CONTINENTAL CAPITAL & EQUITY CORPORATION
0000 Xxxxxxxx Xxxxxx Xxxx.
Xxxxx 000
Xxxxxxxx, XX 00000
phone (000) 000-0000
fax (000) 000-0000
CLIENT SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 2nd day of April, 1997 between
CONTINENTAL CAPITAL & EQUITY CORPORATION, located at 0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, hereinafter sometimes referred to
as (CCEC) and CTC Cosmetics Holdings Company, Inc., located at 00 Xxx Xxxxx
Xxxx, Xxxxxx, Xxxxxxxx, Xxxxx, hereinafter sometimes referred to as s (the
"Company").
WITNESSETH:
WHEREAS, CCEC is a public relations and direct marketing advertising firm
specializing in the dissemination of information about publicly traded
companies, and
WHEREAS, the Company is publicly held with its common stock trading on one
or more stock exchanges and/or over the counter or on NASDAQ, and
WHEREAS, the 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, CCEC is willing to accept the Company as a client.
NOW, THEREFORE, in consideration of the mutual convenants herein contained,
it is agreed:
1. ENGAGEMENT: The Company hereby engages CCEC to publicize the Company
to brokers, prospective investors and shareholders described in Section 2 of
this agreement, and subject tot he further provisions of this Agreement,
CCEC hereby accepts the Company as a client and agrees to publicize it as
described in Section 2 of this agreement, but subject to the further
provisions of this Agreement.
2. MARKETING PROGRAM: Consists of the following components:
(A) CCEC will review and analyze all aspects of the Company's goals and
make recommendations on feasibility and achievement of desired goals.
(B) CCEC will review all of the general information and recent filings
from the Company and produce and mail a 100,000 piece direct mail package to
include an 11" by 17" self mailer and an ample number of corporate profiles
so as to allow for one profile for each respondent to the original mailing.
Profiles will be prepared in brokerage style format, both items to be
approved by the company prior to circulation.
(C) CCEC will provide through their network, firms and brokers interested
in participating and schedule and conduct the necessary due diligence and
obtain the required approvals necessary for those firms to participate.
CCEC will also interview and make determinations on any firms or brokers
referred by the Company with regard to their participation.
(D) CCEC will be available to the Company to field any calls from firms
and brokers inquiring about the Company.
(E) CCEC will use its best efforts to obtain the Company exposure on
national financial radio programming, in independent financial newsletters,
and through on-line fax and Internet broadcast services.
(F) CCEC will promote the Company on the Worldwide Internet via CCEC's
home web site (xxx.xxxxxxxxxxxxxxxx.xxx) Further CCEC shall create
banner ads for placement on complementary financial web sites with
hyperlinks back to the Company's feature page on CCEC's home web site. The
banner ads shall run until such time as 500,000 impressions ("clicks"
on the banner ads) has been achieved.
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(G) CCEC shall write, produce and assist the Company in releasing all
press announcements. The Company shall be solely responsible for paying all
fees associated with the actual release(s) through Businesswire, P.R, Newswire,
or other comparable news dissemination source.
3. TIME OF PERFORMANCE: Services to be performed under this Agreement
shall commence upon execution of this Agreement and shall continue until
completion, which generally is expected to occur within six months.
4. COMPENSATION AND EXPENSES: In consideration of the services to be
performed by CCEC, the Company agrees to pay compensation to CCEC as follows:
(A) $200,000, payable in free trading shares of the Company's Common
Stock valued at 20% below the opening bid price on the first day of trading
under the new symbol (and after the reverse split) estimated to be on or
about April 7, 1997. Shares are due on or immediately following April 7,
1997 but not later than April 14, 1997.
(B) An Option to purchase $100,000 in free trading shares, valued at the
opening bid price on the first day of trading under the new symbol (and after
the reverse split) estimated to be on or about April 7, 1997. The term of the
option shall expire 12 months from the day this Agreement is executed.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The Company represents
and warrants to CCEC, each such representation and warranty being deemed to
be material that:
(A) The Company will cooperate fully and timely with CCEC to enable CCEC
to perform its obligations under this Agreement.
(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, and, to the extent required, by the requisite number of
shareholders of the Company:
(C) The performance by the Company of this Agreement will not violate any
applicable court decree, law or regulation, nor will it 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 CCEC 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.
(E) The Company will promptly deliver to CCEC a list of names and
addresses of all shareholders of the Company which it is aware.
(F) The Company will promptly deliver to CCEC a list of brokers and
market makers of the Company's securities which have been following the
Company.
(G) Because CCEC will rely on such information to be supplied it by the
Company, all such information shall be true, accurate, complete and not
misleading, in all respects.
