SUNRISE FINANCIAL GROUP, INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
March 26, 1998
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman and CEO
American Asset Management Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Public Relations Retainer Agreement
Gentlemen:
As we discussed, American Asset Management Corp. (the "Company") is
interested in retaining Sunrise Financial Group, Inc. ("Sunrise") as its
consultant for financial public relations.
Services
The services Sunrise will provide include the following: performance
of public relations and corporate communications projects as are mutually
agreed on; planning meetings with institutional investors, research analysts
and retail brokers.
As full compensation for Sunrise's services pursuant to this
agreement, the Company will pay Sunrise the following fees:
Issue to ▇▇▇▇▇▇ ▇. Low, the sole stockholder of Sunrise a
warrant to purchase up to 30,000 shares of the outstanding
stock of the Company at $4 per share.
Warrants
The Warrants shall be exercisable for three years from issuance. The
Company further agrees that during the term of the warrant, if the Company
intends to file a Registration Statement for the public sale of its securities
(other than a Form ▇-▇, ▇-▇ or comparable Registration Statement), it will
notify Sunrise and if so requested will include in that Registration Statement
the common stock underlying the warrant, at Company expense (excluding prorated
SEC registration fees, Sunrise's counsel's fees and any underwriting or selling
commissions). The number of shares and exercise price per share subject to the
warrant shall be adjusted in the case of any dividend, stock split or other
recapitalization or reorganization so that the warrant shall not be diminished
or diluted. The warrant may also be assigned.
Expense Reimbursement
In addition to the fees payable hereunder, the Company shall reimburse
Sunrise, upon request from time to time, for all reasonable out-of-pocket
expenses incurred by Sunrise (including but not limited to printing and graphic
design, travel, postage, copying, secretarial, and phone expenses) in
connection with Sunrise's services pursuant to this agreement upon submission
of proper documentation to the Company. Individual out-of-pocket expenses will
not exceed $100.00 without the written consent of the Company.
Term
This agreement shall be for a term of six months from the date of this
agreement.
Relationship
Nothing herein shall constitute Sunrise as an employee or agent of the
Company, except to such extent as might hereinafter be agreed upon for a
particular purpose. Except as might hereinafter be expressly agreed, Sunrise
shall not have the authority to obligate or commit the Company in any manner
whatsoever.
Confidentiality
Except in the course of the performance of its duties hereunder,
Sunrise agrees that it shall not disclose any trade secrets, know-how, or other
proprietary information not in the public domain learned as a result of this
Agreement unless and until such information becomes generally known.
Assignment and Termination
This Agreement shall not be assignable by any party except to
successors to all or substantially all of the business of either party for any
reason whatsoever without the prior written consent of the other party, which
consent may be arbitrarily withheld by the party whose consent is required.
Miscellaneous
The benefits of this agreement shall inure to the respective
successors and assigns of the parties, and the obligations and liabilities
assumed in this agreement by the parties shall be binding upon their respective
successors and permitted assigns.
The validity and interpretation of this agreement shall be governed by
the laws of the State of New York as applied to agreements made and to be fully
performed therein. The parties agree that neither shall commence any litigation
against the other arising out of this Agreement or its termination except in a
court located in the City of New York. Each party consents to the in personem
jurisdiction over it by such a court and consents to the service of process of
such a court on it by mail.
If the foregoing correctly sets forth our agreement, please sign, date
and return to us the enclosed copy of this letter, whereupon this letter shall
constitute a binding agreement between us. Sunrise is looking forward to
working with you in making American Asset Management Corp. highly successful
and prosperous.
Sincerely,
SUNRISE FINANCIAL GROUP, INC.
By:
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▇▇▇▇▇▇ ▇. Low, President
Confirmed and Agreed to this
____ day of _____________, 1998
American Asset Management Corp.
By:
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▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman