FINANCIAL PUBLIC RELATIONS AGREEMENT
WITNESSETH
THIS AGREEMENT, made this 15th day of March 1996, by and between P. R.
WILLIAMS & ASSOCIATES, INC., having its principal office at 7825 Washington
Avenue South, Minneapolis, Minnesota (hereinafter "PRW") and NORTH AMERICAN
RESORTS, INC., located at 315 East Robinson Street, S-190, Orlando, Florida
32801, Telephone (407) 841-191 7 (hereinafter referred to as ("CLIENT").
WHEREAS, the CLIENT, a publicly held corporation, desires to retain the
services of PRW to advise and assist it in its ongoing financial public
relations, which the CLIENT recognizes as requiring time and constant attention
to develop and sustain the attention and interest of shareholders and other
members of the investment and financial community; and
WHEREAS, PRW will provide such professional services for the
consideration as stated herein;
NOW THEREFORE, the parties hereby agree as follows:
1. RETENTION: CLIENT retains PRW to advise and assist it in its ongoing
financial public relations, which the CLIENT recognizes as requiring time and
constant diligence to develop and sustain the attention and interest of
shareholders and other members of the investment and financial community. Such
services would include, as necessary and authorized by the CLIENT:
a) press relations, releases and conferences;
b) financial advertising;
c) fact sheets and brochures prepared and distributed;
d) contacts to attract both individual and institutional investors;
e) distribution of the CLIENT'S annual, quarterly and other reports;
f) such other activities and promotions as shall be agreed upon in
order to maintain an active interest and market in the CLIENT'S stock.
PRW'S services will be performed at its facilities and at such other
place as are appropriate and necessary for PRW to perform its duties hereunder.
2. TERM OF AGREEMENT: PRW'S services shall be available to CLIENT for a
Five (5) year period commencing on the effective date of this agreement.
3. COMPENSATION: For work to be performed by PRW under this Agreement,
CLIENT will pay PRW a fee as follows:
PRW agrees to receive payment via the CLIENTS free trading shares or
cash, at CLIENTS option. In addition, PRW will accept payment via free trading
shares for expenses as stated in paragraph 4 and specifically for the
preparation and printing of a corporate presentation kit and the inclusion of
CLIENT on the PRW Corporate News Network and Cooperative advertising program. In
addition, if CLIENT so desires, PRW will perform additional advertising, design,
printing and other services for additional shares.
4. EXPENSES: PRW will be solely responsible for all costs, expenses and
out-of-pocket disbursements incurred on behalf of the CLIENT, which include, but
are not limited to, travel and hotel costs, copywriting, layout, art and
Photographic services, mechanical, printing, duplication and reproduction costs,
advertising costs, messenger and delivery services, telephone toll charges, fax,
postage, newswire, on-line computer news services and any other necessary and
incidental expenses. All non-project single item expenses over $200.00 will be
submitted to CLIENT in advance for approval. All project expenses will be
presented to CLIENT for approval in advance of beginning such projects. All such
project expenses are payable by 50% upon CLIENTS approval of such project and
50% upon material completion.
5. PAYMENT: CLIENT agrees to issue 66,000 Preferred Shares and if
necessary, CLIENT agrees to immediately file an S-8 with the Securities and
Exchange Commission to register the shares. CLIENT agrees to pay all fees and
costs within ten (10) days from receipt of all billings by PRW. Any payment due
hereunder that is not paid as provided for herein shall incur a one and one half
(1 1/2%) percent per month late fee.
REPRESENTATIONS AND WARRANTIES OF CLIENT
6. REQUIRED REPORTING: The CLIENT will prepare and file all required
reports with the Securities and Exchange Commission (the "SEC") and such other
necessary and appropriate agencies, and are in conformity with the requirements
of the Securities Act of 1933, as amended (the "ACT") and the rules and
regulations ("Rules and Regulations") promulgated thereunder, and CLIENT shall
deliver to PRW and such documents and additional amendments thereto that it
shall file, including, but not limited to all amendments, 10K's, 10Q's, 8K's and
all other material reports and letters filed with the SEC and the NASD.
7. ACCURACY OF REPORTS. The SEC has not issued any order preventing or
suspending the sale of the CLIENT'S Common Stock. CLIENT represents that each
filing/report has conformed in all materiel respects with the requirements of
the Act and the applicable rules and regulations promulgated thereunder and to
the best of the CLIENT'S knowledge has not and will not include any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein not misleading.
