AGREEMENT FOR FINANCIAL PUBLIC SUPPORT / RETAIL SUPPORT
This INVESTOR RELATION SERVICES Agreement (this "Agreement") is made effective
as of February 24, 2000, by and between "REMEDENT USA, INC." ET. AL, and THE
CHARTERBRIDGE FINANCIAL GROUP, INC. In this Agreement, the party who is
contracting to receive the services shall be referred to as "REMM" or "CLIENT",
and the party who will be providing the services shall be referred to as "CFG".
CFG and "REMM" shall cumulatively referred to as "the parties" hereinafter.
1. DESCRIPTION OF SERVICES. Beginning on February 24, 2000, CFG will provide
the following services (collectively, the "Services") to enhance REMM
visibility and market value:
A. Produce (Concept, Research, Writing, Printing) a CLIENT
Shareholder Communication/Investor Relations piece which shall be
distributed Bi-monthly (Every Other Month). This Investor
Relations (hereinafter referred to as "IR") piece include
relevant milestone updates, contract news, earnings/revenue
growth updates, and financing news about CLIENT;
B. Distribute to selective CFG shareholders via e-mail CLIENT news
and information;
C. Monitor OTC Internet Message Boards regarding CLIENT;
D. Add CLIENT information to Interactive CFG portfolio page website;
E. Participate in CLIENT due diligence presentation to market
makers;
F. Schedule live monthly radio interview featuring CLIENT (to be
scheduled pursuant to availability);
G. Assist in drafting press releases as is appropriate and in
concert with CLIENT's milestones and newsworthy events;
H. Distribute press releases to CLIENT shareholders;
I. *Distribute CLIENT news and relevant information to market
makers, financial media, selected internet stock pages/threads
and OTC analyst community;
J. Present CLIENT to various media, periodical sources;
K. Provide general financial public relations support to CLIENT; and
L. **Feature Company in Monthly "Live-Chat" Internet Broadcasts.
*CLIENT agrees to complete and return signed PR Newswire membership
application for distribution of press releases or provide PR Newswire
account number to CFG.
**Additional charge of $1,800 per live chat plus production and
internet/broadcast fees.
2. PAYMENT FOR "IR" PRODUCTION SERVICES. REMM will pay annually for services
described herein. The fees shall be payable as follows:
3.
****PLEASE REFER TO ATTACHED APPENDIX `A' FOR ****
****CFG'S COMPENSATION****
4. REGISTRATION OF SHARES. CFG shall have `piggy-back' registration rights for
all shares issued in accordance with this agreement. Appropriate registration
shall be delivered to CFG within 3 business days of filing.
5. TERM/TERMINATION. This Agreement is a quarterly agreement for the term of one
(1) year and shall terminate automatically on February 23, 2001. However, the
CLIENT or CFG shall have the right to terminate the balance of this agreement at
any time after the 75th day following the mutual execution of this Agreement by
the parties, providing written notice is given to the other party at least
fifteen (15) days prior to the expiration of the current quarter of the
Agreement. Quarterly payments of cash and/or stock shall become immediately due
and payable upon termination.
6. NON CIRCUMVENTION. In and for valuable consideration, CLIENT hereby agrees
that CFG may introduce it (whether written or oral, data, or otherwise made by
CFG) to Opportunities, including, without limitation, existing or potential
investors, lenders borrowers, trust, corporations, unincorporated business
entities. CLIENT further acknowledges and agrees that the identity of the
subject Opportunities, and all other information concerning the Opportunity
(including without limitation, all mailing information, phone and fax numbers,
email addresses and other contact information) introduced hereunder are the
property of CFG, and shall be treated as confidential information. CLIENT shall
not use such information except in the context of any joint venture with CFG,
and never without CFG's prior written approval. CLIENT further agrees that they,
nor their company, employees, affiliates or assigns, shall not enter into, or
any of its affiliates, or accept any compensation or advantage in relation to
the Opportunity except as directly through CFG, without the prior written
approval of CFG. CFG is relying on CLIENT assent to these terms and their intent
to be bound by the terms be evidence of their signature. Without CLIENT signed
assent to these terms, CFG would introduce any Opportunity or disclose any
confidential information to Second Party as herein described.
7. CONFIDENTIALITY. CFG will not at any time or in any manner, either directly
or indirectly, use for the personal benefit of CFG, or divulge, disclose, or
communicate in any manner any information that is proprietary to REMM without
REMM's express written consent. CFG will protect such information and treat it
as strictly confidential. This provision shall continue to be effective after
the termination of this Agreement. Upon termination of this Agreement, CFG will
return to REMM all records, notes, documentation and other items that were used,
created, or controlled by CFG during the term of this Agreement.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties, and there are no other promises or conditions in any other agreement
whether oral or written.
9. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that nay provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
10. COUNTERPARTS. If any provision of this Agreement shall be held to be valid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of the Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
11. CHOICE OF LAW. This Agreement shall be governed by, and shall be construed
in accordance with, the laws of the State of California.
12. ARBITRATION. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration administered
by the American Arbitration in accordance with its applicable rules, and
judgment upon an award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.
Party contracting services: Service Provider:
REMEDENT USA, INC. THE CHARTERBRIDGE FINANCIAL GROUP, INC.
By: By:
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