CURRENT CAPITAL CORP.
Suite 000, 00 Xxxxxx Xx.
Toronto, ON M5R 2G3
Tel. 000-000-0000 | Toll-Free: 0-000-000-0000
Fax: 000-000-0000 | xxx.xxxxxxxxxxxxxx.xxx
October 18, 2004
Dermisonics, Inc.,
Four Tower Bridge,
000 Xxx-Xxxxxx Xxxxx,
Xxxx Xxxxxxxxxxx, XX
00000-2977
Dear Sirs:
RE: INVESTOR RELATIONS CONTRACT
This letter confirms the terms of the agreement ("Agreement") between
Dermisonics, Inc. (the "Corporation") and Current Capital Corp., ("CCC").
1. RECITALS. The Corporation has agreed to engage CCC as an independent
contractor and consultant to provide investor relation services to the
Corporation, and CCC has agreed to provide these services to the Corporation,
subject to the terms and conditions described in this letter.
2. TERM. The initial term of the engagement is for a period of 12 months from
the date of this letter. This agreement may be renewed at the end of the
initial term for an additional 12 months, with the same terms and conditions
subject to both parties' agreement. This agreement may be canceled on 30 days'
written notice by the Corporation.
3. SERVICES. CCC will provide to the Corporation the following services:
RETAIL COMMUNICATIONS
- Corporate introduction to select Canadian and US investor networks
- Investor presentations
- Ongoing inbound/outbound correspondence and email communications
BROKER COMMUNICATIONS
- Corporate introduction to select Canadian and US broker networks
- Ongoing inbound/outbound correspondence and email communications
- Coordination of brokerage conferences and/or meetings
SHAREHOLDER CONVERSION/IDENTIFICATION PROGRAM
- Outbound correspondence and email communications for lead generation
programs
- Introduction and ongoing communications support for existing shareholder
base
INSTITUTIONAL COMMUNICATIONS
- Corporate introduction to Canadian and US institutions and fund managers
- Inbound/outbound correspondence and email communications
ANALYST COMMUNICATIONS
- Corporate introduction to Canadian and US institutions and fund managers
- Inbound/outbound correspondence and email communications
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- Analyst field trips
In addition, CCC will provide the Corporation with a premium position on its
homepage (standard sized "Client Information Board" banner on the corporate web
site at xxxx://xxx.xxxxxxxxxxxxxx.xxx at no additional cost).
CCC will also distribute to the subscribers of the Current Capital News
newsletter, all corporate announcements and earnings announcements of the
Corporation, at no extra cost.
4. COSTS. The Corporation will be responsible for all printing and distribution,
press release and/or advertising costs recommended by CCC and approved by the
Corporation. The Corporation will also be responsible for all travel related
costs incurred by CCC when providing its' services as determined by CCC when
pre-approved and prepaid by the Corporation.
5. Compensation for Services.
a) During the term of this agreement the Corporation will pay CCC USD1,250 per
month, plus applicable taxes, payable in advance. Monthly payments hereunder
will commence on November 15, 2004 and continue to be made on the 15th of each
month thereafter during the term of this agreement.
b) The Corporation will grant to CCC options to purchase 200,000 common shares
of the Corporation at a price of $2 per share, which options shall be deemed
vested as of the date of this agreement. Such optioned shares shall enjoy
"piggyback" registration rights and shall be registered in the first
registration statement filed by the Corporation with the U.S. Securities and
Exchange Commission. The options granted to CCC will enable CCC to purchase such
shares at anytime commencing from the date of engagement for a period of 12
months at the above stated price. The Corporation will make all necessary
registrations and/or compliances with the U.S. Securities and Exchange
Commission ("SEC") in accordance with the options defined herein. This Option
may be exercised in full or in part or not at all by CCC by payment to the
Corporation at its principal office, accompanied by payment, in cash, or by
certified or official bank cheque payable to the order of the company, in the
amount obtained by multiplying (i) the number of shares of common stock
designated by the holder by (ii) the Purchase Price.
