[LETTERHEAD]
CLIENT SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 4th day of May, 2000, between
CONTINENTAL CAPITAL & EQUITY CORPORATION, located at 000 Xxxxxx Xxxxxxx Xxxx,
Xxxxx 000, Xxxxxxxx, XX 00000, (hereinafter referred to as "CCEC") and MOBILE
PET SYSTEMS INC., located at 0000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxx,
XX 00000 (hereinafter referred to as the "Company").
WITNESSETH:
WHEREAS, CCEC is a financial relations and direct marketing advertising
firm specializing in the dissemination of information about publicly traded
companies, and
WHEREAS, the Company is publicly held with its common stock trading on
the Over The Counter Bulletin Board, and
WHEREAS, the Company desires to publicize itself with the intention of
making its name and business better known to shareholders, investors, brokerage
houses, institutional investors, analysts and other industry professionals, and
WHEREAS, CCEC is willing to accept the Company as a client.
NOW THEREFORE, in consideration of the mutual covenants herein contained, it is
agreed:
1. ENGAGEMENT: The Company hereby engages CCEC to publicize the Company to
brokers, prospective investors, institutional investors, analysts, other
industry professionals and shareholders described in Section 2 of this
Agreement, and subject to the further provisions of this Agreement. CCEC hereby
accepts the Company as a client and agrees to publicize it as described in
Section 2 of this Agreement, but subject to the further provisions of this
Agreement.
2. MARKETING PROGRAM: Consists of the following components:
(A) CCEC will review and analyze various aspects of the Company's goals
and make recommendations on feasibility and achievement of desired goals.
(B) CCEC will review all of the general information and recent filings
from the Company and produce up to a 50,000 piece direct mail package to
include an 11" X 17" self mailer and an ample number of corporate profiles so
as to allow for one profile for each respondent to the original mailing, both
items to be approved by the Company prior to circulation.
(C) CCEC will provide exposure to its network of firms and brokers that
may be interested in participating with the Company and schedule and conduct
the necessary due diligence and obtain the required approvals necessary for
those firms to participate. CCEC will also interview and make determinations on
any firms or brokers referred by the Company with regard to their participation
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Initial-Company Initial-CCEC
(D) At the Company's request, CCEC will be available to the Company to
field any calls from firms and brokers inquiring about the Company.
(E) CCEC will use its best efforts to obtain the Company exposure on
radio programming, in independent financial newsletters, and through on-line
fax and Internet broadcast services.
(F) CCEC will promote the Company on the Worldwide Internet via CCEC's
home web site (xxx.xxxxxxxxxxxxxxxx.xxx). Further CCEC shall create banner
ads for placement on financial web sites with hyperlinks back to the
Company's feature page on CCEC's home Web site. The banner ads shall run for
two (2) months.
(G) At the Company's request, CCEC shall write, produce and assist the
Company in releasing all press announcements. The Company shall be solely
responsible for paying all fees associated with the actual release(s) through
BusinessWire, PR Newswire, or any other comparable news dissemination source.
(H) CCEC will create, build and continually enhance a fax database of
all brokers, investors, analysts and media contacts who have expressed an
interest in receiving on-going information on the Company. CCEC will assist
the Company in setting up an account with a fax broadcasting agency to
manage the actual broadcasting in the event Company does not have this
capability in-house. Further, CCEC will, at its election, mass-fax broadcast
select releases to its network of U.S. stockbrokers, analysts and
institutional investors.
(I) CCEC will obtain express written approval from the Company on all
material produced by CCEC prior to disseminating the information to the
public.
3. TIME OF PERFORMANCE: Services to be performed under this Agreement shall
commence upon execution of this Agreement and shall continue for a period of
six (6) months.
4. COMPENSATION AND EXPENSES: In consideration of the services to be
performed by CCEC, the Company agrees to pay compensation to CCEC as follows:
(A) Fifty thousand dollars ($50,000.00), payable in cash and due upon
execution of this Agreement, plus
(B) Thirty-five thousand common shares restricted pursuant to Rule 144,
however will carry piggy-back registration rights on the SB-2 filing expected
to be filed by the Company within the next 90 days, plus
(C) CCEC shall also be entitled to receive an option or warrant to
purchase up to 100,000 common shares of the Company's stock, valued as follows:
-50,000 shares at $6.00
-50,000 shares at $7.00
The Company shall agree to issue CCEC piggyback registration rights for
the common shares underlying the option/warrants listed above, whereby these
shares will be registered for resale by CCEC on the first applicable
Registration Statement filed by the Company with the U.S. Securities &
Exchange Commission; said underlying common shares shall be held by the
Company until such time as CCEC elects to exercise its option or warrant to
purchase the common shares. The term of the option/warrant shall expire 48
months from the date the Client Service Agreement if formally executed.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The Company represents
and warrants to CCEC, each such representation and warranty being deemed to
be material that:
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(A) The Company will cooperate fully and timely with CCEC to enable CCEC
to perform its obligations under this Agreement.
(B) The execution and performance of this Agreement by the Company has
been duly authorized by the Board of Directors of the Company in accordance
with applicable law, and, to the extent required, by the requisite number of
shareholders of the Company;
(C) The performance by the Company of this Agreement will not violate
any applicable court decree, law or regulation, nor will it violate any
provisions of the organizational documents of the Company or any contractual
obligation by which the Company may be bound.
(D) The Company will promptly deliver to CCEC a complete due diligence
package to include latest 10K, latest 10Q, last six (6) months of press
releases and all other relevant materials, including but not limited to
corporate reports, brochures, etc.
