EXHIBIT 10.70
Hawk Associates, Inc.
204 Ocean Drive
Tavernier, FL 33070
Tel: (305) 852-2383
Fax: (305) 852-2378
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Frank N. Hawkins, Chief Executive Officer
Julie W. Marshall, President
info@hawkassociates.com
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AGREEMENT made as of May 1, 2003 (the "Effective Date") between Hawk
Associates, Inc., a Florida investor relations firm having its place o1 business
at 204 Ocean Drive, Tavernier, FL 33070 (hereinafter referred to as "Hawk") and
IVP Technology Corporation with an address at 2275 Lakeshore Blvd, West Suite
401, Toronto Ontario, M8V 3Y3 Canada (herein after referred to as the
"Company").
WITNESSETH:
WHEREAS, Hawk is engaged in the business of providing investor relations,
financial media relations and other appropriate consulting and advisory
services; and
WHEREAS, the Company is desirous of entering into an agreement utilizing
Hawk services and expertise; and
WHEREAS, the Company desires to accept such a relationship upon the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, it is agreed as follows:
1. The Company desires to retain the services of Hawk as an independent
contractor to provide investor relations consulting and advisory services it
numerous areas and Hawk desires to accept such engagement by Company pursuant to
the terms and conditions of this Agreement. These areas include providing the
following services, but are not limited to:
o Development of Investor/Media Relations Wall Street Branding Strategy
o Creation and Regular Updating of Investment Profiles
o Hawk Associates Website Virtual Investor Kit/Virtual Media Kit
o Email Alerts
o Drafting and Management of Press Releases
o Road Shows/Investor Meetings
o PowerPoint Investor Presentation
o Quarterly Conference Calls (as appropriate)
o Crisis Management Consulting (as appropriate)
o Development and Maintenance of Investor/Media Email and Contact
Database
o IR Presenter and Virtual Roadshows (as appropriate)
o Annual Reports/Quarterly Reports to Shareholders (as appropriate)
o Expanded Company Backgrounder or Fact Sheets
o Mailings to Targeted Members of the Investment Community and Media (as
appropriate)
o Handling of Investor Information Queries
2. In consideration for such services, Company will provide the following
compensation to Hawk:
A. Upon the signing of this agreement, Hawk will be issued 2,000,000
shares of Company 144 Restricted common stock.
B. Hawk will be paid a retainer fee of $6,600 per month. In addition,
Hawk will be reimbursed for normal out of pocket operating expenses
such as phones, faxes, Fedexes, routine printing and routine postage
incurred by Hawk on behalf of Company. These expenses will be invoiced
at a rate of $400 per month. All billings will be two months in
advance and will be paid by wire transfer to Hawk Associates. These
cash payments will begin with an initial payment of $14,000
representing the first two-months of the retainer and basic expenses.
The next invoice covering the retainer will be issued on July 1, 2003
and will cover the following two months. All subsequent billings will
be two months in advance with travel expenses and other non-routine
expenses billed monthly in arrears.
C. Company shall reimburse Hawk and its representatives for such
reasonable out-of-pocket expenses as Hawk may incur in connection with
the rendition of the services. Such items shall include, but not be
limited to, all travel related expenses for Hawk to visit the Company
facilities as well as entertainment expenses incurred with financial
analysts, fund managers, brokers, potential investors, members of the
media and/or financing candidates.
D. Third party vendor expenses such as design fees, printing costs and
related materials, database acquisitions, PR Newswire fees, conference
calls and special promotions will be billed directly to Company by the
vendors. It is mutually agreed that Hawk will not benefit financially
from a markup of these services.
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3. Equity Fundraising
If requested, Hawk will provide professional presentation of the company's
materials and introduction of the Company to potential funding sources. The
packaging will include a professionally presented business model and a
PowerPoint presentation as well as CEO coaching and presentation practice as
needed.
A. Hawk will circulate the Company's applicable materials to investors
and/or investment banking/venture capital related resources and
contacts interested in investing in enterprises similar to the Company
and provide introductions to appropriate investment bankers and other
potential funding sources.
B. Upon successful placement and/or sourcing of Equity capital an Equity
Capital Placement fee of Two and a half Percent (2.5%) of the capital
raised and/or placed on behalf of Company will be paid to Hawk.
C. In respect of any transaction between Company and an individual or
entity that was introduced directly or indirectly by Hawk prior to a
termination hereof which occurs within two (2) years from the
termination or expiration of this Agreement, the Company shall pay to
Hawk or Hawk's nominee(s) the Success Fees due Hawk, as outlined in
Section 3B of this Agreement. This Section shall survive any
termination of this Agreement.
D. All fees to Hawk will be due upon funding as received by Company.
4. The initial term ("Term") of this Agreement shall be for a period
commencing on the Effective Date hereof and ending on October 31, 2003.
Effective November 1, 2003, this contract will automatically renew for a period
of 30 days every successive 30 days. After September 30, 2003, either party will
have the right to terminate this agreement with 30 days notice.
5. Any controversy between the parties hereto involving the construction
or application of any payments owed to Hawk as part of this Agreement, or any
claims arising out of or relating to this Agreement or the breach hereof or
thereof, will be submitted to and settled by final and binding arbitration in
Islamorada FL, in accordance with the rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. In the event of any
arbitration under this Agreement the prevailing party shall be entitled to
recover from the losing party reasonable expenses, attorneys' fees and costs
incurred therein or in the enforcement or collection of any judgment or award
rendered therein. The "prevailing party" means the party determined by, the
arbitrator to have most nearly prevailed, even if such party did not prevail in
all matters, not necessarily the one in whose favor a judgment is rendered.
6. All proprietary information furnished to Hawk by Company shall be
deemed to be confidential and shall be kept in strict confidence under
appropriate safeguards. Company agrees that the Hawk website and profiles are
protected by applicable copyright laws and will not be copied or otherwise used
by Company without the written permission of Hawk.
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7. This consulting agreement, acceptable to both parties and representing
the full and final execution of this document, contains the full agreement of
the parties hereto concerning the subject matter hereof and shall not be
modified, altered, changed or terminated except pursuant to a writing signed by
all of the parties.
8. This agreement shall be binding upon and inure to the benefit of the
respective heirs, executors, administrators, successors and assigns of the
parties below.
9. The validity of this agreement shall be determined in accordance with
the internal laws of the State of Florida.
10. Any and all notices, requests, demands or other communications
hereunder shall be in writing, and deemed given and received if delivered
personally or sent by certified or registered mail, postage prepaid, return
receipt requested to each of the parties hereto at the addresses hereinabove
first written or such other addresses as may from time to time be designated by
any of them in writing.
IN WITNESS WHEREOF, the Company and Hawk have executed and delivered this
agreement as of the day an year first above written.
By:
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Frank N. Hawkins, Jr.
CEO
Hawk Associates, Inc.
Dated:
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THE UNDERSIGNED HAVE READ AND
HEREBY CONSENT AND AGREE TO THE
TERMS OF THE FOREGOING AGREEMENT.
By:
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Brian McDonald,
President and CEO
IVP Technology Corporation
cc: Julie W. Marshall;
President,
Hawk Associates, Inc.
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