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PUBLIC RELATIONS AGREEMENT
▇▇▇▇▇▇▇▇▇▇.▇▇▇ International, Inc., a Delaware corporation (the
"Company") hereby engages ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇") and ▇▇▇▇▇▇▇
Associates as its investor relations/corporate communications advisor.
Throughout this agreement, ▇▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Associates are
hereafter collectively referred to as "Consultant."
The parties to this agreement hereby agree as follows:
1. Services. Consultant agrees to provide the following services:
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- Analyze SPCI's business and industry, following which a
comprehensive fact sheet that summarizes SPCI's corporate and
financial profile will be recreated, for distribution to investment
professionals and the media. - Work to develop a complete financial
public relations program designed to broaden recognition of SPCI in
the financial community in the U.S. and abroad. - Advise SPCI in
its overall relationship with the financial community through
consultation with its management. - Plan, write, and prepare press
releases and annual and quarterly reports to shareholders,
including the creative graphics and printing, if required.
- Prepare, together with management, of presentation material for
meetings with stockholders. - Develop interest in SPCI and its
products through placement of articles, reviews, and quotes in
financial and trade publications.
- Meet with financial community on behalf of SPCI, surveying
essential anaylsts, brokers, and institutional investors throughout
the country, maintaining an ongoing personal contact program and
establishing a schedule of activities. - Arrange meetings between
management and members of the financial community; including
individual meetings, informal group meetings, and formal
presentations. - Review SPCI's transfer sheets to identify holdings
and identify regional and institutional strengths. - Establish a
mailing list for SPCI, maintain and update the list. This mailing
list shall be utilized by SPCI at any time during the length of
this contract and shall remain the sole property of SPCI. Any names
provided by ▇▇▇▇▇▇▇ Associates by SPCI will be supplied with status
on an ongoing basis. - Work with SPCI as corporate communications
advisor and additional shareholder relations liaison throughout
crises, as they arise and are rectified.
- Provide trade show support and, if required, make arrangements
for show and provide booth support.
2. Expenses. SPCI agrees to reimburse Consultant for any out-of-
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pocket expenses incurred on behalf of SPCI, provided however, that
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SPCI approves in writing all expenses incurred by Consultant in excess of $200
prior to such incurrence. If as an agent, Consultant places paid media
advertising (at SPCI's discretion), media and production costs must be paid to
Consultant in advance.
3. Term. This Agreement will become effective on the date stated
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above, and will continue in effect until October 31, 2001 unless
terminated by either Party as provided herein.
4. Compensation. In exchange for the Services rendered pursuant
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to this Agreement, the Company shall pay to Consultant the following:
4.1 Cash. Beginning January 1, 2001, the Company agrees to pay
▇▇▇▇▇▇▇ Associates $5,000 per month for the remaining term of this Agreement.
Subsequent payments shall be due and payable at the beginning of each succeeding
month.
4.2 Shares of Common Stock. The Company hereby grants to ▇▇.
▇▇▇▇▇▇▇ Fifteen Thousand (15,000) shares of the Company's Common
Stock.
4.3 Stock Options. The Company hereby grants to ▇▇▇▇▇▇▇ Associates
an option ("Option") to acquire Ten Thousand (10,000) shares of the Company's
Common Stock at an exercise price of $2.50 per share. The Option will be
governed by and subject to the provisions of the Company's 1999 Stock Option
Plan.
5. Registration. As soon as practicable, the Company agrees to
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file a Registration Statement with the Securities and Exchange
Commission on Form S-8 with respect to the shares of Common Stock
issued to ▇▇. ▇▇▇▇▇▇▇ pursuant to this Agreement.
6. Covenant Not to Compete
6.1 Covenant. Consultant hereby agrees that during the term of this
Agreement and during the one (1) year period following the termination of this
Agreement, Consultant will not directly or indirectly compete (as defined in
Section 6.2 below) with the Company in any geographic area in which the Company
does or has done business, and will not (i) induce or attempt to induce any
employee of the Company to leave the employ of the Company or in any was
interfere with the relationship between the Company and any employee thereof,
(ii) hire directly or through another entity any person who was an employee of
the Company at any time during the six month period preceding the termination of
this Agreement, (iii) induce or attempt to induce any customer, supplier,
licensee, or other business relation of the Company to cease doing business with
the Company or in any way interfere with the relationship between any such
customer, supplier, licensee, or business relation and the Company, or (v)
authorize or assist in the taking of any of the foregoing actions by any third
party.
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6.2 Direct and Indirect Competition. As used herein, the phrase
"directly or indirectly compete" shall include owning, managing, operating or
controlling, or participating in the ownership, management, operation or control
of, or being connected with or having any interest in, as a stockholder,
director, officer, employee, Consultant, agent, consultant, assistant,
instructor, advisor, sole proprietor, partner or otherwise, any business (other
than the Company's) which is the same as or competitive with any business
conducted or to be conducted by the Company; provided, however, that this
prohibition shall not apply to ownership of less than one percent (1%) of the
voting stock in companies whose stock is traded on a national securities
exchange or in the over-the-counter market.
