CLIENT SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 17th day of February 2000, between
CONTINENTAL CAPITAL & EQUITY CORPORATION, located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (hereinafter referred to as "CCEC") and AMERICAN
SOIL TECHNOLOGIES, INC. located at ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the "Company").
WITNESSETH:
WHEREAS, CCEC is a financial relations and direct marketing advertising
firm specializing in the dissemination of information about publicly traded
companies, and
WHEREAS, the Company is publicly held with its common stock trading on the
OTCBB Exchange, and
WHEREAS, the Company desires to publicize itself with the intention of
making its name and business better known to shareholders, investors, brokerage
houses, institutional investors, analysts and other industry professionals, and
WHEREAS, CCEC is willing to accept the Company as a client.
NOW THEREFORE, in consideration of the mutual covenants herein contained, it is
agreed:
1. ENGAGEMENT: The Company hereby engages CCEC to publicize the Company to
brokers, prospective investors, institutional investors, analysts, other
industry professionals and shareholders described in Section 2 of this
Agreement, and subject to the further provisions of this Agreement. CCEC hereby
accepts the Company as a client and agrees to publicize it as described in
Section 2 of this Agreement, but subject to the further provisions of this
Agreement.
2. MARKETING PROGRAM: Consists of the following components:
(A) CCEC will review and analyze various aspects of the Company's goals and
make recommendations on feasibility and achievement of desired goals.
(B) CCEC will review all of the general information and recent filings from
the Company and produce a 100,000 piece direct mail package in two traunches of
50,000, to include an 11" X 17" self mailer and an ample number of corporate
profiles so as to allow for one profile for each respondent to the original
mailing, both items to be approved by the Company prior to circulation.
(C) CCEC will provide exposure to its network of firms and brokers that may
be interested in participating with the Company and schedule and conduct the
necessary due diligence and obtain the required approvals necessary for those
firms to participate. CCEC will also interview and make determinations on any
firms or brokers referred by the Company with regard to their participation.
(D) At the Company's request, CCEC will be available to the Company to
field any calls from firms and brokers inquiring about the Company.
(E) CCEC will use its best efforts to obtain the Company exposure on radio
programming, in independent financial newsletters, and through on-line fax and
Internet broadcast services.
1
(F) CCEC will promote the Company on the Worldwide Internet via CCEC's home
web SITE (▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇). Further CCEC shall create banner ads for
placement on financial web sites with hyperlinks back to the Company's feature
page on CCEC's home web site. The banner ads shall run for two (2) months.
(G) At the Company's request, CCEC shall write, produce and assist the
Company in releasing all press announcements. The Company shall be solely
responsible for paying all fees associated with the actual release(s) through
BusinessWire, P.R. Newswire, or any other comparable news dissemination source.
(H) CCEC will create, build and continually enhance a fax database of all
brokers, investors, analysts and media contacts who have expressed an interest
in receiving on-going information on the Company. CCEC will assist the Company
in setting up an account with a fax broadcasting agency to manage the actual
broadcasting in the event Company does not have this capability in-house.
Further, CCEC will, at its election, mass-fax broadcast select releases to its
network of U.S. stockbrokers, analysts and institutional investors.
(1) CCEC will obtain express written approval from the Company on all
material produced by CCEC prior to disseminating the information to the public.
3. TIME OF PERFORMANCE: Services to be performed under this Agreement shall
commence upon execution of this Agreement and shall continue for a period of
twelve (12) months.
4. COMPENSATION AND EXPENSES: In consideration of the services to be performed
by CCEC, the Company agrees to pay compensation to CCEC as follows:
(A) Fifty thousand (50,000) free trading shares of the Company's common
stock due upon execution of this Agreement.
