Exhibit 6.30
Financial Public Relations Agreement
▇▇▇▇▇▇ Capital Corp - Breath-Rephresh (OTCBB:TKER)
This Financial Public Relations Agreement ('Agreement") is made and entered into
this 13th day of May, 2003 (the 'Effective Date') by and between ▇▇▇▇▇▇ Capital
Corp. - Breath-Rephresh (NASDAQ- OTCBB:TKER), a Nevada corporation ("Company")
and ▇▇▇▇▇ ▇▇▇▇▇▇ doing business as Capital Market Relations ("Consultant" or
"Capital Market Relations") of Mission Viejo, California.
WHEREAS, Capital Market Relations' business is financial public relations. Some
of the vehicles and processes which Capital Market Relations offers its clients
include the following:
Brokerage Campaign: Capital Market Relations presents emerging growth companies
to the leading national and retail brokerages.
Institutional Campaign: CMR works closely with the nation's top money managers,
mutual funds, hedge funds and institutions. These firms specialize and invest in
growth companies like the ▇▇▇▇▇▇ Capital-Breath Rephresh.
Research Coverage: Establish client information with leading buyside and
sellside analysts. Great emphasis is directed toward the market opportunity for
Breath Rephresh and the strength and experience of management.
Press Releases: Issue press releases for distribution to the Capital Market
Relations database of institutional and media contacts. All material releases
will be presented to editors for financial coverage in Dow ▇▇▇▇▇ Newswires,
Reuters, and Bloomberg Networks.
Media Relations: Capital Market Relations presents opportunities for interviews
with the financial media, including CNBC, CNNFN, Bloomberg Television, CBS
MarketWatch, The Wall Street Journal, ▇▇▇▇▇▇'▇ and Investor's Business Daily, as
well as several financial newsletters and Internet portals.
Quarterly Conference Calls: Arrange investor conference calls with analysts,
brokers, and portfolio managers who invest in emerging companies.
Financial "Road-Shows": Schedule periodic meetings for management to present
growth prospects to institutional investors and analysts.
Investor Conferences: Schedule management presentations at selected small-cap
investor conferences.
Fair Disclosure Compliance: Capital Market Relations will advise regarding
compliance with all requirements for disclosure of material information
following the corporate guidelines set by the SEC and NASDAQ.
WHEREAS, Company desires to retain Consultant to perform the above financial
public relations services for it, and the Consultant desires, subject to terms
and conditions of this Agreement, to perform such financial public relations
services for the Company.
1
NOW, THEREFORE, in consideration of the mutual promises and undertakings herein
contained and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged the parties agree as follows:
1) Engagement of Consultant
Company hereby engages Consultant and Consultant hereby agrees to render, at the
request of the Company, independent advisory and consulting services for the
Company to the best of its ability upon the terms and conditions herein set
forth, Such consulting services shall include but not be limited to the
development, implementation and maintenance of an on-going stock market support
system to increase broker awareness of the Company's activities and to stimulate
investor interest in the Company. The stock market support system shall include
but not be limited to Shareholder Communication Systems and Media Relations
Systems, which will be defined and developed by the Consultant with the approval
of the Company. It is understood that Consultants ability to relate information
regarding the Company's activities is directly proportionate to information
provided by the Company to the Consultant.
2) Compensation
2.1) As compensation for the services rendered by the Consultant, the Company
agrees to pay The Consultant ($24,000 U.S.) annually at a rate of $2,000
per month payable in advance on the first day of each month commencing May
13th 2003. Advance payment of $2000.00 for the first month of services
shall be paid upon signing of this agreement. After 90 days the monthly
retainer will be reviewed by management for an increase.
Rule 144 Stock
During the initial term of this Agreement, the Company shall issue 200,000
shares of its restricted 144common stock to Consultant with the first
50,000 shares given to the Consultant as of the effective date, The
remaining 150,000 shares shall be delivered in quarterly payments of
50,000 shares for the term of the agreement. The quarterly payments are to
be paid on the third month anniversary from the effective date. The stock
received by the consultant shall be deemed earned upon the receipt of such
stock by the consultant.
2.2) Warrants
Further, as compensation to the Consultant for services rendered pursuant
to this Agreement, the Company's upon execution of this Agreement, will
issue certain warrants (the "Warrants") to Consultant to purchase up to
400,000 shares of common stock of the Company, (the "Warrant Stock") at
the exercise prices set forth below. The Warrants shall be exercisable
using a cashless exercise, as set forth in the Warrant agreement by and
between the Consultant and the Company.
