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REPRESENTATION AGREEMENT
AGREEMENT made this 2nd day of January, 1998 by and between TCKTS,
L.L.C. dba Bristol Media, Ltd. ("Bristol") and PAN Environmental Corporation, a
Delaware corporation ("the Company").
WITNESS THAT:
WHEREAS, Bristol is a consulting firm which represents publicly traded
companies, and
WHEREAS, the Company is publicly held company and its common stock is
traded on the "over the counter" market called NASD's "Electronic Bulletin
Board", and
WHEREAS, the Company is desirous of acquiring a successful private
corporation which the Company believes has the potential to become sufficiently
profitable to make a successful public company, and
WHEREAS, the Company desires to publicize itself with the intentions of
making its name and business better known to shareholders, brokerage houses, and
the financial community and desires to find sources of venture capital, and
WHEREAS, Bristol as an independent contractor, is willing to accept the
Company as a client acting in the capacity as consultant,
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed:
1. ENGAGEMENT: The Company hereby engages Bristol to create a broker
package and to publicize the Company to brokers, market makers,
prospective investors and shareholders described in paragraph 2 of this
Agreement, and subject to the further provisions of this Agreement.
Bristol hereby accepts the Company as a client and agrees to publicize
the Company as described in paragraph 2 of this Agreement and to assist
the Company in finding sources of venture capital.
2. MARKETING PROGRAM: Consists of the following components:
A. Bristol will review and analyze all aspects of the Company's
goals and make recommendations on feasibility and achievement of
the desired goals.
Representation Agreement
Bristol/PAN
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B. Bristol will review all of the general information and recent
filings from the Company and produce a Corporate profile in
brokerage style format to be approved by the Company prior to
circulation.
C. Bristol will provide, through its network of firms and brokers
interested in participating (becoming an active market maker),
the necessary due diligence and obtain the required approvals
necessary for those firms to participate. Bristol will also
interview and make determinations on any firms or brokers
referred to it by the Company with regard to their participation.
D. Bristol will be available to the Company to field any calls from
firms and brokers inquiring about the Company. Bristol will only
provide information which is otherwise available to the public.
E. Bristol will perform its required duties in a responsible and
legal manner in accordance with state and federal securities
acts.
F. Bristol will not make any statements or disseminate and
information about the Company that is not verified by the Company
in advance.
G. Bristol will complete negotiations with a NASD registered broker
dealer to act as the Placement Agent or with the Company itself
to act as its own placement agent for a possible public offering
or private placement of the Company's securities on terms
agreeable to the Company if such a need for venture capital is
warranted.
H. Bristol will provide back to the Company periodic status reports
in its efforts as consultant to the Company, providing disclosure
as to firms interested in participating as investors, market
makers and/or broker dealers, along with contact person, contact
number and other information relevant to Bristol in its capacity
to the Company.
3. TIME OF PERFORMANCE: Services to be performed under this Agreement shall
commence upon the execution of this Agreement and shall continue until
completion, which generally is expected to occur within twenty-four (24)
months.
4. COMPENSATION AND EXPENSES: In consideration of the investor relations
services to be performed by Bristol, PAN agrees to pay compensation to
Bristol's contractors in the amount of $4,000 per month commencing on
January 2, 1998. In addition, PAN agrees to advance telephone, postage
and delivery expenses in the amount of $1,000 per month commencing on
January 2, 1998. Accounting for such advances shall be furnished back to
PAN within 30 days after such advances. Any other expenses shall be
authorized and paid as mutually agreed.
Representation Agreement
Bristol/PAN
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5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The Company represents
and warrants to Bristol, each such representation and warranty being
deemed to be material, that:
A. The Company will cooperate fully and timely with Bristol to
enable Bristol to perform its obligations under the contract.
B. The execution and performance of this Agreement by the Company
has been duly authorized by the Board of Directors of the Company
in accordance with applicable law;
C. The performance by the Company of this Agreement will not violate
any provisions of the organizational documents of the Company or
any contractual obligation by which the Company may be bound;
D. The Company will promptly deliver to Bristol a complete due
diligence package to include the latest Annual Report and
quarterly reports, including financial statements, last twelve
months of press releases and all other relevant materials,
including but not limited to corporate reports, brochures, and
news worthy events.