(B) An option to purchase two hundred thousand (200,000) shares of the
Company's common stock with per share pricing calculated upon the closing bid
price on the date this Agreement is executed and as follows: fifty thousand
(50,000) shares at one hundred twenty five percent (125%) of bid; fifty thousand
(50,000) shares at one hundred fifty percent (150%) of bid; fifty thousand
(50,000) shares at one hundred seventy five percent (175%) of bid; and fifty
thousand (50,000) shares at two hundred percent (200%) of bid. The options shall
expire 24 months from the day the Registration Statement registering the
underlying shares of the option is deemed effective. The Company agrees to issue
piggyback registration rights to the Common Shares referenced above for resale
by CCEC pursuant to its filing of an SEC Registration Statement on Form S-3, or
such other applicable form as may be appropriate. The Company agrees to initiate
a Registration Statement at Company's cost to register the shares underlying the
options, if such shares are "in the money," within thirty (30) days of CCEC's
written request to do so. The Company shall use its best efforts to make the
Registration effective on a timely basis.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The Company represents and
warrants to CCEC, each such representation and warranty being deemed to be
material that:
(A) The Company will cooperate fully and timely with CCEC to enable CCEC to
perform its obligations under this Agreement.
(B) The execution and performance of this Agreement by the Company has been
duly authorized by the Board of Directors of the Company in accordance with
applicable law, and, to the extent required, by the requisite number of
shareholders of the Company;
2
(C) The performance by the Company of this Agreement will not violate any
applicable court decree, law or regulation, nor will it violate any provisions
of the organizational documents of the Company or any contractual obligation by
which the Company may be bound.
(D) The Company will promptly deliver to CCEC a complete due diligence
package to include latest 1O-K, latest 1O-Q, last six (6) months of press
releases and all other relevant materials, including but not limited to
corporate reports, brochures, etc.
(E) The Company will promptly deliver to CCEC a list of names and addresses
of all shareholders of the Company of which it is aware.
(F) The Company will promptly deliver to CCEC a list of brokers and market
makers of the Company's securities which have been following the Company.
(G) Because CCEC will rely on such information to be supplied it by the
Company, all such information shall be true, accurate, complete and not
misleading, in all respects.
(H) The Company will act diligently and promptly in reviewing materials
submitted to it by CCEC to enhance timely distribution of the materials and will
inform CCEC of any inaccuracies contained therein prior to the projected
publication date.
6. DISCLAIMER BY CCEC: CCEC WILL BE THE PREPARER OF CERTAIN PROMOTIONAL
MATERIALS. CCEC MAKES NO REPRESENTATION THAT (A) ITS SERVICE WILL RESULT IN ANY
ENHANCEMENT TO THE COMPANY (B) THE PRICE OF THE COMPANY'S PUBLICLY TRADED
SECURITIES WILL INCREASE, (C) ANY PERSON WILL PURCHASE SECURITIES IN THE
COMPANY, OR (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN OR WITH THE COMPANY
7. EARLY TERMINATION: If the Company fails to cooperate with CCEC, or fails to
make timely payment of the compensation set forth in Section 4 of this Agreement
CCEC shall have the right to terminate any further performance under this
Agreement. In such event all compensation shall become immediately due and
payable and/or deliverable, and CCEC shall be entitled to receive and retain the
same as liquidated damages, and not as a penalty, in lieu of all other remedies,
the parties acknowledging and agreeing that it would be too difficult currently
to determine the exact extent of CCEC's damage, but that the receipt and
retention of such compensation is reasonable present estimate of such damage.
8. LIMITATION OF CCEC LIABILITY: If CCEC fails to perform its services
hereunder, its entire liability to the Company shall not exceed the lessor of
(a) the amount of cash compensation CCEC has received from the Company under
Section 4 of this Agreement or (b) the actual damage to the Company as a result
of such non-performance. IN NO EVENT WILL CCEC BE LIABLE FOR ANY INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM AGAINST THE COMPANY BY ANY
PERSON OR ENTITY ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT, UNLESS
SUCH DAMAGES RESULT FROM THE USE, BY CCEC, OF INFORMATION NOT AUTHORIZED BY THE
COMPANY
9. OWNERSHIP OF MATERIALS: All right, title and interest in and to materials to
be produced by CCEC in connection with the contract and other services to be
rendered under this Agreement shall be and remain the sole and exclusive
3
property of CCEC, except that if the Company performs fully and timely its
obligations hereunder, it shall be entitled to receive upon written request, one
hundred (100) copies of all such materials.
