STRATEGIC RESOURCES INTERNATIONAL, INC.
1102 Meadowbrook Road. North Merrick, New York 11566
Tel/Fax: (516) 539-0339 skessler@optonline.net
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Financial Public Relations Agreement
This Agreement (this "Agreement") is made as of April 24, 2003 by and among
Steven F. Kessler D/B/A Strategic Resources International, Inc., (hereinafter
referred to as the "Consultants") whose principal place of business is 1102
Meadowbrook Road, North Merrick, New York 11566 and GK Intelligent Systems,
Inc., (hereinafter referred to as the "GK" or the "Company"), whose principal
place of business is located at 2602 Yorktown Place, Houston, Texas 77056.
Whereas, the Company wishes to engage the services of the Consultants to
provide services relating to GK for the period provided in this Agreement and
the Consultants are willing to provide their services to the Company for the
said period under the terms and conditions hereinafter provided.
Now, Therefore, for and in consideration of the payments, the premises and
the mutual promises and covenants herein provided, the parties hereto agree as
follows:
1. Engagement: The Company agrees to and does hereby engage the Consultants and
the Consultants agree to and do hereby accept engagement by the Company
commencing on April 24, 2003 for an initial period of fifty two (52) days and
ending on June 15, 2003; renewable thereafter at terms mutually agreed to by
both the Company and the Consultants.
2. Services:
2.1 The Consultants shall use best efforts to provide public relations
services to GK as deemed appropriate by the Consultants upon consultation
with the Company. It is understood and agreed by both the Consultants and
the Company that all of the efforts of the Consultants pursuant to this
Agreement will be on a "best efforts" basis only and that the Consultants
make no representations or warranties that the share price or trading
volume of the Company's shares will reach any particular level during the
term of this Agreement.
2.2 The Consultants shall render to the Company the services described
below for the benefit of GK, with respect to which the Consultants shall
apply best efforts and devote such time as shall be reasonably necessary to
perform their duties hereunder and advance the interests of GK. The
Consultants shall report to such persons as the Company may designate.
2.3 The services to be rendered by the Consultants under this Agreement
shall under no circumstances include the following:
a. Any activities that could be deemed to constitute the practice of
law or of public accounting; and
b. Any activities that constitute performance or the payment thereof
based on inside information.
2.4 The Consultants agree to provide financial public relations services
and utilize their marketing skills to represent GK via fax, telephone,
e-mail, private client meetings and introduction to prospective
broker-dealers as well as the preparation of promotional materials relating
to GK, including without limitation the following services:
a. Prepare a comprehensive background report on the Company for
dissemination to the financial community;
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b. Review, comment on, and assist in the preparation of newsletters,
descriptive literature, along with other reports to shareholders,
stockbrokers, institutions and analysts as well as the dissemination
of information through major Newswire and Media services;
c. Communicate with its broker network, consisting of retail
stockbrokers, institutions and analysts relating to GK, its business,
prospects and financial condition, including road show presentations,
both domestic and abroad, as well as one-on-on meetings with
institutional fund managers, and strategic partnership candidates, as
deemed viable and appropriate;
d. Present GK and its management to prospective Broker Dealers,
institutional Investors and Investment Banking relationships for the
purpose of attracting recognition within the public markets and
attaining capital through various sources; and,
e. Assist GK in attracting additional market makers.
3. Compensation: In consideration of the services to be provided by
Consultant pursuant to this Agreement, the Company hereby agrees to pay to
Consultant a fee, as follows:
Upon the execution of this agreement, the Company shall deliver to the
Consultants a total of 100,000 shares of GK Intelligent Systems, Inc.
common stock (the "Shares"), valued at $0.15 per share, reflecting the
final price as of the close of trading on April 23, 2003. The issuance of
said shares shall be subject to the filing of a Registration Statements
under the terms and conditions as set forth below in Section 6.
Said shares shall be issued in the name of Steven F. Kessler, the
Consultant.
4. Engagement Period: Upon the mutual consent of both parties to this
Agreement, this Agreement may be extended for an additional period under
terms that are mutually acceptable to both parties.