(E) The Company will promptly deliver to CCEC a list of names and
addresses of all shareholders of the Company of which it is aware.
(F) The Company will promptly deliver to CCEC a list of brokers and
market makers of the Company's securities, which have been following the
Company.
(G) Because CCEC will rely on such information to be supplied it by the
Company, all such information shall be true, accurate, complete and not
misleading, in all respects.
(H) The Company will act diligently and promptly in reviewing materials
submitted to it by CCEC to enhance timely distribution of the materials and
will inform CCEC of any inaccuracies contained therein prior to the projected
publication date.
6. DISCLAIMER BY CCEC: CCEC WILL BE THE PREPARER OF CERTAIN PROMOTIONAL
MATERIALS. CCEC MAKES NO REPRESENTATION THAT (A) ITS SERVICE WILL RESULT IN
ANY ENHANCEMENT TO THE COMPANY (B) THE PRICE OF THE COMPANY'S PUBLICLY TRADED
SECURITIES WILL INCREASE, (C) ANY PERSON WILL PURCHASE SECURITIES IN THE
COMPANY, OR (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN OR WITH THE
COMPANY.
7. EARLY TERMINATION: If the Company fails to cooperate with CCEC, or fails
to make timely payment of the compensation set forth in Section 4 of this
Agreement CCEC shall have the right to terminate any further performance
under this Agreement. In such event all compensation shall become immediately
due and payable and/or deliverable, and CCEC 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 acknowledging and agreeing that it would be too
difficult currently to determine the exact extent of CCEC's damage, but that
the receipt and retention of such compensation is reasonable present estimate
of such damage.
8. LIMITATION OF CCEC LIABILITY: If CCEC fails to perform its services
hereunder, its entire liability to the Company shall not exceed the lessor of
(a) the amount of cash compensation CCEC has received from the Company under
Section 4 of this Agreement or (b) the actual damage to the Company as a
result of such non-performance. IN NO EVENT WILL CCEC BE LIABLE FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM AGAINST THE
COMPANY BY ANY PERSON OR ENTITY ARISING FROM OR IN ANY WAY RELATED TO THIS
AGREEMENT, UNLESS SUCH DAMAGES RESULT FROM THE USE, BY CCEC, OF INFORMATION
NOT AUTHORIZED BY THE COMPANY.
9. OWNERSHIP OF MATERIALS: All right, title and interest in and to materials
to be produced by CCEC in connection with the contract and other services to
be rendered under this Agreement shall be and remain the sole and exclusive
property of CCEC, except that if the Company performs fully and timely its
obligations hereunder, it shall be entitled to receive upon written request,
one hundred (100) copies of all such materials.
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Initial-Company Initial-CCEC
10. CONFIDENTIALITY: Until such time as the same may become publicly known,
CCEC agrees that any information of a confidential nature will not be revealed
or disclosed to any person or entity, except in the performance of this
Agreement, and upon completion of its services and upon written request of the
Company all materials and original documentation provided by the Company will
be returned to it. CCEC will, however, require Confidentiality Agreements from
its own employees and from contractors CCEC reasonably believes will come in
contact with confidential material.
11. NOTICES: All notices hereunder shall be in writing and addressed to the
party at the address herein set forth and shall be given by personal delivery,
by certified mail, express mail or by national overnight courier services.
Notices will 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 will 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.
12. SEPARABILITY: If one or more of the provisions of this Agreement shall be
held invalid, illegal, or unenforceable in any respect, such provision, to the
extent invalid, illegal, or unenforceable, and provided that such provision is
not essential to the transaction provided for by this Agreement, shall not
affect any other provision hereof, and the Agreement shall be construed as if
such provision had never been contained herein.
13. ARBITRATION: Any controversy or claim arising out of or relating to the
Client Service Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the commercial arbitration rules of the
American Arbitration Association, and judgement upon the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction thereof.
14. MISCELLANEOUS:
(A) GOVERNING LAW: This Agreement shall be governed by and interpreted
under the laws of the State of Florida where CCEC has been organized and this
Agreement has been accepted by CCEC. Venue for all litigation shall be
Seminole County, Florida.
(B) CURRENCY: In all instances, references to dollars shall be deemed to
be United States Dollars.
(C) MULTIPLE/FAXED COUNTERPARTS: This Agreement may be executed in
multiple counterparts, and by fax transmission, each of which shall be deemed
an original.
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Executed as a sealed instrument as of the last day and year shown hereunder.
CONFIRMED AND AGREED ON THE 12th DAY OF May 2000
CONTINENTAL CAPITAL & EQUITY CORPORATION
By: /s/ Xxxx X. Xxxxx /s/ Xxxx X. Xxxxxx
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CCEC Representative CCEC Officer
/s/ Xxxx X. Xxxxx /s/ Xxxx X. Xxxxxx
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Print Name Print Name
/s/ Xxxxx X. Xxxx /s/ Xxxxx X. Xxxx
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Witness Witness
/s/ Xxxxx X. Xxxx /s/ Xxxxx X. Xxxx
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Print Name Print Name
CONFIRMED AND AGREED ON THE 12th DAY OF May 2000
COMPANY NAME
By: /s/ Xxxx Xxxxx /s/ [ILLEGIBLE]
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Duly Authorized Witness
/s/ Xxxx Xxxxx /s/ [ILLEGIBLE]
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Print Name Print Witness
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