The Warrants shall become exercisable at any time commencing on the
Effective Date, pursuant to the following schedule.
A warrant to purchase 1 00,000 shares at an exercise price of $.25
per share.
A warrant to purchase I 00,000 shares at an exercise price of $.60
per share.
2
A warrant to purchase I 00,000 shares at an exercise price of $1.20
per share.
A warrant to purchase 1 00,000 shares at an exercise price of $2.00
per share.
The expiration term for the Warrants shall be 5 years from the
Effective Date.
If the outstanding shares of common stock underlying the Warrants are increased
or decreased, or are changed into or exchanged for a different number or kind of
shares or securities or other forms of property (including cash) or rights, as a
result of one or more reorganizations, recapitalization, spin-offs, stock
splits, reverse stock splits, stock dividends or the like, appropriate
adjustments shall be made in the number and/or kind of shares or securities or
other forms of property (including cash) or rights for which the Warrants may
thereafter be exercised, all without any change in the aggregate exercise price
applicable to the unexercised portions of the Warrants , but with a
corresponding adjustment in the exercise price per share or other unit.
2.3) Exercise of Warrant.
Consultant hereby agrees to provide to the Company ten (10) business days'
prior written notice (a "Notice of Proposed Exercise") of Consultant's
intention to exercise the Warrant, which notice will specify whether such
exercise is a Cashless Exercise or an exercise of the Warrant for cash as
provided in the Warrant.
If the Notice of Proposed Exercise is given within the ten (10) business
days immediately preceding the Expiration Date of the Warrant, the
Expiration Date of the Warrant shall be extended such number of days (and
only such number of days) necessary to permit timely exercise of the
Warrant.
2.5) Registration of Warrant Stock and Rule 144 Stock
The Company agrees to use commercially reasonable efforts to register the
common stock underlying the Warrant and the Rule 144 stock.
Consultant will be entitled to piggyback registration rights on all
registrations of the Company Stock. If the Company at any time proposes to
conduct a public offering of its securities so as to register any of its
securities under the Act, including under an SB-2 registration statement
or otherwise, it will each such time give a written notice to the
Consultant, or its assigns, of its intention to do so. Upon the written
request of Consultant, or assigns, given within 30 days after the receipt
of any such notice, the Company will use its best efforts to cause all
shares underlying the exercise of the Warrants and the shares of common
stock to be registered under the Act (with the securities which the
Company at the time proposes to register). All expenses incurred by the
Company in complying with this Section shall be paid by the Company
(including without limitation all registration and filing fees, listing
fees, printing expenses, accountants' fees, legal counsel fees or blue sky
filing fees).
In the case of any registration effected by the Company pursuant to these
Registration provisions, the Company will use its commercially reasonable
efforts to keep such Registration Statement effective for a period
beginning on the date the Registration Statement is declared effective by
3
the SEC and ending on the date as of which all of the Registrable
Securities have been sold pursuant to the Registration Statement; (b)
prepare and file with the SEC such amendments and supplements to the
Registration Statement and the prospectus used in connection with the
Registration Statement and the prospectus used in connection with the
Registration Statement as may be necessary to comply with the provisions
of the Securities Act with respect to sales of the Registrable Securities
pursuant to the Registration Statement;(c) provide a transfer agent and
registrar for all Warrant Stock and Rule 144 Stock and a CUSIP number for
all Warrant Stock and Rule 144 Stock; and (d) use its commercially
reasonable efforts to comply with all applicable rules and regulations of
the SEC; and (e)furnish to the Consultant, so long as Consultant owns any
securities forthwith upon request, (i) (a written statement by the Company
that it has complied with the reporting requirements of Rule 144, the
Securities Act and the Exchange Act, (ii) a copy of the most recent annual
report of the Company; and (iii) such other information as may be
reasonably requested in order to avail the Holder of any rule or
regulation of the SEC that permits the selling of any such Securities
without registration.
2.6) The Company shall also reimburse Consultant for all reasonable
out-of-pocket expenses, including but not limited to travel, air, hotel,
car rental, press releases, conference calls, fax, web and e-mail
broadcasts.
3) Term
The term of this agreement ("Term") shall begin as of the Effective Date and
shall terminate twelve months (12) months thereafter ("Anniversary Date").