E. The Company will promptly delivery to Bristol a list of names,
addresses and phone numbers of all shareholders of the Company of
which it is aware.
F. The Company will promptly delivery to Bristol a list of
investors, brokers and market makers of the company's securities
which are interested in the Company.
G. Because Bristol will rely upon information to be supplied it by
the Company, all such information shall be true, accurate, and
not misleading, in all respects to the best knowledge and belief
of the Company.
H. The Company will act diligently and promptly in reviewing
materials submitted to it by Bristol to enhance timely
distribution of the materials and will inform Bristol of any
inaccuracies contained therein prior to the projected publication
date.
6. DISCLAIMER BY BRISTOL: BRISTOL WILL BE SUPERVISOR OF CERTAIN PROMOTIONAL
MATERIALS. BRISTOL MAKES NO REPRESENTATION THAT: (A) ITS SERVICES WILL
RESULT IN ANY ENHANCEMENT TO THE COMPANY, (B) THE PRICE WILL INCREASE,
(C) ANY PERSON WILL PURCHASE SECURITIES IN THE COMPANY AS A RESULT OF
THE CONTRACT, OR (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN OR
WITH THE COMPANY.
7. OWNERSHIP OF MATERIALS: All right, title and interests in and to
materials to be produced by Bristol in connection with the contract and
other services to be rendered
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Bristol/PAN
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under this Agreement shall be and remain the sole and exclusive property
of Bristol, except that if the Company performs fully and timely its
obligations hereunder, it shall be entitled to receive, upon written
request, one (1) copy of all such materials.
8. CONFIDENTIALITY: Until such time as the same may become publicly known,
Bristol agrees that any information provided to it by the Company of a
confidential nature will not be revealed or disclosed to any person or
entity, except in the performance of this Agreement and upon completion
of its services and upon the written request of the Company, any
original documentation provided by the Company will be returned to it.
Bristol will, however, require Confidentiality Agreements from its own
employees and from contractors Bristol reasonably believes will come
into contact with confidential material.
9 NOTICES: All notices hereunder shall be in writing and addressed to the
party at the address herein set forth, or such other address as to which
notice pursuant to this section may be given, and shall be given by
personal delivery, by certified mail (return receipt requested), Express
Mail or by national overnight courier. Notices will be deemed given upon
the earlier of actual receipt or three (3) business days after mailed or
delivered to such courier services.
NOTICES SHALL BE ADDRESSED TO:
TCKTS, L.L.C. dba Bristol Media, Ltd.
00000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
and
PAN Environmental Corporation
00000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
10. MISCELLANEOUS:
A. EFFECTIVE DATE OF REPRESENTATIONS: January 2, 1998.
B. GOVERNING LAW: This Agreement shall be governed by and
interpreted under the laws of the State of Washington where the
Company is currently
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Bristol/PAN
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transacting business and where this Agreement has been accepted
by Bristol. Securities matters will be interpreted pursuant to
various state and federal laws.
C. CURRENCY: In all instances, references to dollars shall be deemed
to be United States of America dollars.
D. MULTIPLE COUNTERPARTS: This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original. It shall
not be necessary that each party execute each counterpart, or
that any one counterpart be executed by more than one party, so
long as each party executes at least one counterpart.
11. MUTUAL INDEMNIFICATION: The parties to this Agreement agree to indemnify
and hold harmless the other party from any cause of action, claim
liability, damage or penalty suffered as a result to the judgment of
misstatement of fact, of failure to state a fact is material to the
judgment of potential investors or to the conduct of the other party
which liability, claim, damage or penalty results from the act or
actions, or failure to act or disclosure of the other party.
TCKTS, L.L.C. PAN ENVIRONMENTAL
DBA BRISTOL MEDIA, LTD. CORPORATION
By /s/ XXXXXXXX X. XXXXXXXX By /s/ XXXXX XXXXXXXX
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Its Managing Member Its President
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Date 1-2-98 Date 1-2-98
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Representation Agreement
Bristol/PAN
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