Exhibit 4.02
FINANCIAL PUBLIC RELATIONS AGREEMENT
This Financial Public Relations Agreement (the "Agreement") is made and
entered into effective on the 24th day of February, 1997, between The Java
Group, Inc., a Delaware corporation (the "Company"), having offices at 000-000
Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 and Xxxx Xxxxx,
located at 000 Xxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx, Xxxxxx, X0X 0X0.
Premises
A. The Company is a publicly-held corporation with its securities currently
traded on the NASDAQ Bulletin Board market.
B. Consultant is established in the securities industry and has experience in
providing advice and support for publicly-held companies. More
specifically, the Consultant has found market professionals both in Europe
and Canada who he has introduced to the Company's activities.
C. The Company desires to retain the services of Consultant, and Consultant
desires to offer such services, on the terms and conditions set forth in
this Agreement.
NOW, THEREFORE, based on the foregoing premises and in consideration of
the mutual covenants of the parties and benefits to be derived therefrom, it is
hereby agreed as follows:
Agreement
1. Engagement of Consultant: The Company hereby engages Consultant to provide
services to the Company under the terms of this Agreement, including, but
not limited to, the analysis of the business and proposed business of the
Company by equity participants; the presentation of the Company to market
professionals, including broker-dealers, mutual funds, and other
institutional investors. Travelling expenses incurred with development of
these investors is to be covered by stock issued in the Company.
2. Marketing: The Java Group, Inc., shall furnish to Consultant disclosure
and filing materials, financial statements, business plans, promotional
materials, annual reports and press releases. In addition, Company agrees
to distribute due diligence packages in ample quantities to potential
investors
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as well as to the brokerage community. Consultant may relay on, and assume
the accuracy of the due diligence package and/or research reports.
Consultant may disseminate the contents of the due diligence package and
any research reports in order to attract market professionals. Company
acknowledges that Consultant is engaged in other business activities and
will continue such activities during the term of this Agreement.
Consultant shall not be restricted from engaging in other business
activities during the term of this Agreement.
3. Compensation to Consultant: For the services provided to the Company, the
Consultant is to receive 50,000 JVGI common shares. The shares are payable
upon execution of this contract. The Consultant is to pay for all agreed
upon travelling expenses from the issue of shares.
4. Term: This Agreement shall commence on the date hereof and will terminate
on the earliest of the following:
a. 6 months from the date of this Agreement
b. This Agreement can be renewed after 6 months and extended for
a mutually agreed upon period of time.
c. Upon termination for cause by Company upon 30 days written
notice. Cause shall be determined solely as to the following:
violation of any rule or regulation of any regulatory agency;
any other neglect, act or omission detrimental to the conduct
of Company business; material breach of the Agreement or any
unauthorized disclosure of any of the secrets or confidential
information or Company; dishonesty related to independent
contractor status.
5. Confidentiality: Consultant acknowledges that it may receive confidential
and proprietary information of the Company in connection with the services
provided under the terms of this Agreement. The Consultant agrees to keep
all such information confidential and to take prudent steps to assure that
its officers, directors, and employees maintain the confidentiality of
such information, including obtaining agreements similar to the provisions
of this paragraph from such officers, directors, and employees, and to not
use such confidential information, except for the direct benefit of the
Company. Consultant shall not disclose such confidential information and
shall take reasonable steps to prevent the disclosure by its officers,
directors, and employees, without the prior written consent of the
Company.
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6. Independent Consultant: The Company and Consultant hereby acknowledge that
Consultant is an independent contractor. Consultant shall not hold itself
out as, nor shall it take any action from which others might infer that it
is, a partner or agent of or a joint venturer with the Company. Consultant
shall have no authority to act on behalf of or bind the Company and shall
take no action which purports to bind the Company.
7. Entire Agreement: This Agreement is and shall be considered to be the only
agreement or understanding between the parties hereto with respect to the
engagement of Consultant by the Company. All negotiations, commitments,
and understandings acceptable to both parties have been incorporated
herein. No letter, telegram, or communication passing between the two
parties hereto covering any matter during this contract period, or any
plans or periods thereafter, shall be deemed as part of this Agreement;
and shall not have the effect of modifying or adding to this Agreement
unless it is distinctly stated is such letter, telegram, or communication
that it is to constitute a part of this Agreement and is to be attached as
an amendment to this Agreement and is signed by the parties to this
Agreement.
8. Governing Law: This Agreement shall be governed by and
interpreted in accordance with the laws of the Province of
British Columbia.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ Xxx Xxxxxxxxxx
-----------------------------
Xxx Xxxxxxxxxx February 24, 1997
President and CEO
The Java Group, Inc.
/s/ Xxxx Xxxxx
-----------------------------
Xxxx Xxxxx February 24, 1997
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