International Investor Relations Group, Inc.
CONSULTING AGREEMENT
THIS AGREEMENT made this 31st day of May, 2000, by and between:
INTERNATIONAL INVESTOR RELATIONS GROUP, INC.
000 Xxxxxxxxx Xx., # X Xxxxxxxxx Xxxxxxx, XX 00000
xxxx://xxx.xxxxxxx@xxx.xxx
Tel: (000) 000-0000
Fax: (000) 000-0000
a Florida Corporation (hereinafter referred to as "IIRG") and
Origin Investment Group, Inc.
One Magnificent Mile
000 Xxxxx Xxxxxxxx Xxx., Xxxxx 0000
Xxxxxxx, XX 00000
xxx.xxxxxxxxxxxxxxxxxxx.xxx
Tel: 000-000-0000
Fax: 000-000-0000
a Maryland Corporation (hereinafter referred to as the "COMPANY").
Collectively, IIRG and the COMPANY will hereinafter be referred to as "the
parties".
WITNESSETH
WHEREAS, IIRG is an investor relations, direct marketing, publishing, public
relations and advertising firm with expertise in the dissemination of
information about publicly traded companies; and is in the business of providing
investor relations services, publishing, advertising services, fulfillment
services, marketing of business formats and opportunities and other related
programs, services and products; and
WHEREAS, COMPANY is publicly held with its common stock trading on one or more
stock exchanges and/or over-the-counter; and
WHEREAS, COMPANY desires to publicize itself with the intention of making its
name and business better known to its shareholders, investors and brokerage
houses; and
WHEREAS, IIRG is willing to accept COMPANY as a client.
WHEREAS, COMPANY requires investor relations services and desires to employ
and/or retain IIRG to provide such services as an independent contractor, and
IIRG is agreeable to such a relationship and/or arrangement, and the parties
desire a written document formalizing and defining their relationship and
evidencing the terms of this Agreement;
THEREFORE, in consideration of the mutual covenants contained herein, it is
agreed as follows:
DEFINITIONS AND INTERPRETATIONS
1. Captions and Section Numbers
The headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provisions thereof.
2. Extended Meanings
The words "hereof", "herein", "hereunder" and similar expressions used in any
clause, paragraph or section of this Agreement will relate to the whole of this
Consulting Agreement and not to that clause, paragraph or section only, unless
otherwise expressly provided.
3. Number and Gender
In this Agreement, words importing the masculine gender include the feminine or
neuter gender and words in the singular include the plural, and vice versa.
4. Section References and Schedules
Any reference to a particular "article", "section", "paragraph" or other
subdivision of this Agreement and any reference to a schedule, exhibit or
addendum by name, number and/or letter will mean the appropriate schedule,
exhibit or addendum attached to this Agreement and by such reference is
incorporated into and made part of this Agreement.
AGREEMENT
5. Appointment
COMPANY hereby appoints and engages IIRG as its investor relation's counsel and
hereby retains and employs IIRG upon the terms and conditions of this Agreement.
IIRG accepts such appointment and agrees to perform the services upon the terms
and conditions of said Agreement.
6. Engagement
COMPANY engages IIRG to publicize the COMPANY to brokers, prospective investors
and shareholders and as further described below and subject to the further
provisions of the Agreement. IIRG hereby accepts said engagement by COMPANY as a
client, and agrees to publicize COMPANY as further described below and subject
to the further provisions of the Agreement.
7. Authority and Description of Services
During the term of the Agreement, IIRG shall furnish various
professional services and advice as specifically requested by the
COMPANY. Said professional services and advice shall relate to those
services, items and/or subjects described in Addendum "A", which is
attached hereto and made a part hereof by this reference, and/or as
follows:
A. IIRG shall act, generally, as corporate investor relations counsel,
essentially acting (1) as liaison between COMPANY and its
shareholders; (2) as advisor to COMPANY with respect to existing and
potential market makers, broker-dealers, underwriters, and investors
as well as being the liaison between COMPANY and such persons; and (3)
as advisor to COMPANY with respect to communications and information,
including but not necessarily limited to preparation of a one page
magazine advertorial, writing of a corporate profile, preparation of a
research report, planning, developing, designing, organizing, writing
and distributing such communications and information, bookings and
organizing road shows.
B. IIRG shall assist in establishing, and advise COMPANY with respect to
interviews of COMPANY officers by the financial media; interviews of
COMPANY officers by analysts, market makers, broker-dealers, and other
members of the financial community.
