Exhibit 10.8B
Monetary Advancement Int'l., Inc.
International Banking Investment Services Tel (000) 000-0000
Fax (000) 000-0000
Consulting Agreement
THIS FINANCIAL PUBLIC CONSULTING AGREEMENT, made this 3rd day of
February, 1999 by and between Monetary Advancement International, Inc.
(Herein after referred to as CONSULTANT) located at 000 Xxxxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Ginsite Materials, inc. (Herein
after referred to as COMPANY), located 0000 X. Xxxxxxx Xxxx.,
Xxxxxxxxxx, Xxxxxxx 00000.
WITNESSETH THAT:
WHEREAS, the COMPANY requires media and other public relations services
and desires to employ CONSULTANT to provide such services as an
independent contractor, consultant, and CONSULTANT is agreeable to such
employment, and the parties desire a written document formalizing and
defining their relation and evidencing the terms of their agreement.
NOW, THEREFORE, intending to be legally bound, and in consideration of
the mutual promises and convenants, the parties have agreed as follows:
1) APPOINTMENT. The COMPANY hereby appoints CONSULTANT as its media and public
relations advisor and hereby retains and employs CONSULTANT on the terms
and conditions of this agreement. CONSULTANT accepts such appointment and
agrees to perform the services upon the terms and conditions of this
agreement.
2) TERM. The term of this agreement shall be three months from the date
hereof, plus an automatic renewal of three months, unless written notice
not to continue the service is received by the consultant 15 days before
expiration.
3) SERVICES.
A) CONSULTANT shall act, generally, as media and public relations
advisor, and it intends to provide the following services:
B) locate and introduce COMPANY to fund managers, buy-sides analysts and
____________________ retail and institution brokers;
C) introduce the COMPANY to the investment and other newsletter writers;
D) arrange for "paid" promotional exposure in radio, television, and
print media on behalf of the COMPANY;
E) produce a feature story on COMPANY and publish same on Xxxxx-Xxxx.Xxx;
F) publish a feature story on COMPANY in Wall Street reporter Magazine or
a similar publication;
G) arrange for a quarterly CEO interview on Xxxxx-Xxxx.xxx, which will
also be published in Wall Street reporter Magazine or a similar
publication.
H) disseminate all corporate news announcements on Xxxxx-Xxxx.xxx and
Wall Street Reporter or a similar publication.
4. LIMITATION ON SERVICES. The parties recognize that certain responsibilities
and obligations are imposed by federal and state securities laws and by the
applicable rules and regulations stock exchanges. The National Association
of Securities Dealers, Inc., the in- house "due diligence" or "compliance"
departments of brokerage houses, etc. Accordingly,
CONSULTANT AGREES:
1. CONSULTANT shall NOT release any financial or other
information or data about the COMPANY without the prior
consent and approval of the COMPANY.
2. CONSULTANT shall NOT conduct meetings with analysts without
informing the COMPANY in advance of the proposed meeting and
the format or agenda of such meeting and the COMPANY may
elect to have a representative of the COMPANY attend at such
meeting.
3. CONSULTANT shall not release any information or data about
COMPANY to any selected or limited person(s), entity, or
group if CONSULTANT is aware that such information has not
been generally released or promulgated.
4. After notice by the COMPANY of filing of a proposed public
offering of securities of the COMPANY, and during any period
of restriction on publicity, CONSULTANT shall not engage in
any public relations efforts not in the normal course
without approval of counsel for the COMPANY and of counsel
for the Underwriter(s), if any.
5) DUTIES OF COMPANY.
(a) COMPANY shall supply CONSULTANT, on a regular and timely
basis, with all approved data and information about the
COMPANY, its management, its products, and its operations
and COMPANY shall be responsible for advising CONSULTANT of
any facts which would affect the accuracy of any prior data
and information previously supplied to CONSULTANT so that
CONSULTANT may take corrective action.
