Exhibit 10.7
Warrant Agreement between the Registrant and Chesapeake Group, dated January 6,
2004.
INVESTOR RELATIONS AGREEMENT
The Chesapeake Group IR, Inc., a full service investor relations company,
specializes in providing marketing know-how to publicly traded emerging growth
companies. While Chesapeake Group specializes in strategic management of
investor relations for emerging growth companies, they also provide public
relations services, press release distribution and Internet related services for
website development.
Agreement made this 6th day of January 2004, between WorldTeq Group
International, Inc. (hereinafter referred to as "Corporation"), and Chesapeake,
Inc. (hereinafter referred to as "Consultant"; collectively referred to as the
"Parties"):
Recitals:
The Corporation desires to engage the services of the Consultant to perform the
Corporation's consulting services regarding all phases of the Corporation's
"Investor Relation" including broker/dealer relations as such may pertain to the
operation of the Corporation's business.
The Consultant will consult with the Board of Directors, the Officers of the
Corporation, and certain administrative staff members of the Corporation,
undertake the Corporation's financial public relations activities which involve
corporate relations and relationships with various financial service industry
professionals, including, but not limited to broker/dealers involved in the
regulated securities industry.
AGREEMENT
The respective duties and obligations of the contracting Parties shall be for a
period of twelve (12) months commencing on the date first appearing above.
Either party only in accordance with the terms may terminate this Agreement and
conditions set forth below.
Services Provided by Consultant
Consultant will provide consulting services in connection with the Corporation's
"investor relations" dealings with NASD broker/dealers and the investing public.
(At no time will the Consultant provide services which would require Consultant
to be registered and licensed with any federal or state regulatory body or
self-regulating agency.) During the term of this
Agreement, Consultant will provide those services customarily provided by an
investor relations firm to a Corporation, including but not limited to the
following:
(a) Aiding the Corporation in developing a marketing plan directed at informing
the investing public (including institutional investors) as to the business of
the Corporation; and
(b) Providing the Corporation with and in-depth marketing and advertising
program
(c) Assisting the Corporation with Securities related regulatory matters
(d) Aid and advise the Corporation in establishing a means of securing
nationwide interest in the Corporation's securities; and
(e) Providing the Corporation with coaching for conference calls and road shows
and
arrange for broker/dealer presentations for investors at Consultant's expense.
(f) Helping the Corporation with Industry Research
(g) Aid and consult with the Corporation in the preparation and dissemination of
press releases and news announcements; and
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(h) Aid and consult with the Corporation in the preparation and dissemination of
all "due diligence" packages requested by and furnished to NASD registered
broker/dealers, the investing public, and/or other institutional and/or fund
mangers requesting such information from the Corporation.
Compensation
In consideration for the services provided by Consultant to the Corporation,
the Corporation will provide the following compensation to Consultant:
1 million common stock purchase warrants exercisable at $.25.
Corporation will pay all legal costs for registration of warrants, and any
future registration statements.
Compliance
At the time Consultant gives notice to the Company of its execution of the
Warrants referred to above, common shares underlying the warrants, delivered by
Corporation to Consultant will, at that particular time be free trading, or if
not, the shares shall be incorporated in the next registration statement filed
by the Corporation. The warrants shall have "piggyback" registration rights and
will, at the expense of the Corporation, be included in said registration
statement in a timely manner.
Representation of Corporation
The Corporation, upon entering this Agreement, hereby warrants and guarantees to
the Consultant that to the best knowledge of the Officers and Directors of the
Corporation, all statements, either written or oral, made by the Corporation to
the Consultant are true and accurate, and contain no material misstatements, or
omission fact. Consultant acknowledges that estimates of performance made by
Corporation are based upon the best information available to Corporation
officers at the time of said estimates of performance. The
Corporation acknowledges that the information it delivers to the Consultant will
be used by the Consultant in preparing materials regarding the Company's
business, including but not necessarily limited to, its financial condition, for
dissemination to the public. Therefore, in accordance with Paragraph 6, below,
the Corporation shall hold the Consultant harmless from any and all errors,
omissions, misstatements, except those made in a negligent or
intentionally misleading manner in connection with all information furnished by
Corporation to Consultant. I
Limited Liability
With regard to the services to be performed by the Consultant pursuant to the
terms of this Agreement, the Consultant shall not be liable to the Corporation,
or to anyone who may claim any right due to any relationship with the
Corporation, for any acts or omissions in the performance of services on the
part of the Consultant, except when said acts or omissions of
the Consultant are due to its misconduct or negligence.
