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Exhibit 10(a)
[TKO INTERNATIONAL LETTERHEAD]
PROFESSIONAL CONSULTING AGREEMENT
THIS PROFESSIONAL CONSULTING AGREEMENT is made this 24th day of April,
1998, by and between XXX XXXXXX at 0000 Xxxxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxx,
Xxxxxxxx and PDG ENVIRONMENTAL, INC., ("Client"), a Delaware corporation, with
its principal offices located at 000 Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxx.
WHEREAS, Consultants operate and sell marketing services designed to
heighten public awareness of the business conducted and performance results
achieved by specified companies which consist primarily of researching,
organizing and disseminating such information; and
WHEREAS, PDG Environmental, Inc., (PDGE), is a public company that is at
this time trading it's common stock through the (Over the Counter Bulletin
Board) stock market; and
WHEREAS, Client desires to retain the services of the Consultants in a
public relations and promotional capacity to inform the general public, the
brokerage community and other individuals pursuant to the terms hereof; and
WHEREAS, Client wishes to formalize in a written agreement the terms and
conditions under which Consultants will provide such services to Client.
NOW, THEREFORE, for the mutual promises and other consideration described
herein, the parties hereto agree as follows:
1. ENGAGEMENT: The Client hereby retains the Consultants and the
Consultants hereby accept the engagement to act as a public relations
and promotional consultant to the Client. It is the intention of the
parties to this agreement that the Consultants will gather all
publicly-available information on the Client and will confer with
officers and directors of the Client in an effort to consolidate the
information obtained into summary form for dissemination to interested
parties. The Consultants will then disseminate such information about
the Client to individuals and registered representatives of
broker/dealers whom the Consultants, in its sole discretion, believe
can effectively disseminate such information to the general public.
Consultants shall at all times act as an independent contractor in the
transaction of their business and shall conduct their activities in
accordance with the rules and regulations of the Securities and
Exchange Commission, and the long standing practices of the industry.
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2. SERVICES: Consultants shall provide through April 14, 1999, investor
relations services to the Client as requested by the Client in
consideration of the compensation provided under this Agreement.
(a) Consultants shall exercise their best efforts to identify
and establish appropriate information channels capable of
maximizing dissemination of Client information to the licensed
broker/dealers.
(b) Consultants shall exercise their best efforts to assemble and
organize Client Information in a format and medium which best
facilitates such dissemination.
(c) This Agreement shall commence on April 15, 1998 and end on April
14, 1999.
(d) TKO will perform all the services outlined on a monthly basis
for the duration of this agreement.
(e) Specific goals of the Investor Relations Program is attached as
Appendix A.
(1) RE: NEWS DISSEMINATION/MARKETING
Present to the Client six "For Free" marketing strategies
that will ride in investment community communication.
(2) RE: ANALYST COVERAGE
Gain commitment at two "Not For Fee" analyst/newsletter
editors.
3. INFORMATION: Client shall furnish Consultants with current public
information about Client, including any and all statements and reports
filed by Client with the United States Securities and Exchange
Commission, its most recent Annual Report to Shareholders, and any
other information reasonably requested by Consultants to assist
Consultants in providing business opportunity services to Client
("Client Information"). It is understood and agreed by all parties
hereto that the Consultants cannot undertake to independently verify
facts previously supplied to it or to be supplied in the future by the
Company, including but not limited to, factual matters included in
material prepared by the Company or oral representations by
representatives of the Company. All information disseminated by
Consultants will be provided solely and exclusively by the Client and
the Client warranties and guarantees the accuracy and completeness of
all documents, information and material furnished or to be furnished
to the Consultants. The Company agrees to defend, indemnify and hold
the Consultants harmless against any claims made against the
Consultants arising out of representations made by it in reliance upon
information furnished to it by the Company and to pay any attorney's
fees incurred by the Consultants with respect thereto. Except as set
forth herein, the Company represents that there exists no impediment
to completion of the transaction. The company agrees to notify
Consultants before issuing any shares of common stock. The Company
agrees to notify Consultants before filing to sell any 144 stock to
the
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extent Company is aware of such transactions. Consultant shall notify
Client before selling any shares of PDG Environmental that are held by
Consultant of Affiliates of Consultant.
4. COMPENSATION: In consideration for the services to be provided to
the Client by the Consultants under this Agreement, the Client hereby
agrees to the payment schedule to the Consultant as follows:
(a) The Client hereby agrees to pay the Consultants a fee of Four
Thousand Dollars ($4,000) due and payable upon the execution of
this agreement and on the fifteenth (15) of every month for the
length of the contract. The April 15, 1998 payment has been made.
