured
Company Services:
The
Company hereby retains XxxxxxxxXxxxx.xxx™, a global investor and industry
internet portal, and related industry specific sub portal(s) to render services
with respect to the following, including but not limited to:
Corporate
Showcase:
Develop
corporate pages on our site to include your news, management profile, corporate
profile, regulatory links and other pertinent corporate information including
audio and video and Flash Media Corporate Presentations on the home page of the
XxxxxxxxXxxxx.xxx™ Hub and your defense sector portal home page as well as the
stock directory page for your sector(s).
Maintain
and update your company section to be current on the portal pages, with all news
releases to be posted the day of your release.
In
addition, Investor Ideas features a section on our site where interested
investors are able to request additional information regarding your company;
these investors are automatically added to ongoing distribution.
Your Company News Release
Distribution: The Investor Ideas Newswire –
All of your
company news will be featured on our newswire and sent to our data
base
Investor
Ideas Newswire is fast becoming a valuable news source for investors and
industry leaders. Investor Ideas Newswire is indexed by Google News, My Yahoo!
and other leading news sources.
Examples
of additional Investor Ideas Newswire Distribution:
ABC News
7
Xxxxx.xxx
-
Boston
Herald -
Daily
Herald –
Denver
Post -
Salt Lake
Tribune –
Street
XX.xxx -
Xxxxxxx-xxxxxxxxx.xxx
–
Xxxxxxxxx.xxx
-
CNET
Xxxx.xxx -
XxxxXxxxxxx.xxx
–
Xxxxxx0.xxx
–
We also
distribute your company news to our current and growing database of media,
industry, shareholders, analysts, fund mangers, investors and brokers
specifically related to your sector.
News
Distribution to National Homeland Security Knowledgebase Newswire: Security and
Defence News Feed
xxxx://xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx/Xxxxx/xxxx.xxx
News we create
- Initiate coverage on your sector portal with an
introductory portal news release announcing your company as a new "featured
company" via a major wire service as well as to our data base and online
distribution partners.
Additionally
we will feature your company in portal news related to your sector, and include
the company in all relevant general news, promotions and interviews when
possible. A company's visibility expands significantly through inclusion in the
professional portal releases with well- known industry experts or larger
companies in the sector. We receive full permission and 'sign off' by all
participants; therefore news is picked up under the stock symbols of all
participating companies.
Industry
Articles and feature stories – Sector and Industry
Specific
Additionally
we will feature your company in portal news related to your sector, and include
the company in all relevant general news, promotions and interviews when
possible. A company's visibility expands significantly through inclusion in the
professional portal releases with well- known industry experts or larger
companies in the sector. We receive full permission and 'sign off' by all
participants; therefore news is picked up under the stock symbols of all
participating companies.
Consulting
Services
We will
also work directly with the company’s in- house IR contacts to assist with news
release writing, creation, distribution channels and provide input for SEO and
increased visibility.
We will
also work with the IR contact to direct investor, analyst and broker leads on
behalf of OPTEX.
Terms
The
Consultant hereby accepts such retention on the terms and conditions herein set
forth and agree to use its best efforts to perform these services at the request
of the Company.
Consultant
recognizes and confirms that some of the information to be provided by the
Company is non-public, confidential or proprietary in nature. Consultant hereby
agrees that such information will be kept confidential and will not, without the
prior consent of the Company, be disclosed by them, their agents or employees,
except as otherwise required by law.
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Term
The term
of this Agreement shall commence on April 1, 2009 for twelve months with an
option to renew.
Compensation
In full
consideration and compensation for the consulting services to be rendered to the
Company by the Consultant, the Consultant shall be remunerated as
follows:
The
Company shall pay ECON, a cash fee of $3000 per month for the services rendered
by ECON on the Company's behalf due in arrears by the 30th day of
each month following the month in which services are rendered. First month and
last month are due upon signing of agreement.
In
addition to the fees set out above, the Company has issued a total of 250,000
shares of its Common Stock, restricted as to transfer under Rule 144,
promulgated pursuant to the Securities Act of 1933 (“Rule 144”), to the
Consultant, under the following terms and conditions: Shares are to
be released from escrow as follows: 83,334 shares on the date of this
agreement, and 83,333 shares on each of the 60th and
90th
day following the date of execution of this contract..
If Rule 144 is available, required 144
opinion letters will be provided by the company at the time of
clearing.
Consultant
agrees to disclose its compensation in disclaimer as required by U.S., Canadian,
and "Blue Sky" Securities Laws and other laws and regulations or as mandated by
any forum in which the Company's securities are traded.
In the
event, 3rd Party Collection becomes necessary, the signee is responsible for all
reasonable attorney and collection fees, up to and including
litigation.
EXPENSES
The
Company agrees to pay portal news releases distributed including Market Wire and
other comparable wires. The average wire cost is $200 - $300 per release (total
cost). Xxxxxxxxxxxxx.xxx does not xxxx up the costs, you will be
billed direct cost from market wires.
