IBIS CONSULTING GROUP TEL: 000-000-0000
0000 XXXXXX XX., # 000 FAX: 000-000-0000
XXXXXXX XXXXX, XX 00000 XXX.XXXXXXXX.XXX
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AGREEMENT FOR INVESTOR RELATIONS SERVICES
This AGREEMENT ("Agreement") is made this 1st day of April, 2005, by and
between Ibis Consulting Group, LLC, hereinafter referred to as "ICG",
and Public Company Management Corp., hereinafter referred to as
"Client".
I. AGREEMENT
Public Company Management Corp., hereby retains Ibis Consulting Group,
LLC, for the purpose of providing investor relations services to Client.
ICG will utilize its "best efforts" to introduce Client to institutional
investors and to obtain long term institutional shareholders of the
Client's stock. ICG acknowledges and accepts a forementioned services
to Client and Client offers to provide herein agreed considerations for
such services by ICG.
II. SERVICES PROVIDED
A. ICG will use its "best efforts" to obtain long term
institutional shareholders of the company's stock. ICG will
use its "best efforts" to obtain analyst coverage, and to
provide business evaluation, and other analysis to Client that
the Client deems appropriate. The Client agrees to reimburse
ICG for any reasonable travel, car rental, meals, and lodging
expenses for ICG personnel, should a visit to any Client
location or event be deemed necessary, after Client prior
written approval.
B. ICG will use its "best efforts" to forward potential investor
names to Client.
C. ICG will schedule events with the financial community in an
effort to develop institutional interest in Client. Client
agrees to reimburse ICG for reasonable travel; car rental,
meals and lodging, room rental, and catering expenses,
incurred in hosting or co-hosting said events. Client must
preapprove all such events and expenses in writing.
III. COMPENSATION
As compensation for ICG services (as stated in Section II, herein), and
with regard to the execution of this Agreement, Client hereby agrees and
commits to compensating ICG in the following manner:
A. Five thousand dollars ( $ 5,000 ) per month in consideration
with services provided;
B. Equity Retainer. UPON SIGNING OF THIS AGREEMENT PCMC WILL
ISSUE 50,000 SHARES OF RESTRICTED STOCK THAT WILL HAVE
REGISTRATION RIGHTS AND PIGGY BACK RIGHTS SHOULD PCMC REGISTER
OTHER SHARES UNDER AN SB-2 REGISTRATION STATEMENT.
IV. REPRESENTATIONS AND WARRANTIES
Client and ICG hereby represent and warrants as follows:
A. Both Client and ICG have full legal authority to enter into
this Agreement. The execution, delivery and performance of
this Agreement within the time and manner herein specified
will not conflict with, nor result in a breach, or, constitute
default of any existing agreement, indenture, or other
instrument to which either Client or ICG is currently a
party, or by which either entity may be bound or affected.
B. Client and ICG both hereby represent that in every written
communication to individuals or entities other than Client or
ICG, as contemplated by this or any other Agreement between
the parties, both sides will disclose, in writing, that ICG is
being compensated in cash and securities for services
provided.
V. CONFIDENTIAL DATA
All information, knowledge or data concerning this Agreement or either
party will be deemed confidential information. Neither party shall
divulge any confidential information unless required by a governmental
entity or regulatory agency. Both parties further agree not to disclose
any property commonly considered intellectual property.
VI. INDEMNITY
Client hereby agrees and consents that it will indemnify ICG for any
legal actions or administrative proceeding brought against ICG or Client
pursuant to this Agreement or any other agreement between ICG and
Client, due to any misstatements of material fact or the omission of a
material fact in regards to any information or documentation furnished
by Client to ICG and utilized by ICG as long as ICG's actions did not
constitute negligence in connection with the action that was brought.
VII. ASSIGNMENTS
This Agreement is binding and shall insure to the benefit of the parties
hereto and their respective successors and assigns, provides that
notwithstanding the foregoing, neither party shall assign or transfer
any rights or obligations hereunder, except that:
A. Client may assign or transfer this Agreement to a successor
corporation in the event of a merger, consolidation, or
transfer or sale of all of the assets of Client, provided that
no such further assignment shall relieve Client from liability
for the obligations assumed by it hereunder.
B. ICG may assign or transfer this Agreement to any member, which
is an affiliate of ICG, provided that no such assignment shall
relieve ICG from liability for its obligations hereunder.
VIII. ENTIRE AGREEMENT
Each of the parties hereby covenants that this Agreement is intended to
and does contain and embodies herein all of the understandings and
agreements, both written and oral, of the parties hereby with respect to
the subject matter of this Agreement, and that there exists no oral
agreement or understanding, expressed or implied, whereby the absolute,
final and unconditional character and nature of this Agreement shall be
in any way invalidated or adversely affected. There are no
representations or warranties other than those set forth herein.
IX. ADDRESS OF PARTIES
Each party shall at all times keep other party informed as to its
principal place of business. The parties shall also notify the other
party of any change of address.
X. NOTICES
All notices that are required to be given may be sent pursuant to the
provisions of this Agreement and shall be sent to the parties' principal
place of business by certified mail, with return receipts requested, or
by overnight package delivery service. Notices shall be valid from the
date of mailing as indicated by registered postmark or validated airmail
receipt.
XI. TERM
This Agreement will commence on 1st of April, 2005, and continue for six
( 6 ) months, renewable upon the completion of the initial term, if both
Parties agree.
XII. MODIFICATION AND WAIVER
Modification or waiver of any of the provisions of this Agreement shall
be effective only if made in writing and executed with the same
formalities as are present in this
Agreement.
XIII. COUTERPARTS
o This Agreement may be executed in one or more counterparts and by
facsimile, all of which taken together shall be deemed as
original.
AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED:
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxxx Xxx Gjol
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Public Company Management Corp., Ibis Consulting Group, LLC
Xxxxxxx Xxxxx, President / CEO
Xxxxxxx Xxx Gjolme, Principal
