Exhibit 10.1
TRIBE COMMUNICATIONS, INC. TRIBE INVESTMENT PARTNERS TRIBE MEDIA GROUP
THE BIZ X SHOW
CONSULTING AGREEMENT
This Agreement (the ""Agreement"") is dated JANUARY 13, 2003 and is entered into
by and between AMERICAN SOIL TECHNOLOGIES INC., A DELAWARE CORPORATION
(hereinafter referred to as ""CLIENT"") and TRIBE COMMUNICATIONS, INC.
(hereinafter referred to as ""TCI"").
1. CONDITIONS. This Agreement will not take effect, and TCI will have no
obligation to provide any service whatsoever, unless and until CLIENT returns a
signed copy of this Agreement to TCI (either by mail or facsimile copy). CLIENT
shall be truthful with TCI in regard to any relevant material regarding CLIENT,
verbally or otherwise, or this entire Agreement will terminate and all monies
paid shall be forfeited without further notice.
Agreed, CLIENTS INITIALS: _____________
Upon execution of this Agreement, CLIENT agrees to cooperate with TCI in
carrying out the purposes of this Agreement, keep TCI informed of any
developments of importance pertaining to CLIENT's business and abide by this
Agreement in its entirety.
2. SCOPE AND DUTIES. During the term of this Agreement, TCI will perform the
following services for CLIENT:
2.1 DUTIES TO BE PERFORMED FOR CLIENT
CAPITAL FORMATION
TCI shall introduce client to the appropriate sources to facilitate a financing
structure similar to the following:
1ST TIER] AMOUNT: $500,000
EXEMPTION: PRIVATE PLACEMENT PURSUANT TO REG. `D' [505/506]
TYPE: SERIES `A' COMMON
PRICE: UNITS CONSISTING OF - 1 [ONE] $.20 / SHARE + 1 [ONE] $.30
WARRANT [EXCERSIZEABLE WITHIN TWO YEARS OF THE DATE OF SUBSCRIPTION]
TERMS: ALL STOCK ISSUED PURSUANT TO RULE ▇▇▇
▇▇▇ ▇▇▇▇] ▇▇▇▇▇▇: $1,000,000
EXEMPTION: PRIVATE PLACEMENT PURSUANT TO REG. `D' [505/506]
TYPE: SERIES `B' COMMON
PRICE: UNITS CONSISTING OF - 1 [ONE] $.50 / SHARE + 1 [ONE] $1.00
WARRANT [EXCERSIZEABLE WITHIN TWO YEARS OF THE DATE OF SUBSCRIPTION]
TERMS: ALL STOCK ISSUED PURSUANT TO RULE 144
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3RD TIER] AMOUNT: $1,500,000
EXEMPTION: PRIVATE PLACEMENT PURSUANT TO REG. `D' [505/506]
TYPE: SERIES `B' COMMON
PRICE: UNITS CONSISTING OF - 1 [ONE] $.75 / SHARE + 1 [ONE] $2.00
WARRANT [EXCERSIZEABLE WITHIN TWO YEARS OF THE DATE OF SUBSCRIPTION]
RETAIL SUPPORT
* Facilitate introductions to criteria-specific Broker-Dealers to assist in
`retail' support
* Facilitate introductions to criteria-specific Market Makers to assist in
`retail' support
* Participate in CLIENT due diligence presentation(s) to Broker-Dealers and
Market Makers
AUDIO WEBCAST SERVICES [INTERNET ONLY]
* Feature Company in monthly Internet Chat Webcasts
* Pre-announce all Webcasts and Video Feature on company to Broker-Dealer,
Market-Maker Database and Opt-In database
* Archiving of Webcasts and interviews to client website
* Announce interviews on all OTC and Small/Micro Cap News and Message servers
[press releases NOT included]
* Conversion of all Webcasts and Video Features on company and interviews to
.wav,.mpg or applicable format
SHAREHOLDER COMMUNIQUE/MICROSITE PRODUCTION
* Write, edit and graphically produce, bind and in-house printing of 4-color
'Shareholder Communique'
* Conversion of 'Shareholder Communique' to .pdf format [Adobe Acrobat]
* Archive 'Shareholder Communique' on client website
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ASSISTANCE IN APPLICATION TO NASDAQ BBX EXCHANGE
* Provide Listing Information
* Reserve new BBX Symbol
* Compile required BBX information for Application
* Assist in understanding Rule changes
* Prepare BBX Application
GENERAL FINANCIAL PUBLIC RELATIONS SERVICES
* Strategic Planning and Partnering Licensing Agreements and Marketing
Promotions
* Review and rewrite [if necessary] of Company issued press releases
* Assistance in distribution of company news as appropriate and in concert
with milestones and newsworthy events [DOW, BLOOMBERG, REUTERS, ET. AL]
* Distribute CLIENT news and relevant information to market makers, financial
media, selected Internet stock pages/threads and OTC analyst community
* Provide general financial public relations support to CLIENT
2.2 ADVICE AND COUNSEL. TCI will provide advice and counsel regarding
CLIENT's strategic business and financial plans, strategy and
negotiations with potential lenders/investors, joint venture,
corporate partners and others involving financial and
financially-related transactions.