C. IIRG shall seek to make COMPANY, its management, its products, and its
financial situation and prospects known to the financial media,
financial publications, broker-dealers, mutual funds, institutional
investors, market makers, analysts, investment advisors, and other
members of the financial community as well as the public generally.
D. IIRG, in providing the foregoing services, shall be responsible for
all costs of providing the services, including but not limited to
out-of-pocket expenses for postage, delivery service (e.g., Federal
Express, United Parcel Service, DHL Worldwide Service), telephone
charges, compensation to third party vendors, copywriters, xxxxx
xxxxxxx, art and graphic personnel, subcontractors, printing, etc.
E. IIRG's compensation under this Agreement shall be deemed to include
the above mentioned costs and expenses, unless otherwise expressly
provided herein.
8. Marketing Program
Including but not necessarily limited to the following components:
(i) IIRG reviews and analyzes all aspects of COMPANY'S goals and makes
recommendations on feasibility and achievement of desired goals.
(ii) IIRG provides through their network, firms and brokers interested in
participating and schedules and conducts the necessary due diligence and
obtains the required approvals necessary for those firms to participate.
IIRG interviews and makes determinations on any firms or brokers referred
by COMPANY with regard to their participation.
(iii)IIRG shall be available to COMPANY to field calls from firms and brokers
inquiring about COMPANY.
9. Terms of Agreement
This Agreement shall become effective upon execution hereof and shall continue
thereafter up to and including May 31, 2001, or in the case of specific services
until such time as such matters are finalized to the satisfaction of both
COMPANY and IIRG. It is expressly acknowledged and agreed by and between the
parties hereto that IIRG shall not be obligated to provide any services and/or
perform any work related to the Agreement until such time as any agreed and/or
specified retainer (deposit, initial fee, down-payment) in US funds, and/or
other specified and/or agreed valuable consideration, has been received by IIRG.
10. Where Services Shall be Performed
IIRG services shall be performed at the main office location, or at other such
designated location(s) as IIRG and COMPANY agree are the most advantageous for
the work to be performed.
11. Limitations on Services
The parties hereto recognize that certain responsibilities and obligations are
imposed by Federal and State Securities Laws and by the applicable rules and
regulations of stock exchanges, the National Association of Securities Dealers,
in-house "due diligence" or "compliance" departments of brokerage houses, etc.
IIRG agrees as follows:
A. IIRG shall NOT release any financial or other information or data about
COMPANY without the consent and approval of the COMPANY.
B. IIRG shall NOT conduct any meetings with financial analysts without
informing COMPANY in advance of any proposed meeting, the format or agenda
of such meeting and COMPANY may elect to have a representative of COMPANY
attend such meeting.
C. IIRG shall NOT release any information or data about the COMPANY to any
selected or limited person(s), entity, or group if IIRG is aware that such
information or data has not been generally released or promulgated.
After notice by COMPANY of filing for a proposed public offering of
securities of COMPANY, and during any period of restriction on publicity,
IIRG shall not engage in any public relations efforts not in the normal
course without approval of counsel for COMPANY and of counsel for the
underwriter(s), if any.
12. Duties of Company
A. COMPANY shall supply IIRG, on a regular and timely basis with all
approved data and information about COMPANY, its management, its products
and its operations and COMPANY shall be responsible for advising IIRG of
any facts which would affect the accuracy of any prior data and information
previously supplied to IIRG so that IIRG may take corrective action.
B. COMPANY shall promptly supply IIRG with full and complete copies of all
filings with all Federal and State securities agencies; with full and
complete copies of all shareholder reports and communications whether or
not prepared with the assistance of IIRG; with all data and information
supplied to any analyst, broker-dealer, market maker, or other member of
the financial community; and with all product/services brochures, sales
materials, etc. COMPANY shall supply IIRG, within 15 days of execution of
this Agreement, with a list of all stockbrokers and market makers active in
the stock of COMPANY, and a complete list of all shareholders on computer
disk in a universal format.
C. IIRG reports are not intended to be used in the offering of securities.
Accordingly, clients must agree to each of the points listed below and to
indemnify IIRG for any breach of these representations and covenants.
(i) COMPANY will immediately notify IIRG if it intends to make any private
or public offering of securities, including S-8 or Regulation S.