(H) The Company will act diligently and promptly in reviewing materials
submitted to it by CCEC to enhance timely distribution of the materials and
will inform CCEC of any inaccuracies contained therein prior to the
projected publication date.
6. DISCLAIMER BY CCEC: CCEC WILL BE THE PREPARER OF CERTAIN PROMOTIONAL
MATERIALS. CCEC MAKES NO REPRESENTATIONS THAT (A) ITS SERVICE WILL RESULT
IN ANY ENHANCEMENT TO THE COMPANY (B) THE PRICE OF THE COMPANY'S PUBLICLY
TRADED SECURITIES WILL INCREASE. (C) ANY PERSON WILL PURCHASE SECURITIES IN
THE COMPANY OR, (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN OR WITH THE
COMPANY.
7. EARLY TERMINATION. If the Company fails to cooperate with CCEC, or
fails to make timely payment of the compensation set forth in section 4 of
this agreement, CCEC shall have the right to terminate any further
performance under this Agreement. In such event all compensation shall
become immediately due and payable and/or deliverable, and CCEC 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 acknowledging and
agreeing that it would be too difficult currently to determine the exact
extent of CCEC's damage, but that the receipt and retention of such
compensation is reasonable present estimate of such damage.
8. LIMITATION OF CCEC LIABILITY: If CCEC fails to perform its services
hereunder, its entire liability to the Company shall not exceed the lessor
of (a) the amount of cash compensation CCEC has received form the Company
under Section 4 of this agreement or (b) the actual damage to the Company as
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM AGAINST THE
COMPANY BY ANY PERSON OR ENTITY ARISING FROM OR IN ANY WAY RELATED TO THIS
AGREEMENT.
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9..OWNERSHIP OF MATERIALS: All right, title and interest in and to
materials to be produced by CCEC in connection with the contract and other
services to be rendered under this Agreement shall be and remain the sole
and exclusive property of CCEC, except that if the Company performs fully
and timely its obligations hereunder, it shall be entitled to receive upon
written request, one hundred (100) copies of all such materials.
10. CONFIDENTIALITY: Until such time as the same may become publicly
known, CCEC agrees that any 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 written request of
the Company all materials, original documentation provided by the Company
will be returned to it. CCEC will, however, require Confidentiality
Agreements from its own employees and from contractors CCEC reasonably
believes will come in contact with confidential material.
11. NOTICES: All notices hereunder shall be in writing and addressed to
the party at the address herein set forth, or at such other address as to
which notice pursuant too this section may be given, and shall be given by
personal delivery, by certified mail, express mail or by national overnight
courier services. notices will be deemed given delivered to such courier
service.
Notices shall be address to CCEC at:
Suite 100
0000 Xxxxxxxx Xxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
and to the Company at:
00 Xxx Xxxxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxx
Any notices to be given hereunder will 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.
12. SEPARABILTY: If one or more of the provisions of this Agreement
shall be held invalid, illegal, or unenforceable in any respect, such
provision, to the extent invalid, illegal, or unenforceable, and provided
that such provision is not essential to the transaction provided for by this
Agreement, shall not affect any other provision hereof, and the Agreement
shall be construed as if such provision had never been contained herein.
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13. ARBITRATION: Any controversy or claim arising out of or relating to
the Agent Agreement, or the breach thereof, shall be settled by arbitration
in accordance with the commercial arbitration rules of the American
Arbitration Association and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
14. MISCELLANEOUS:
(A) EFFECTIVE DATE OF REPRESENTATIONS: Shall be no later than the date
CCEC is prepared to distribute letters and/or brochures pursuant to the
contact.
(B) GOVERNING LAW: This Agreement shall be governed by and interpreted
under the laws of the State of Florida where CCEC has been organized and
this Agreement has been accepted by CCEC.
(C) CURRENCY: In all instances, references to dollars shall be deemed to
be United States Dollars.
(D) MULTIPLE COUNTERPARTS: This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
Executed as a sealed instrument as of the last day and year shown hereunder:
CONFIRMED AND AGREED ON THE 3rd OF APRIL 1997.
CONTINENTAL CAPITAL & EQUITY CORPORATION
By: /s/ Xxxx Xxxxxx /s/ Xxxx Xxxxxxxx
------------------------- ------------------------
President CCEC Officer
/s/ Xxx O'Xxxxx /s/ Xxx O'Xxxxx
------------------------- -------------------------
Witness Witness
CONFIRMED AND AGREED ON THE 3rd DAY OF April.
CTC COSMETICS HOLDINGS COMPANY, INC.
By: /s/ Xxxx X.X. Xxx /s/ Xxxxxxx Xxx
-------------------------- --------------------------
Xxxx X.X. Xxx Witness
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