Exhibit 10.15
INVESTOR RELATIONS CONSULTING CONTRACT
This Agreement is made and entered into as of the 1st day of September,
1998 between Gestion Bersoti TBF LTEE (the "Consultant") and ARXA International
Energy, Inc. (the "Company").
In consideration of the mutual promises made herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Company hereby engages the Consultant on a nonexclusive basis for
the term specified in Paragraph 2 hereof to render consulting advice to the
Company as a public relations specialist relating to corporate and similar
matters upon the terms and considerations set forth herein. During the
term of this Agreement, the Consultant and the Company intend to evaluate
the possibilities for additional engagements that may be embodied in one or
more separate written agreements.
2. Except as otherwise specified herein, this Agreement shall be
effective for six (6) months from the date hereof, until it is
terminated by either party upon thirty (30) days written notice
received by either the Consultant or the Company.
3. During the term of this Agreement, the Consultant shall provide the
Company with such regular and customary consulting advice as is
reasonably requested by the Company, provided that the Consultant
shall not be required to undertake duties not reasonable within the
scope of the consulting services contemplated by this Agreement. It is
understood and acknowledged by the parties that the value of the
Consultant's advice is not readily quantifiable, and that the
Consultant shall be obligated to render advice upon the request of the
Company, in good faith and on a best efforts basis, but shall not be
obligated to spend any specific amount of time in so doing. The
Consultant's duties may include, but will not necessarily be limited
to, providing recommendations to the Company concerning the following
matters:
A. Assist the Company in public relations matters generally.
B. Rendering advice and assistance to the Company generally in
connection with the preparation of public announcements.
C. Assisting the Company in promotion of the company.
D. Assisting the Company in public relations with stockholders,
brokers, and investors.
4. In consideration for the services rendered by the Consultant to the
Company pursuant to this Agreement, the Company shall compensate the
Consultant as follows:
(a) Effective upon the execution of this Agreement, the Company will
issue to the Consultant 300,000 common shares (free trading) of
the Company.
(b) Effective upon the execution of this Agreement, the Company
grants to the Consultant, an option to purchase 300,000 common
shares of the Company at the price of $.05 per share. This
option must be exercised within one year.
(c) The Company agrees to include any shares under option received by
the Consultant hereunder in its next succeeding registration
statement at the Company's sole cost and expense.
5. The Company recognizes and confirms that, in advising the Company and
fulfilling its engagement hereunder, the Consultant will use and rely
on data, material and other information furnished to the Consultant by
the Company. The Company acknowledges and agrees that in performing
its services under this engagement, the Consultant may rely upon the
data, material and other information supplied by the Company without
independently verifying the accuracy, completeness or veracity of
same. Accordingly, the Company expressly agrees that all data,
material and other information furnished to the Consultant by the
Company shall not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstance
under which they were made, not misleading.
6. The Consultant shall perform its services hereunder as an independent
contractor and not as an employee of the Company or an affiliate
thereof. It is expressly understood and agreed to by the parties
hereto that the Consultant shall have no authority to act for,
represent or bind the Company or any affiliate thereof in any manner,
except as may be agreed to expressly by the Company in writing from
time to time.
7. (a) This Agreement constitutes the entire Agreement and understanding
of the parties hereto, and supersedes any and all previous agreements
and understandings, whether oral or written, between the parties with
respect to the matters set forth herein.
(b) All notices, requests, demands and other communications required
or permitted to be given hereunder shall be in writing and shall
be deemed to have been duly given when personally delivered, sent
by registered or certified mail, return receipt request, postage
prepaid, or by private overnight mail service (e.g. Federal
Express) to the party at the address set forth below or to such
other address as either party may hereafter give notice of in
accordance with the provisions hereof:
If to the Company: ARXA International Energy, Inc
530 Wells Fargo Drive, Suite 310
Houston, Texas 77090
If to the Consultant: Gestion Bersoti TBF LTEE
5720 Gavendish Boulevard, Suite 1005
Cote Saint Luc, Quebec
Canada H4W 1S9
(c) This Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors, legal
representatives and assigns.
(d) This Agreement may be executed in any number of counterparts,
each of which together shall constitute one and the same original
documents.
(e) No provision of this Agreement may be amended, modified or
waived, except in writing signed by all of the parties hereto.
If the foregoing correctly sets forth the understanding between the
Consultant and the Company with respect to the foregoing, please so indicate
your agreement by signing in the place provided, at which time this letter shall
become a binding contract.
The parties agree that the present Agreement be drawn up in the English
Language. Les parties declarent qu'ils ont exige que le present entete soit
ecrit dans la langue anglaise.
Accepted and agreed:
ARXA International Energy, Inc Gestion Bersoti TBF LTEE
By: /s/ L. Craig Ford By: /s/ Cynthia Gardner
---------------------------- --------------------------------
L. Craig Ford Cynthia Gardner