5. General:
5.1 Compliance. The parties acknowledge and agree that the Company
files reports to meet the requirements of the Securities Exchange Act
of 1934 as amended (the "1934" Act), and that the Securities Act of
1933 (the "1933" Act), the 1934 Act, the rules and regulations
promulgated thereunder and the various state securities laws
(collectively, "Securities Laws") impose significant burdens and
limitations on the dissemination of certain information about GK by GK
and by persons acting for or on behalf of the Company. Each of the
parties agrees to comply with all applicable Securities Laws in
carrying out its obligations under the Agreement; and without limiting
the generality of the foregoing, the Company hereby agrees (i) all
information about GK provided to the Consultant by or on behalf of the
Company which may be disseminated to the public by the Consultant in
providing any public relations or other services pursuant to the
Agreement shall not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements made,
in light of the circumstances in which they were made, not misleading,
(ii) the Company shall promptly notify the Consultant if the Company
becomes aware that the Consultant has publicly made any untrue
statement of a material fact regarding GK or has omitted to state any
material fact necessary to make the public statements made by the
Consultant about the Company in light of the circumstances in which
they were made, not misleading, and (iii) the Company shall promptly
notify the Consultant of any quiet period or blackout period or other
similar period during which public statements by or on behalf of GK
are restricted by any Securities Law. The Consultant hereby agrees
that (a) it shall only provide or disseminate information about GK in
the form and content provided to the Consultant by the Company; and
(2) no other information about GK shall be disseminated by the
Consultant without the prior written consent of the Company. Each
party (an "indemnifying party") hereby agrees, to the full extent
permitted by applicable law, to indemnify and hold harmless the other
party (the "indemnified party") for any damages caused to the
indemnified party by the indemnifying party's breach or violation of
any Securities Law, except to the extent that the indemnifying party's
breach or violation of a Securities Law is caused by the indemnified
party's breach or violation or the Agreement, or any Securities Law.
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5.2 Secrets. The parties hereto recognize that it is fundamental to
the business, technologies and operations of GK, its subsidiaries and
divisions thereof to preserve the specialized knowledge, trade
secrets, and confidential information of the foregoing entities. The
strength and good will of GK is derived from the specialized
knowledge, trade secrets, and confidential information generated from
experience through the activities undertaken by GK, its subsidiaries
and divisions thereof. The disclosure of any of such information and
the knowledge thereof on the part of competitors would be beneficial
to such competitors and detrimental to GK, its subsidiaries and
divisions thereof, as would the disclosure of information about its
technologies, marketing practices, pricing practices, costs, profit
margins, design specifications, analytical techniques, concepts,
ideas, process developments (whether or not patentable), customer and
client agreements, vendor and supplier agreements and similar items.
By reason of performance under this Agreement, the Consultant may have
access to and may obtain specialized knowledge, trade secrets, and
confidential information such as that described herein about the
business and operation of GK, its subsidiaries and divisions thereof.
Therefore, the Consultant hereby agrees that he shall keep secret and
retain in confidence and shall not use, disclose to others, or
publish, other than in connection with the performance of services
hereunder, any information relating to the business, operation or
other affairs of GK, its subsidiaries and divisions thereof, including
but not limited to, confidential information concerning technologies,
marketing practices, pricing practices, costs, profit margins,
products, methods, guidelines, procedures, engineering designs and
standards, design specifications, analytical techniques, technical
information, customer, client, vendor or supplier information,
employee information, or other confidential information acquired by
each of them in the course of providing services for the Company. The
Consultant agrees to hold as the property of GK all notes, memoranda,
books, records, papers, letters, technical information and other data
and all copies thereof and therefrom in any way relating to the
business or operation of GK, its subsidiaries and divisions thereof,
whether made by GK, the Company or the Consultant or as may otherwise
come into the possession of the Consultant. Upon termination of this
Agreement or upon the demand of the Company, at any time, the
Consultant shall deliver the same to the Company within twenty-four
(24) hours, of such termination or demand.
The parties hereto mutually acknowledge and agree that in the
event of any material default under this Section 5.2, the injury to
the Company will be irreparable and damages will be inadequate and
that, in addition to any other remedy provided by law, the Company
shall be entitled to liquidated damages consisting of the 100,000
shares issued as compensation under this Agreement or any proceeds
derived there from.
5.3 Liability of Consultant. In furnishing the Company with services
as herein provided, neither the Consultant nor any agent thereof shall
be liable to the Company or its creditors for, and are by these
presents fully exculpated from liability for, errors of judgment or
for anything except malfeasance, bad faith or gross negligence in the
performance of its duties or reckless disregard of its obligations and
duties under the terms of this Agreement. It is further understood and
agreed that Consultant may rely upon information furnished to it
reasonably believed to be accurate and reliable and that, except as
herein provided, Consultant shall not be accountable for any loss
suffered by the Company by reason of action or non-action on the basis
of any advice, recommendation or approval of the Consultant, its
employees or agents. The parties further acknowledge that the
Consultant takes no responsibility for the accuracy of any statements
to be made by GK contained in press releases or other communications,
including without limitation filings with the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc.