(b) COMPANY shall promptly supply CONSULTANT with: copies of all
filings with all federal and state securities agencies; full
and complete copies of shareholder reports and
communications whether or not prepared with CONSULTANT's
assistance; all data and information supplied to any
financial community, and all produce/service brochures,
sales materials, etc.
(c) COMPANY shall promptly notify CONSULTANT of the filing of
any registration statement for the sale of securities and of
any other event that triggers of results in any restrictions
on publicity.
(d) COMPANY shall contemporaneously if any information or data
being supplied to CONSULTANT has not been generally released
or promulgated.
6) REPRESENTATION AND INDEMIFICATION
(a) The COMPANY shall be deemed to make a continuing
representation of the accuracy of any and all material
facts, material, information and data which it supplied to
CONSULTANT and the COMPANY acknowledges its awareness that
CONSULTANT will reply on such continuing representation in
disseminating such information and otherwise performing it's
public relation functions.
(b) CONSULTANT, in the absence of notice in writing from
COMPANY, will rely on the continuing accuracy of material,
information and data supplied by the COMPANY.
(c) COMPANY hereby agrees to indemnify CONSULTANT against, and
to hold CONSULTANT harmless from, any claims, CONSULTANT's
reliance upon the accuracy and continuing accuracy of such
facts, material, information and data, duties and
obligations hereunder.
7) COMPENSATION. The COMPANY agrees to pay 250,000 freely traded shares of
it's common stock at the time of signing this agreement.
8) RELATIONSHIP OF PARTIES. CONSULTANT is an independent contractor,
responsible for compensation of its agents employees and representatives,
as well as all applicable withholding therefrom and taxes thereon
(including unemployment compensation) and all workmen's compensation
insurance. This agreement does not establish any partnership, joint
venture, or other business entity or association between the parties and
neither party is intended to have any interest in the business or property
of the other. (i) TERMINATION. This agreement may not be terminated by
either party prior to the expiration of the term provided in paragraph 2
above except as follows:
(a) Upon failure of the other party to cure a default under, or a breach
of, this agreement within ten days after written notice is given as to
such or breach by terminating party;
(b) Upon the bankruptcy or liquidation of the other party, whether
voluntary or involuntary;
(c) Upon the other party having or applying for a receiver appointed for
all a substantial part of such party's assets or business. Nothing in
this section preludes either party from terminating this agreement at
the end of each three-month period.
9) ATTORNEY'S FEES. Should either party default in the terms or conditions of
this agreement and suit be filed as result of such default, the prevailing
party shall be entitled to recover all costs incurred as a result of such
default all costs and reasonable attorney's fees, expense and court costs
through trial and appeal.
10) WAIVER OF BREACH. The waiver by either party of a breach of any provision
of this agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by the other party.
1l) ASSIGNMENT. The rights and obligation of the parties under this agreement
shall inure to the benefit of, and shall be binding upon, the successors
and assigns of the parties.
12) NOTICES. Any notice required or permitted to be given under this agreement
shall be sufficient if in writing, and if sent by certified mail; return
receipt requested, to the principal office of the party being notified.
13) OTHER. Both parties to this agreement agree that signature sent by
facsimile transmission are legally binding.
14) ENTIRE AGREEMENT. This instrument contains the entire agreement of the
parties and may be modified only by agreement in writing, signed by the
party against whom enforcement of any waiver, change, modification,
extension or discharged is sought. This agreement shall be governed for all
purposes by the laws of the state of New York. If any provision of this
agreement shall be deemed unenforceable, such provision alone shall e
severed from this agreement, the remainder of which shall otherwise remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto, intending to be bound, have executed
this agreement, as of the date first written above.
Monetary Advancement Int'l, Inc.
By: /s/Xxxxxxx Xxxxxxxx
------------------------
Xxxxxxx Xxxxxxxx
President
Agreed to by:
/s/ Xxxxxx Xxxxxxxx, Pres.
--------------------------
Ginsite Materials, Inc.
6 month agreement /s/M.G.