Initial______________
(ii) COMPANY will immediately notify IIRG in advance of any insider selling
of clients stock.
Initial_______________
(iii) COMPANY will not use IIRG reports in connection with any offering of
securities without the prior written consent of IIRG.
Initial_______________
D. In that IIRG relies on information provided by COMPANY for a substantial
part of its preparations and reports, COMPANY must represent that said
information is neither false nor misleading, and agrees to hold harmless
and indemnify IIRG for any breach of these representations and covenants;
and COMPANY agrees to hold harmless and indemnify IIRG for any claims
relating to the purchase and/or sale of COMPANY securities occurring out
of, or in connection with, IIRG's relationship with COMPANY, unless such
claim arises out of or is a result of any wrongful or negligent act or
omission of IIRG or its agents, including, without limitation, reasonable
attorney's fees and other costs.
E. In that IIRG shareholders, officers, employees, and/or members of their
families may hold a position in and engage in transactions with respect to
COMPANY securities, and in light of the fact that IIRG imposes restrictions
on such transactions to guard against trading on the basis of material
nonpublic information COMPANY shall contemporaneously notify IIRG if any
information or data being supplied to IIRG has been generally released or
promulgated.
13. Representation and Indemnification
A. COMPANY shall be deemed to make a continuing representation of the accuracy
of any and all material facts, materials, information, and data which it
supplies to IIRG and the COMPANY acknowledges its awareness that IIRG will
rely on such continuing representation in disseminating such information
and otherwise performing its investor relations functions.
B. IIRG, in the absence of notice in writing from COMPANY, will rely on the
continuing accuracy of materials, information, and data supplied by
COMPANY.
C. COMPANY hereby agrees to hold harmless and indemnify IIRG against any
claims, demands, suits, loss, damages, etc., arising out of IIRG's reliance
upon the continuing accuracy of such facts, materials, information and
data, unless IIRG has been negligent in performing its duties and
obligations hereunder.
D. IIRG shall issue, as required upon written approval of COMPANY, corrective,
amendatory, supplemental, or explanatory press releases, shareholder
communications and reports, or data supplied to analysts, broker-dealers,
market makers, or other members of the financial community.
E. COMPANY shall cooperate fully and timely with IIRG to enable IIRG to
perform its duties and obligations under this Agreement.
F. The execution and performance of this Agreement by COMPANY has been duly
authorized by the Board of Directors of COMPANY in accordance with
applicable law, and to the extent required by the requisite number of
shareholders of COMPANY.
G. The performance by COMPANY of this Agreement will not violate any
applicable court decree or order, law or regulation, nor will it violate
any provision of the organizational documents and/or bylaws of COMPANY or
any contractual obligation by which COMPANY may be bound.
H. COMPANY shall promptly deliver to IIRG a complete due diligence package to
include latest 10K, latest 10Q, last 6 months of press releases and all
other relevant materials, including but not limited to corporate reports,
brochures, etc.
I. COMPANY shall promptly deliver to IIRG a list of names and addresses of all
shareholders of COMPANY which it is aware. This list shall be upgraded at
IIRG's request.
J. COMPANY shall promptly deliver to IIRG a list of brokers and market makers
of COMPANY'S securities, which have been following COMPANY.
K. Because IIRG will rely on such information to be supplied it by COMPANY,
all such information shall be true, accurate, complete and not misleading
in all respects.
L. COMPANY shall act diligently and promptly in reviewing materials submitted
to it by IIRG to enhance timely distribution of the materials and shall
inform IIRG of any inaccuracies contained therein within a reasonable time
prior to the projected or known publication date.
14. Compensation
A. For all general investor relation's services, COMPANY shall make
payment to IIRG as follows:
Payment schedule to be discussed, and shall be disbursed in accordance with
IIRG's performing services as described in Addendum "A" attached and
incorporated herein:
For a total of $400,000.00
100,000 purchase warrants priced at 100% of the market, 100,000 purchase
warrants priced at 150% of the market, 100,000 purchase warrants priced at
200% of the market.
For a total of 300,000 purchase warrants.
B. All monies payable hereunder shall be in US funds and drawn on US banks.
The parties acknowledge that in negotiating this fee they recognize that
the services will probably not be performed in equal monthly segments, but
may be substantial during the earlier portion of the term and less
thereafter as relationships and communication lines are established. Thus,
part of the compensation for earlier services will be deferred and
therefore any lessening of services shall not constitute a breach or
termination hereof and the level fee shall continue. All purchase warrants
shall be issued subject to approval by the COMPANY's shareholders in
accordance with Section 61(a)(3)(C)(i-ii) of the Investment Company Act of
1940.
C. See Addendum "B" for further details related to compensation, if any.
D. For all special services, not within the scope of the Agreement, COMPANY
shall pay to IIRG such fee(s) as, and when, the parties shall determine in
advance of performance of said special services, provided COMPANY has
agreed to said special services in advance.
15. Billing and Payment
Monthly fees or payments shall be due and payable without billing. Billing and
payments for special services shall be as agreed on a case by case basis.
COMPANY acknowledges and agrees that deposits, initial payments, down payments,
partial payments, payments for special services, monthly fees or monthly
payments shall be by wire transfer to IIRG's bank account upon execution of any
agreement or agreements, or upon payment due date in the case of monthly fees or
monthly payments, or in the case of special services within five (5) days of
invoice for work scheduled to be performed, unless expressly provided otherwise
in writing, and that if such funds are not received by IIRG by said date COMPANY
shall pay to IIRG an additional operations charge equal to 1% for each day said
funds are not received.
16. IIRG as an Independent Contractor
IIRG shall provide said services as an independent contractor, and not as an
employee of COMPANY or of any company affiliated with COMPANY. IIRG has no
authority to bind COMPANY or any affiliate of COMPANY to any legal action,
contract, agreement, or purchase, and said action can not be construed to be
made in good faith or with the acceptance of COMPANY; thereby becoming the sole
responsibility of IIRG. IIRG is not entitled to any medical coverage, life
insurance, savings plans, health insurance, or any and all other benefits
afforded COMPANY employees. IIRG shall be solely responsible for any Federal,
State or Local taxes, and should COMPANY for any reason be required to pay taxes
at a later date, IIRG shall ensure such payment is made by IIRG, and not by
COMPANY. IIRG shall be responsible for all workers compensation payments and
herein holds COMPANY harmless for any and all such payments and responsibilities
related hereto.
17. IIRG Not to Engage in Conflicting Activities
During the term of this Agreement, IIRG shall not engage in any activities that
directly conflict with the interests of COMPANY. COMPANY hereby acknowledges
notification by IIRG and understands that IIRG does, and shall, represent and
service other multiple clients in the same manner as it does COMPANY, and that
COMPANY is not an exclusive client of IIRG.
18. Trade Secrets and Inventions
IIRG shall treat as proprietary any and all information belonging to COMPANY,
its affiliates, or any third parties, disclosed to IIRG in the course of the
performance of IIRG services. IIRG assigns and agrees to assign to COMPANY or
its nominee all rights in invention and other proprietary information conceived
by IIRG during the term of this Agreement with respect to any work performed
under said Agreement.
19. Inside Information - Securities Violations
In the course of the performance of this Agreement it is expected that specific
sensitive information concerning the operations of COMPANY'S business, and/or
affiliate companies shall come to the attention and knowledge of IIRG. In such
an event, IIRG will not divulge, discuss or otherwise reveal such information to
any third parties.
20. Disclosure
IIRG is required to immediately disclose to COMPANY any outside activities or
interests, including ownership or participation in the development of prior
contractual relations, that conflicts or may conflict with the best interests of
COMPANY. It is mutually understood that prompt disclosure is required under this
paragraph if the activity or interest is related, directly or indirectly, to any
activity that IIRG may be involved with on behalf of COMPANY.
21. Warranty Against Contemplation of Agreement Related Corrupt Practices
IIRG represents and warrants that all payments and other valuable considerations
paid or to be paid under this Agreement constitutes compensation for services
rendered; that this Agreement and all payments and other valuable considerations
and the use of those payments and valuable considerations are non-political in
nature; and that said payments and valuable considerations do not influence,
sway or bribe any government or municipal party, either domestic or foreign, in
any way.
22. Amendments
This Agreement may be modified or amended, provided such modifications or
amendments are mutually agreed upon by and between the parties hereto and that
said modifications or amendments are made in writing and signed by both parties.