5.4 Disclosure by the Company. The Company agrees to deliver to the
Consultant all reasonably requested information to enable the
Consultant to perform its duties hereunder. The Company fully
acknowledges that the Consultant is relying on such information and
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confirms that all such information shall be true and correct. In the
event that any information is not true and correct, the Company will
indemnify the Consultant and against any and all loss, liability,
cost, damage, and expense and shall continue to be liable for payment
of all compensation to the Consultant herein provided for the entire
term of the engagement.
5.5 Consultant as Independent Contractor. The Consultant shall, in all
respects hereunder be an independent contractor and, except as
expressly provided or authorized in this Agreement, shall have no
authority to act or represent the Company nor shall it be under the
control or direction of the Company.
5.6 Other Activities of the Consultant. The Company recognizes and
acknowledges that the Consultant now renders and may continue to
render consulting services to other companies, which may or may not
have policies and conduct activities similar to those of the Company.
6. Registration Rights:
6.1 "Piggyback" Registration Rights. If at any time during the two
year period following the execution of this Agreement (the
"Registration Rights Period"), the Company shall determine to proceed
with the actual preparation and filing of a registration statement
under the Act in connection with the proposed offer and sale of any of
its securities by it or any of its security holders (other than a
registration statement on Form S-4, S-8 or other limited purpose
form), the Company will give written notice of its determination to
the Consultants. Upon the written request from the Consultants within
15 days after receipt of any such notice from the Company, the Company
will, except as herein provided, cause all the Shares to be included
in such registration statement, to the extent requisite to permit the
sale or other disposition by the prospective seller or sellers of the
Shares to be so registered; provided, further, that nothing herein
shall prevent the Company from, at any time, abandoning or delaying
any registration. If any registration pursuant to this Section 6.1
shall be underwritten in whole or in part, the Company may require
that the Shares requested for inclusion pursuant to this Section 6.1
be included in the underwriting on the same terms and conditions as
the securities otherwise being sold through the underwriters. If in
the good faith judgment of the managing underwriter of such public
offering the inclusion of all of the Shares originally covered by a
request for registration (the "Requested Stock") would reduce the
number of shares to be offered by the Company or interfere with the
successful marketing of the shares of stock offered by the Company,
the number of shares of Requested Stock otherwise to be included in
the underwritten public offering may be reduced pro rata (by number of
shares) among the holders thereof requesting such registration or
excluded in their entirety if so required by the underwriter. To the
extent only a portion of the Requested Stock is included in the
underwritten public offering, those shares of Requested Stock which
are thus excluded from the underwritten public offering shall be
withheld from the market by the holders thereof for a period, not to
exceed 90 days, which the managing underwriter reasonably determines
is necessary in order to effect the underwritten public offering.
The obligation of the Company under this Section 6.1 shall not apply
to any of the Shares that at such time are eligible for immediate
resale pursuant to Rule 144(k) under the Act. The Company shall pay
the expenses described in Section 6.2 for the registration statement
filed pursuant to this Section 6.1, except for underwriting discounts
and commissions and legal fees of the Requesting Holders, which shall
be borne by the Requesting Holders.
