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FINANCIAL PUBLIC RELATIONS AGREEMENT
This financial Public Relations Agreement (this "Agreement") is made and
entered into effective the 18th day of September, 1997, between Harvard
Scientific Corporation, a Nevada corporation (the "Company"), having offices at
000 Xxxxx Xxxxxxxxx, Xxxxx 00-X, Xxxx, Xxxxxx, 00000 and X.X. Xxxxxx & Co.,
Inc., a California corporation (the "Consultant"), having offices at 00 Xxxxxxx,
Xxxxxx, Xxxxxxxxxx 00000, based on the following:
PREMISES
A. The Company is a publicly held corporation with its securities
currently traded on the OTC 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 the benefits to be derived therefrom,
it is hereby agreed as follows:
AGREEMENT
1. ENGAGEMENT OF CONSULTANT. The Company hereby engages Consultqant 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 the Consultant as it pertains to the desirability and suitability of
an investment in 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 of information for the Company's
shareholders; assisting in long-term financial planning, including borrowings,
equity financing and other opportunities; providing advice concerning the
existing and
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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
conversion of currently issued and outstanding warrants, options, or convertible
securities.
2. MARKETING. Harvard Scientific Corp. Shall furnish to Consultant
disclosure and filing materials, financial statements, business plans,
promotional materials, annual reports and press releases. Consultant may rely
on, and assume the accuracy of all such material. Consultant may disseminate
through the use of media and advertisement the contents of such material and any
research reports on the company, except any thereof that the company notifies
consultant are inaccurate. 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. COMPENSATION TO CONSULTANT. The consultant is to be paid by the Company
a initial retainer of 400,000 HVSF common shares. This fee is payable upon
execution of this Agreement. Retainer payments of $10,000.00 are to be paid to
the Consultant by the Company in 30-day intervals. First payment to be paid to
the Consultant by the Company on October 1, 1997.
4. REIMBURSEMENT OF COST. Consultant shall be reimbursed by the Company
for all reasonable and necessary out-of-pocket expenses incurred by Consultant
in connection with the performance of its obligations under the terms of this
Agreement. All expenses are to be mutually agreed upon in advance.
5. TERM. This Agreement shall commence on the date hereof and will
terminate on the earliest of the following:
(a) Six Months from the date of execution.
(b) Consultant can be terminated 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 of Company; dishonesty related to independent contractor status.
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(c) Company can be terminated for cause by Consultant upon 30-days
written notice. Cause shall be determined solely as to the following: violation
of any rule or regulation of any regulatory agency; material breach of the
Agreement.
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. 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. The Company shall have no authority to act
on behalf of or bind the Consultant and shall take no action which purports to
bind the Consultant.
8. 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 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 in 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.
9. PREVIOUS AGREEMENT. The Agreement between Harvard Scientific Corp. and
X. X. Xxxxxx & Co., Inc. Dated August 4, 1997 is terminated.
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10. GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the state of Nevada.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/Xxx X. Xxxxxxxx/ Date 9/18/97
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Xxx X. Xxxxxxxx
Chief Executive Officer
Harvard Scientific Corp.
/Xxx X. Xxxxxx/ Date 9/18/97
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Xxx X. Xxxxxx
President
X.X. Xxxxxx & Co., Inc.
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