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EXHIBIT 10.11
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1301 York Road o Suite 400 o Lutherville, MD 21093
Tel: (410) 321-1799 o Fax: (410) 321-1753 o 888-301-6271
www.cfgstocks.com
CONSULTANT AGREEMENT
Columbia Financial Group is an investor relations, direct marketing,
publishing, public relations and advertising firm with expertise in the
dissemination of information about publicly traded companies. Also in the
business of providing investor relations services, public relations services,
publishing, advertising services, fulfillment services, as well as Internet
related services.
Agreement made this 15th day of November, 1999, between Corpas
Investments, Inc. (hereinafter referred to as "Corporation"), and Columbia
Financial Group, Inc. (hereinafter referred to as "Consultant", (collectively
referred to as the "Parties"):
RECITALS:
The Corporation desires to engage the services of the Consultant to
perform for the Corporation consulting services regarding all phases of the
Corporation's "Investor Relations" to include direct investor relations and
broker/dealer relations as such may pertain to the operation of the
Corporation's business.
The Consultant desires to consult with the Board of Directors, the
Officers of the Corporation, and certain administrative staff members of the
Corporation, and to undertake for the Corporation consultation as to the
company's investor relations activities involving corporate relations and
relationships with various broker/dealers involved in the regulated securities
industry.
AGREEMENT
1. The respective duties and obligations of the contracting
Parties shall be for a period of twelve (12) months commencing
on the date first appearing above. This Agreement may be
terminated by either parties only in accordance with the terms
and conditions set forth in Paragraph 8.
SERVICES PROVIDED BY CONSULTANT
2. Consultant will provide consulting services in connection with
the Corporation's "investor relations" dealings with NASD
broker/dealers and the investing public. (At no time shall the
Consultant provide services which would require Consultant to
be registered and licensed with any federal or state
regulatory body or self-regulating agency.) During the term of
this Agreement, Consultant will provide those services
customarily provided by an investor relations firm to a
Corporation, including but not limited to the following:
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COLUMBIA FINANCIAL GROUP
(a) Aiding the Corporation in developing a marketing plan
directed at informing the investing public as to the
business of the Corporation; and
(b) Providing assistance and expertise in devising an
advertising campaign in conjunction with the
marketing campaign as set forth in (1) above; and
(c) Advise the Corporation and provide assistance in
dealing with institutional investors as it pertains
to the Corporation's offerings of its securities; and
(d) Aid and assist the Corporation in the Corporation's
efforts to secure "market makers" which will trade
the Corporation's stock to the public by providing
such information as may be required; and
(e) Aid and advise the Corporation in establishing a
means of securing nationwide interest in the
Corporation's securities; and
(f) Aid and assist the Corporation in creating an
"institutional site program" to provide ongoing and
continuous information to fund managers; and
(g) Aid and consult with the Corporation in the
preparation and dissemination of press releases and
news announcements; and
(h) Aid and consult with the corporation in the
preparation and dissemination of all "due diligence"
packages requested by and furnished to NASD
registered broker/dealers, the investing public,
and/or other institutional and/or fund managers
requesting such information from the Corporation.
COMPENSATION
3. In consideration for the services provided by Consultant to
the Corporation, the Corporation shall on behalf of the
Consultant caused to be vested, (hereinafter "delivered") at
the signing of this Agreement 25% or one-quarter of the
warrants as set forth below, and the balance of the warrants
will be delivered on or before the beginning of the third
quarter of the Agreement. All such warrants delivered shall
have a term of five years and shall have preferred, "piggy
back" registration rights. The warrants shall be issued at the
following exercise price:
100,000 warrants at $12.00 per share.
100,000 warrants at $15.00 per share.
100,000 warrants at $18.00 per share.
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COLUMBIA FINANCIAL GROUP
COMPLIANCE
4. At the time consultants give notice to the Company or
execution of the Warrants referred to in #3, Compensation
above, common share underlying the warrants, delivered by
Corporation to Consultant will, at that particular time be fee
trading, or if not, the shares shall be incorporated in the
next registration statement filed by the Corporation. The
warrants shall have "piggy back" registration rights and will,
at the expense of the Corporation, be included in said
registration statement in a timely manner.
REPRESENTATION OF CORPORATION
5. (a). The Corporation, upon entering this Agreement, hereby
warrants and guarantees to the Consultant that to the best
knowledge of the Officers and Directors of the Corporation,
all statements, either written or oral, made by the
Corporation to the Consultant are true and accurate, and
contain no misstatements of a material fact. Consultant
acknowledges that estimates of performance made by Corporation
are based upon the best information available to Corporation
officers at the time of said estimates of performance. The
Corporation acknowledges that the information it delivers to
the Consultant will be used by the Consultant in preparing
materials regarding the Company's business, including but not
necessarily limited to, its financial condition, for
dissemination to the public. Therefore, in accordance with
Paragraph 6, below, the Corporation shall hold harmless the
Consultant from any and all errors, omissions, misstatements,
except those made in a negligent or intentionally misleading
manner in connection with all information furnished by
Corporation to Consultant.
(b). Consultant shall agree to release information only with
written or verbal approval of the company.
