[LETTERHEAD OF HAWK ASSOCIATES, INC.]
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
AGREEMENT made as of July 28, 2003 (the "Effective Date") between Hawk
Associates, Inc., an investor relations firm having its place of business at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as "Hawk") and Health
Express USA, Inc. with an address at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (herein after referred to as the "Company").
WITNESSETH:
WHEREAS, ▇▇▇▇ is engaged in the business of providing investor
relations, financial media relations, public relations and other appropriate
consulting and advisory services; and
WHEREAS, the Company is desirous of entering into an agreement
utilizing Hawk services and expertise; and
WHEREAS, the Company desires to accept such a relationship upon the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, it is agreed as follows:
1. The Company desires to retain the services of Hawk as an independent
contractor to provide investor relations consulting and advisory services in
numerous areas and Hawk desires to accept such engagement by Company, pursuant
to the terms and conditions of this Agreement. These areas include providing the
following services as appropriate, but are not limited to:
o Development of Investor/Media Relations Wall Street Branding
Strategy
o Creation and Regular Updating of Investment Profiles
o Hawk Associates Website Virtual Investor Kit/Virtual Media Kit
o Email Alerts
o Drafting and Management of Press Releases
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o Development and Maintenance of Investor/Media Email and Contact
Database Road Shows/Investor Meetings
o Handling of Investor Information Queries
o Mailings to Targeted Members of the Investment Community and
Media
o Quarterly Conference Calls
o Crisis Management Consulting
o IR Presenter and Virtual Roadshows
o Annual Reports/Quarterly Reports to Shareholders
o Expanded Company Backgrounder or Fact Sheets
o PowerPoint Investor Presentation
o Road Shows/Investor Meetings
2. In consideration for such services, Company will provide the following
compensation to Hawk:
A. Upon the signing of this agreement, ▇▇▇▇ will be granted a five-year
warrant to purchase 100,000 shares of the Company's common stock at a
price of $.55 per share. The warrants will immediately vest.
If still engaged by the Company, ▇▇▇▇ will be granted a five-year
warrant to purchase 100,000 shares of the Company's common stock at a
price of $1.50 per share when the price of the Company's common stock
closes at $1.50. The options will immediately vest.
If still engaged by the Company, ▇▇▇▇ will be granted a five-year
warrant to purchase 75,000 shares of the Company's common stock at a
price of $2.50 per share when the price of the Company's common stock
closes at $2.50. The options will immediately vest.
If still engaged by the Company, ▇▇▇▇ will be granted five-year
warrant to purchase 50,000 shares of the Company's common stock at a
price of $5.00 per share when the price of the Company's common stock
closes at $5.00. The options will immediately vest.
▇. ▇▇▇▇ will be paid a retainer fee of $7,000 per month effective
August 1, 2003. In addition, ▇▇▇▇ will be reimbursed for normal out of
pocket operating expenses such as phones, faxes, Fedexes, routine
printing and routine postage incurred by ▇▇▇▇ on behalf of Company.
These expenses will be invoiced at a rate of $400 per month. All
▇▇▇▇▇▇▇▇ with the exception of the initial billing will be one month
in advance and will be paid within the first 10 days of the billing
month by wire transfer to Hawk Associates. These cash payments will
begin with an initial payment of $22,200 representing the first
three-months of the retainer (August, September and October 2003) and
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basic expenses. The next invoice covering the retainer will be issued
on November 1, 2003. Travel expenses and other non-routine expenses
will be billed monthly in arrears.
C. Company shall reimburse Hawk and its representatives for such
reasonable out-of-pocket expenses as Hawk may incur in connection with
the rendition of the services. Such items shall include, but not be
limited to, all travel related expenses for Hawk to visit the Company
facilities as well as entertainment expenses incurred with financial
analysts, fund managers, brokers, potential investors, members of the
media and/or financing candidates.
