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EXHIBIT 10.22
NATIONAL FINANCIAL COMMUNICATIONS CORP.
CONSULTING AGREEMENT
AGREEMENT made as of the 1st day of September, 2000 by and between
Delta Capital Technologies, Inc., maintaining its principal offices at 999 -
8 Street, Suite 255, Alberta, CN T2R 115 (hereinafter referred to as "Client")
and National Financial Communications Corp. DBA/OTC Financial Network, a
Commonwealth of Massachusetts corporation maintaining its principal offices at
1040 Great Plain Ave, Needham, MA 02492 (hereinafter referred to as the
"Company").
W I T N E S S E T H
WHEREAS, Company is engaged in the business of providing and rendering
public relations and communications services and has knowledge, expertise and
personnel to render the requisite services to Client; and
WHEREAS, Client is desirous of retaining Company for the purpose of
obtaining public relations and corporate communications services so as to
better, more fully and more effectively deal and communicate with its
shareholders and the investment banking community.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, it is agreed as follows:
I. Engagement of Company. Client herewith engages Company and Company
agrees to render to Client public relations, communications, advisory and
consulting services.
A. The Consulting services to be provided by the Company shall include,
but are not limited to, the development, implementation and maintenance of an
ongoing program to increase the investment community's awareness of Client's
activities and to stimulate the investment community's interest in Client.
Client acknowledges that Company's ability to relate information regarding
Client's activities is directly related to the information provided by Client to
the Company.
B. Client acknowledges that Company will devote such time as is
reasonably necessary to perform the services for Client, having due regard for
Company's commitments and obligations to other businesses for which it performs
consulting services.
II. Compensation and Expense Reimbursement
A. Client will pay the Company, as compensation for the services
provided for in this Agreement and as reimbursement for expenses incurred by
Company on Client's behalf, in the manner set forth in Schedule A annexed to
this Agreement which Schedule is incorporated herein by reference.
B. In addition to the compensation and expense reimbursement referred
to in Section 2(A) above, Company shall be entitled to receive from Client a
"Transaction Fee", as a result of any Transaction (as described below) between
Client and any other company, entity, person, group or persons or other party
which is introduced to, or put in contact with, Client by Company, or by which
Client has been introduced to, or has been put in contact with, by Company. A
"Transaction" shall mean merger, sale of stock, sale of assets, consolidation
or other similar transaction or series or combination of transactions whereby
Client or such other party transfer to the other, or both transfer to a third
entity or person, stock, assets, or any interest in its business in exchange
for stock, assets, securities, cash or other valuable property or rights, or
wherein they make a contribution of capital or services to a joint venture,
commonly owned enterprise or business opportunity with the other for purposes
of future business operations and opportunities. To be a Transaction covered by
this section, the transaction must occur during the term of this Agreement or
the one year period following the expiration of this Agreement.
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This calculation of a Transaction Fee shall be based upon the total value of the
consideration, securities, property, business, assets or other value given,
paid, transferred or contributed by, or to, the Client and shall equal 5% of the
dollar value of the Transaction. Such fee shall be paid by certified funds at
the closing of the Transaction.
Term and Termination. This Agreement shall be for a period of six months
commencing September 1, 2000 and terminating February 28, 2001. If the Client
does not cancel the contract during the term; the contract will be automatically
extended for an additional three months; Either party hereto shall have the
right to terminate this Agreement upon 10 days prior written notice to the other
party after the first six months.
Treatment of Confidential Information. Company shall not disclose, without
the consent of Client, any financial and business information concerning the
business; affairs, plans and programs of Client which are delivered by Client to
Company in connection with Company's services hereunder, provided such
information is plainly and prominently marked in writing by Client as being
confidential (the "Confidential Information"). The Company will not be bound by
the foregoing limitation in the event, (i) the Confidential Information is
otherwise disseminated and becomes public information or (ii) the Company is
required to disclose the Confidential Information pursuant to a subpoena or
other judicial order.
Representation by Company of Other Clients. Client acknowledges and
consents to Company rendering, public relations, consulting and/or
communications services to other clients of the Company engaged in the same or
similar business as that of Client.
Indemnification by Client as to Information Provided to Company. Client
acknowledges that Company, in the performance of its duties, will be required to
rely upon the accuracy and, completeness of information supplied to it by
Client's officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend Company, its officers, agents and/or
employees from any proceeding or suit which arises out of or is due to the
inaccuracy or incompleteness of any material or information supplied by Client
to Company.
Independent Contractor. It is expressly agreed that Company is acting as an
independent contractor in performing its services hereunder. Client shall carry
no workers compensation insurance or any health or accident insurance on
Company or consultant's employees. Client shall not pay any contributions to
social security, unemployment insurance, Federal or state withholding taxes nor
provide any other contributions or benefits which might be customary in an
employer-employee relationship.
Non-Assignment. This Agreement shall not be assigned by either party
without the written consent of the other party.
Notices. Any notice to be given by either party to the other hereunder
shall be sufficient if in writing and sent by registered or certified mail,
return receipt requested, addressed to such party at the address specified on
the first page of this Agreement or such other address as either party may have
given to the other in writing.
Entire Agreement. The within agreement contains the entire agreement and
understanding between the parties and supersedes all prior negotiations,
agreements and discussions concerning the subject matter hereof.
Modification and Waiver. This Agreement may not be altered or modified
except by writing signed by each of the respective parties hereof. No breach or
violation of this Agreement shall be waived except in writing executed by the
party granting such waiver.
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SCHEDULE A-1
PAYMENT FOR SERVICES
AND REIMBURSEMENT OF EXPENSES
A. For the services to be rendered and performed by Company during the
term of the Agreement, Client shall pay to Company the sum of 250,000 restricted
shares.
B. Client shall also reimburse Company for all reasonable and necessary
out-of-pocket expenses incurred in the performance of its duties for Client upon
presentation of statements setting forth in reasonable detail the amount of such
expenses. Company shall not incur any expense for any single item in excess of
$250 either verbally or written except upon the prior approval of the Client.
Company agrees that any travel, entertainment or other expense which it may
incur and which may be referable to more than one of its clients (including
Client) will be prorated among the clients for whom such expense has been
incurred.
National Financial Communications Corp.
By: /s/ GEOFFREY RITEN
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Geoffrey Riten, President
Delta Capital Technologies, Inc.
By:
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Michael Horsey, Authorized Agent