EX10.22
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CONTINENTAL
CAPITAL
& EQUITY
CORPORATION
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PHONE
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FAX
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CLIENT SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 20th day of February, 1998 between
CONTINENTAL CAPITAL & EQUITY CORPORATION, located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, hereinafter sometimes referred to as (CCEC) and
ASHTON TECHNOLOGY GROUP, INC., located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, hereinafter sometimes referred to as (the "Company").
WITNESSETH:
WHEREAS, CCEC is a public 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 one or
more stock exchanges and/or over the counter or on NASDAQ, and
WHEREAS, the Company desires to publicize itself with the intention of making
its name and business better known to its shareholders, investors, and brokerage
houses, 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 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 all aspects of the Company's goals and
make recommendations on feasibility and achievement of desired goals.
(B) CCEC will review all the general information and recent filings from
the Company and produce and mail a 100,000 piece direct mail package 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. Profiles will be prepared in brokerage style format,
both items to be approved by the Company prior to circulation.
(C) CCEC will provide through their Broker Relations Department, firms
and brokers interested in participating and schedule and conduct the
necessary due diligence and obtain the required approvals 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) CCEC will create a due diligence package for dissemination to the
investment community, including those brokerage firms, analysts and
PAGE ONE OF SIX
fund managers within CCEC's network. All information disseminated by CCEC
on behalf of the Company will be approved in writing by the Company prior
to its dissemination.
(E) CCEC will use its fax broadcast network, composed of brokers, analysts,
fund managers and accredited investors, to deliver news and pertinent
information about the Company.
(F) CCEC will provide Internet exposure for the Company on CCEC's website,
▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, and handle all associated e-mail requests and
responses.
(G) CCEC will handle investor call-ins which are referred by the Company or
directed to CCEC by the financial media.
(H) CCEC will coordinate tele-conference(s) with the brokerage community.
(I) CCEC will arrange due diligence meetings with various broker-dealers
and, if requested, attend said meeting at the Company's expense.
(J) CCEC will use its best efforts to distribute information to the
financial media.
(K) CCEC will assist in the release and distribution of all Company press
releases.
(L) CCEC will facilitate the Company's invitation to attend various
financial conferences at the Company's expense.
(M) CCEC will publicize the Company in CCEC's quarterly newsletter, which
features multiple client companies.
3. TIME OF PERFORMANCE: Services to be performed under this Agreement shall
commence upon execution of this Agreement and shall continue for not less than
12 months. This Agreement may be renewed by mutual consent of CCEC and the
Company upon written notice by CCEC to the Company and accepted by the Company
thirty (30) days prior to the end of the initial 12 month period. The Company
may terminate this Agreement at anytime following the initial 12 month period
upon thirty (30) days written notice.
4. FEES 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 US Dollars ($50,000.00), payable in cash, and due upon
execution of this Agreement.
(B) In further consideration for its services hereunder, the Company will
pay Fifteen Thousand US Dollars ($15,000.00) in cash, due monthly for
twelve (12) months or until such time that the Company becomes listed on
the AMEX. Upon becoming listed on the AMEX, the monthly amount payable to
CCEC by the Company will be reduced to Ten Thousand US Dollars ($10,000.00)
per month. The first payment of $15,000 by the Company to CCEC is due March
1, 1998.
PAGE TWO OF SIX
(C) Upon becoming listed on the AMEX, the Company agrees to pay CCEC One
Hundred Thousand US Dollars ($100,000.00).
(D) In further consideration for its services hereunder, the Company will
issue to CCEC 300,000 shares of the Common Stock (the "CCEC Shares"). It is
understood that the CCEC Shares will initially be unregistered, however,
the Company will endeavor to register the CCEC Shares at such time as other
shares are registered on any appropriate Registration Statement.
Notwithstanding the foregoing, CCEC agrees to keep the CCEC Shares "locked
up" as follows:
(1) 200,000 Shares until October 17, 1998, and
(2) 100,000 Shares until February 18, 1999.
(E) An option to purchase 200,000 shares of the Company's Common Stock at
an exercise price of $1.87 per share. This stock purchase option shall vest
with CCEC at such time that the Company becomes listed on the AMEX. CCEC's
right to purchase shares of the Company's Common Stock pursuant to this
option will expire one (1) year after this option vests with CCEC. CCEC may
exercise its right to purchase shares of the Company's common stock
pursuant to this option in whole or in part, in minimum increments of
20,000 shares, at any time after this option vests with CCEC. It is
understood that the shares of Common Stock underlying this option will
initially be unregistered. However, the Company agrees to register these
shares at such time as other shares are registered on any appropriate
Registration Statement.
(F) The Company agrees to reimburse CCEC for any and all expenses actually
incurred. Such expenses include but are not necessarily limited to travel,
hotel, conference fees, press release fees, website development, graphics,
copying charges, tele-conference call charges, overnight delivery costs,
and other such expenses incurred in the execution of this Agreement. The
Company has the right to pre-approve all CCEC expenses which exceed two
hundred dollars ($200.00) in advance. CCEC shall use its best efforts to
give advance notice to the Company of anticipated charges and receive
approval of the same.
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;
(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 10K, latest 10Q, last 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 which it is aware.
(F) The Company will promptly deliver to CCEC a list of brokers and mar-
PAGE THREE OF SIX
ket 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 interst 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
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 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, 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.
PAGE FOUR OF SIX
11.NOTICES: All notices hereunder shall be in writing and
addressed to the party at the address herein set forth, or at
such other address as to which notice pursuant to this section
may be given, 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.
Notice shall be addressed to CCEC at:
Suite 200
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and to the Company at:
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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, 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 Agent 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) EXISTING AGREEMENT: Execution of this Client Service
Agreement, between CCEC and the Company, supersedes the
existing Market Access Program Agreement made and
entered into the 23rd day of October, 1997 between CCEC
and the Company.
(C) 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.
(D) CURRENCY: In all instances, references to dollars
shall be deemed to be United States Dollars.
(E) MULTIPLE COUNTERPARTS: This Agreement may be
executed in multiple counterparts, each of which shall
be deemed an original.
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Executed as a sealed instrument as of the last day and year shown hereunder.
CONFIRMED AND AGREED ON THE 24TH DAY OF FEBRUARY, 1998 CONTINENTAL CAPITAL &
EQUITY CORPORATION
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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CCEC Representative CCEC Officer
/s/ ▇▇▇ ▇'▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇
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Witness Witness
CONFIRMED AND AGREED ON THE 23RD DAY OF FEBRUARY, 1998
ASTON TECHNOLOGY GROUP, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ /s/ K. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Duly Authorized Witness
PAGE SIX OF SIX