THIS AGREEMENT MADE AS OF THE
15th Day of March, 2001
BETWEEN:
Xxxxxxx Xxxxx, an Individual having an office located at 00 Xxxxxxx Xxxxx, Xxxxx
000 Xxxxxxxxx Xxxxx, Xxxxxxx 00000 (hereinafter referred to as "the Vendor")
and
Southern States Power Company, Inc., a company duly incorporated pursuant to the
laws of the State of Delaware and having an office located at 0000 Xxxxxx Xxxxxx
Xxxx., Xxxxx 000, Xxxxxxx, XX 00000 (hereinafter referred to as "SSPC")
WHEREAS SSPC is desirous of THE VENDOR performing certain tasks on its behalf as
more specifically stated in the Appendices attached hereto.
AND WHEREAS THE VENDOR has reviewed the attached Appendices and is desirous of
performing the stated tasks for SSPC.
AND WHEREAS THE VENDOR has secured the agreement of xXxxXX.xxx, American
Benefits Group, Inc. ("ABFG"), xxxxx.xxx, ABFG Sales, Ltd. and any other third
party which has obligations to SSPC under this agreement.
AND WHEREAS both parties hereto have agreed each with the other that THE VENDOR
will perform the tasks stated in the attached Appendices upon the terms and
conditions hereinafter recited.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES THAT:
1. The Appendices attached hereto and marked as Appendix A, B, C and D
respectively are integral parts of this Agreement and the duties therein stated
are binding upon the parties hereto.
2. Upon execution of this Agreement THE VENDOR shall immediately commence:
a) Construction of the interactive CD-ROM presentation in accordance
with the provisions of Appendix A;
b) Construction and hosting of an interactive web-site for SSPC in
accordance with the provisions of Appendix B;
c) Provide SSPC with weekly time on "xXxxXX.xxx" in accordance with the
provisions of Appendix C, such service to be provided without charge
to SSPC, and to be made available in any event of the execution of
this Agreement;
d) Provide SSPC with a corporate profile on the financial website
"xxxxx.xxx" in accordance with the provisions of Appendix D, such
service to be provided without charge to SSPC, and to be made
available in any event of the execution of this Agreement;
3. The term of this Agreement shall be Six (6) MONTH from the date of execution
hereof.
4. SSPC hereby grants THE VENDOR the right to assign any or all of its
obligations incurred hereunder to any entity which is an affiliate of THE VENDOR
and by this Agreement does hereby consent to any said Assignment upon THE VENDOR
advising SSPC of said assignment in writing to SSPC's address for service noted
herein and that subsequent to said assignment SSPC's relationship with THE
VENDOR is severed in its entirety provided however that SSPC is in no manner
responsible for any further costs or expenses to said affiliate save and except
for those said costs noted in this Agreement which have not been paid to THE
VENDOR.
5. Any reference in this Agreement or the Appendices to "THE VENDOR" shall
include Xxxxxxx Xxxxx, his agents, assigns, successors, employees or any person
acting on their behalf.
6. SSPC acknowledges that THE VENDOR in performing the services noted in the
attached Appendices is relying exclusively upon the information provided it by
SSPC and therefore notwithstanding anything to the contrary herein contained
SSPC acknowledges that it is solely responsible for the truthfulness of the
information provided to THE VENDOR and therefore completely, wholly and without
reservation indemnifies and saves THE VENDOR, its Officers, Directors, Agents,
Employees or Assigns from any and all liability respecting the performance of
THE VENDOR duties herein including but not restricted to any and all legal fees
incurred.
7. Not to restrict the foregone paragraph 5 SSPC further acknowledges that it
has an exclusive duty to review any and all information prepared by THE VENDOR
and therefore any and all errors and/or omissions contained in any of the
services provided SSPC by THE VENDOR are hereby waived in their entirety and
SSPC agrees to be totally and without reservation responsible for same should
they occur and waives any action it can or may have against THE VENDOR, its
Agents, Employees, Directors, Officers or Assigns for any damage or loss
occasioned as a result of any said error and/or omission and further should any
damage be occasioned to any third party as a result of any said error or
omission that SSPC fully and completely indemnifies THE VENDOR, its Directors,
Officers, Employees, Agents or Assigns for any and all said damages including
but not restricted to legal fees incurred.
