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MERIDIAN ADVISORS, INC.
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PUBLIC RELATIONS CONSULTING AGREEMENT
1 PARTIES INVOLVED AND THE PURPOSE OF COOPERATION
This Public Relations Consulting Agreement (the "Agreement") is by and
between MERIDIAN ADVISORS, INC. ("Consultant") and PUBLIC COMPANY
MANAGEMENT CORPORATION (the "Company").
2 DUTIES
Consultant's sole duties are to provide consulting services to the
Company according to this Agreement. Consultant will review and edit the
Company's public relations material as are mutually deemed necessary and
appropriate by both parties. Consultant will also advise the Company on
various public relations related matters, and provide feedback to the
Company's existing or future public relations or investor relations
activities. Consultant does not provide any legal advise, and it is the
Company's responsibility to clear any contemplated public relations
activities with its attorneys prior to engaging in them.
3 LIABILITY
Consultant is not involved in the public distribution of the documents
it edits. Therefore, Consultant shall not assume any liability or
responsibility for the use of material it edits. The Company hereby
agrees to indemnify the Consultant against any action, suit, claim or
proceeding, whether civil, criminal or administrative, and against any
fine, cost, levy, expense, judgment or award arising there from
(collectively a "Claim"), in which the Consultant may be involved
(whether as a witness or a party) as a result of statement made or
document distributed by the Company, which contains any false or
misleading statement or omission of material fact or which, other than
through gross negligence of Consultant or due to violations of any
statute, rule or order of any statement, document, fact other than due
to information provided to Consultant by the Company or its designee.
4 VALIDITY OF THE AGREEMENT
This effective date of this Agreement is April 1, 2005. This Agreement
shall be valid for six (6) months. This Agreement can be mutually
cancelled at any time, by either party due to a breach of contract only,
by sending a written notice to the other party.
5 COMPENSATION
For the above services, Consultant will be compensated by the Company in
the amount of three hundred thousand restricted shares of the company's
common stock. The Company agrees to issue stock to the Consultant in
certificate form, no later than 4/10/2005. The Company also agrees that
it will assist the Consultant with the removal of the restrictive legend
on the abovementioned stock in a timely manner and will do nothing to
impede the removal of that legend once the one-year holding period has
expired on 4/10/2006.
6 INTERPRETATION AND JURISDICTION
This Agreement shall fall under the jurisdiction of and be construed by
and interpreted in accordance with the laws of the State of Texas,
without regard to principles of conflict of law. The headings given to
the paragraphs of this Agreement are for the convenience of the parties
only and are not to be used in any interpretation of this Agreement.
7 NON-DISCLOSURE
The parties to this Agreement hereby agree that the information which
each imparts to the other shall remain the sole property of the
revealing party, including but not limited to technology, trade secrets,
financial information, identification of business and marketing methods,
sales and promotion packages, and all information contained in each
party's memoranda or business plans. In recognition of such rights, it
is agreed that each party will keep all information revealed to it by
the other party in the strictest confidence and shall treat such
information as secret, divulging none of such information to any party
whatsoever, for any purpose other than those outlined in this Agreement,
without the express permission of the revealing party.
8 NOTICES
All reports, communications, requests, demands or notices required by or
permitted under this Agreement shall be in writing and shall be deemed
to be duly given on the date same is sent and acknowledged via hand
delivery, e-mail, facsimile or reputable overnight delivery service
(with a copy simultaneously sent by registered mail), or, if mailed,
five (5) days after mailing by certified or registered mail, return
receipt requested, to the party concerned at the following address:
MERIDIAN ADVISORS, INC. PUBLIC COMPANY MANAGEMENT CORPORATION
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9 COUNTERPARTS
This Agreement may be executed in one or more counterparts and by
facsimile, all of which taken together shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
on April 1, 2005.
Meridian Advisors, Inc. Public Company Management Corporation
by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ by: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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