6.3 Enforceability. If any of the provisions of this Section 6 is
held unenforceable, the remaining provisions shall nevertheless remain
enforceable, and the court making such determination shall modify, among other
things, the scope, duration, or geographic area of this Section to preserve the
enforceability hereof to the maximum extent then permitted by law. In addition,
the enforceability of this Section is also subject to the injunctive and other
equitable powers of a court as described in Section 10 below.
7. Confidential Information. Consultant acknowledges that during the term of
this Agreement, Consultant will develop, discover, have access to, and become
acquainted with technical, financial, marketing, personnel, and other
information relating to the present or contemplated products or the conduct of
business of the Company which is of a confidential and proprietary nature
("Confidential Information"). Consultant agrees that all files, records,
documents, and the like relating to such Confidential Information, whether
prepared by him or otherwise coming into Consultant's possession, shall remain
the exclusive property of the Company, and Consultant hereby agrees to promptly
disclose such Confidential Information to the Company upon request and hereby
assigns to the Company any rights which Consultant may acquire in any
Confidential Information. Consultant further agrees not to disclose or use any
Confidential Information and to use Consultant's best efforts to prevent the
disclosure or use of any Confidential Information either during the term of this
Agreement or at any time thereafter, except as may be necessary in the ordinary
course of performing Consultant's duties under this Agreement. Upon termination
of this Agreement for any reason, Consultant shall promptly deliver to the
Company all materials, documents, data, equipment, and other physical property
of any nature containing or pertaining to any Confidential Information, and
Consultant shall not take from the Company's premises, without its prior written
consent, any such material or equipment or any reproduction thereof.
8. Equitable Remedies. Consultant acknowledges that Consultant's
obligations hereunder are special, unique, and extraordinary, and that
a breach by Consultant of certain provisions of this Agreement,
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including without limitation Sections 6 and 7 above, would cause irreparable
harm to the Company for which damages at law would be an inadequate remedy.
Accordingly, Consultant hereby agrees that in any such instance the Company
shall be entitled to seek injunctive or other equitable relief in addition to
any other remedy to which it may be entitled. All of the rights of the Company
from whatever source derived, shall be cumulative and not alternative.
9. Assignment. This Agreement is for the unique services of Consultant and is
not assignable or delegable in whole or in part by Consultant without the
consent of an authorized representative of the Company. This Agreement may be
assigned or delegated in whole or in part by the Company and, in such case, the
terms of this Agreement shall inure to the benefit of, be assumed by, and be
binding upon the entity to which this Agreement is assigned.
10. Waiver or Modification. Any waiver, modification, or amendment
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of any provision of this Agreement shall be effective only if in
writing in a document that specifically refers to this Agreement and
such document is signed by the Parties hereto.
11. Independent Contractor. The Parties agree that Consultant is an independent
Contractor with respect to the Company and that no employment relationship
exists between the Parties hereto. Consultant shall use its own professional
discretion in performing the services called for hereunder. As an independent
Contractor, Consultant shall have no power to act for, bind, or otherwise create
or assume any obligation on behalf of the Company, for any purpose whatsoever.
12. Entire Agreement. This Agreement constitutes the full and
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complete understanding and agreement of the Parties hereto with
respect to the subject matter covered herein and supersedes all prior
oral or written understandings and agreements with respect thereto.
13. Severability. If any provision of this Agreement is found to
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be unenforceable by a court of competent jurisdiction, the remaining
provisions shall nevertheless remain in full force and effect.
14. Notices. Any notice required hereunder to be given by either Party shall be
in writing and shall be delivered personally or sent by certified or registered
mail, postage prepaid, or by private courier, with written verification of
delivery, or by facsimile transmission to the other Party to the address or
telephone number set forth below or to such other address or telephone number as
either Party may designate from time to time according to this provision. A
notice delivered personally shall be effective upon receipt. A notice sent by
facsimile transmission shall be effective twenty-four hours after the dispatch
thereof. A notice delivered by mail or by private courier shall be effective on
the third day after the day of mailing.
(a) To Consultant ------------------------------
and ▇▇. ▇▇▇▇▇▇▇ at: ------------------------------
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(b) To the Company at: 10421 South ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
15. Disputes. The parties agree that in any dispute under this
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agreement, the parties agree to resort to the American Association of
Arbitration in New York City. Either party may make application.
This association shall have the power to decide who shall pay costs,
fees, and disbursements, in addition to awards.
IN WITNESS WHEREOF, ▇▇. ▇▇▇▇▇▇▇ has signed this Agreement
personally and the Company and ▇▇▇▇▇▇▇ Associates have each caused this
Agreement to be executed by its duly authorized representative.
▇▇▇▇▇▇▇▇▇▇.▇▇▇ INTERNATIONAL, INC. ▇▇▇▇▇▇▇ ASSOCIATES
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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