EXHIBIT 6.5
Agreement between Axion Spatial Imaging Inc.
And
Banakor Swisse S.A.
Axion retains the services of Banakor Swisse to act as an overseas
(outside North America) public relations consultant. Banakor Swisse
agrees to perform the following services:
a) A mail-out to 50,000 individual potential investors;
b) Banakor Swisse must show evidence of the mail-out to Axion;
c) Keep these potential investors informed of any new press
releases occurring during the year;
d) Provide Axion a written monthly report on public relations
activities and feedback from potential/actual overseas
investors.
1. In consideration of the above services, Axion agrees to pay to
Banakor Swisse a total fee of $150,000.00 USD payable only in
shares of common stock of the Company at $.25 USO per share.
a) The shares will not be issued until the evidence of the mail-
out has been shown to Axion and Axion receives a proper
invoice.
b) The maximum shares to be paid out under this agreement are
600,000 shares. The shares shall be "restricted securities'
as that term is defined in Rule 144 under the Securities Act
of 1933, as amended.
2. With respect to the purchase of the Shares, Buyer warrants and
represents the following:
a) Buyer has been fully advised of the financial condition of
the Company, has been allowed to review all relevant
financial, business and legal documentation sufficient to
enable it to evaluate its investment in the Shares. No
representation or inducement has been made to Buyer which
conflicts with this information;
b) Buyer has been provided with all materials and information
requested by Buyer or its representatives, including any
information requested to verify any information furnished,
and Buyer has been provided the opportunity for direct
communication with the Company and its representatives
regarding the purchase made by this Agreement, including the
opportunity to ask questions of and receive answers from the
executive officers and directors of the Company;
c) Buyer has sufficient knowledge and experience in financial
and business matters and is capable of evaluating the merits
and risks of this investment and of making an informed
investment decision with respect to the investment,
d) Buyer is able to bear the economic risk of an investment in
the Shares and, at the present time, is able to afford a
complete loss of such investment;
e) Buyer was not solicited by any leaflet, public promotional
meeting, circular, newspaper or megamzine article, radio or
television advertisement, or any other form of general
advertising or solicitation in connection with the offer,
sale, or purchase of Company securities;
f) Buyer understands and acknowledges that the Shares will be
'restricted securities' as that term is defined in Rule 144
promulgated under the Securities Act, and that the
certificate(s) representing the Shares will bear a legend
similar to the following:
The securities represented by this certificate have not
been registered under the Securities Ad of 2933, as
amended the 'Act') and are 'restricted securities' as that
term is defined in Rule 244 as promulgated under the Act.
The securities may not be sold of transferred for value
without an effective registration statement under the
Act;, pursuant to the provisions of Rule 144 under the
Act, or pursuant to an exemption from registration under
the Act, the availability of which is to be established to
the satisfaction of the Company;
h) At the time Buyer was offered the Shares, it was, and at the
date of this Agreement is, and at the Closing Date it will
be, an accredited investor' as that term is defined in Rule
501(a) under the Securities Act.
3. This agreement will not take effect until the Stock Purchase
agreement between Axion and Banakor Swisse S.A. has been signed and
the first payment due in that agreement; has been received by
Axion. Banakor Swisse will be notified in writing when this
condition has been met.
4. This agreement shall inure for the benefit of and be binding
upon both the parties hereto and their respective successors and
assigns.
For Axion Spatial Imaging For Banakor Swisse S.A.
/s/ Xxx Xxxxxxx /s/ Xxxxxx Xxxxxxxxxxx
10/14/99 10/12/99
Date: ___________________ Date: ____________________
