65
CONSULTING AGREEMENT
This Consulting Agreement is entered into between Xxxxxxx Xxxxx DBA
Little Pond Enterprises (LPE) and Infectech, Inc. (Client) (the
"Agreement") with reference to the following facts.
Client has expressed a desire to enter into this Agreement with LPE for
LPE to provide consulting services through which Client will become a
publicly traded company (the "Services") LPE is in the business of
providing such services and desires to enter into an Agreement with
Client to provide such "Services". This Agreement is for the purpose
of defining the services provided and the rights and responsibilities
of both parties.
1. SERVICES PROVIDED BY LPE
1. LPE will recommend a structure for Client' entry into the public
market. This structure will be approved by Client. The structure will
include distribution to shareholders, creditors, and other parties and
will include agreed upon capital formation requirements of Client.
2. LPE will, if requested, arrange to be provided, such accounting
services as necessary to complete audits of Client's books in order to
proceed with the preparation and filing of this registration.
3. LPE will interact with Clients securities attorney for the
preparation and filing of a Registration Statement on Form SB2 with the
Securities and Exchange Commission (SEC) Securities to be registered in
said registration include the stock issued to LPE, and other such stock
as agreed upon by both parties.
4. LPE will use its contacts and expertise to locate a suitable
inventor relations firm to represent client and will interact with the
firm to cause to be prepared such packaging and promotional materials
as LPE, the investor relations firm and Client deem necessary.
5. LPE will prepare, with Client's securities attorney, a form 15c2-11
and coordinate its distribution to the brokerage community at its own
expense for the purpose of opening a market for the stock and arrange a
listing on the Over the Counter Market.
6. LPE agrees to use its expertise and business contacts to locate a
suitable financial and broker relations firms to represent Client.
7. LPE agrees to interact with the Client's investment relations
coordinator and to advise said coordinator as necessary.
8. LPE agrees to arrange for the inclusion of the Company in Xxxxx'x
company listing services or another comparable service for the purpose
of expanding the marketability of the stock LPE will obtain the
application for the Client and assist the Client in preparing the
application.
9. LPE agrees to provide consulting services on an as needed basis to
Client for a period of 1 year from this Agreement LPE and will make
itself available to render advice to Client concerning but not limited
to shareholder relations, market strategy, broker relations and
additional capitalization and any other subjects as may fall under the
services provided within this contract.
2. RESPONSIBILITY OF CLIENT
1. Client agrees to provide LPE such financial, business and other
material and information about Client, its products, services,
contracts, litigation, patients, trademarks and other such business
matters which LPE may request and which LPE may request and which LPE
considers to be important and material information for the completion
of this contract.
2. Client agrees to provide LPE and/or Client's attorneys and
accountants all material requested in order to prepare the registration
documents. These materials include but are not limited to articles of
incorporation and all amendments thereto, by laws of the corporation,
its minutes and resolutions of all shareholders and board of directors
66
meetings, a copy of the share register showing the names, addresses and
social security number of shareholders and the dates of issuance and
the numbers of shares owned by each shareholder; the names and
addresses of all officers and directors of the corporation, a resume
for each officer and director of the corporation and audited financial
statements providing balance sheets for the two previous years and
Statement of Operations for the three previous years.
3. Client agrees to provide LPE with monthly financial statements
containing Balance Sheets and Profit and Loss statements utilizing
"GAP" accounting until the effective date of the registration and the
Client also agrees to notify LPE of any changes in the status or nature
of its business, any litigation, or any other developments that may
require further disclosure in the registration or other documents.
4. Client agrees to prepare and file an SB2 registration within 90
days of a public market being established. If Client is unable to file
an SB2 or similar registration within 90 days, Client agrees to file a
Form 10SB within the same 90 days.
3. CASH COMPENSATION
LPE will receive a total fee of $0 for the above services rendered.
Fee does not include any preapproved expenses incurred by LPE.
4. EQUITY COMPENSATION
Client agrees to pay LPE a total of 50,000 shares of common stock, in
advance for the services to be rendered. Said shares will be included
in any subsequent registrations filed by the Client. If client fails
to file a registration within 90 days, shares will be registered
through an registration within 14 days of the effective date of the
SB10 which the company agrees to file.
5. REPRESENTATIONS BY LPE
LPE represents warrants and covenants the following:
1. LPE will disclose to Client all material facts and
circumstances which may affect its ability to perform its undertaking
herein.
2. LPE will cooperate in a prompt and professional manner with
Client, its attorneys, accountants nd agents in the performance of this
Agreement.