6. CONFIDENTIALITY. CCC, and any of its employees, agents, consultants,
representatives and advisors, will keep secret and confidential, all information
disclosed to it by the Corporation or developed by CCC in the course of
providing and performing services, except:
a) Information which at the time of disclosure is in the public domain;
b) Information which, after disclosure, is published or otherwise becomes part
of the public domain through no fault of CCC (but only after it is published or
otherwise becomes part of the public domain);
c) Information which CCC can show was in its possession prior to disclosure
hereunder;
d) Information which CCC can show was received by it, after the time of
disclosure hereunder, from a third party who did not require to hold it in
confidence and who did not, to their knowledge, acquire it, directly or
indirectly, from CCC or a third party under an obligation of confidence; or
e) Information which CCC is legally compelled to disclose under a subpoena or
order of a court, regulatory body or other authority of competent jurisdiction,
or information which it is otherwise obliged to disclose by law.
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7. ADDITIONAL OBLIGATIONS OF CCC. CCC agrees that, in connection with its
investor relation services to the Corporation, it will abide by the following
conditions:
a) CCC will not release any financial or other material information about the
Corporation without prior written consent and approval of the Corporation.
b) CCC will not conduct any meetings with financial analysts without informing
the Corporation in writing in advance of the proposed meeting.
c) After notice to CCC by the Corporation of a filing for a proposed public
offering of securities, and during any period of restriction on publicity, CCC
shall not engage in any public relations efforts not in the normal course of
business without the prior written approval of legal counsel for the
Corporation.
d) CCC will indemnify the Corporation from all claims, liability, costs or
other expenses (including reasonable attorneys' fees) incurred by the
Corporation as a result of any inaccurate information concerning the Corporation
released by CCC, unless such information was provided to CCC by the Corporation,
or as a result of any breach by CCC of any of the terms and conditions of this
agreement.
e) CCC acknowledges and confirms that in providing the services to the
Corporation hereunder, it will at all times act in accordance with all
applicable laws.
8. ADDITIONAL OBLIGATIONS OF THE COMPANY. The Corporation agrees that, in
connection with this agreement, it will indemnify CCC from all claims,
liability, costs or other expenses incurred (including reasonable attorneys'
fees) incurred by CCC as a result of any false or intentionally misleading
information concerning the Corporation provided by the Corporation or any of its
officers or directors to CCC, or as a result of any breach by the Corporation of
any of the terms and conditions of this agreement. If, in the Corporation's
judgment, any material non-public information concerning the Corporation cannot
be revealed, it will advise CCC in writing that a quiet period is in effect.
9. INDEPENDENT CONTRACTOR. CCC is an independent contractor responsible for
compensation of its agents, employees and representatives.
10. ASSIGNMENT. The rights and obligations of each party to this Agreement may
not be assigned without the prior written consent of the other party, which
shall not be unreasonably withheld.
11. ENTIRE AGREEMENT. This letter Agreement between the Corporation and CCC
contains the entire agreement between them. This Agreement may not be modified
or extended except in writing and signed by the Corporation and CCC.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario, Canada.
13. ARBITRATION. ANY DISPUTE BASED UPON OR ARISING OUT OF THIS LETTER AGREEMENT
SHALL BE SUBJECT TO BINDING ARBITRATION TO BE HELD IN TORONTO, ONTARIO. THE
ARBITRATOR'S AWARD SHALL BE FINAL AND BINDING, AND MAY BE ENTERED IN ANY
COMPETENT COURT. AS A PRACTICAL MATTER, BY AGREEING TO ARBITRATE ALL PARTIES ARE
WAIVING JURY TRIAL.
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14. ATTORNEY'S FEES. The prevailing party in any arbitration or litigation
arising out of or relating to this letter agreement shall be entitled to recover
all attorney's fees and all costs (whether or not such costs are recoverable
pursuant to the laws governing the Province of Ontario as may be incurred in
connection with either obtaining or collecting any judgment and/or arbitration
award, in addition to any other relief to which that party may be entitled.
15. REGULATORY AUTHORITY. The Corporation's obligations under this Agreement
are subject to the prior receipt of all necessary regulatory approvals.
Please sign this letter agreement in the space provided below to indicate your
agreement with the terms stated in this letter.
Sincerely,
CURRENT CAPITAL CORP.
/s/ Xxxx Xxxxxxxx
-----------------------------
Xxxx Xxxxxxxx
Director
AGREED AND ACCEPTED
DERMISONICS, INC.
/s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx
PresidentChairman
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