LEAD GENERATION / CORPORATE RELATIONS AGREEMENT
THIS AGREEMENT is made this 17th day of November, 1997, between CORPORATE
RELATIONS GROUP, INC., a Florida corporation (hereinafter "CRG"), and AQUA XXXXX
BOTTLING & DISTRIBUTION, (hereinafter the "Client").
RECITALS
1. The Client wishes to retain CRG to provide corporate relations
services to the Client.
2. CRG is willing to provide such corporate relations services as
are more fully described herein.
NOW THEREFORE, in consideration of the mutual promises contained
herein, it is agreed as follows:
1. Furnishing of Information by Client. The Client shall furnish
to CRG information about the Client such as copies of disclosure and
filing materials, financial statements, business plans, promotional
information and background of the Client's officers and directors
("Information Package"). The Client shall update the Information Package
on a continuous basis. The Client understands that the sole purpose for
providing CRG with the Information Package is for utilization in a Lead
Generation / Corporate Relations program. CRG is not obligated to assess
the financial viability of the Client. CRG may rely on, and assume the
accuracy of the Information Package.
2. Representations and Warranties of Client. The Client represents that all
information included in the Information Package furnished to CRG shall
disclose all material facts and shall not omit any facts necessary to make
statements made on behalf of the Client not misleading.
3. Covenants of the Client. The Client covenants and warrants that any
information submitted for dissemination will be truthful, accurate, in
compliance with all copyright and all other applicable laws and
regulations and will not be submitted in connection with any improper or
illegal act or deed.
4. For a period of twelve (12) months, pursuant to the terms hereof, CRG's
services shall specifically include making oral representations on behalf
of the Client pursuant to the following procedures:
(a) Preparation of Proofs. CRG shall prepare proofs and/or tapes of the
agreed upon materials and information, as set for dissemination, for
the Client's review and approval.
(b) Correction and Changes of Proofs and/or Tapes. CRG shall
make all corrections and changes that the Client may request.
(c) Sign Offs. A duly authorized representative of the Client shall sign
all approvals, corrections and change of proofs by the Client. The
Client hereby designates the individual(s) listed in Exhibit "C"
hereof as authorized representatives for purposes of this paragraph
4(a), (b) and (c); and CRG may rely upon this designation.
5. Compensation. Refer to Exhibit "B".
6. It is understood and agreed by the Parties that the above
compensation in U.S. currency, or free trading shares of the
Company, should be paid timely upon execution of this
Agreement. CRG will retain the option, but is not compelled
to begin its performance under this Agreement prior to the
payment of such compensation in U.S. currency or free trading
shares.
7. Assumption of Liability and Indemnification. The Client
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assumes and claims all responsibility and liability for the
content of all information disseminated on behalf of the
Client which have been approved by Client. The Client shall
indemnify and hold CRG, its subsidiaries and parent Company
harmless from and against all demands, claims or liability
arising for any reason due to the context of information
disseminated on behalf of the Client. This indemnity shall
include any costs incurred by CRG including, but not limited
to, legal fees and expenses incurred both in administrative
proceedings, at trial and appellate levels, in settlement of
claims and payment of any judgement against CRG.
8. Termination for Fraud or Criminal Acts. The client further
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agrees that CRG may terminate this Contract without recourse
to the Client if the Company is found to be in violation of
rules promulgated by any United States regulatory agency or of
any state regulatory agency. Illegal activity per se shall
include but not be limited to the release by the Company of
false press releases or the payment of any securities or money
to brokers. In the event of such action by the Company, CRG
will be entitled to retain any and all monies prior paid.
9. Assignment and Delegation. Neither party may assign any
rights or delegate any duties hereunder without the other
party's express prior written consent.
10. Entire Agreement. This writing contains the entire agreement
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of the parties. No representations were made or relied upon
by either party, other than those expressly set forth.
Furthermore, the Client understands that CRG makes no
guarantees, assurances or representations in regard to the
results of its corporate relations program. No agent,
employee or other representative of either party is empowered
to alter any of the above terms, unless done in writing and
signed by an executive officer of the respective parties.
11. Controlling Law and Venue. This Agreement's validity,
interpretation and performance shall be controlled by and
construed under the laws of the State of Florida. The proper
venue and jurisdiction shall be the Circuit Court in Orange
County, Florida.
