1
EXHIBIT 10.5
AGREEMENT FOR FINANCIAL PUBLIC SUPPORT/RETAIL SUPPORT
This INVESTOR RELATION SERVICES Agreement (this "Agreement") is made effective
as of January 6, 2000, by and between "AMERICA'S SENIOR FINANCIAL SERVICES,
INC." ET AL, and THE CHARTERBRIDGE FINANCIAL GROUP, INC. In this Agreement, the
party who is contracting to receive the services shall be referred to as "AMSE"
or "CLIENT", and the party who will be providing the services shall be referred
to as "CFG". CFG and "AMSE shall cumulatively referred to as "the parties"
hereinafter.
1. DESCRIPTION OF SERVICES. Beginning on January 6, 2000, CFG will provide the
following services (collectively, the "Services") to enhance AMSE
visibility and market value:
A. Produce (Concept, Research, Writing, Printing) a CLIENT
Shareholder Communications/Investor Relations piece which
shall be distributed Bi-monthly (Every other Month). This
Investor Relations (hereinafter referred to as "IR") piece
includes relevant milestone updates, contract news,
earnings,/revenue growth updates, and financing news about
CLIENT;
B. Distributes to selective CFG shareholders via e-mail CLIENT
news and information;
C. Monitor OTC Internet Message Boards regarding CLIENT;
D. Add CLIENT information to Interactive CFG portfolio page
website;
E. Participate in CLIENT due diligence presentation to market
makers;
F. Schedule live monthly radio interview featuring CLIENT ( to be
scheduled pursuant to availability);
G. Assist in drafting press releases as is appropriate and in
concert with CLIENT'S milestones and newsworthy events;
H. Distribute press releases to CLIENT shareholders;
1
2
I. * Distribute CLIENT news and relevant information to market
makers, financial media, selected internet stock pages/threads
and OTC analyst community;
J. Present CLIENT'S to various media, periodical sources;
K. Provide general financial public relations support to CLIENT;
and
L. **Feature Company in Monthly "Live-Chat" Internet Broadcasts.
* CLIENT agrees to complete and return signed PR Newswire membership
application for distribution of press releases or provide PR Newswire
account number to CFG.
** Addition charge of $1,800 per live chat plus production and
internet/broadcast fees.
2. PAYMENT FOR "IR" PRODUCTION SERVICES. AMSE will pay annually for services
described herein. The fees shall be payable as follows:
3. A) Initial Payment Due Upon Execution of Agreement = 70,700 AMSE RESTRICTED
SHARES WITH DEMAND
REGISTRATION RIGHTS
PURSUANT TO SECTION 4.
B) Due on April 1, 2000 = 23,600 AMSE RESTRICTED
SHARES WITH DEMAND
REGISTRATION RIGHTS
PURSUANT TO SECTION 4.
C) Due on July 1, 2000 = 23,600 AMSE RESTRICTED
SHARES WITH DEMAND
REGISTRATION RIGHTS
PURSUANT TO SECTION 4.
D) Due on October 1, 2000 = 23,600 AAMSE
RESTRICTED SHARES WITH
DEMAND REGISTRATION
RIGHTS PURSUANT TO
SECTION 4.
4. REGISTRATION OF SHARES. CFG shall have "DEMAND" registration rights for all
shares issued in accordance with this agreement. Proof of registration
application shall be delivered to CFG within 3
2
3
days of AMSE'S filing of same with the SEC.
A) CLIENT agrees to file a Registration Statement (SB-2 or similar) for
the registration of the initial shares and all subsequent quarterly
shares with the US Securities and Exchange Commission (SEC) within 30
calendar days of the execution of the Agreement.
B) Failure to file Registration Statement within 30 days will result in
the immediately issuance of an additional 20% of the original number of
shares due CFG at execution.
C) If the Registration Statement has not been declared effective within 90
days after initial filing then CLIENT will issue an additional 20% of
the total number of shares submitted for Registration on behalf of CFG.
D) B and C are commutative and not individually exclusive.
5. TERM/TERMINATION. This Agreement is a quarterly agreement for the term of one
(1) year and shall terminate automatically on January 5, 2000. However, the
CLIENT of CFG shall have the right to terminate the balance of this agreement at
any time after the 75th day following the mutual execution of this Agreement by
the parties, providing written notice is given to the other party at least
fifteen (15) days prior to the expiration of the current quarter of the
Agreement. *Quarterly payment referred to above means payment earned for
services rendered up to time of termination. Quarterly payments of cash and/or
stock shall become immediately due and payable upon termination. Work in
progress (WIP) compensation would only be due and payable upon successful
completion and funding of the WIP. * Quarterly payment reference to above means
payment earned for service rendered up to time of termination.
6. NON CIRCUMVENTION. In and for valuable consideration, CLIENT hereby agrees
that CFG may introduce it (whether written, oral, data, or otherwise made by
CFG) to Opportunities, including, without limitation, existing or potential
investors, lenders, borrowers, trust, corporations, unincorporated business
entities. CLIENT further acknowledges and agrees that the identity of the
subject Opportunities, and all other information concerning the Opportunity
(including without limitation, all mailing information, phone number, email
addresses, and other contact information) introduced hereunder are the property
of CFG, and shall be treated as confidential information. CLIENT shall not use
such information except in the context of any joint venture with CFG, and never
without CFG'S prior written approval. CLIENT further agrees that they, nor their
company, employees, affiliates or assigns, shall not enter into, or any of its
affiliates, or accept any compensation or advantage in relation to the
opportunity except as directly through CFG, without the prior written approval
of CFG. CFG is relying on CLIENT assent to these terms and their intent to be
bound by the terms be evidence of their signature. Without CLIENT signed assent
to these terms, CFG would not introduce any Opportunity or disclose any
confidential information to Second Party as herein described.
7. CONFIDENTIALITY. CFG will not at any time or in any manner, either directly
or indirectly, use for the personal benefit of CFG, or divulge, disclose, or
communicate in any manner any information that is proprietary to AMSE without
AMSE'S express written consent. CFG will protect such information and treat is
as strictly confidential. This provision shall continue to be effective after
the termination of this Agreement.
3
4
Upon termination of this Agreement, CFG will return to AMSE all records, notes,
documentation and other items that were used, created, or controlled by CFG
during the term of this Agreement.
7. ENTIRE AGREEMENT. This Agreement contains the entire Agreement of the
parties, and there are no other promises or conditions in any other
agreement whether oral or written.
8. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a count finds that any provision
of this Agreement is invalid or unenforceable, but 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.
9. COUNTERPARTS. If any provision of this Agreement shall be held to be valid
of unenforceable for any reason, the remaining provisions shall continue to
be valid and enforceable. If a court finds that any provision of the
Agreement is invalid or unenforceable, but 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.
10. CHOICE OF LAW. This Agreement shall be governed by, and shall be construed
in accordance with, the laws of the State of California.
11. ARBITRATION. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association in accordance with its
applicable rules, and judgment upon an award by the arbitrator may be
entered in any court having jurisdiction thereof.
12. ASSIGNABILITY. This agreement is not assignable without the express written
advance consent of AMSE, at the sole discretion of its Board of Directors.
Party contracting services:
AMERICA'S SENIOR FINANCIAL SERVICES, INC
By: /s/ Xxxxxx X. Xxxxx, not personally
----------------------
President/CEO
Date: 1-6-00
--------------------
Address: 00000 XX 00xx Xxxxx
Xxxxx Xxxxx, XX 00000
4
5
Services Provider:
THE CHARTERBRIDGE FINANCIAL GROUP, INC.
By:/s/
------------------------------
Date:
----------------------------
5