6. REPRESENTATIONS OF CLIENT
Client represents warrants and covenants the following:
1. Corporation will cooperate fully with LPE in executing the
responsibilities required under this contract so that LPE may fulfill
its responsibilities in a timely manner.
2. Client will not circumvent this Agreement either directly or
indirectly nor will it interfere with, impair, delay or cause LPE to
perform work not described in this Agreement.
3. Client and each of its subsidiaries is a corporation d uly
organized and existing under the laws of its state of incorporation and
is in good standing with the jurisdiction of its incorporation in each
state where it is required to be qualified to do business.
4. Client's articles of incorporation and bylaws delivered
pursuant to this Agreement are true and complete copies of same nd have
been duly adopted.
5. Client will cooperate in a prompt and professional manner with
LPE, its attorneys, accountants and agents during the performance of
the obligations due under this Agreement.
6. Client represents that no person has acted as a finder or
investment advisor in connection with the transactions contemplated in
this letter other than those listed on Exhibit A, and Client will
indemnify LPE with respect to any claim for a finders fee in connection
with this Agreement. Client represents that no officer, director or
stockholder of the company is a member of the NASD, an employee or
67
associated member of the NASD, or an employee or associated person or
member of the NASD. Client represents that is separately has disclosed
to LPE all potential conflicts of interest involving officers,
directors, principal stockholders and/or employees.
7. CONFIDENTIALITY
LPE agrees that all information received from Client shall be treated
as confidential information and LPE shall not share such information
with any other person or entity, except the SEC, attorneys and
accountants, without the express written consent of Client, unless such
disclosure clearly will not cause damages to Client.
Client agrees not to divulge each and any named source (lending,
institutions, investors, individuals, Brokers, etc.) which have been
introduced by LPE for a period of one year from the execution of this
Agreement. Furthermore, Client agrees not to circumvent, either
directly or indirectly, the relationship that each LPE ha with said
sources.
8. NOTICES
Any notices from either party to the other shall be deemed received on
the date such notice is personally delivered. Any notice sent by fax
transmission shall be deemed received by the other party on the day it
has been transmitted. Any notice sent by mail by either party to the
other shall be deemed received on the third business day after is has
been deposited at a United States Post Office. For purposes of
delivering or sending notice to the parties to this Agreement such
notices shall be delivered or sent as follows.
If notice is delivered to LPE
Xxxxxx Xxxx Xxxxxxxxxxx
Xxxxxxxx Xxxx. Xxxxx 000
10 Office Park Rd
XX Xxx 0000
Xxxxxx Xxxx Xxxxxx, XX 00000
Phone 000-000-0000
Fax #000-000-0000
Or
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
If notice is to be delivered to Client
Infectech, Inc.
Xxxxx 0
00 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Phone #000-000-0000
Fax #000-000-0000
9. ENTIRE AGREEMENT
Neither party has made any representations to the other which are not
specifically set forth in this Agreement. There are no oral or other
agreements between the parties which have been entered into prior or
contemporaneously with the formation of this Agreement. All oral
promises, agreements, representations, statements and warranties
hereinafter asserted by one party against the other shall be deemed to
have been waived by such party asserting that they were made and this
Agreement shall supersede all prior negotiations, statements
representations, warranties and agreements made or entered into between
the parties to this Agreement.
10. NO ASSIGNMENT
Neither party may assign any benefit due or delegate performance under
this Agreement without the express written consent of the other party.
11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of South Carolina. It shall also be construed as
if the parties participated equally in its negotiation and drafting.
The Agreement shall not be construed against one party over another
party.
68
Should a dispute arise, both parties agree to submit to binding
arbitration under the guidelines of the American Arbitration
Association or some other mutually agreeable Arbitration Association.
12. WAIVER
The waiver of any provision of this Agreement by either party shall not
be deemed to be a continuing waiver or a waiver of any other provisions
of this Agreement by either party.
13. SEVERABILITY
If any provision of this Agreement or any subsequent modification
hereof are found to be unenforceable by a court of competent
jurisdiction, the remaining provisions shall continue to remain in full
force and effect.
14. AUTHORITY TO ENTER INTO AGREEMENT
The individuals signing this Agreement below represent to each other
that they have the authority to bind their respective corporations to
the terms and conditions of this Agreement. The individuals shall not,
however have personal liability by executing this Agreement and sign
this Agreement only in their representative capacities as authorized
officers of the Client and LPE respectively.
Dated this 24th of September, 1998 Dated this 24th of September, 1998
Little Pond Enterprises Infectech, Inc.
by by
Xxxxxxx Xxxxx Xxxxxxxx X. Xxxxxx, President
