Exhibit 10.2
------------
STRATEGIC GROWTH
INTERNATIONAL, INC.
August 1, 2004
Mr. Xxxx Sonic
President and CEO
Napoli Enterprises Inc.
000, Xxxxxxxx Xxxxxx
XX-0000, Chisinau, Moldova
Dear Mr. Sonic:
This letter is to confirm and summarize the agreement under which Strategic
Growth International will serve as Investor Relations Consultant ("Consultant")
to Napoli Enterprises Inc. ("the Company").
DUTIES:
-------
As Investor Relations Consultant, we will:
a) Consult with the management of the Company on Investor Relations aspects of
shareholder communications, including how to arrange and conduct meetings
with the professional investment community and investor groups; how to
communicate the corporate message to specified audiences, and how to
enhance relations with security analysts and the financial press.
b) Help develop and implement a comprehensive Investor Relations program as
outlined in Exhibit 1.
c) Provide professional staff services as may be reasonably required to help
the Company carry out its programs and objectives.
LIABILITY:
----------
The Company agrees to indemnify and hold harmless SGI from and against any and
all losses, claims, damages, expenses or liabilities which SGI may incur based
upon information, representations, reports or data furnished by the Company to
the extent that such material is furnished, prepared or approved by for use by
SGI.
Agreed To and Accepted by:
By: /s/ Xxxx Sonic /s/ Xxxxxxx Xxxxxxxxxx
------------------------------ ------------------------------------
Napoli Enterprises Inc. Strategic Growth International, Inc.
Mr. Xxxx Sonic Napoli
Enterprises Inc.
Page 2
OUT OF POCKET EXPENSES:
-----------------------
The Company will reimburse SGI for all reasonable out-of-pocket disbursements,
including travel expenses, made in the performance of its duties under this
agreement. Items, such as luncheons with the professional investment community,
graphic design and printing, postage, long distance telephone calls, etc., will
be billed as incurred.
RECORDS AND RECORD KEEPING:
---------------------------
SGI will maintain accurate records of all out-of-pocket expenditures incurred on
behalf of the Company. Authorization for projects, operating activities and out
of pocket costs exceeding $500 will be obtained in advance before commitments
are made.
TERMS OF PAYMENT:
-----------------
Xxxxxxxx will be done monthly for the coming month. Expenses and charges will be
included in the following month's xxxx. Payment is due within ten (10) days upon
receipt of invoice.
SERVICE FEES:
-------------
The Company will pay SGI a monthly retainer fee of $10,000.00 (U.S.) a month, to
be wire transferred to the U.S. account of SGI. The first monthly fee will be
paid in advance, upon execution of this Agreement. The Agreement is for a term
of 24 months beginning on August 1, 2004.
The Company agrees to grant 1.9 million common shares ("the shares") to Xxxxxxx
Xxxxxxxxxx and Xxxxxxx Xxxxxx. Such shares will be issued 50% each in the name
of Xxxxxxx Xxxxxxxxxx and Xxxxxxx Xxxxxx. Such shares shall be vested as
follows: 35% of the shares on execution of this Agreement and the remainder
(65%) on February 2, 2005. Such shares will have piggy-back registration rights
for one year.
In the event of a stock reverse, the amount of post-reverse shares issued to
Xxxxxxx Xxxxxxxxxx and Xxxxxxx Xxxxxx shall be at least 400,000 shares or such
greater amount as determined by the stock reverse. In no event shall the
post-reverse shares issued to Xxxxxxx Xxxxxxxxxx and Xxxxxxx Xxxxxx exceed 5% of
the shares outstanding following such reverse.
Agreed To and Accepted By:
By: /s/ Xxxx Sonic /s/ Xxxxxxx Xxxxxxxxxx
------------------------------ ------------------------------------
Napoli Enterprises Inc. Strategic Growth International, Inc.
Mr. Xxxx Sonic Napoli
Enterprises Inc.
Page 3
TERMS OF AGREEEMENT:
--------------------
The Company shall have the right to terminate this Agreement in six months on
February 1, 2005. Upon such termination in 6 months, the Company has the right
to rescind 50% of the shares upon 10 days prior written notice. Such right shall
be voided if the company has raised at least $2 million of financing (debt
and/or equity) prior to February 1, 2005 from a financial intermediary or
institution that has been introduced by SGI.
The Agreement shall be for a period of 24 months commencing on August 1, 2004,
unless otherwise terminated as provided herein. This Agreement shall be governed
by and subject to the jurisdiction of and laws of New York State and the United
States of America.
Please confirm agreement to the above by endorsing all three (3) copies and
returning two (2) copies to SGI.
AGREED TO AND ACCEPTED BY:
--------------------------
By: /s/ Xxxx Sonic /s/ Xxxxxxx Xxxxxxxxxx
------------------------------ ------------------------------------
Napoli Enterprises Inc. Strategic Growth International, Inc.
EXHIBIT 1
Financial Public Relations Duties
for
Napoli Enterprises Inc.
Strategic Growth International, Inc. will develop a comprehensive financial
relation game plan with the following goals, all of which are designed to
achieve increased and sustained share value:
1. Develop a coordinated package of financial public relations materials,
including PowerPoint, fact sheet, press releases, corporate package, etc. that
is acceptable to the Company. SGI will also review and advise on features and
functionality of the website in this regard.
2. Immediately introduce the Company to financial intermediaries with the goal
of fulfilling the Company's financial needs. This will be accomplished through
meetings in key financial centers including: New York, San Francisco, London,
Geneva, Zurich, Chicago, Los Angeles and Boston.
3. Increase liquidity in the stock with the goal of attaining new market
makers and introducing the Company to professionals in the investment community.
4. Develop institutional ownership in the stock.
5. Assist in obtaining research from reputable institutional sales boutiques
and small cap research analysts.
6. Create financial media opportunities for the Company as appropriate.
7. Obtain invitations to and coordinate participation in financial industry
conferences.
8. Coordinate all day-to-day investor relation's activities - press releases,
dissemination of information, earnings conference calls, etc.
9. Assist in creating opportunities for European buying in the stock.
10. Introduce the Company to financial intermediaries and institutions with a
goal of the Company raising up to 10 million dollars of financing for its
expansion plans.
AGREED TO AND ACCEPTED BY:
/s/ Xxxx Sonic Date: August 1, 2004
--------------------------------------------
Mr. Xxxx Sonic, President and CEO
Napoli Enterprises Inc.
/s/ Xxxxxxx Xxxxxxxxxx Date: August 1, 2004
--------------------------------------------
Xx. Xxxxxxx Xxxxxxxxxx, President
Strategic Growth International , Inc.