2.3 INTRODUCTIONS TO THE INVESTMENT COMMUNITY. TCI has a familiarity or
association with numerous broker/dealers and investment
professionals across the country and will enable contact between
CLIENT and/or CLIENT's affiliate to facilitate business
transactions among them. TCI shall use its contacts in the
brokerage community to assist CLIENT in establishing relationships
with private equity capital sources (venture capital, etc.) and
securities dealers while providing the most recent information
about CLIENT to interested securities dealers on a regular and
continuous basis. TCI understands that this is in keeping with
CLIENT's business objectives and plan to market CLIENT's business
or project to the investment community.
2.4 CLIENT AND/OR CLIENT'S AFFILIATE TRANSACTION DUE DILIGENCE. TCI
will participate and assist CLIENT in the due diligence process on
all proposed financial transactions affecting CLIENT of which TCI
is notified in writing in advance, including conducting
investigation of and providing advice on the financial, valuation
and stock price implications of the proposed transaction(s).
2.5 ADDITIONAL DUTIES. CLIENT and TCI shall mutually agree upon any
additional duties that TCI may provide for compensation paid or
payable by CLIENT under this Agreement. Although there is no
requirement to do so, such additional agreement(s) may be attached
hereto and made a part hereof by written amendments to be listed as
"Exhibits" beginning with "Exhibit A" and initialed by both
parties.
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2.6 STANDARD OF PERFORMANCE. TCI shall devote such time and efforts to
the affairs of the CLIENT as is reasonably necessary to render the
services contemplated by this Agreement. TCI is not responsible for
the performance of any services which may be rendered hereunder if
the CLIENT fails to provide the requested information in writing
prior thereto. The services of TCI shall not include the rendering
of any legal opinions or the performance of any work that is in the
ordinary purview of a certified public accountant. TCI cannot
guarantee results on behalf of CLIENT, but shall use commercially
reasonable efforts in providing the services listed above. If an
interest is expressed in satisfying all or part of CLIENT's
financial needs, TCI shall notify CLIENT and advise it as to the
source of such interest and any terms and conditions of such
interest. TCI's duty is to introduce and market CLIENT's funding
request to appropriate funding sources. TCI will in no way act as a
"broker-dealer" under state securities laws. Because all final
decisions pertaining to any particular investment are to be made by
CLIENT, CLIENT may be required to communicate directly with
potential funding sources.
2.7 NON-GUARANTEE. TCI MAKES NO GUARANTEE THAT TCI WILL BE ABLE TO
SUCCESSFULLY MARKET AND IN TURN SECURE A LOAN OR INVESTMENT
FINANCING FOR CLIENT, OR TO SUCCESSFULLY PROCURE SUCH LOAN OR
INVESTMENT WITHIN CLIENTS DESIRED TIMEFRAME OR TO GUARANTEE THAT IT
WILL SECURE ANY LOAN OR INVESTMENT FINANCING WITH A SPECIFIC OR
MINIMUM RETURN, INTEREST RATE OR OTHER TERMS. NEITHER ANYTHING IN
THIS AGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO TCI
BY CLIENT PURSUANT TO FEE AGREEMENTS FOR SERVICES NOT CONTEMPLATED
HEREIN SHALL BE CONSTRUED AS ANY SUCH GUARANTEE. ANY COMMENTS MADE
REGARDING POTENTIAL TIME FRAMES OR ANYTHING THAT PERTAINS TO THE
OUTCOME OF CLIENT'S FUNDING REQUESTS ARE EXPRESSIONS OF OPINION
ONLY. CLIENT ACKNOWLEDGES AND AGREES IT IS NOT REQUIRED TO MAKE
EXCLUSIVE USE OF TCI FOR ANY SERVICES OR DOCUMENTATION DEEMED
NECESSARY FOR THE PURPOSE OF SECURING INVESTMENTS. TCI HAS MADE NO
SUCH DEMANDS IN ORDER FOR CLIENT'S PROJECT TO BE MARKETED UNDER THE
TERMS OF THIS AGREEMENT. TCI HOLDS NO EXCLUSIVE RIGHTS TO THE
MARKETING OF CLIENT'S PROJECT.
