EXHIBIT 4.12
[LETTERHEAD OF UNITED PETROLEUM CORPORATION]
June 8, 1997
Sound Capital, Inc.
Attention: Richard Chanois
2000 Island Blvd. Suite 1501
North Miami Beach, Florida 33160
Dear Richard:
This letter agreement consisting of three pages, is between United
Petroleum Corporation ("UPET") and Sound Capital, Inc. ("SCI"), consistent with
the discussions held at our offices on June 5 and 6, 1997.
SCI agrees to perform the following services for UPET:
1) Corporate lineage And Direction
A) Assist in the creation of a multi-purpose investor relations kit
containing Corporate Profile brochure executive bios., product
fact sheets, product photos, background Q & A, testimonials, etc.
B) Assist in the preparation of slides, videos and leave-behinds for
the visits to brokers, as well as identifying appropriate analysis,
brokers and potential market makers for presentation.
C) Schedule and participate in presentations to brokers and analysts.
D) Assist management in the preparation of press releases.
2) Market Makers
A) Identify and target a cadre of potential market makers specific to
the oil and gas industry and retail automotive service industry and
those with a broader perspective of those industries.
B) Conduct appropriate MAIL and FAX campaigns on a regular basis to
inform the target audience of the potential of United Petroleum
Corporation as a viable growing company.
C) Direct follow-up information on corporate growth, contracts, and
acquisitions to the target audience.
3) Investor Relations
A) Maintain regular contact with investors using a Quarterly
newsletter. Conduct routine Investor Survey to determine any
"problem" areas of potential investor dissatisfaction.
B) Advise management on the implementation of an Investor Relations
program.
4) Media Relations
A) Write and place positive "Case History" stories on the company's
achievements and future plans for development in appropriate
financial and trade media.
B) Contact financial and technical writers to encourage them to do
"Third Party" stories on United Petroleum Corporation. Continue
media contact on a regular basis and as warranted by company's
performance. Among those media to be considered are Bloomberg
Business News, INC., Business Week, Fortune, Dow Jones News
Service/Investor Report, Industry Week, Wall Street Journal, etc.
Additionally trade magazines and publications also will be
contacted for story placement.
Term: The term of this consulting agreement shall be six (6) months
commencing June 15, 1997. The agreement may be extended by mutual
agreement of the parties, in writing. The agreement may be
terminated without cause upon 30 days prior written notice, by
either party.
Compensation:
A) UPET in consideration of the performance of SCI, as set forth above
will issue directly to SCI 150,000 shares at the execution of this
agreement and a number of shares, up to a maximum of up to an
additional 150,000, based on the success of its performance
hereunder, to be reviewed bimonthly to a maximum of 5,000 shares per
review period.
B) UPET shall additionally pay to SCI the sum of $2,500 per month, to
include expenses; which payment shall, at the option of UPET,
exercised on or before the 10th day of each month, be payable in
shares of common stock, or in cash, or in a combination thereof.
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In witness whereof, the parties sign their names as of the day and year
first above written
UNITED PETROLEUM CORPORATION
By: /s/ Michael Thomas
-------------------------------------
Michael Thomas, President
SOUND CAPITAL, INC.
By: /s/ Richard Chanois
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Richard Chanois, President
* Exhibit A to be attached is a memo of the brokers to be targeted under
paragraph 2(A).
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