000
Xxx Xxxxxxx Xxxxx Group
INCORPORATED
THIS AGREEMENT ASSUMES AN AVERAGE CLOSING PRICE OF $3.83 OVER 5 TRADING
DAYS UPON LISTING ON THE OTC-BB. IF STOCK OPENS AT A LOWER PRICE UPON
LISTING, CLIENT AGREES TO ADJUST FEES AND PRICE POINTS ACCORDINGLY
COMMENSURATE WITH DECREASE IN STOCK PRICE. CLIENT INITIALS_/s/
RM_______
AGREEMENT FOR INVESTOR RELATIONS SERVICES
This INVESTOR RELATION SERVICES
Agreement (this"Agreement") is made effective as of April 14, 1999, by
and between , ET. AL, and XXXXXXX XXXXXXX & XXXXXXXX, INC. In this
Agreement, the party who is contracting to receive the services shall
be referred to as "NOVX", and the party who will be providing the
services shall be referred to as "CPG".
1. DESCRIPTION OF SERVICES. Beginning on April 14, 1999, CPG will
provide the following services (collectively, the "Services"):
A) Full Production [Concept, Research, Writing, In-House Printing]
of "Nova Pharmaceutical Inc SHAREHOLDER COMMUNICATIONS" PRODUCED BI-
MONTHLY (EVERY OTHER MONTH). This Investor Relations, hereinafter
referred to as "IR" piece includes Relevant Milestone Update, Investor-
Watch, Stock Performance Analysis for the period, Contract News,
Earnings/Revenue Growth Updates, Financing News.
B) CPG Portfolio Page Web Site Addition
C) Distribution to Market Makers, Financial Media, Internet Stock
pages/threads
D) Live Monthly Radio Interview
E) **Live Monthly "Live-Chat" Interviews
G) Press Release creation as is appropriate and in concert with
company's milestones and newsworthy events.
H) General financial public relations support ~ [Road Shows,
Media direct interview fees not included]
**$1,800 (PRODUCTION AND INTERNET/BROADCAST FEES INCLUDED)
PAYMENT FOR "IR" PRODUCTION SERVICES. NOVX will pay 37,000 Free-
Trading [504, et. Al] NOVX shares annually as compensation annually for
production/news distribution expenses and services. The fees shall be
payable as follows:
A) DEPOSIT DUE UPON EXECUTION OF AGREEMENT=18,500
Free-Trading [504, et.
Al] NOVX shares
B) BALANCE DUE MONTHLY COMMENCING MAY 1, 1999 =1680
Free-Trading [504,et.
Al] NOVX shares
*NOTE-MONTHLY FEES RECEIVED AFTER THE FIRST MAILING DAY AFTER THE 5TH
DAY PAST THE DUE DATE SHALL BE SUBJECT TO A FEE OF 10%.
3. PERFORMANCE PAYMENT FOR INVESTOR RELATIONS SERVICES. NOVX agrees to
the following compensation schedule for successful movement of NOVX
STOCK:
A)***75,000 SHARES GRANTED FOR STOCK INCREASE TO $4.25-$4.75 (STOCK
MUST HAVE AN AVERAGE CLOSING AT OR ABOVE $4.25 FOR NO LESS THAN 5
MARKET DAYS WITH A MINIMUM VOLUME OF 10,000 SHARES.)
111
B)***75,000 SHARES GRANTED FOR STOCK INCREASE TO $4.75 (STOCK MUST HAVE
AN AVERAGE CLOSING AT OR ABOVE $4.75 FOR NO LESS THAN 5 MARKET DAYS
WITH A MINIMUM VOLUME OF 10,000 SHARES)
C)***125,000 SHARES GRANTED FOR STOCK INCREASE TO $5.25-5.74 (STOCK
MUST HAVE AN AVERAGE CLOSING AT OR ABOVE $5.25 FOR NO LESS THAN 5
MARKET DAYS WITH A MINIMUM VOLUME OF 10,000 SHARES)
D)***125,000 SHARES GRANTED FOR STOCK INCREASE TO $5.75+ (STOCK MUST
HAVE AN AVERAGE CLOSING AT OR ABOVE $5.75 FOR NO LESS THAN 5 MARKET
DAYS WITH A MINIMUM VLUME OF 10,000 SHARES)
***NOTE-NOVX AGREES TO PLACE SHARES INTO ESCROW OF NOVX'S CHOICE WITHIN
24 HOURS OF INCREMENTAL INCREASE TO BE RELEASED TO CPG UPON COMPLETION
OF TIME FRAME DESCRIBED IN A,B,AND C ABOVE.
4. TERM/TERMINATION. This Agreement shall terminate automatically
on April 13, 2000. If all `Performance Shares' described in Section
`3' are granted prior to the expiration of this contract, NOVX agrees
to remunerate CPG for additional stock price increases pursuant to a
similar negotiated schedule to Section `3' agreed to above.
5. CONFIDENTIALITY. CPG will not at any time or in any manner,
either directly or indirectly, use for the personal benefit of CPG, or
divulge, disclose or communicate in any manner any information that is
proprietary to NOVX without NOVX express written consent. CPG will
protect such information and treat it as strictly confidential. This
provision shall continue to be effective after the termination of this
Agreement.
6. ENTIRE AGREEMENT. This Agreement contains the entire agreement
of the parties, and there are no other promises or conditions in any
other agreement whether oral or written.
7. SEVERABILITY. If any provision of this Agreement shall be held
to be invalid or unenforceable for any reason, the remaining provisions
shall continue to be valid and enforceable. If a court finds that any
provision of this Agreement is invalid or unenforceable, but that by
limiting such provision it would become valid and enforceable, then
such provision shall be deemed to be written, construed, and enforced
as so limited.
8. CHOICE OF LAW. This Agreement shall be governed by, and shall
be construed in accordance with the laws of the State of California.
9. REGISTRATION OF SHARES. CPG shall have `piggy-back'
registration rights for all shares issued in accordance with this
agreement NOVX also agrees to include within that registration
statement any future `performance' shares set forth in section 3A),
3B), and 3C) of this agreement. Appropriate registration shall be
delivered to CPG within 3 business days of filing.
10. ARBITRATION. Any controversy or claim arising out of or
relating to this Agreement, or breach thereof, shall be settled by
arbitration administered by the American Arbitration Association in
accordance with it applicable rules, and judgement upon an award
rendered by the arbitrator may be entered in any court having
jurisdiction thereof.
11. COUNTERPARTS. This agreement may be executed in any number of
counterparts by the original or facsimile signature of the respective
duly authorized officers of THE COMPASS POINT GROUP, Inc. and each of
which counterparts, when executed and delivered, shall be an original
but such counterparts together shall constitute one and the same
instrument.
Party Contracting Services: Service Provider:
THE COMPASS POINT GOUP, INC. /s/ Xxxxx Xxxx
By:_________________________ By:___________________________