8. THE VENDOR shall have the right hereunder to conduct any investigation of
SSPC or the SSPC products as it deems necessary in order for it to be assured
that SSPC is following the term and the spirit of this Agreement and in the
event that THE VENDOR in the course of its investigation forms the reasonable
belief that SSPC is or may not be able to fulfill it's obligations hereunder
(such as not having sufficient inventory available to satisfy consumer needs or
is conducting it's business affairs in a manner not consistent with the
standards and ethics of typical business' conducting business via an Internet
Retail Store) then and in that event the cost of the investigation shall be
borne by SSPC and THE VENDOR shall , at it's sole option, be entitled to
forthwith terminate this Agreement without Notice or Penalty.
9. This Agreement shall be governed by the laws of the State of Florida and any
court proceedings commenced hereunder shall be commenced and concluded at the
venue of THE VENDOR's direction within the State of Florida and that should any
legal action be commenced by SSPC against THE VENDOR that SSPC shall provide THE
VENDOR with FOURTEEN (14) DAYS Written Notice to THE VENDOR to select a venue
within the State of Florida to commence its action and should THE VENDOR refuse
or neglect to advise SSPC of said venue within the time period noted herein then
and in that event SSPC shall be at liberty to select its own venue within the
State of Florida.
10. THE VENDOR's address for service hereunder shall be in care of THE VENDOR
at Suite 208, 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0.
11. SSPC's address for service hereunder shall be 0000 Xxxxxx Xxxxxx Xxxx.,
Xxxxx 000, Xxxxxxx, XX 00000.
12. Should any provision of this Agreement be ruled invalid, unenforceable or
illegal then and in that event the offending provision shall be struck here from
and be of no further force and effect but that the remainder of this Agreement
shall remain in full force and effect.
13. In consideration of THE VENDOR performing the services noted in the
attached Appendices A and B, SSPC shall pay to Xxxxxxx Xxxxx the greater in
value of Fifty (50,000) THOUSAND Shares by way of SSPC Common Stock or Twenty-
Two Thousand Five Hundred Dollars ($22,500.00) through SSPC's S-8 Registration
Statement with the Security and Exchange Commission said shares to be deposited
with Xxxxxxx Xxxxx prior to any services contracted to be provided for SSPC by
THE VENDOR being released to SSPC and in any event on or before March 31, 2000.
14. The Parties agree that there is no compensation owing nor provided for the
services noted in the attached Appendices C and D.
15. The parties acknowledge each to the other that this Agreement has been
approved by the SSPC Board of Directors and is a binding Agreement on both
parties as evidenced by the execution hereof by an authorized signatory of each
party.
Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxxx
----------------------------------
Authorized Signatory
SSPC Corporation
Per: Xxxxxxxx X. Xxxxxxx, President
/s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------
Authorized Signatory
Appendix A
-------- -
Details of the CD-ROM presentation
------- -- --- ------ ------------
1. THE VENDOR will commence with the construction of an interactive multimedia
CD-ROM with elements that will be produced from and by bNET-TV and ABFG's
ISD (Internet Solutions Division).
2. This CD-ROM's presentation contents will be a series of video press releases
and video interviews of SSPC Management and a behind the scenes of the SSPC
corporate offices.
3. The CD-ROM will detail the business of SSPC, a leader in "the cutting edge
of biodiesel development and production"; and any other business' that SSPC
chooses to highlight according to the business model outlined in the SSPC
corporation.
Appendix B
-------- -
Details of the website services and construction
------- -- --- ------- -------- --- ------------
The following outline will briefly give an estimate as to how the development
process will be executed.
Stage One: Planning:
----- ---- ---------
During our initial consultation, THE VENDOR will obtain a basic understanding of
the objectives of SSPC and what the company has already accomplished in the
development of their current web presence. Under the direction of SSPC, THE
VENDOR will define the basic goals, and mission behind the project.
After this information gathering session has been completed the following
categories will be outlined with detailed explanation.
o A Schedule for Site Completion
o Basic Site Content
o Technical Arrangements (including photos)
o Site Architecture
o Hosting parameters
o Site Promotion and Publication
Time to complete: 1-2 days
Stage Two: Development:
----- ---- ------------
After agreeing and signing thereto, development will commence. THE VENDOR will
set aside space on a designated ABFG web server, and begin to layout the ideas
and concepts discussed for the SSPC website. SSPC on a timely basis will approve
photographs, illustrations, and Internet architecture. All back end issues will
be addressed, and corrected, and the site is approved by SSPC before final
publication.