6.
Corpas Investments, Inc.
1. Authorized: _______ shares
2. Issued: ________ shares
3. Outstanding: _______ shares
4. Free trading (float): ______ shares (approx.)
5. Shares subject to Rule 144 restrictions: _________ shares
(approx.)
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COLUMBIA FINANCIAL GROUP
LIMITED LIABILITY
7. With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall
not be liable to the Corporation, or to anyone who may claim
any right due to any relationship with the Corporation, for
any acts or omissions in the performance of services on the
part of the Consultant, except when said acts or omissions of
the Consultant are due to its willful misconduct or culpable
negligence.
TERMINATION
8. This Agreement may be terminated by either party upon the
giving of not less than thirty (30) days written notice,
delivered to the parties at such address or addresses as set
forth in Paragraph 9, below. In the event this Agreement is
terminated by the Cooperation, compensation paid by
Corporation pursuant to paragraph 3 above, to the Consultant
to the date of termination (or through the end of the month
during which notice of termination is delivered). In the event
this Agreement is terminated by consultant, compensation shall
be reimbursed to Corporation as follows:
The Agreement will be divided into four equal quarters. If termination
occurs within the first quarter or initial ninety (90) days of the Agreement,
the Consultants will have no obligation to return any of the initial
compensation of the contract pursuant to paragraph 3 above. Each and every
subsequent quarter of the Agreement will have an equal amount of compensation.
If termination occurs within any quarter of the Agreement, the Consultants will
return a pro rata amount based on a 90 day quarter.
The valuation of said shares for purposes of repayment of shares, shall
be the bid price of said shares as of the date shares are tendered back to the
Corporation. If there is no bid price, then the price shall be agreed to, by
separate writing to be determined by the parties upon the execution of this
agreement.
NOTICES
9. Notices to be sent pursuant to the terms and conditions of
this Agreement, shall be sent as follows:
Timothy J. Rieu Ross Love
Columbia Financial Group, Inc. Corpas Investments, Inc.
1301 York Road, Ste. 400 171 Pier Avenue, # 352
Lutherville, Maryland 21093 Santa Monica, CA 90405
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COLUMBIA FINANCIAL GROUP
ATTORNEY'S FEES
In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Agreement between the Parties hereto,
the prevailing party in such litigation, arbitration or controversy, shall be
entitled to recover from the other party or parties, all reasonable attorney's
fees, expenses and suit costs, including those associated within the appellate
or post-judgment collections proceedings.
ARBITRATION
10. In connection with any controversy or claim arising out of or
relating to this Agreement, the Parties hereto agree that such
controversy shall be submitted to arbitration, in conformity
with the Federal Arbitration Act (Section 9 U.S. Code Section
901 et seq), and shall be conducted in accordance with the
Rules of the American Arbitration Association. Any judgment
rendered as a result of the arbitration of any dispute herein,
shall upon being rendered by the arbitrators be submitted to a
Court of competent jurisdiction with the State of Maryland, if
initiated by Consultant, or in the State of California if
initiated by the Corporation.
GOVERNING LAW
11. This Agreement shall be construed under and in accordance with
the laws of the State of California, and all parties hereby
consent to California as the proper jurisdiction for said
proceeding provided herein.
PARTIES BOUND
12. This Agreement shall be binding on and inure to the benefit of
the contracting parties and their respective heirs, executors,
administrators, legal representatives, successors, and assigns
when permitted by this Agreement.
LEGAL CONSTRUCTION
13. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal,
or unenforceable in any respect, the invalidity, illegality,
or unenforceability shall not affect any other provision, and
this Agreement shall be construed as if the invalid, illegal,
or unenforceable provision had never been contained in it.
PRIOR AGREEMENTS SUPERSEDED
14. This Agreement constitutes the sole and only Agreement of the
contracting parties and supersedes any prior understandings or
written or oral agreements between the respective parties.
Further, this Agreement may only be modified or changed by
written agreement signed by all the parties hereto.
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COLUMBIA FINANCIAL GROUP
MULTIPLE COPIES OR COUNTERPARTS OF AGREEMENT
15. The original and one or more copies of this Agreement may be
executed by one or more of the parties hereto. In such event,
all of such executed copies shall have the same force and
effect as the executed original, and all of such counterparts
taken together shall have the effect of a fully executed
original. Further, this Agreement may be signed by the parties
and copies hereof delivered to each party by way of facsimile
transmission, and such facsimile copies shall be deemed
original copies for all purposes if original copies of the
parties' signatures are not delivered.
LIABILITY OF MISCELLANEOUS EXPENSES
16. The Corporation shall be responsible to any miscellaneous fees
and costs approved in writing prior by the Corporation or its
agents to commitment that are unrelated to the agreement made
between the Parties.
HEADINGS
17. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope
or intent of this Agreement or effect its provisions.
IN WITNESS WHEREOF, the Parties have set their hands and seal as of the
date written above.
BY: /s/
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Timothy J. Rieu, President
Columbia Financial Group, Inc.
BY: /s/ Ross Love
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Ross Love
Corpas Investments, Inc.
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