6.2 Registration Procedures. The Company will:
a. Prepare and file with the SEC a registration statement with
respect to such securities, and use its best efforts to cause
such registration statement to become and remain effective for a
period not to exceed ninety (90) days from the time when such
registration statement has become effective;
b. Prepare and file with the SEC such amendments to such
registration statement and supplements to the prospectus
contained therein as may be necessary to keep such registration
statement effective for a period of not to exceed ninety (90)
days months from the time when such registration statement has
become effective;
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c. Furnish to the holders participating in such registration and
to the underwriters of the securities being registered such
reasonable number of copies of the registration statement,
preliminary prospectus, final prospectus and such other documents
as such underwriters may reasonably request in order to
facilitate the public offering of such securities;
d. Use its best efforts to register or qualify the securities
covered by such registration statement under such state
securities or blue sky laws of such jurisdictions as the holders
may reasonably request in writing within 20 days following the
original filing of such registration statement, except that the
Company shall not for any purpose be required to execute a
general consent to service of process or to qualify to do
business as a foreign corporation in any jurisdiction wherein it
is not so qualified;
e. Notify the holders, promptly after it shall receive notice
thereof, of the time when such registration statement has become
effective or a supplement to any prospectus forming a part of
such registration statement has been filed;
f. Notify the holders promptly of any request by the SEC for the
amending or supplementing of such registration statement or
prospectus or for additional information;
g. Prepare and file with the SEC, promptly upon the request of
any holders, any amendments or supplements to such registration
statement or prospectus which, in the opinion of counsel for such
holders (and concurred in by counsel for the Company), is
required under the Act or the rules and regulations thereunder in
connection with the distribution of Common Stock by such holders;
h. Prepare and promptly file with the SEC and promptly notify
such holders of the filing of such amendment or supplement to
such registration statement or prospectus as may be necessary to
correct any statements or omissions if, at the time when a
prospectus relating to such securities is required to be
delivered under the Act, any event shall have occurred as the
result of which any such prospectus or any other prospectus as
then in effect would include an untrue statement of a material
fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances in which
they were made, not misleading; and
i. Advise the holders, promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by
the SEC suspending the effectiveness of such registration
statement or the initiation or threatening of any proceeding for
that purpose and promptly use its best efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such
stop order should be issued.
6.3 Expenses.
a. With respect to any registration pursuant to Sections 6.1
hereof, all fees, costs and expenses of and incidental to such
registration, inclusion and public offering (as specified in
paragraph 6.3 (b) below) in connection therewith shall be borne
by the Company, provided, however, that the holders shall bear
their pro rata share of the underwriting discount and commissions
and transfer taxes.
b. The fees, costs and expenses of registration to be borne by
the Company as provided in paragraph 6.3 (a) above shall include,
without limitation, all registration, filing, and NASD fees,
printing expenses, fees and disbursements of counsel and
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accountants for the Company, and all legal fees and disbursements
and other expenses of complying with state securities or blue sky
laws of any jurisdictions in which the securities to be offered
are to be registered and qualified (except as provided in 6.3 (a)
above). Fees and disbursements of counsel and accountants for the
holders and any other expenses incurred by the holders not
expressly included above shall be borne by the holders.
6.4 Indemnification.
a. The Company will indemnify and hold harmless each holder of
the Shares which are included in a registration statement
pursuant to the provisions of Section 6.1 hereof, its directors
and officers, and any underwriter (as defined in the Act) for
such holder and each person, if any, who controls such holder or
such underwriter within the meaning of the Act, from and against,
and will reimburse such holder and each such underwriter and
controlling person with respect to, any and all loss, damage,
liability, cost and expense to which such holder or any such
underwriter or controlling person may become subject under the
Act or otherwise, insofar as such losses, damages, liabilities,
costs or expenses are caused by any untrue statement or alleged
untrue statement of any material fact contained in such
registration statement, any prospectus contained therein or any
amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they
were made, not misleading; provided, however, that the Company
will not be liable in any such case to the extent that any such
loss, damage, liability, cost or expenses arises out of or is
based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with
information furnished by such holder, such underwriter or such
controlling person in writing specifically for use in the
preparation thereof.
b. Each holder of the Shares included in a registration pursuant
to the provisions of Section 6.1 hereof will indemnify and hold
harmless the Company, its directors and officers, any controlling
person and any underwriter from and against, and will reimburse
the Company, its directors and officers, any controlling person
and any underwriter with respect to, any and all loss, damage,
liability, cost or expense to which the Company or any
controlling person and/or any underwriter may become subject
under the Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue statement
or alleged untrue statement of any material fact contained in
such registration statement, any prospectus contained therein or
any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they
were made, not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in reliance
upon and in strict conformity with written information furnished
by or on behalf of such holder specifically for use in the
preparation thereof.
c. Promptly after receipt by an indemnified party pursuant to the
provisions of paragraph (a) or (b) of this Section 6.4 of notice
of the commencement of any action involving the subject matter of
the foregoing indemnity provisions such indemnified party will,
if a claim thereof is to be made against the indemnifying party
pursuant to the provisions of said paragraph (a) or (b), promptly
notify the indemnifying party of the commencement thereof; but
the omission to so notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party
otherwise than hereunder. In case such action is brought against
any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party shall have the
right to participate in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to
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assume the defense thereof, with counsel satisfactory to such
indemnified party, provided, however, if counsel for the
indemnifying party concludes that a single counsel cannot under
applicable legal and ethical considerations, represent both the
indemnifying party and the indemnified party, the indemnified
party or parties have the right to select separate counsel to
participate in the defense of such action on behalf of such
indemnified party or parties. After notice from the indemnifying
party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to
such indemnified party pursuant to the provisions of said
paragraph (a) or (b) for any legal or other expense subsequently
incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation, unless (i)
the indemnified party shall have employed counsel in accordance
with the provisions of the preceding sentence, (ii) the
indemnifying party shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party
within a reasonable time after the notice of the commencement of
the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of
the indemnifying party.
