EXHIBIT 10.7
INVESTMENT MARKETING AGREEMENT
This Investment Marketing Service Agreement (the "Agreement") is entered this
26th day of October, 2000 by and between BreakOut Investment Marketing ("BOIM")
an Arizona Limited Liability Corporation and Atlas Mining (OTCBB: ALMI)
("Client") a Idaho Corporation.
RECITALS
A. The Client desires to be assured of the association and services of
BOIM in order to avail itself of BOIM's experience, skills, knowledge
and background to facilitate strategic planning, corporate imaging and
to assist the Client in business and/or financial matters and is
therefore willing to engage BOIM upon the terms and conditions set
forth herein.
B. BOIM agrees to be engaged and retained by the Client and upon the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. ENGAGEMENT. Client hereby engages BOIM on a non-exclusive basis, and
BOIM hereby accepts the engagement to become a consultant to Client and
to render such advice, consultation, information and services to the
Directors and/or Officers of the Client regarding general business
matters including but not limited to:
A. Monitoring and increasing exposure on message boards
B. Periodic reporting as to developments concerning the general financial
markets and public securities markets and industry which may be
relevant or of interest or concern to the Client or the Client's
business
It shall be expressly understood that BOIM shall have no power to bind Client to
any contract or obligation or to transact any business in Client's name or on
behalf of Client in any manner.
5. TERM. The term ("Term") of this Agreement shall commence on the date
hereof and continue for twelve (12) months. The Agreement may extend
upon agreement by both parties, unless or until the Agreement is
terminated. Either party may cancel this Agreement upon five (5) days
written notice in the event either party violates any material
provisions of this Agreement and fails to cure such violations within
five (5) days of written notification of such violation from the other
party. Such cancellation shall not excuse the breach or non-performance
by the other party or relieve the breaching party of its obligation
incurred prior to the date of cancellation.
3. COMPENSATION AND FEES. As consideration for BOIM entering into this
Agreement, Client and BOIM shall agree to the following:
6. The Engagement Fee ("Engagement Fee") may be satisfied by issuing
certificates representing an aggregate of 420,000 shares of restricted
common stock (the "Shares"). The shares, when issued to BOIM, will be
duly authorized, validly issued and outstanding, fully paid and
nonassessable and will not be subject to any liens, encumbrances and
cannot be cancelled. Shares have piggyback rights on the next
registration.
4. EXCLUSIVITY; PERFORMANCE; CONFIDENTIALITY. The service of BOIM
hereunder shall not be exclusive, and BOIM and its agents may perform
similar or different services for other persons or entities whether or
not they are competitors of Client. BOIM shall be required to expend
only such time as is necessary to service Client in a commercially
reasonable manner. BOIM acknowledges and agrees that confidential and
valuable information proprietary to Client and obtained during its
engagement by the Client, shall not be, directly or indirectly,
disclosed without the prior express written consent of the Client,
unless such information is otherwise known to the public generally or
is otherwise secret and confidential.
7. INDEPENDENT CONTRACTOR. In its performance hereunder, BOIM and its
agents shall be an independent contractor. Consultant shall complete
the services required hereunder according to his own means and methods
of work, shall be in the exclusive charge and control of BOIM and which
shall not be subject to the control or supervision of Client, except as
to the results of the work. Client acknowledges that nothing in this
Agreement shall be construed to require BOIM to provide services to
Client at any specific time, or in any specific manner. Payments to
BOIM hereunder shall not be subject to withholding taxes or other
employment taxes as required with respect to compensation paid to an
employee.
8. MISCELLANEOUS. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any provision and no
waiver shall constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waver. No
supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by both parties. This Agreement
constitutes the entire agreement between the parties and supersedes any
prior agreement or negotiations. There are no third party beneficiaries
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
on the date first written above.
Client:
Atlas Mining Company, Inc.
Signature: /s/ William Jacobson
President
Company:
BreakOut Investment Marketing