23. Severability
If any provision of this Agreement shall be held to be contrary to law, invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
contrary to law, invalid or unenforceable, and that by limiting such provision
it would become valid and enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
24. Termination of Agreement
Either party prior to the expiration of the term provided in Paragraph 9 above
except as follows might not terminate this Agreement:
a) Upon the bankruptcy or liquidation of the other party; whether
voluntary or involuntary;
b) Upon the other party taking the benefit of any insolvency law; and/or
c) Upon the other party having or applying for a receiver appointed for
either party;
d) Sixty (60) day written notice by either party.
25. Attorney Fees
In the event that either party is in default of the terms or conditions of this
Agreement and legal action is initiated or suit be entered as a result of such
default, the prevailing party shall be entitled to recover all costs incurred as
a result of such default including all costs, reasonable attorney fees, expenses
and court cost through trial, appeal and to final disposition.
26. Return of Records
Upon termination of this Agreement, IIRG shall immediately deliver to COMPANY
all records, notes, data, memorandum, models and equipment of any nature that
are in the control of IIRG that are the property of or relate to the business of
COMPANY.
27. Waiver of Breach
Waiver by either party of a breach of any provision of this Agreement by the
other party shall not operate or be construed as a waiver of any subsequent
breach by the other party.
28. Disclaimer by IIRG
IIRG shall be the preparer of certain promotional materials, and IIRG makes no
representation to COMPANY or others that (i) its efforts or services will result
in any enhancement to COMPANY (ii) the price of COMPANY'S publicly traded
securities will increase (iii) any person will purchase COMPANY'S securities, or
(iv) any investor will lend money to and/or invest in or with COMPANY.
29. Early Termination
In the event COMPANY fails or refuses to cooperate with IIRG, or fails or
refuses to make timely payment of the compensation set forth above and/or in
Addendum "A", IIRG shall have the right to terminate any further performance
under this Agreement. In such event, and upon notification thereof,
compensation, pursuant to Paragraph 24(D) above, shall become immediately due
and payable and/or deliverable, and IIRG shall be entitled to receive and retain
the same as liquidated damages and not as a penalty, in lieu of all other
remedies the parties hereby acknowledge and agree that it would be too difficult
currently to determine the exact extent of IIRG's damages, but that the receipt
and retention of such compensation is a reasonable present estimate of such
damage.
30. Limitation of IIRG Liability
In the event IIRG fails to perform its work or services hereunder its entire
liability to COMPANY shall not exceed the greater of (i) the amount of cash
compensation IIRG has received from COMPANY under Paragraph 14 above (ii) the
amount of cash compensation IIRG has received from COMPANY under Addendum "B";
or (iii) the actual damage to COMPANY as a result of such non-performance. In no
event shall IIRG be liable to COMPANY for any indirect, special or consequential
damages, or for any claim against COMPANY by any person or entity arising from
or in any way related to this Agreement.
31. Agreement Not to Hire
COMPANY understands and appreciates that IIRG invested a tremendous amount of
time, energy and expertise in the training of its employees and education of its
sub- contractors to be able to provide the very services COMPANY desires.
COMPANY further understands that in the event an employee of IIRG be enticed to
leave, then IIRG shall be damaged in an amount the parties are incapable to
calculating at the present time. Therefore, COMPANY agrees not to offer
employment to any employee or sub-contractor of IIRG, nor to allow any employee,
officer or director of COMPANY to offer such employment with COMPANY or any
other company, concern, venture or entity with whom officers and directors of
COMPANY are employed, associated or hold a financial stake in for a period of
three (3) years from the date of expiration or termination hereof.
32. Miscellaneous
A. Effective date of representations shall be no later than the date IIRG is
prepared to distribute magazines and/or brochures pursuant to this
Agreement.
B. Currency: In all instances, references to dollars shall be deemed to be
United States currency.
C. Stock: In all instances, references to stock shall be deemed to be
unrestricted and free trading or registered warrants or piggyback
registered rights.
33. Notices
All notices hereunder shall be in writing and addressed to the party at the
address herein set forth, or at such other address which notice pursuant to this
section may be given, and shall be given by either personal delivery, certified
mail, express mail or other national overnight courier services. Notices shall
be deemed given upon the earlier of actual receipt or three (3) business days
after being mailed or delivered to such courier service. Any notices to be given
hereunder shall be effective if executed by and sent by the attorneys for the
parties giving such notice, and in connection therewith the parties and their
respective counsel agree that in giving such notice such counsel may communicate
directly in writing with such parties to the extent necessary to give such
notice. Any notice required or permitted by this Agreement to be given shall be
given to the respective parties at the addresses listed on Page 1 of this
Agreement.