12. Prevailing Party. In the event of the institution of any
legal proceedings or litigation, at the trial level or
appellate level, with regard to this Agreement, the prevailing
party shall be entitled to receive from the non-prevailing
party all costs, reasonable attorney's fees and expenses.
13. Failure to Object not a Waiver. The failure of either party
to this Agreement to object to, or to take affirmative action,
with respect to any conduct of the other which is in violation
of the terms of this Agreement shall not be construed as a waiver of
the violation or breach, or of any future violation, breach or wrongful
conduct.
14. Notices. All notices or other documents under this Agreement
shall be in writing and delivered personally or mailed by
certified mail, postage prepaid, addressed to the
representative or Company as follows:
Company: CORPORATE RELATIONS GROUP, INC.
0000 Xxx Xxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, President
CLIENT: AQUA XXXXX BOTTLING & DISTRIBUTION
00000 00xx Xx., X., Xxxxx 000
Xxxxx, XX 00000
Attention: Xxxx XxXxxx, President
15. Headings. Headings in this Agreement are for convenience only
not be used to interpret its provisions.
16. Time. For all intents and purposes, time is of the essence
with this Agreement.
17. Agreement Not to Hire. The Client understands and appreciates
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that CRG has invested a tremendous amount of time, energy and
expertise in the training of its employees to be able to
provide the very service that Client desires. Client further
understands that should an employee be enticed to leave, then
CRG will be damaged in an amount the parties are incapable of
calculating at this time. Therefore, the Client agrees not to
offer employment to any employee or subcontractor of CRG, nor
to allow any officer or director of Client to offer such
employment with Client or any other Company with whom officers
and directors of Client are employed or hold a financial stake
for a period of three (3) years.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
CORPORATE RELATIONS GROUP, INC.
BY:
Xxxxxx X. Xxxxxx
President
AQUA XXXXX BOTTLING & DISTRIBUTION
BY:
Xxxx XxXxxx
President
EXHIBIT "A"
The Corporate Relations Services to be provided by CRG for a twelve (12) month
period are as follows:
I. ADVERTISING and PRINTING SERVICES
A. MoneyWorld Magazine - Lead Generation mailing (150,000
print run per issue.)
A four-color magazine will be created of which two (2) four page
advertorial will be dedicated to the Client.
Junior Page advertorial in five (5) separate issues of MoneyWorld
Magazine.
B. Growth Industry Report - Four-page, two-color follow-up mail pieces
designed for additional informational purposes, that is mailed to
MoneyWorld respondents. A total of 10,000 will be printed.
C. The Core Broker Program - CRG will produce a core of 8-10
retail brokers, market makers and/or money managers who
will take positions in the stock of "Client". This process
will begin immediately upon CRG receiving the payment as
stipulated in Exhibit "B" and will be completed no later
than a month before mailing occurs. Upon completion,
selection and approval of the Core Broker Group, CRG will
arrange a Core Broker meeting, which will include a show
and tell from the top management of the "Client" in
training of these Core Brokers. The Client will cover all
expenses of the Core Broker meeting. Client will have
prior approval of all expenses and will arrange the
meeting.
D. Public relations exposure to newsletter writers, trade and financial
publications. The Client shall be totally responsible for all travel
expenses for the purpose of due diligence of the Company by financial
newsletter writers and/or brokers. The Client will have total
pre-approval rights on these trips.
E. Inclusion as a featured "Lead Generator of the Month" in
Confidential Fax Alert, and newsletter transmitted by fax
to over 8,000 Brokers.
F. Preparation of a Broker Bullet Sheet to be sent to every
broker who shows interest in working the leads and the
stock.
G. Lead Tracking Summary maintained for all response leads
generated and provided to the "Client" upon request.
H. Press releases - Up to four (4) press releases included
which may be extended at the option of the "Client", at the
Client's expense.
I. Road Shows - Locations to be determined. Client will cover
all expenses of Road Shows. Client will have prior
approval of those expenses.
J. Advertising on MoneyWorld web site for a period of 60 days
(the advertising will parallel the four (4)-page
advertorial in MoneyWorld magazine).
Introduction to our web site company. Additional assistance is
available to the Client related to web site development and
maintenance.
K. CRG will distribute at its cost the due diligence packages
to all inquiring brokers. The Client shall supply the
necessary materials for this package.