8. NO DEFAULTS: The CLIENT is not in any default which has not been
waived in the performance of any obligation, agreement or condition contained in
any security, note or the consummation of the transactions herein contemplated,
and compliance with the terms of this Agreement will not conflict with or result
in a breach of any of the terms, conditions or provisions of, or constitute a
default under, the Articles of Incorporation, as amended, or By-Laws of the
CLIENT, any note, indenture, mortgage, deed of trust, or other agreement or
instrument to which the CLIENT is a party or by which it or any of its property
is bound, or any existing law, order, rule, regulation, writ, injunction, or
decree of any government, governmental instrumentality, agency or body,
arbitration tribunal or court, domestic or foreign, having jurisdiction over the
CLIENT or its property. The consent, approval, authorization, or order of any
court or governmental instrumentality, agency or body is not required for the
consummation of the transactions herein contemplated.
9. INCORPORATION AND STANDING: The CLIENT is duly incorporated, validly
existing and in good standing under the laws of the state or country of its
incorporation with authorized and outstanding capital stock as set forth in its
SEC filings, and with full power and authority (corporate and other) to own its
property and conduct its business, present and proposed, as described in its SEC
filings; the CLIENT has full power and authority to enter into this Agreement;
and the CLIENT is duly qualified and in good standing as a foreign corporation
in each jurisdiction in which it owns or leases real property or transacts
business requiring such qualifications, if any.
10. LEGALITY OF COMMON STOCK: The outstanding Common Stock of the
CLIENT has been duly and validly authorized and issued and is fully paid and non
assessable and will conform to all statements with regard thereto contained in
its SEC filings. No sales of securities have been made by the CLIENT in
violation of the registration provisions of the Securities Act of 1933, as
amended. Any Common Stock Purchase Warrants have been duty and validly
authorized and, when sold and delivered, will constitute valid and binding
obligations of the CLIENT enforceable in accordance with the terms thereof and
will conform to all statements with regard thereto contained in any of its SEC
filings.
11. LITIGATION: Except as set forth in CLIENT'S SEC filings, there is
and shall be no actions, suit or proceeding before any court or governmental
agency, authority or body pending or to the knowledge of the CLIENT threatened
which might result in judgments against the CLIENT not adequately covered by
insurance or which collectively might result in judgments against the CLIENT not
adequately covered by insurance or which collectively might result in any
material adverse change in the condition (financial or otherwise) of the
business or the prospect of the CLIENT, or would materially affect the
properties or assets of the CLIENT.
12. WARRANTY THAT AGREEMENT DOES NOT CONTEMPLATE CORRUPT PRACTICES:
CLIENT represents and warrants that all payments and authorizations under this
Agreement constitute compensation for services performed or to be performed and
do not constitute an offer, payment, promise or authorization for payment of any
money or gift to any official or other person to influence any act or decision
of an official or person to induce such official or person to affect or
influence any act or decision in favor of the CLIENT.
COVENANTS OF THE CLIENT
13. FINANCIAL STATEMENTS: The CLIENT, at its own expense will prepare,
file and update such financial statements and other information as may be
required by the SEC or states in which the sale of the CLIENT'S Common Stock may
be qualified. During the five (5) year retention period of PRW, or any extension
thereof, the CLIENT will deliver to PRW copies of each annual, quarterly and
other reports and documents which the CLIENT shall timely present to its
security holders an/or file the SEC and other state governmental authority,
within thirty (30) days of the preparation and submission of such documents and
reports.
14. COMPLIANCE WITH APPLICABLE LAWS: The CLIENT has complied and will
continue to comply with all applicable laws, statutes, rules, regulations and
orders relating to the operation of its business and the issuance, sale and
market of its securities, which the failure to comply with would result in a
material adverse effect on CLIENT'S business or financial condition.
15. APPLICATION TO MOODY'S, STANDARD & POORS, NASD, NASDAQ: The CLIENT
shall maintain all its current listings on the NASD Bulletin Board or NASDAQ
automated quotation system. The CLIENT also agrees to be listed with Moody's and
Standard & Poors. As such listings are applicable to CLIENTS ability to trade
its stock and comply with blue sky state requirements.
