FINANCIAL PUBLIC RELATIONS AGREEMENT
WITNESSETH
THIS AGREEMENT, made this 19th day of July 1996, by and between RAYMOND H.
RASMUSSEN, having his principal office at 545 138th Avenue N.E., Minneapolis,
Minnesota (hereinafter "RASMUSSEN") and NORTH AMERICAN RESORTS, INC., located
at 315 East Robinson Street, S-190, Orlando, Florida 32801, Telephone (407)
841-1917 (hereinafter referred to as ("CLIENT").
WHEREAS, the CLIENT, a publicly held corporation, desires to retain the
services of RASMUSSEN 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, RASMUSSEN will provide such professional services for the
consideration as stated herein;
NOW, THEREFORE, the parties hereby agree as follows:
1. RETENTION: CLIENT retains RASMUSSEN 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) contracts 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.
RASMUSSEN'S services will be performed at his facilities and at such other
place as are appropriate and necessary for RASMUSSEN to perform its duties
hereunder.
2. TERM OF AGREEMENT: RASMUSSEN'S services shall be available to CLIENT for a
One (1) year period commencing on the effective date of this agreement.
3. COMPENSATION: For work to be performed by RASMUSSEN under this Agreement,
CLIENT will pay RASMUSSEN a fee as follows:
RASMUSSEN agrees to receive payment via the CLIENTS free trading shares or
cash, at CLIENTS option. In addition, RASMUSSEN will accept payment via free
trading shares for expenses as stated in paragraph 4 and specifically for
work desired and if CLIENT so desires, RASMUSSEN will perform additional
advertising, design, printing and other services for additional shares.
RASMUSSEN shall be paid a monthly fee of Five Thousand ($5,000) Dollars. This
fee will be payable beginning the 1st day of August , 1996 and continue to
the 1st day of July, 1997.
4. EXPENSES: RASMUSSEN 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 1,000,000 Common 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 RASMUSSEN. 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 RASMUSSEN 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 material 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 validity 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 duly 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 one (1) year retention period of RASMUSSEN, or any
extension thereof, the CLIENT will deliver to RASMUSSEN copies of each
annual, quarterly and other reports and documents which the CLIENT shall
timely present to its security holders and/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 RASMUSSEN'S option, RASMUSSEN may request a
comfort letter from CLIENT'S counsel during the term of this Agreement.
17. ACCOUNTANT'S LETTER: The CLIENT shall furnish to RASMUSSEN 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 RASMUSSEN'S option, RASMUSSEN 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 RASMUSSEN harmless from and against and in respect of any liability,
damage, loss or expense to RASMUSSEN resulting from (a) the inaccuracy or
omission of any information, representation or warranty made to RASMUSSEN
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. RASMUSSEN, for good and valuable consideration hereby agrees to
indemnify CLIENT from and against and in respect of any misrepresentations
made by RASMUSSEN in representing CLIENT, unauthorized or unlawful use of
confidential CLIENT information obtained during the course of the Agreement,
or any willful misconduct or gross negligence of RASMUSSEN in the performance
of its duties under this Agreement.
TERMINATION
19. TERMINATION BECAUSE OF NON-COMPLIANCE: This Agreement may be terminated
by RASMUSSEN 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 RASMUSSEN in writing.
20. TERMINATION OF AGREEMENT: In the event that RASMUSSEN 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 RASMUSSEN 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 RASMUSSEN 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
RASMUSSEN 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
RASMUSSEN. Further, RASMUSSEN and CLIENT each understand that it shall be
RASMUSSEN'S responsibility to provide for all unemployment and other taxes,
including withholding and social security, and all estimated taxes, business
licenses and insurance (including but not limited to workers' compensation
insurance and public liability insurance) arising out of or relating to this
Agreement. RASMUSSEN 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, RASMUSSEN 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.
23. CONFIDENTIALITY: In the course of the performance of RASMUSSEN'S duties,
it is expected that RASMUSSEN will receive information which may be
considered material inside information. RASMUSSEN will not disclose that
information to others except as authorized by CLIENT and necessary in order
for RASMUSSEN to perform its duties and comply with such federal, state and
municipal laws, rules and regulations or other regulatory body. RASMUSSEN
agrees to the following definitions:
a) RASMUSSEN shall only distribute materials that have been approved
by CLIENT prior to distribution.
b) RASMUSSEN may employe sub-contractors to assist in his duties,
however, RASMUSSEN will be held responsible for all materials distributed.
c) RASMUSSEN 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. RASMUSSEN 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) RASMUSSEN 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 RASMUSSEN 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 RASMUSSEN
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 RASMUSSEN, 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 RASMUSSEN, its affiliates or associates. The CLIENT further acknowledges
and agrees that RASMUSSEN, 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 RASMUSSEN, 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, RASMUSSEN 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. RASMUSSEN 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 RASMUSSEN'S part in exercising
any right 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.
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 Minnesota 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 was, 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/ Raymond H. Rasmussen
RAYMOND H. RASMUSSEN
By its ______________________________
/s/ (Signature Illegible)
NORTH AMERICAN RESORTS, INC.
/s/ (Signature Illegible)
By its ______________________________
CLIENT Initial (Illegible)