Exhibit 10.1
CONSULTING AGREEMENT
THIS AGREEMENT is made as of the 1 st day of December, 1996, by and between
VERMONT PURE HOLDINGS, LTD., a Delaware corporation ("Company") located at X.X.
Xxx X, Xxxxxxxx, Xxxxxxx 00000 and CORPORATE INVESTORS NETWORK, INC., a New York
corporation ("Network") having offices at 00 Xxxxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx
Xxxx 00000.
WITNESSETH:
WHEREAS, the Company desires to secure the services of Network as
consultant and Network desires to provide such services to the Company.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties agree as follows:
1 . Network hereby agrees that it will render financial public relations
and consulting services to the Company for the purpose of helping the Company
better communicate with the financial community, the media and its shareholders.
The services shall include the introduction of the Company to the financial
community and to the business and financial media as well as acting as the
liaison between the Company and these audiences; develop and implement a program
of targeting analysts, portfolio managers and brokers from both "buy" and
sell" side investment firms; facilitate logistics of visits to marketing areas;
and the preparation and dissemination of press releases relating to important
business developments.
Network will devote such time as is reasonably necessary to perform these
services for the Company consistent with and specifically recognizing Network's
commitments and obligations to other businesses for which it performs consulting
services. Network is to provide services on a non-exclusive basis.
2. The term of this Agreement will commence on the date first written above
and continue for a period of six-months thereafter. Unless terminated as
provided herein, this Agreement will be renewed for five successive six-month
terms and will terminate on the third anniversary of the date first written
above.
3. For the services to be rendered and performed by Network under this
agreement, the Company will pay to Network in advance $5,000 on each three month
anniversary of the date first written above ($20,000 per annum) during the term
of this Agreement, of which $5,000 is payable upon the signing of this
Agreement. In addition, the Company will issue a Warrant to Xxxxxx X. Xxxxxx,
President of Network, to purchase a total of twenty thousand shares of common
stock of the Company ("Common Stock"), exercisable as follows, (i) 5,000 shares
will be exercisable at $2.00 per share at such time as the Company's Common
Stock has a last sale price for five consecutive trading days equal to or in
excess of $2.00 at any time prior to December 1, 1999, (ii) 5,000 additional
shares will be exercisable at $3.00 per share at such time as the Company's
Common Stock has a last sale price for five consecutive trading days equal to or
in excess of $3.00 at any time prior to December 1, 1999, (iii) 5,000 additional
shares will be exercisable at $4.00 per share at such time as the Company's
Common Stock has a last sale price for five consecutive trading days equal to or
in excess of $4.00 at any time prior to time as the Company's Common Stock has a
last sale price for five consecutive trading days equal to or in excess of $5.00
at any time prior to December 1, 1999. The last sale price will be as reported
by The Nasdaq Stock Market or any other national exchange on which the Company's
Common Stock as traded. The issuance of the Warrant is subject to the terms
thereof being approved by the board of directors of the Company, in their sole
discretion. [If the board of directors fails to approve the Warrant, this
Agreement shall terminate and Network shall be entitled to retain any amount
already paid to it. ]
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The Company shall reimburse Network for Network's reasonable and necessary
out-of-pocket expenses incurred in the performance of its duties, provided that
expenses for special projects will be approved in advance in writing and
out-of-pocket expenses will not exceed $500 per month unless approved in advance
in writing. All such expenses will be paid upon presentation of evidence
supporting the expense and as otherwise reasonably requested by the Company.
4. Network agrees that neither it nor its employees or agents will during
the term of this Agreement or at any time thereafter disclose or divulge or use,
directly or indirectly, for its own benefit or that of others, any confidential
information, data, trade secrets, etc., relating to the business of the Company
learned in connection with its work for the Company. The provisions of this
paragraph shall survive the termination of this Agreement and shall continue
until such information, data, trade secrets, etc., becomes public knowledge
through no fault of Network or any of its employees or agents. Upon termination
of this Agreement, Network will immediately return to the Company all papers,
materials and copies of such provided by or on behalf of the Company to Network.
5. As a consultant for the Company, Network may rely upon the information
supplied to Network by the Company's authorized officers and directors as to
accuracy and completeness. Network agrees to indemnify, hold harmless and defend
the Company from any suit or proceeding which may arise out of or be due to any
inaccuracy, incompleteness or omission of information regarding the Company
(other than such information which was provided by the Company to Network) given
or distributed by any of Network's employees or agents.
6. This Agreement may be terminated, except as otherwise provided in
Section 4 hereof, at any time upon 15 days prior written notice from the Company
to Network. Upon termination of this Agreement, Network shall be entitled to
retain any amount previously paid to it, but shall not be entitled to any future
payments that were contemplated hereunder. Such written notice may be given by
hand, regular mail or by fax, effective upon the giving of notice. Upon any
termination, the Warrant shall terminate as to any unvested shares of Common
Stock.
7. This Agreement will be deemed to have been made and delivered in New
York City and will be governed as to validity, interpretation, construction,
effect and in all other respects by the internal laws of the State of New York.
The Company and Network each hereby (i) agrees that any legal suit, action or
proceeding arising out of or relating to this Agreement shall be instituted
exclusively in New York State Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York, (ii) waives
any objection to the venue of any such suit, action, proceeding and the right to
assert that such forum is not a convenient forum for such suit, action or
proceeding, (iii) irrevocably consents to the jurisdiction of the New York State
Supreme Court, County of New York, and the United States District Court for the
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Xxxxxxxx Xxxxxxxx xx Xxx Xxxx in any such suit, action or proceeding and (iv)
agrees to accept and acknowledge service or any and all process which may be
served in any such suit, action or proceeding in New York State Supreme Court,
County of New York or in the United States District Court for the Southern
District of New York and agrees that service of process upon it mailed by
certified mail to its address shall be deemed in every respect effective service
of process upon in any suit, action or proceeding.
8. This agreement is not assignable by Network without the prior written
consent of the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
this 1 st day of December, 1996.
CORPORATE INVESTORS NETWORK, INC. VERMONT PURE HOLDINGS, LTD.
By: \ S \ XXXXXX X. XXXXXX By: \ S \ XXXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, President
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