L. CRG targets a minimum of 3% return of qualified investor
leads specifically generated for the Company.
M. Assistance in reviewing documentation to be sent to
brokers.
N. "Client" agrees to send CRG, DTC sheets on a weekly basis.
O. "Client" agrees to provide CRG with a complete shareholders
list on a semi-annual basis.
P. "Client" agrees to provide CRG with a list of Blue Sky
states on their attorney's letterhead.
EXHIBIT "B"
PAYMENT AGREEMENT
made by and between
AQUA XXXXX BOTTLING & DISTRIBUTION
and
CORPORATE RELATIONS GROUP, INC.
THIS AGREEMENT is made this 17th day of November, 1997, and will serve as
confirmation of payment terms for services to be provided AQUA XXXXX BOTTLING &
DISTRIBUTION ("CLIENT") whereby CORPORATE RELATIONS GROUP, INC. ("CRG") has
agreed to perform said services as defined in the "Lead Generation / Corporate
Relations Agreement."
TERMS
A. CLIENT will pay to CRG, EIGHT HUNDRED THOUSAND DOLLARS
($800,000 U.S. cy) of which FOUR HUNDRED THOUSAND DOLLARS
($400,000 U.S. cy) is due and payable on December 1, 1997.
The balance is due and payable on May 1, 1998.
B. This Agreement is subject to compliance with the rules of the
Exchanges and Securities Commissions on which Client is listed
and registered.
C. It is understood and agreed by and between the Parties that
the above compensation in U.S. currency, or free trading
shares of the Company, should be paid timely upon execution of
this Agreement. CRG will retain the option, but is not
compelled to begin its performance under this Agreement prior
to the payment of such compensation in U.S. currency or free
trading shares.
D. In the event of termination of this Agreement by the Client,
CRG shall be fully released and forever discharge by the
Client from any further obligations or liabilities after
proving such mitigating damages with respect to the "Lead
Generation / Corporate Relations Agreement", with the
exception of liabilities arising from CRG's own negligence,
during the term of this Agreement. Concurrently, Client shall
be fully released and forever discharged by CRG from any and
all obligations of further payments or liabilities with
respect to the "Lead Generation / Corporate Relations
Agreement." This release in no way affects paragraph 7, page
2 of the "Lead Generation / Corporate Relations Agreement."
E. Shares shall be made free trading through the registration
that is mutually agreed upon by the "Client's" attorney and
CRG's attorney.
F. Client shall issue options to CRG as outlined below.
Amount Price Duration
50,000 shares at $3.50 One (1) year
from the date of this Agreement
50,000 shares at $4.20 Two (2)
years from the date of this Agreement
50,000 shares at $4.70 Three (3)
years from the date of this Agreement
50,000 shares at $5.60 Four (4)
years from the date of this Agreement
50,000 shares at $7.00 Five (5)
years from the date of this Agreement
G. The Client further agrees to issue immediately at no cost to
CRG, 100,000 common shares of 144 Restricted stock; (1) the
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shares shall be returned in full if the Client completes the
appropriate registration for the above mentioned options
within 120 days from the signing of this contract; (2) Should
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the Company fail to affect the appropriate registration within
the aforementioned time, the Company and CRG agree that CRG
shall be entitled to keep all 100,000 shares of 144 Restricted
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Stock and the shares will become the property of CRG and be
considered additional payment of this agreement. It is
further agreed that CRG will have piggyback registration
rights to register the aforementioned stock on any future
registration at the Company's expense.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
CORPORATE RELATIONS GROUP, INC.
BY:
Xxxxxx X. Xxxxxx Witness
President
AQUA XXXXX BOTTLING & DISTRIBUTION
BY:
Xxxx XxXxxx Witness
President
EXHIBIT "C"
AQUA XXXXX BOTTLING & DISTRIBUTION hereby designates the following person or
persons to act on its behalf for purposes of signing off on all copies pursuant
to Paragraph 4 of this Corporate Relations Agreement. CRG may rely upon the
signature of any of the following:
DIRECTOR (PLEASE SIGN) DIRECTOR (PLEASE PRINT)
PRESIDENT (PLEASE SIGN) PRESIDENT (PLEASE PRINT)
VICE PRESIDENT (PLEASE SIGN) VICE PRESIDENT (PLEASE PRINT)