COMPANY'S
OBLIGATIONS
The
Company shall make best efforts to comply with all disclosure and regulatory
policies.
The
Company shall make available to the Consultant all information concerning the
business, assets, operations and financial condition of the Company, which the
Consultant reasonably requests in connection with the performance of its
obligations.
The
Consultant may rely on the accuracy of all such information without independent
verification.
The
Company shall provide the personnel and materials necessary to prepare and send
information to investors and brokers as required by the Consultant.
CONSULTANT'S
OBLIGATIONS
The
Consultant warrants that it has all the applicable licenses and qualifications
to do business in the United States and Canada. The Consultant agrees to comply
with all Laws and regulations of the United States of America and of the
specific states and Canada and provinces regarding all of its activities in
representing the Company, including but not limited to, general public relations
activities, advertising, and communications with stockholders, investors and
consumers. The Consultant agrees to comply with all disclosure laws, regulations
and opinions enforced by the Securities and Exchange Commission, any other
applicable Federal, state, or provincial agency, self-regulatory organization,
or any forum in which the Company's securities are traded. ECON complies with
all disclosure laws on its disclaimer at
xxxx://xxx.xxxxxxxxxxxxx.xxx/Xxxxx/Xxxxxxxxxx.xxx
3
CONFIDENTIALITY
The
Consultant hereby agrees to maintain in the strictest confidence all such
information provided to it by the Company,. ECON agrees to sign a separate
confidentiality agreement at the Company's request. ECON AGREES
TO NOT TRADE IN THE COMPANY’S STOCK WHILE IN POSSESSION OF ANY MATERIAL INSIDE
INFORMATION UNTIL THREE BUSINESS DAYS AFTER SUCH INFORMATION IS MADE PUBLIC BY
THE COMPANY.
INDEMNIFICATION
The
Company shall indemnify and hold harmless the Consultant against any and all
loss, liability, damage, cost or expense arising out of any claim or lawsuit,
actual or threatened, which the Consultant may suffer, sustain or become subject
to, as a result of, or in connection with, the performance of their obligations
under this Agreement, except for any loss, liability or expense which is
suffered as the result of, or in connection with, the Consultant's willful
misconduct, or negligent, reckless or grossly negligent conduct, provided that
the Consultant shall give prompt written notice to, and shall cooperate with and
render assistance to, the Company regarding any such claim or lawsuit, and
provided further the Company shall have the option to undertake and conduct the
defence of any such claim or law suit.
Consultant
agrees to indemnify and hold harmless the Company from any and all loss,
liability, damages, cost or expense arising out of any claim or lawsuit, actual
or threatened, which the Company may suffer, sustain or become subject to, as a
result of or in connection with Consultant's willful misconduct, negligent,
reckless or grossly negligent conduct or failure to act where action was
warranted.
The
Company shall make best efforts to comply with all SEC disclosure and regulatory
policies.
The
Company agrees in the event of their contracting additional third party IR firm
campaigns, not related to ECON, to not use ECON's contact info (email or phone
#) or ECON URL's in any form of spam or illegal redistribution by the retained
IR firm. Any direct violation will result in the company and the said IR firm
responsible for any damages to ECON.
ASSIGNMENT
No
interest of any party under this Agreement may be assigned or otherwise
transferred except with the written consent of the other party.
ARBITRATION
AND GOVERNING LAW
The
Parties agree that any claim or dispute between them or against any agent,
employee, successor, or assign of the other, whether related to this agreement
or otherwise, and any claim or dispute related to this agreement or the
relationship or duties contemplated under this contract, including the validity
of this arbitration clause, shall be resolved by binding arbitration by the
American Arbitration Association, under the Arbitration Rules then in effect.
Any award of the arbitrator(s) may be entered as a judgment in any court of
competent jurisdiction. Information may be obtained and claims may be filed at
any office of the American Arbitration Association or at Corporate Headquarters,
000 Xxxxxxx Xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000-0000. Telephone:
000-000-0000, Fax: 000-000-0000, Website: xxx.xxx.xxx. This
agreement shall be interpreted under the Federal Arbitration Act.
4
This
Agreement shall be governed by and construed in accordance with Delaware
law.
Please
fax copy to our office via fax: 000 000 0000 or by email
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ECON
CORPORATE SERVICES
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OPTEX
SYSTEMS INCORPORATED
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Xxxxxxxxxxxxx.xxx
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/s/
Xxxx Xxx Xxxx
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/s/
Xxxxxxx X. Xxxxxxx
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Xx.
Xxxx Xxx Xxxx, Director
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Xxxxxxx X.
Xxxxxxx
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Canadian
Address
ECON
Corporate Services, Inc.
0000
Xxxxx Xxxxx
Xxxxx,
X.X. Xxxxxx
X0X -
0X0
XX
Address
ECON US ,
Inc.
Xxxxx 000
- 0000 Xxxx Xxxx
Xx.
Xxxxxxx, XX
00000 -
XXX
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