16. OPINION OF COUNSEL: At PRW'S option, PRW may request a comfort
letter from CLIENT'S counsel during the term of this Agreement.
17. ACCOUNTANT'S LETTER: The CLIENT shall furnish to PRW a copy of the
opinion and audited financial statements rendered to the CLIENT and submitted to
the SEC by its retained independent public accountant concerning the examination
of the CLIENT'S financial statements and opinion as to their compliance with
applicable accounting requirements of the Act and the Rules and Regulations
promulgated thereunder and with generally accepted accounting principles, and
that such financial statement present fairly the financial position of the
CLIENT. At
PRW'S option, PRW may request a comfort letter from CLIENT'S accountant
during the term of this Agreement.
18. INDEMNIFICATION: The CLIENT, for good and valuable consideration
the receipt of which is hereby acknowledged, undertakes and agrees to indemnify
and hold PRW harmless from and against and in respect of any liability, damage,
loss or expense to PRW resulting from (a) the inaccuracy or omission of any
information, representation or warranty made to PRW and/or contained in any
materials distributed and/or advertised to the public and/or filed with any
governmental or regulatory authority or agency; (b) any inaccuracy or omission
in the financial statements, documents or materials of the CLIENT required to be
filed with any governmental or regulatory authority or agency and/or distributed
to the public and of shareholder interest; (c) any failure of the CLIENT to
discharge any duty or perform any obligation required of It under (I) any rules,
statutes and regulations enacted and/or enforced by any governmental or
regulatory authority or agency, (ii) any representation, undertaking or warranty
set forth in any document or materials distributed to the public and/or filed
with any governmental or regulatory authority or agency, (iii) any contract
incident to the CLIENT conducting its current or proposed business activity; or
(d) any violation by the CLIENT of any federal, state or local law, ordinance,
regulation or order. PRW, for good and valuable consideration hereby agrees to
indemnify CLIENT from and against and in respect of any misrepresentations made
by PRW in representing CLIENT, unauthorized or unlawful use of confidential
CLIENT information obtained during the course of this Agreement, or any willful
misconduct or gross negligence of PRW in the performance of its duties under
this Agreement.
TERMINATION
19. TERMINATION BECAUSE OF NON-COMPLIANCE: This Agreement may be
terminated by PRW by notice to the CLIENT in the event that the CLIENT shall
have failed or been unable to comply with any of the terms, conditions or
provisions of this Agreement on the part of the CLIENT to be performed,
completed with or fulfilled within the respective times herein provided for,
unless compliance therewith or performance or satisfaction thereof shall have
been expressly waived by PRW in writing.
20. TERMINATION OF AGREEMENT: In the event that PRW should withdraw
from retention by the CLIENT, any sums that have become due in accordance with
this Agreement but have not been paid at the time of withdrawal will be deemed
to be for services already rendered and shall be paid immediately by the CLIENT,
any sums that have been paid to PRW will be deemed earned and for services
already performed. The CLIENT shall pay immediately for all unreimbursed
changes, costs and expenses paid or incurred by PRW prior to the time of
withdrawal. If such termination is for non-payment, CLIENT agrees to pay all
legal and other collection fees with appropriate interest.
MISCELLANEOUS
21. NON-AFFILIATION: Nothing herein shall be construed as creating a
relationship of employer-employee, partners, joint ventures or other such or
similar relationship between the parties hereto. The parties intend that PRW
will be an independent contractor and not an employee of CLIENT. Therefore, none
of the benefits that may be provided by CLIENT to its employees, including but
not limited to workers' compensation insurance, unemployment insurance or fringe
benefits, shall be available from CLIENT to PRW. Further, PRW and CLIENT each
understand that it shall be PRW'S responsibility to provide for all unemployment
and other taxes, including withholding and social security, and all estimated
taxes, business licenses and insurance (including buy not limited to workers'
compensation insurance and public liability insurance) arising out of or
relating to this Agreement. PRW hereby assumes all risks, burdens and
liabilities associated with his status as an Independent contractor, including
and not limited to liability to their parties for the acts of his employees and
agents which buy for this status might otherwise be attributable to CLIENT
and/or covered by CLIENT'S insurance carriers. In furtherance of the foregoing,
PRW agrees that he will not assets or claim that he is not an independent
contractor, and will in good faith defend his status as such.