Either party shall have the right to terminate this Agreement by thirty (30)
days written notice to the other party; however, the minimum term of this
Agreement shall be no less than six (6) months. In such termination event, any
consulting fees due Consultant shall be paid on a pro-rated basis, and any
expenses due Consultant shall be paid promptly, Consultant shall have four (4)
months from the later of (i) the termination date, or (ii) registration of
Warrant Stock, to convert all or part of his Warrant to Company common stock.
Any portion of the Warrant not so converted shall expire as of the last day of
the effective period.
Notwithstanding any termination as provided above, provided the Company cause
the Warrant Stock to be registered, the Warrant shall expire five (5) years from
the Anniversary Date.
4) Finder's Fee; Non-circumvention and Non-Disclosure
Neither the Company nor its directors, officers, agents attorneys, employees,
affiliates, representatives, successors, or assigns will consummate a
transaction with any financing sources introduced to the Company by the
Consultant without first notifying Consultant and paying Consultant a fee equal
to eight percent (8%) of any equity capital raised and two percent (2%) of any
debt capital raised on a per transaction basis. This provision will extend for a
period of two (2) years from the date of first introduction of such financing
source by Consultant. The Company shall keep completely confidential the
identify of all financing sources introduced to the Company by Consultant.
5) Company Representations. The Company represents and warrants to
Consultant, that, as of the Effective Date:
4
The Company is a corporation organized, in good standing and validly
existing under the Law and has requisite power to own and operate its
property and assets and carry on ft business as presently conducted.
The execution, delivery and performance of this Agreement by the Company
has been duly authorized by all requisite corporate action, and this
Agreement constitutes the legal, valid and binding obligation of the
Company enforceable in accordance with its terms, subject as to the
enforcement of remedies to applicable bankruptcy, insolvency,
reorganization similar laws relating to or affecting the enforcement of
creditors' rights. The execution, delivery and performance of this
Agreement, 144 Stock and the Warrant and compliance with the provisions
hereof and thereof by the Company does not conflict with, or constitute a
breach or violation of the terms, conditions or provisions of, or
constitute a default (or an event with which the giving of notice or
passage of time both could result in default) under, or result in the
creation or imposition of any lien pursuant to the terms of, the Articles
of Incorporation or Bylaws of the Company.
The issuance and delivery of the Warrant, Warrant Stock and Rule 144 Stock
is not subject to preemptive or any similar rights of the stockholders of
the Company or any liens or encumbrances arising through the Company; and
when the Warrant Stock and Rule 144 Stock are issued upon exercise and in
accordance with the terms of the Warrant, they will be validly issued and
outstanding, fully paid and authorized nonassessable and free of any liens
or encumbrances arising through the Company.
(a) During the period within which this Warrant may be exercised; the
Company will at all times have authorized and reserved, for the
purpose of issue or transfer upon exercise of this Warrant, a
sufficient number of authorized but unissued shares of Common Stock,
when and as required to provide for the exercise of the rights
represented by this Warrant.
6) lndemnity.
Company shall indemnify Consultant and hold Consultant harmless from any and all
liabilities, claims, damages, losses, costs and causes of action, including
without limitation, attorney's fees arising out of or connected with the
Company's business, representations and actions.
7) Confidentiality
The Consultant and the Company each agree to provide reasonable security
measures to keep information of the other party confidential where release may
be detrimental to such party's business interests ("Confidential Information").
Information shall only be deemed Confidential Information if disclosed in
writing to the other party and clearly labeled as Confidential Information.
Consultant and the Company shall each require their employees, agents,
affiliates, subcontractors, other licensees, and others who will have access to
Confidential Information through Consultant and the Company, as the case may be,
to enter into appropriate non-disclosure agreements requiring the
confidentiality contemplated by this Agreement. Each of Consultant and the
Company agree that ft will not, either during the term of this Agreement or at
any time thereafter, disclose, use or make known for its or another's benefit,
any Confidential Information acquired or used by it hereunder. Confidential
Information shall not include any information that is or becomes generally
available to the public other than as a result of a disclosure by the party
tinder a duty of confidentiality, or its representatives, or which is required
by law to be disclosed by the party under a duty of confidentiality.
5
8) Rights To Work
The Company and Consultant agrees and acknowledges that except for the
information directly provided by Consultant to the Company in the scope of his
services under this Agreement, the proprietary information and results of the
Consultant's work for the Company, such as the Capital Market Relations
database, belong exclusively to the Consultant.