(b) PDGE will issue to Xxx Xxxxxx options to purchase free trading
stock according to the following schedule:
Five Thousand (5,000) options per month to purchase the equal
amount of free trading stock all exercisable at Two Dollars and
Fifty Cents ($2.50). Options to expire April 15, 2000.
5. TERM: This Agreement shall become effective as of April 15, 1998 and
shall remain in effect through April 14, 1999. It is also mutually
agreed upon that a minimum of three (3) months is guaranteed to the
Consultants, after which the Agreement can be terminated by either
party with thirty (30) days notice.
6. REIMBURSEMENT: Any services or hard costs not outlined will be
reimbursed to Consultants only upon prior approval of management of
PDGE. Consultants shall be responsible for the payment of all expenses
and taxes or other liabilities which Consultants incur due to the
receipt of any compensation as a result of this Agreement.
7. REPRESENTATIONS AND WARRANTIES: Consultants represent and warrant
that services to be provided and the system to be produced or
developed by Consultants under this Agreement will be preformed,
produced or developed by competent, trained professionals in a
xxxxxxx-like manner. Consultants shall comply with all applicable
statutes, rules and regulations governing all aspects of the services
to be performed under this Agreement provided that, as described in
paragraph 3 of this Agreement, Client shall be fully responsible to
assure all Client Information is accurate and complete. Client
understands and acknowledges that Consultants cannot guarantee that
the services provided hereunder will achieve any particular objective
or fulfill any specific goals.
OTHER THAN THE FOREGOING EXPRESS WARRANTIES, CONSULTANTS MAKE NO
WARRANTIES WITH RESPECT TO THE QUALITY OF THE GOODS AND SERVICES TO BE
PROVIDED
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HEREUNDER OR ANY RESULTS TO BE ACHIEVED, AND HEREBY EXPRESSLY DISCLAIM
THE EXISTENCE OF ANY SUCH REPRESENTATIONS AND WARRANTIES INCLUDING
WITHOUT LIMITATIONS AND IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. CONSULTANTS SHALL HAVE NO LIABILITY
TO ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY
CLIENT AS A RESULT OF ANY FAILURE ON THE PART OF CONSULTANTS IN THE
PERFORMANCE OF THEIR DUTIES HEREUNDER.
8. ON GOING BUSINESS: PDGE shall be free to exercise its own judgement
as to time, place and manner of the actual marketing and public
relations. PDGE acknowledges the Consultants are engaged in other
business activities and that it will continue in such activities
during the term of this Agreement. Consultants shall not be restricted
from engaging in other business activities during the term of this
Agreement.
9. PROPRIETARY INFORMATION: The Consultants acknowledge and agree that
specified segments of information received from the Client under this
Agreement are exclusive proprietary information and the same shall not
be divulged, published, or distributed in any manner or form to any
third party without any express right or written consent of their
Client.
10. MISCELLANEOUS: This Agreement shall be interpreted and construed in
accordance with the laws of the State of Pennsylvania. The parties
agree that the jurisdiction and venue of any dispute arising hereunder
shall be Pittsburgh, Pennsylvania.
11. ENTIRE UNDERSTANDING: This Agreement contains the entire
understanding of the parties with respect to the subject matter
hereof. The terms of this Agreement may be altered only by written
agreement between parties. The failure of either party to object to or
take affirmative action with respect to any conduct of the other is in
violation of the terms of this Agreement and shall not be construed as
a waiver of the violation or breach of any future similar violation or
breach.
12. NOTICES: Any notice to be given by Consultant as required by this
Agreement shall be sent to the Company and its principal executive
officers. Any notice from the Company to Consultant shall be sent to
the Consultant at its address as it appears on this Agreement or on
the Company's books and records. Either party may change the address
to which notices are to be sent by informing the other party in
writing of the new address.
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IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement
to be executed by its duly authorized officer, or as to an individual party,
has executed this Agreement in his own hand, as of the date first written above.
PDG ENVIRONMENTAL, INC.
BY: /s/ XXXX XXXXX DATE: 5/2/98
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XXXX XXXXX, PRESIDENT/CEO
BY: /s/ XXX XXXXXX DATE: 5/1/98
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XXX XXXXXX, PRESIDENT