22. CONFIDENTIALITY: In the course of the performance of PRW'S duties,
it is expected that PRW will receive information which may be considered
material inside information. PRW will not disclose that information to others
except as authorized by CLIENT and necessary in order for PRW to perform its
duties and comply with such federal, state and municipal laws, rules and
regulations or other regulatory body. PRW agrees to the following definitions:
a) PRW shall only distribute materials that have been approved by
CLIENT prior to distribution.
b) PRW may employ sub-contractors to assist in his duties, however, PRW
will be held responsible for all materials distributed.
c) PRW hereby agrees that he or his sub-contractors will not distribute
misleading information, make false statements or in any way deviate from
standard practices as it relates to information distributed under the laws and
regulations of the United States or State securities laws. PRW hereby represents
that he is familiar with the laws, rules and regulations and will conduct his
efforts within the guidelines of those rules and laws.
d) PRW understands and agrees that any deviation from the accepted
practices as it relates to promotion for a public company, and misrepresentation
or mailing of false or misleading information regarding CLIENT will be grounds
for immediate termination of this Agreement.
23. COOPERATION, DILIGENCE. DISCLOSURE AND DISCLAIMER OR WARRANTY: The
CLIENT acknowledges and agrees that a great deal of time, cooperation, diligence
and disclosure is necessary in order for PRW to perform its duties as
contemplated herein. The CLIENT acknowledges and agrees that no representation
or warranty concerning the successful outcome of any proposal or recommendation
is or can be made. CLIENT acknowledges and understands that this is expressly
true when approval of a governmental or regulatory authority or agency is needed
in order for CLIENT to effect a proposed course of business which includes the
possible intervention and institution by any governmental or regulatory
authority or agency of any proceedings into the activities of the CLIENT or its
principals. All statements of PRW concerning any and all matters contemplated
herein are statements of opinion only.
24. WARRANTY THAT AGREEMENT DOES NOT CONTEMPLATE ACTS OF A FINDER,
UNDERWRITER, BROKER, DEALER OR PROMOTER: The CLIENT acknowledges and agrees that
no representations or warranty has been made by PRW, associates, affiliates or
any other person as to the successful outcome of any media, financial plan,
private or public financing or other business plans put forth by PRW, its
affiliates or associates. The CLIENT further acknowledges and agrees that PRW,
its affiliates and/or associates have not, and will not act or be considered to
act as a finder, underwriter, broker, dealer or promoter of any of the CLIENT'S
securities, either in private or public transactions. CLIENT represents and
warrants that all payments and authorizations under this Agreement constitute
compensation for services performed or to be performed and do not constitute an
offer, payment, promise or authorization for payment to PRW, or its affiliates
and/or associates to act as a finder, underwriter, broker, dealer or promoter of
any of the CLIENT'S securities.
25. RIGHTS AND REMEDIES UPON DEFAULT: Upon the occurrence of any event
of default, and any time thereafter, PRW shall have all the rights and remedies
provided in this Agreement, and any other writing executed by the parties, and
as may be provided and allowed in law. PRW shall not be deemed to have waived
any of its rights and remedies unless such waiver is in writing and signed by
the parties hereto. A waiver of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach. No delay
or omission on PRW s part in exercising any rights shall operate as a waiver of
that right or any other right.
26. ENTIRE UNDERSTANDING: This Agreement contains the entire
understanding between the parties and may not be modified except in writing and
signed by the parties hereto. See addendum #1 (attached).
27. NOTICES: All notices required under this Agreement shall be sent by
registered or certified mail, return receipt requested, addressed as set forth
herein or to such other address as the parties may have notice.
28. GOVERNING LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey and to which jurisdiction
the parties hereto consent for the adjudication of all disputes.
29. SEVERABILITY: If any provision of this Agreement is held to be
invalid, illegal, or unenforceable, then only that portion is void and shall not
affect or impair, in any way, the validity, legality, or enforceability of the
remainder of this Agreement.
30. COUNTERPARTS: This Agreement may be executed in any number of
counterparts, each of which may be deemed an original and all of which together
will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate to be effective as of the date first above written.
/s/
P. R. WILLIAMS & ASSOCIATES, INC.
By its ___________________________
/s/
NORTH AMERICAN RESORTS, INC.
By its ___________________________