9) General Provisions
9.1) Governing Law and Jurisdiction
This agreement shall be governed by and interpreted in accordance with the
laws of the state of Massachusetts. Each of the parties hereto consents to
such jurisdiction for the enforcement of this agreement and matters
pertaining to the transactions and activities contemplated hereby.
9.2) Complete Agreement
This Agreement supersedes any and all of the other agreements, either oral
or in writing, between the parties with respect to such subject matter in
any manner whatsoever. Each party to this agreement
Acknowledges that no representations, inducements, promises or agreements,
oral or otherwise have been made by any Party, or anyone herein, and that
no other Agreement, statement or promise not contained in the agreement
may be changed or amended only by an amendment in writing signed by all
Parties or their respective successors-in-interest.
9.3) Binding
This agreement shall be binding upon and inure to the benefit of the
successors-in-interest, assigns and personal representatives of the
respective Parties.
Binding arbitration. The Company and Consultant agree that any dispute or
controversy arising out of or in connection with this Agreement or any
alleged breach hereof shall be settled by arbitration in Norfolk County,
Massachusetts, pursuant to the rules of the American Arbitration
Association. If the parties to such arbitration cannot jointly select a
single arbitrator to determine the matter, one arbitrator shall be chosen
by each party (or, if a party fails to make a choice, by the American
Arbitration Association. On behalf of such party) and the two arbitrators
so chosen will select a third. The decisions of the single arbitrator
jointly selected by the parties thereto, or if the three arbitrators are
selected, the decision of any two of them, will be final and binding upon
the parties thereto and the judgment of a court of competent jurisdiction
may be jurisdiction in such a manner as shall be determined by the
arbitrator or arbitrators.
9.4) Unenforceable Terms
Any provisions hereof prohibited by the law or unenforceable under the law
of any jurisdiction in which such provision is applicable shall adhere to
such jurisdiction only be ineffective without effecting any other
provision if this Agreement. To the full extent, however, that such
6
applicable law may be waived to the end that this Agreement be deemed
valid and binding agreement enforceable in accordance with its terms, the
parties hereto hereby waive such applicable law knowingly and
understanding the effect of such waiver.
9.5) Execution in Counterparts
This Agreement may be executed in several counterparts and when so
executed shall constitute one agreement binding on all the parties, not
withstanding that all the parties are not signatory to the original to the
original and same counterpart.
9.6) Publicity. Neither party shall make or issue, or cause to be made or
issued, any announcement or written statement concerning this Agreement
without the prior consent of the other party, This provision shall not
apply, however, to any announcement or written statement required to be
made by law.
9.7) Return of Information. Each party shall keep a record of the location
where all Confidential Information furnished or created by the other party
is located. Upon termination of the Agreement, all copies of the
Confidential Information of the other party, including analyses,
compilations, forecasts, studies or other documents will be returned
immediately upon the written request therefore. That portion of the
Confidential Information which consists of analyses, compilations,
forecasts, studies or other documents prepared by Consultant or its
representatives will continue to be held by Consultant and kept
confidential and subject to the terms of this Agreement.
9.8) Miscellaneous provisions
The various headings and numbers herein and the grouping of provisions of
this Agreement into separate articles and paragraphs are for the purpose
of convenience only and shall not be considered a part hereof. The
language in all parts of the this Agreement shall in all cases be
construed in accordance with its fair meanings as if prepared by all
parties to the Agreement and not strictly for or against any of the
Parties.
10) Notices
Any notice or other communication required or permitted hereunder shall be in
writing and shall be delivered personally, telegraphed, telexed, sent by
facsimile transmission (provided acknowledgment of receipt thereof is delivered
to the sender) or sent by overnight delivery, or certified, registered or
express mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed, sent by facsimile transmission or if
mailed three days after the date of deposit in the United States mail as
follows:
If to Consultant, to:
▇▇▇▇▇ ▇▇▇▇▇▇
Capital Market Relations
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇
E-Mail: ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Phone (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
7
If to Company, to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Capital, Corp. OTCBB-TKER
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇. 02482-7702
E-Mail: ▇▇▇.▇▇▇@▇▇▇▇▇▇▇.▇▇▇
Phone (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Or such address as any of the above shall have specified by notice hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first here in above written.
▇▇▇▇▇▇ Capital Corp.- Breath Rephresh (NASDAQ- OTCBB:TKER), a corporation
By:
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
Capital Market Relations
By:
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Owner
8