7. Miscellaneous:
7.1 Notices. All notices permitted to be given hereunder shall be
delivered by hand, e-mail, facsimile (fax), certified mail, return
receipt requested or recognized courier service to the party to whom
such notice is required or permitted to be given hereunder. Any notice
delivered, in the manner herein provided, to any address designated
for such delivery by such receiving party, notwithstanding the refusal
of such party or other person to accept such delivery, shall be deemed
effectively given. Either party may change the address to which notice
to it is to be addressed, by notice as provided herein. The fax and
telephone number, street and suite number, and city, state and zip
code addresses of the parties for the purposes of notice hereunder are
set forth herein:
Strategic Resources International, Inc.
1102 Meadowbrook Road
North Merrick, New York 11566
Telephone/Fax: (516) 539-0339
GK Intelligent Systems, Inc.
2602 Yorktown Place
Houston, Texas 770576
Telephone/Fax: (713) 840-7722
7.2 Applicable Law and Arbitration. This Agreement shall be
interpreted and enforced in accordance with the laws of Texas. Any
controversy, claim or dispute arising out of or related to this
Agreement shall be settled by arbitration under the auspices of, and
in accordance with the rules then obtaining, of the American
Arbitration Association in the City of Houston.
7.3 Interpretation. Whenever possible, each section of this Agreement
shall be interpreted, in such manner as to be effective and valid
under applicable law, but if any section is unenforceable or invalid
under such law, such section shall be ineffective only to the extent
of such unenforceability or invalidity, and the remainder of such
section and the balance of this Agreement shall in such event continue
to be binding and in full force and effect.
7.4 Further Assurances. At any time, and from time to time, after the
effective date, each party will execute such additional instruments
and take such action as may be reasonably requested by the other party
to carry out the intent and purposes of this Agreement.
7.5 Waiver. Any failure on the part of any party hereto to comply with
any of its obligations, agreements or conditions hereunder may be
waived in writing by the party to whom such compliance is owed. Any
failure of the other party hereto to object to such noncompliance,
except by way of a specific waiver thereof in writing, shall not be
deemed a waiver hereunder. An effective waiver of any single act or
instance of noncompliance shall not be deemed a waiver of, or to be in
any way applicable to, any other or different act or instance of
noncompliance.
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7.6 Entire Agreement and Modification. This Agreement is the entire
agreement of the parties covering everything agreed upon or understood
in the transactions provided herein. There are no oral promises,
conditions, representations, understandings, interpretations or terms
of any kind as conditions or inducements to the execution hereof. This
Agreement may not be changed, modified, altered or amended absent a
writing specifically setting forth the same duly executed by all
parties hereto.
7.7 Specific Performance. The parties hereto mutually acknowledge and
agree that in the event of any material default by either party under
this Agreement, the injury to the aggrieved party will be irreparable
and damages will be inadequate and that, in addition to any other
remedy provided by law, the aggrieved party shall, at its option, be
entitled either to specific performance of the Agreement, or to
cancellation thereof.
7.8 Survival of Agreements. Unless otherwise expressly provided
herein, the representations, warranties, covenants, indemnities and
other agreements set forth herein shall be deemed to be continuing and
shall survive the expiration of the Engagement Period and shall
likewise survive termination of this Agreement and remain in full
force end effect regardless of the cause of such termination and shall
likewise survive termination of this Agreement and remain in full
force and effect regardless of the cause of such termination.
7.9 Headings. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
7.10 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same
instrument.
7.11 Binding Effect. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective
heirs, administrators, executors, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed by their proper corporate officers, thereunto duly authorized, as of
this the twenty-fourth day of April 2003,
GK INTELLIGENT SYSTEMS, INC.
Dated: 4/24/03 /S/ Gary F. Kimmons
-------------------------------
By: Gary F. Kimmons
Its: President and CEO
STRATEGIC RESOURCES
INTERNATIONAL, INC.
Dated: 4/24/03 /S/ Steve F. Kessler
-------------------------------
By: Steve F. Kessler
Its: President
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