Termination
Either party upon the giving of not less than ninety (90) days written notice
may terminate this Agreement, delivered to the parties at such address or
addresses as set forth in Paragraph below. Any such notice shall be deemed to
be properly given when transmitted by way of registered mail. The ninety (90)
days termination period shall not begin until the other party has
received or is deemed to have received the notice of termination.
Notices
Notices to be sent pursuant to the terms and conditions of this Agreement, shall
be sent as follows:
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Xxxxx Xxxxxx Xxxx Xxxxxxxxx, Chairman and CEO
The Chesapeake Group IR, Inc. WorldTeq Group International, Inc.
0000 Xxxx Xxxx 00 Xxxx Xxxx Xxxxx
Xxxxx 000 Xxxxx 000
Xxxxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Attorney's Fees
In the event any litigation or controversy arises out of or in connection with
this Agreement between the Parties hereto, the prevailing party in such
litigation, arbitration or controversy, shall be entitled to recover from the
other party or parties, all reasonable attorney's fees expenses and suit costs,
including those associated within the appellate or post-judgment
collections proceedings.
Arbitration
In connection with any controversy or claim arising out of or relating to this
Agreement, the Parties hereto agree that such controversy shall be submitted to
arbitration, in conformity with the Federal Arbitration Act (Section 9 U.S. Code
Section 901 et seq), and shall be conducted in
accordance with the Rules of the American Arbitration Association. Any judgment
rendered as a result of the arbitration of any dispute herein, shall upon being
rendered by the arbitrators be submitted to a Court of competent jurisdiction
with the state of Maryland.
Governing Law
This Agreement shall be construed under and in accordance with the laws of the
State of Maryland. All parties hereby consent to the state of Maryland as the
proper jurisdiction for any such proceeding if applicable
Parties Bound
This Agreement shall be binding on and inure to the benefit of the contracting
parties and their respective heirs, executors, administrators, legal
representatives, successors, and assigns when permitted by this Agreement.
Legal Construction
In case any one or more of the provisions contained in this Agreement shall, for
any reason, be held to be invalid, illegal, or unenforceable in any respect, the
validity, illegality, or unenforceability shall not affect any other provision,
and this Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been in it.
Prior Agreements Superseded
This Agreement constitutes the sole and only Agreement of the contracting
parties and supercedes any prior written or oral agreements between the
respective parties. Further, this Agreement may only be modified or changed by
written agreement signed by all the parties hereto.
Multiple Copies or Counterparts of Agreement
One or more of the Parties may execute the original and one or more copies of
this Agreement hereto. In such event, all such executed copies shall have the
same force and effect as the executed original, and all of such counterparts
taken together shall have the effect of a fully executed original. Further, this
Agreement may be signed by the parties and copies hereto delivered to each party
by way of facsimile transmission, and such facsimile copies shall
be deemed original Copies for all purposes if original copies of the parties'
signatures are not delivered.
Liability for Expenses
All fees and costs incurred in relation to the services provided by the
Consultant shall be the responsibility of the Consultant, except those fees and
costs previously approved in writing by an Officer of the Corporation.
Headings
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Headings used throughout this Agreement are for reference and convenience and in
no way define by presentation, limit or describe the scope or intent of this
Agreement.
IN WITNESS WHEREOF, the Parties have set their hands and seal as of the
date written above.
BY: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Chief Executive Officer The Chesapeake Group IR, Inc.
BY: /s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx, Chairman and CEO
WorldTeq Group International, Inc.
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