PROFESSIONAL SERVICE AGREEMENT
between Peabodys Coffee Inc, (Refereed to as "PBDY")
0000 Xxxxxxxx Xxxx, Xxxxx 0,
Xxxxxxx,
XX 00000
and Xxxxxxx, Xxxx & Associates, Inc., (Referred to as "ELA")
00000 Xxxxxx Xxx,
Xxxxxx Xxxxx,
XX 00000
Whereas, PBDY desires to seek investor relations representation in Germany and
other European countries and,
Whereas, PBDY desires ELA to represent PBDY through its affiliations in Germany
("affiliates") and other European countries for disseminating investor relations
(I.R.) information and creating awareness of PBDY in the European financial
community.
NOW THEREFORE, in consideration of the foregoing and the mutual promises, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. ELA, upon receipt of all documentation listed in Exhibit A attached hereto,
will use its best efforts to seek a listing of PBDY shares on the Tradegate
Stock Exchange, pursuant to the terms of Section 6a. Also, ELA, through its
German affiliates, will distribute and disseminate information exclusively
provided by PBDY to existing and potential shareholders in Europe.
2. ELA will provide such services as listed in Exhibit B for a period of four
months, beginning on the date the full cash and stock fee is received by
ELA, pursuant to the terms of Section 6.
3. PBDY will make a good faith effort to keep ELA informed and advised about
all public information available about PBDY and that information alone will
be the source of information for dissemination and translation to
shareholders or other interested parties in Europe.
4. PBDY will send to ELA three copies of all filings made by PBDY with the
Securities and Exchange Commission, NASD or other Stock Exchanges,
immediately upon filing. One copy of every filing/press release will be
faxed directly to the U.K. office of ELA.
5. PBDY's personnel will be available to ELA's affiliates for periodic
updates, upon reasonable notice.
PBDY Initials:_____ Page 1 ELA Initials:_____
6. ELA's remuneration for the above services outlined will be as follows:
a) PBDY will pay ELA a total of $42,500 USD in cash. An initial amount
of $5,000 will be paid directly to ELA coincident with the signing of
this agreement, a second amount of $37,500 (being the balance of the
$42,500 cash fee) will be paid to ELA within 30 days of the closing of
the acquisition of Arrosto Coffee by PDBY or in the event of
Investment Capital is secured for PBDY such $37,500 will be paid to
ELA directly from escrow upon the closing the financing.
b) PBDY will issue 100,000 restricted shares (Rule 144 of the
Securities Act of 1933) of common stock, coincident with the signing
of this agreement, to ELA with piggyback registration rights.
7. Special Conditions (Road-Show Presentations):
All road show presentations will be at the Company's request and billed
separately at $4,500 USD per location. Each presentation is usually a
luncheon for up to approximately 40 invited guests/investors. Also, related
cost such as travel and expenses are approximately $1,500 USD per
presentation, for a total cost to the Company of $6,000 per location. We
highly recommend at least two (2) road-show presentations per year.
8. Indemnification.
The Company agrees to indemnify and hold ELA, its attorneys and all of its
officers, directors, employees, affiliates and agents harmless from and
against any and all manner of actions, causes of action, claims, demands,
costs, damages, liabilities, losses, obligations and expenses (including
actual attorney's fees) arising or resulting from or related to ELA's
performance of the services pursuant hereunder, unless they are due to
breach of this agreement or gross negligence or wilful misconduct of ELA.
9. Law, Forum and Jurisdiction.
This agreement shall be construed and interpreted in accordance with the
laws of the State of California. The parties agree that any dispute arising
under or with respect to or in connection with this agreement, whether
during the term of this agreement or at any subsequent time, shall be
resolved fully and exclusively by binding arbitration in accordance with
the commercial rules then in force of the American Arbitration Association
and the proceedings taking place in Santa Ana, California.
10. Attorney's Fees.
In the event that any party institutes any action to enforce this Agreement
or to secure relief from any default hereunder or breach hereof, the
prevailing party shall be entitled to reimbursement from the non-prevailing
party for all costs, including reasonable attorney's fees, incurred in
connection therewith and in enforcing or collecting any judgment rendered
therein.
11. Confidentiality.
PBDY Initials:_____ Page 2 ELA Initials:_____
The PBDY and ELA agree that unless and until mutually agreed upon, they and
their representatives will hold in strict confidence all data and
information obtained with respect to the other party or any subsidiary
thereof from any representative, officer, director or employee, or from any
books or records or from personal inspection, of such other party, and
shall not use such data or information or disclose the same to others,
except:
(i) to the extent such data or information are a matter of public
knowledge or are required by law to be published; and,
(ii) to the extent that such data or information must be used or
disclosed in order to consummate the transactions contemplated by this
Agreement.