Photographs of all products will be taken under the direction of SSPC.
Time to complete: 1 - 2 weeks
Stage Three: Implementation
----- ------ --------------
The process of building the website according to its design is called
"implementation". During this process web designers create hypertext markup
language (HTML), Common Gateway Interface (CGI) programs, Flash Development,
and/or Java scripts and/or applets. The implementation process resembles
software development because it involves using a specific syntax for encoding
web structures or a programming language in a formal language in computer files.
Although there are automated tools to help with the construction of HTML
documents, a thorough grounding in HTML enriches the web implementers'
expertise.
Time to complete: 1 week
Stage Four: Testing
----- ----- -------
After THE VENDOR has Implemented the website onto the ABFG Internet servers, THE
VENDOR will begin a comprehensive review of aspects and traffic through the site
ensuring that qualified hits will be at optimal levels. Cross platform testing
will commence in this phase. All interactive components in the website will be
subjected to a highly specialized group for pier testing. Testing will allow us
to streamline and optimize the website for maximum efficiency.
Time to complete: 1 week
Stage Five: Exposure:
----- ----- ---------
Exposure is the process of handling all the public relations issues of a
website. These include making the existence of a website known to online
communities through publicity as well as forming business or other information
alliances with other websites. Publication and Optimization of all web pages for
search engine indexing. Promotion may involve using specific marketing
strategies or creating business models. This concluding step allows THE VENDOR
to completely enhance your company's ability to maximize exposure to the
predefined target
markets.
Appendix C
-------- -
Details of the times SSPC will appear at bNET-TV
------- -- --- ----- ---- ---- ------ -- -------
NOTE: The services outlined in this Appendix are available free of charge,
whether or not this Agreement is executed.
THE VENDOR's live streaming media affiliation xXxxXX.xxx (Business Network
Television) (XXXX://XXX.XXXXXX.XXX) is at the forefront of new media providing
video conferencing, movie programming, live broadcasting and archived
programming over the Internet through the latest streaming technologies.
xXxxXX.xxx is comprised of a team of qualified professionals with a robust
combination of Television and Internet experience. XXxxXX.xxx develop's winning
video productions optimized for the Internet, CD's, or videocassette.
SSPC will be provided with the ability to do "live" or "taped" Webcasts to the
World Wide Web.
SSPC will be afforded the opportunity to appear on xXxxXX.xxx's once a week, for
the Six-month term of the contract, for a one Fifteen minute show, via
videoconference.
These one Fifteen minute segments will be hosted with xXxxXX.xxx's host and up
to two- (2) representatives from SSPC.
These Fifteen minute segments will be archived for viewing at the SSPC website
as well as the xXxxXX.xxx website. Archived streams from the website will be
limited to only the previous webcast of SSPC.
All Webcasts will remain the property of THE VENDOR. However, SSPC may request
up to one hundred additional copies of each Webcast at no additional cost
provided written request is submitted to THE VENDOR for the copies. Additional
copies of each webcast may be given on terms outside this contract.
Appendix D
-------- -
Details of the Xxxxx.xxx Profile
------- -- --- --------- -------
NOTE: The services outlined in this Appendix are available free of charge,
whether or not this Agreement is executed.
1. Implementation of an Opt-in E-mail campaign and other solicited email
campaigns will commence upon execution of this agreement;
2. A Standard Company Profile will be constructed on XXX.XXXXX.XXX;
3. These campaigns may be run in conjunction with SSPC "Press Releases";
4. THE VENDOR will design SSPC a banner ad on the Xxxxx.xxx site;
5. This ad will be a full color, 175 pixels wide by 75 pixels high or 300
pixels wide by 75 pixels high, and be hyperlinked to the page were the SSPC
products are displayed and purchasable;
6. THE VENDOR will provide SSPC with a detailed report showing stickativity,
impressions, click through rates, etc;
7. THE VENDOR will review the SSPC website, decide appropriate categories, and
submit the site to more than 150 selected search engines and directories;
8. THE VENDOR will confirm this by submitting a detailed report. THE VENDOR
will place keywords or phrases within "meta tags" and hidden within the
content of the HTML to assist in the high placement of your site on Search
Engine listings when viewers use such keywords to search. This assists the
improvement of ranking;
