MARKETING AGREEMENT
THIS MARKETING AGREEMENT is made by and between ▇▇▇▇▇▇▇ /
▇▇▇▇▇▇▇▇▇▇ MARKETING, INC., a Florida corporation (hereinafter
"SRM") and REDNECK FOODS, INC. (hereinafter "CLIENT").
RECITALS
WHEREAS, CLIENT wishes to retain SRM for a period of 24 months to
provide investment relations services to CLIENT; those services to include
the dissemination and publication of CLIENT information materials to SRM's
broker network, market makers and to others who can affect and enhance the
shareholder base, liquidity and sales volume of Client's publicly traded
shares.
NOW THEREFORE, in consideration of the mutual promises contained herein,
it is agreed as follows:
A. COMPENSATION
Cash Compensation- SRM will receive a total fee of $125,000 for the following
services provided. Fee does not include any pre-approved expenses incurred
by SRM, which as of this date totals $ 0.00. The cash portion of the fees
are to be paid in two equal payments, the first on the day following the
Client's filing of their 15C- 211, and the second payment due when trading
of the company's stock begins.
Conversion to Equity- SRM may at its' option and prior to CLIENT filing their
504 Memorandum, elect to convert up to $50,000 of its' fees into common
stock of CLIENT. The conversion rate shall be at $0.10 per share (500,000
shares) and the shares will be issued pursuant to the 504.
B. SERVICES PROVIDED
In return for payment by CLIENT of the above-described cash, freely tradable
stock and restricted stock, the Parties understand and agree that SRM will
provide the following services:
client's profile will be distributed throughout SRM's broker network. Upon
selection of the core retail stockbrokers, market makers and/or money
managers, SRM will arrange a Top Performer Due Diligence trip.
This meeting will include a visit of client's headquarters and a
presentation from client's top management paid by CLIENT.
Said trip will be fully outlined to CLIENT at least thirty days prior to
promoting said trip, which outline will include a written estimate of all
expenses likely to be incurred.
3. SRM will continue public awareness by informational mailings to
shareholders, brokers and individual investors. SRM will guarantee no less
than 6 mailings in each twelve month period. Each mailing will consist of no
less than 25,000 prescreened and otherwise qualified potential investors to
be included on the mailing.
4. SRM will prepare a broker bullet sheet which will be sent to brokers to
develop interest in client's company and in working the investor inquiries in
client's stock. SRM will guarantee no less than 6 mailings in each twelve
month period to said brokers.
5. CLIENT is responsible for providing SRM at least 500 Due Diligence
packages within 30 days of signing this contract. SRM will assist, if
necessary, in providing resources and editing of such material. The Due
diligence Package as described herein will include the following materials:
financials; press releases; offering documents; etc.
SRM will work directly with CLIENT to provide lead generating media events
including, but not limited to, the following:
A mass mailing of client's information piece to a minimum of 20,000 small-cap
investors per month.
Circulation of CLIENT information to our list of over 10,000 stock brokers.
Deliver client's information package and handle individual investors' calls.
SRM will provide to CLIENT public relations exposure to newsletter writers,
trade publications and other financial professionals. If the CLIENT is
unable to complete the minimum of $500,000 raised in the 504 offering, then
said CLIENT will have the option of canceling this contract, since SRM's
services will then not be needed.
C. CLIENT EXPENSES
CLIENT shall be responsible for all reasonable expenses for the retail market
makers and/or money managers who attend the Top Performer Broker Group
meeting, so long as a written estimate of said expense has been provided by
SRM and approved by client not less than thirty days prior to said expense
being incurred. CLIENT shall be responsible for all reasonable travel
expenses incurred for the purpose of due diligence of the CLIENT by
financial newsletter writers and/or brokers so long as a written estimate of
said expense has been provided by SRM and approved by client not less than
thirty days prior to said expense being incurred. CLIENT will have total
pre-approval right of these trips and all third party expenses.
D. FURNISHING OF INFORMATION BY CLIENT
CLIENT shall furnish to SRM information about the CLIENT such as copies of
disclosure and filing materials, financial statements, business plans,
promotional information and background of the client's officers and directors
("information package"). CLIENT shall update the information package on a
periodic basis. CLIENT understands that the sole purpose for providing SRM
with the information package is for the utilization in a lead
generation/corporate
relations program. SRM is not obligated to assess the financial viability of
the CLIENT . SRM may rely on and assume the accuracy of the information
package.
E. REPRESENTATIONS AND WARRANTIES OF CLIENT
CLIENT represents that all information included in the information package
furnished to SRM shall disclose all material facts and shall not omit any
facts.
F. COVENANTS OF CLIENT
CLIENT covenants and warrants that any information submitted for
dissemination will be truthful, accurate, in compliance with all applicable
laws and regulations and will not be submitted in connection with any
improper or illegal act or deed.
G. CLIENT RESPONSIBLE FOR INFORMATION PROVIDED SRM
CLIENT assumes and claims all responsibility and liability for the content of
all information disseminated on behalf of CLIENT which has been approved by
CLIENT. CLIENT shall indemnify and hold SRM, harmless from and against all
demands, claims or liability arising for any reason due to the content of
information disseminated on behalf of CLIENT.
H. ASSIGNMENT AND DELEGATION
Neither Party may assign any rights or delegate any duties hereunder without
the other Party's prior written consent.
I. ENTIRE AGREEMENT
This writing contains the entire agreement of the Parties. No
representations were made or relied upon by either Party, other than those
expressly set forth.
Furthermore, CLIENT understands that SRM makes no guarantees, assurances or
representations in regard to the results of its' corporate relations program.
No agent, employee or other representative of either Party is empowered to
alter any of the above terms, unless done in writing and signed by the
President and/or Vice President of the respective Parties.
J. CONTROLLING LAW AND VENUE
This Agreement's validity, interpretation and performance shall be controlled
under the laws of the State of Florida. The proper venue and jurisdiction
shall be as agreed upon by the parties hereto or as ordered by the arbitrator
under Section K below:
K. PREVAILING PARTY
Should a dispute arise, both parties agree to submit to binding arbitration
under guidelines of the American Arbitration Association, or some other
mutually agreeable arbitration association . In the event of the
institution of any arbitration the prevailing party shall be entitled to
receive from the nonprevailing party all reasonable costs, attorney's fees
and expenses.
L. FAILURE TO OBJECT NOT A WAIVER
The failure of either party to this Agreement to object to, or to take
affirmative action with respect to any conduct of the other which is in
violation of the terms of this Agreement shall not be construed as a waiver
of the violation or breach, or of any future violation breach or wrongful
conduct.
M. NOTICES
All notices or other documents under this Agreement shall be in writing and
delivered or mailed by certified mail, postage prepaid, addressed to the
representative or Company as follows:
COMPANY: ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ MARKETING, INC.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
CLIENT: REDNECK FOODS, INC.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
N. HEADINGS
Headings in this Agreement are for the convenience only and shall not be used
to interpret or construe its' provisions.
O. TIME
For all intents and purposes, time is of the essence with this Agreement.
EXECUTED this ________________ day of 1997.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ REDNECK FOODS, INC.
MARKETING, INC.,
By: ________________________________ By: ________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, President ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
President
By:
▇▇▇ ▇▇▇▇▇▇▇, Vice-President
SCHEDULE A
CLIENT hereby designates the following person or persons as authorized
representatives of CLIENT for purposes of providing written approvals as
required by this Marketing Agreement.
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