D. Third party vendor expenses such as design fees, printing costs and
related materials, database acquisitions, PR Newswire fees, conference
calls and special promotions will be billed directly to Company by the
vendors. It is mutually agreed that ▇▇▇▇ will not benefit financially
from a markup of these services other than any normal ad placement
fees.
3. Equity Fundraising
If requested, ▇▇▇▇ will provide professional presentation of the company's
materials and introduction of the Company to potential funding sources. The
packaging will include a professionally presented business model and a
PowerPoint presentation or other support as needed.
▇. ▇▇▇▇ will circulate the Company's applicable materials to
investors and/or investment banking/venture capital related
resources and contacts interested in investing in enterprises
similar to the Company and provide introductions to appropriate
investment bankers and other potential funding sources.
B. Upon successful placement and/or sourcing of Equity Capital an
Equity Capital Placement fee of Two and a half Percent (2.5%) of
the capital raised and/or placed on behalf of Company will be
paid to Hawk.
C. In respect of any transaction between Company and an individual
or entity that was introduced directly or indirectly by Hawk
prior to a termination hereof which occurs within two (2) years
from the termination or expiration of this Agreement, the Company
shall pay to Hawk or Hawk's nominee(s) the Success Fees due Hawk,
as outlined in Section 3B of this Agreement. This Section shall
survive any termination of this Agreement.
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D. All fees to Hawk will be due by wire transfer upon funding as
received by Company.
4. The initial term ("Term") of this Agreement shall be for a period of
three months commencing on the Effective Date hereof (August 1, 2003) and ending
on October 31, 2003. Effective November 1, 2003, this contract will
automatically renew for a period of 30 days every successive 30 days unless
terminated by either party. After September 30, 2003, either party will have the
right to terminate this agreement with 30 days notice.
5. Any controversy between the parties hereto involving the construction
or application of any payments owed to Hawk as part of this Agreement, or any
claims arising out of or relating to this Agreement or the breach hereof or
thereof, will be submitted to and settled by final and binding arbitration in
Islamorada FL, in accordance with the rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. In the event of any
arbitration under this Agreement the prevailing party shall be entitled to
recover from the losing party reasonable expenses, attorneys' fees and costs
incurred therein or in the enforcement or collection of any judgment or award
rendered therein. The `prevailing party" means the party determined by the
arbitrator to have most nearly prevailed, even if such party did not prevail in
all matters, not necessarily the one in whose favor a judgment is rendered.
6. All proprietary information furnished to Hawk by Company shall be
deemed to be confidential and shall be kept in strict confidence under
appropriate safeguards. Company agrees that the Hawk website and profiles are
protected by applicable copyright laws and will not be copied or otherwise used
by Company without the written permission of Hawk.
7. This consulting agreement, acceptable to both parties and representing
the full and final execution of this document, contains the full agreement of
the parties hereto concerning the subject matter hereof and shall not be
modified, altered, changed or terminated except pursuant to a writing signed by
all of the parties.
8. This agreement shall be binding upon and inure to the benefit of the
respective heirs, executors, administrators, successors and assigns of the
parties below.
9. The validity of this agreement shall be determined in accordance with
the internal laws of the State of Florida.
10. Any and all notices, requests, demands or other communications
hereunder shall be in writing, and deemed given and received if delivered
personally or sent by certified or registered mail, postage prepaid, return
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receipt requested to each of the parties hereto at the addresses hereinabove
first written or such other addresses as may from time to time be designated by
any of them in writing.
IN WITNESS WHEREOF, the Company and ▇▇▇▇ have executed and delivered this
agreement as of the day and year first above written.
By: ______________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
CEO
Hawk Associates, Inc.
Dated: _________________________
THE UNDERSIGNED HAVE READ
AND HEREBY CONSENT AND AGREE
TO THE TERMS OF THE FOREGOING
AGREEMENT.
By: ____________________
▇▇▇▇▇▇▇ ▇▇▇▇▇
Health Express USA, Inc.
cc: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President, Hawk Associates, Inc.
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