10. CONFIDENTIALITY: Until such time as the same may become publicly known, CCEC
agrees that any information of a confidential nature will not be revealed or
disclosed to any person or entity, except in the performance of this Agreement,
and upon completion of its services and upon written request of the Company all
materials and original documentation provided by the Company will be returned to
it. CCEC will, however, require Confidentiality Agreements from its own
employees and from contractors CCEC reasonably believes will come in contact
with confidential material.
11. NOTICES: All notices hereunder shall be in writing and addressed to the
party at the address herein set forth and shall be given by personal delivery,
by certified mail, express mail or by national overnight courier services.
Notices will be deemed given upon the earlier of actual receipt or three (3)
business days after being mailed or delivered to such courier service. Any
notices to be given hereunder will be effective if executed by and sent by the
attorneys for the parties giving such notice, and in connection therewith the
parties and their respective counsel agree that in giving such notice such
counsel may communicate directly in writing with such parties to the extent
necessary to give such notice.
12. SEPARABILITY: If one or more of the provisions of this Agreement shall be
held invalid, illegal, or unenforceable in any respect, such provision, to the
extent invalid, illegal, or unenforceable, and provided that such provision is
not essential to the transaction provided for by this Agreement, shall not
affect any other provision hereof, and the Agreement shall be construed as if
such provision had never been contained herein.
13. ARBITRATION: Any controversy or claim arising out of or relating to the
Client Service Agreement, or the breach thereof, shall be settled by arbitration
in accordance with the commercial arbitration rules of the American Arbitration
Association, and judgement upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof
14. MISCELLANEOUS:
(A) GOVERNING LAW: This Agreement shall be governed by and interpreted
under the laws of the State of Florida, where CCEC has been organized and this
Agreement has been accepted by CCEC. Venue for all litigation shall be Seminole
County, Florida.
(B) CURRENCY: In all instances, references to dollars shall be deemed to be
United States Dollars
(C) MULTIPLE/FAXED COUNTERPARTS: This Agreement may be executed in multiple
parts, and by fax transmission, each of which shall be deemed an original.
Executed as a sealed instrument as of the last day and year shown hereunder.
4
CONFIRMED AND AGREED ON THE 25TH DAY OF FEBRUARY, 2000
CONTINENTAL CAPITAL & EQUITY CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ------------------------------------
CCEC Representative CCEC Officer
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ------------------------------------
Print Name Print Name
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------- ------------------------------------
Witness Witness
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------- ------------------------------------
Print Name Print Name
CONFIRMED AND AGREED ON THE 25TH DAY OF FEBRUARY, 2000
AMERICAN SOIL TECHNOLOGIES
By: /s/ ▇▇▇▇ ▇. Kitchen /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------- ------------------------------------
▇▇▇▇ ▇. Kitchen ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------- ------------------------------------
Print Name Print Name
5
August 29, 2000
American Soil Technologies, Inc
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ - ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention legal: ▇▇▇▇ ▇▇▇▇▇
Please let this notice serve as an addendum to the terms and conditions of our
Clinet Service Agreement signed February 25, 2000.
Section 4 - Compensation and Expenses.
CCEC agrees to accept 50,000 restricted shares of the Company's common stock
subject to immediate registration rights as substitution for the 50,000 free
trading shares described in 4A of agreement.
Agreed and dated 8/29/00
American Soil Technologies
/s/ ▇▇▇▇ ▇. Kitchen, Ceo, President
-----------------------------------
Duly Authorized
Agreed and dated ______________
Continental Capital & Equity Corp
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
CFO