Agreed, CLIENT INITIALS:____________
3. COMPENSATION TO TCI.
3.1 CLIENT will pay for services described herein. The fees shown below shall be
payable as follows:
OPTION `A'
3.1.a) Due at inception of this Agreement: $12,500.
3.1.b) Due upon first tranche of funding: $12,500.
3.1.c) Due the first day of month four:
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*UNREGISTERED
COMMON SHARES OF SOYL
EQUAL TO $75,000
*NOTE - PRICED BASED UPON 10 DAY AVERAGE CLOSING BID PER SHARE CALCULATED THE
DATE OF TRANSFER
4. TERM. TERM OF AGREEMENT IS SIX MONTHS. THIS AGREEMENT MAY BE CANCELLABLE AT
ANY TIME BY EITHER PARTY IN WRITING. IF AGREEMENT IS TERMINATED,
COMPENSATION RECEIVED SHALL BE RETAINED BY TCI AND NO FURTHER FEES SHALL
REMAIN DUE.
5. NON CIRCUMVENTION. In and for valuable consideration, CLIENT hereby agrees
that TCI may introduce (whether by written, oral, data, or other form of
communication) CLIENT to one or more opportunities, including, without
limitation, existing or potential investors, lenders, borrowers, trusts,
natural persons, corporations, limited liability companies, partnerships,
unincorporated businesses, sole proprietorships and similar entities (an
""Opportunity"" or ""Opportunities""). CLIENT further acknowledges and
agrees that the identity of the subject Opportunities, and all other
information concerning an Opportunity (including without limitation, all
mailing information, phone and fax numbers, email addresses and other
contact information) introduced hereunder are the property of TCI, and
shall be treated as confidential information by CLIENT, it affiliates,
officers, directors, shareholders, employees, agents, representatives,
successors and assigns. CLIENT shall not use such information, except in
the context of any arrangement with TCI in which TCI is directly and
actively involved, and never without TCI's prior written approval. CLIENT
further agrees that neither it nor its employees, affiliates or assigns,
shall enter into, or otherwise arrange (either for it/him/herself, or any
other person or entity) any business relationship, contact any person
regarding such Opportunity, either directly or indirectly, or any of its
affiliates, or accept any compensation or advantage in relation to such
Opportunity except as directly though TCI, without the prior written
approval of TCI. TCI is relying on CLIENT's assent to these terms and their
intent to be bound by the terms by evidence of their signature. Without
CLIENT's signed assent to these terms, TCI would not introduce any
Opportunity or disclose any confidential information to CLIENT as herein
described.
6. ARBITRATION. The parties herein agree to arbitrate any dispute pursuant to
the guidelines set forth by the American Arbitration Association. NOTE: IF
ANY PARTY SHALL INSTITUTUTE ANY COURT PROCEEDING IN AN EFFORT TO RESIST
ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR SHALL
UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION FORUM, OVER ANY
MATTER WHICH IS THE SUBJECT OF THIS AGREEMENT, THE PREVAILING PARTY SHALL
BE ENTITLED TO RECOVER FROM THE LOSING PARTY ITS LEGAL FEES AND ANY
OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE DEFENSE OF SUCH
LEGAL PROCEEDING OR ITS EFFORTS TO ENFORCE ITS RIGHTS TO ARBITRATION AS
PROVIDED FOR HEREIN.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.
CLIENT: TCI:
AMERICAN SOIL TECHNOLOGIES INC. TRIBE COMMUNICATIONS, INC.
BY:_____________________________ BY:___________________________
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Its: President/CEO Its:__________________________
Address: ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇ ▇▇▇ Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇▇. ▇▇▇
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Contact Person: ▇▇▇▇ ▇. ▇▇▇▇▇ Contact Person: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Date: ______________________ Date:________________________
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