12. Entire Agreement.
This Agreement applies to transactions, which involve successors, assigns,
affiliates or subsidiary companies or entities. This agreement represents
the entire agreement between the parties hereto relating to the subject
matter hereof. This agreement alone fully and completely expresses the
agreement of the parties relating to the subject matter hereof and there
are no other courses of dealing, understandings, agreements,
representations or warranties, written or oral, except as set forth herein.
This Agreement may not be amended or modified, except by a written
agreement signed by all parties hereto.
Wherefore, the parties have executed this Agreement this ____ day of December
1999.
Peabody's Coffee Inc,
By: ____________________________
Name:
XXXXXXX, XXXX & ASSOCIATES, INC.
By: ____________________________
Xxxx Xxxx, Chairman
PBDY Initials:_____ Page 3 ELA Initials:_____
EXHIBIT A
INFORMATION REQUIRED FOR LISTING APPROVAL ON A GERMAN STOCK EXCHANGE:
1. The Company=s latest Form 10K or Annual Report *
2. Corporate brochure or corporate overview (if available)
3. Last 6 months press releases *
4. Copies of any media or analyst reports (if available)
5. Standard & Poor listing sheet (if available)
6. A letter on the Company=s letterhead addressed as follows: *
* Mandatory
Dear Sirs,
We hereby apply for a listing on the Tradegate Stock Exchange at as early a date
as possible.
We are looking forward to being a participant in this market as soon as
possible.
Very truly yours,
Peabody's Coffee Inc,
By:______________________________ Date:__________________
Name:
PBDY Initials:_____ Page 4 ELA Initials:_____
EXHIBIT B
1. Research Report in German. This report is a summary and profile of your
Company (products, services, management-background, outlook, etc.), which
gives potential investors a scenario of your Company. This report will be
sent to about 1,500 potential investors, money managers, stock advisory
groups, journalists and publishers who have an interest in company's
industry and business. Interested parties will have the opportunity of
requesting from us the company's investor relation's kit.
2. Media Work. Articles will be strategically placed in the highest circulated
media that that relates to your Company=s business and the stock and
financial markets in general.
3. Permanent Presswork. Mailing and distribution on all company's press
releases and corporate news translated in German and sent out via e-mail
and/or direct mail.
4. Profile. Your corporate profile will be posted on the Internet via the
TeamWork Kommunikations GmbH directory. Your Company will have its own
portrait page with a link to your original homepage in the USA plus all
corporate news and press releases will be posted in English and German
languages.
5. Internet. Create an Internet presence in Europe by exposing the Company's
web site to various financial and industry-related directories including
one of Germany's most visited financial sites (over 200,000 hit per day).
6. Strategy. Our primary focus is strategic communications -- generating
awareness and understanding of a company among members of the financial
community -- traders, analysts, portfolio managers, brokers and individual
investors; the business community, Press Editors and the general public.
Our goal is to get a company's stock fully valued, increase trading volume,
increase the number of foreign shareholders, expand analyst following and
gain international media publicity for your company.
Optional Services and Costs:
----------------------------
* Road Shows. After investors have received information about your
Company, it is recommended that we schedule breakfast and/or lunch
meetings in 2 or 3 European cities (i.e., Hamburg, Frankfurt) with
institutional investors, fund managers and journalists (30 - 50
pre-qualified parties are usually invited).
* Special Conditions (Road-Show Presentations):
-----------------------------------------------
All road show presentations will be at the company's request and billed
separately at $4,500 USD per location. Each presentation is a luncheon
usually for up to approximately 40 qualified invited guests/investors.
Also, related cost such as travel and expenses are approximately $1,500
USD per presentation, for a total cost to the Company of $6,000 per
location. We highly recommend at least two (2) road-show presentations per
year.
PBDY Initials:_____ Page 5 ELA Initials:_____
Advertisements. Several "Tombstone-Ads" should be booked to create
interest in your Company in a way that investors can get a free copy of
the research report and media kit mentioned above. This should be done in
several different media and should be over a period of 4 - 8 weeks at a
time when your Company is in a position to issue favorable corporate news
and press releases:
We recommend running these ads in the following 4 German media: (DER
AKTIONAR, BorseOnline, Das Wertpapier, Euro am Xxxxxxx) each with 5 ads
over a 2 two-month period. This campaign would be a total of 20 ads with
an average price per ad of $1,000 to $1,500 plus a 16% VAT tax.
PBDY Initials:_____ Page 6 ELA Initials:_____