34. Time is of the Essence
The parties of their respective obligations. hereby expressly make time of the
essence of this Agreement with respect to the performance, hereunder.
35. Inurment
This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, personal
representatives, successors, assigns and any addenda's attached hereto.
36. Entire Agreement
This Agreement contains the entire agreement of the parties and may be modified
or amended only by agreement in writing, signed by the party against whom
enforcement of any waiver, change, amendment, modification, extension or
discharge is sought. Both parties declare that there are no oral or other
agreements or understandings between them affecting this Agreement, or relating
to the business of IIRG. This Agreement supersedes all previous agreements
between IIRG and the COMPANY.
37. Applicable Law
This Agreement is not valid or binding upon IIRG unless and until executed by
its President or other duly authorized executive officer of IIRG at its home
office in Altamonte Springs, Florida.
38. Non-waiver
The failure of either party, at any time, to require any such performance by any
other party shall not be construed as a waiver of such right to require such
performance and shall in no way affect such party's right to require such
performance and shall in no way affect such party's right subsequently to
require full performance hereunder.
39. Execution in Counterpart
This Agreement may be executed in counterpart, not withstanding the date or
dates upon which this Agreement is executed and delivered by any of the parties,
and shall be deemed to be an original and all of which will constitute one and
the same agreement, effective as of the reference date first written above.
[[SIGNATURE PAGE FOLLOWS]]
IN WITNESS WHEREOF, the parties hereto have set tHeir hands in execution of
this Agreement.
Origin Investment Group, Inc.
BY: /S/ XXXX X. XXXXXXX
-----------------------------
Xxxx X. Xxxxxxx
C.E.O.
INTERNATIONAL INVESTOR RELATIONS GROUP, INC.
BY: /S/ XXXXXX X. XXXXXXXXX, III
------------------------------
Xxxxxx X. Xxxxxxxxx, III
President
Addendum A
Services that will be performed:
28 road shows Sample of cities will include New York, Chicago, Boston,
Philadelphia, Los Angeles, San Diego, and San Francisco. We will reach
approximately 600 to 750 brokers, fund managers, and financial advisors.
3 Media Placements Media placement/ lead generation program Opportunist
Magazine-350,000 investors, Stockbrokers Magazine-25,000 stockbrokers,
Buyside Magazine-31,000 Readers.
6 Media Placements in Stock/Card deck reaching 600,000 + investors These
are standard stockdeck/broker deck mailers directly mailed to the Readers
of Money World, Bull & Bear Louis Rukerser WS Insiders Guide, Growth Stock
Report Investors Daily Newswire.
24 Newsreleases, includes broadcast fax to all interested parties News
releases are released by Business Newswire and are picked up by Bloomberg,
Dow Xxxxx News service, Rueters, etc.
Research report 6-8 page full color This is a full color glossy research
report describing in detail the particulars of the company. (5000 printed)
Fulfillment- all requests for due diligence packages for one year. All
requests for packages will be forwarded to IIRG for distribution. We will
reproduce all materials, (Q's, K's, and inserts). The company will provide
all color-printed brochures.
Broker card- 2 sided full color This is a concise but brief information
piece primarily used by brokers to explain and sell their clients. (5000
printed)
Addendum B
All Monies payable hereunder shall be in U.S. funds and drawn on U.S.
banks. The parties acknowledge that in negotiating this fee they recognize
that the services will probably not be performed in equal monthly segments,
but may be substantial during the earlier portion of the term and less
thereafter as relationships and communication lines are established. Thus,
part of the compensation for earlier services will be deferred and
therefore any lessening of services shall not constitute a breach or
termination hereof and the level fee shall continue.
$400,000.00
Payment schedule as follows: to be discussed.
100,000 purchase warrants priced at 100% of the market, 100,000 purchase
warrants priced at 150% of the market, 100,000 purchase warrants priced at 200%
of the market.
For a total of 300,000 purchase warrants.
For all special services, not within the scope of the agreement, COMPANY
shall pay to IIRG such fee(s) as, and when, the parties shall determine in
advance of performance of said special services, provided COMPANY has
agreed to said special services in advance. All purchase warrants shall be
issued subject to approval by the COMPANY's shareholders in accordance with
Section 61(a)(3)(C)(i-ii) of the Investment Company Act of 1940.
