EXHIBIT 10.0
FINANCIAL PUBLIC RELATIONS
CONSULTING AGREEMENT
THIS (the "Agreement"), made this 2nd day of June, 2006, by and between
Icon International Holdings, Inc. a Florida corporation, located at 20533
Biscayne Blvd. #209, Aventura, Florida 33180 (herein referred to as the
"Company") and Euro-Bentley Capital, Inc. a corporation, located at 3003-C8
Yamato Road, Boca Raton, Florida 33434 (hereinafter referred to as "Consultant")
engaged in providing financial public relations services.
WITNESSETH:
WHEREAS, the Company requires financial public relations services and
desires to engage the Consultant to provide such services as an independent
contractor consultant; and
WHEREAS, the Consultant is desirous of providing such services to the
Company as further delineated and on the terms and conditions set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by each of the parties hereto, the parties
hereto, intending to be legally bound, agree as follows:
1. Appointment. The Company hereby appoints the Consultant as its
financial public relations advisor and consultant on an independent contractor
and non-exclusive basis and hereby retains and engages the Consultant on the
terms and conditions set forth in this Agreement. Consultant accepts such
appointment and agrees to perform the services upon the terms and conditions of
this Agreement.
2. Term. The term of this Agreement shall begin on the date first set
forth above and shall terminate on the two (2) year anniversary date thereof
(the "Term"), unless earlier terminated as provided for in Paragraph 10 hereof.
3. Services.
a.) The Consultant shall, generally, on a non-exclusive basis, as
financial public relations advisor and consultant act as and when requested by
the Company: (1) as liaison between the Company and the Consultant's database of
stockbrokers; (2) as liaison between the Company and the Company's shareholders;
(3) as an advisor to the Company with respect to existing and potential market
makers, broker-dealers, and investors as well as a liaison between the Company
and such persons; and (3) as advisor to the Company with respect to
communications and information dissemination (e.g., interviews, press releases,
financial media, etc.) as well as planning, designing, developing, organizing,
writing and distributing such communications and information, with the exception
of due diligence packages which, in the instance of the desired distribution
thereof to prospective investors, shall be effected by the Company.
b.) In consultation with and as approved by the Company, the
Consultant shall seek to make the Company, its management, its products and/or
services, and its financial situation and prospects, known to the financial
press, publications and TV financial news programs, financial talk shows,
broker-dealers, institutional investors, market makers, investment advisors, and
other members of the financial community as well as the Internet financial media
and the public generally.
c.) Over the Term hereof, the Consultant will contact its list of
financial professionals, e-mailings may be sent (opt-in lists) and other various
methods of information dissemination will be made that call attention to the
corporate information, news releases and other developments that are deemed to
be newsworthy.
4. Limitations on Services. The parties recognize that certain
responsibilities and obligations are imposed by federal and state securities
laws and by the applicable rules and regulations of stock exchanges, the
National Association of Securities Dealers, Inc. in-house "due diligence" or
"compliance" departments of stock brokerage firms, etc. Accordingly, the
Consultant agrees that:
a). The Consultant shall not release any financial or other
information or data about the Company without the express prior consent and
approval of the Company and its counsel, which consent and approval shall be
evidenced by the signature of the Company's President or Chief Executive Officer
on such proposed release;
b). The Consultant shall not conduct any meetings with any
prospective financial investors without the express prior consent and approval
of the Company of the proposed meeting and the format or agenda of such meeting,
in which case, if approved, the Company may elect to have a representative
attend such meeting;
c). The Consultant shall not release any information or data about
the Company to any selected or limited person(s), entity, or group if the
Consultant is aware that such information or data has not been previously
generally released or promulgated; and
d). After notice by the Company of filing for a proposed public
offering of securities of the Company, and during any period of restriction on
publicity, the Consultant shall not engage in any public relations efforts
without the prior approval of counsel for the Company and of counsel for the
underwriter(s), if any.
e). The Consultant and the Company hereby agree, attest and
acknowledge that they will not be a party to non-disclosed payments to
stockbrokers or others to induce the sale of the Company's securities to
investors.
5. Duties of the Company. During the Term:
a). As the Company deems appropriate, the Company shall supply the
Consultant, on a regular and timely basis with all Company approved data and
information about the Company, its management, its products and/or services and
its operations and the Company shall use reasonable efforts to advise the
Consultant of any facts which would affect the accuracy of any prior data and
information previously supplied to the Consultant so that the Consultant may
take corrective action.
b). The Company shall promptly supply the Consultant with full and
complete copies of all filings with all federal and state securities agencies;
with full and complete copies of all shareholder reports and communications
whether or not prepared with the Consultant's assistance; and as the Company
deems appropriate with all data and information supplied to any analyst,
broker-dealer, market maker, or other member of the financial community; and as
the Company deems appropriate, with all product/services brochures, sales
materials, etc. (i.e. due diligence material), as/if information is/may be
needed.
c). The Company shall promptly notify the Consultant of the filing
of any registration statement for the sale of securities and/or of any other
event(s), which requires any restrictions on publicity. The Company shall
contemporaneously notify the Consultant if any information or data being
supplied by the Company to the Consultant has not been generally publicly
released, in which case the Consultant agrees to hold any and all of such
information on a confidential basis and not disclose same to anyone without the
Company's prior written approval, unless, subsequent to such information or data
being provided to the Consultant, the Company has itself publicly disclosed such
information.
d). The Company shall provide the Consultant a current list of
shareholders at the end of each quarter.
6. Representations and Indemnification.
a). The Company shall be deemed to make a representation of the
accuracy of any and all material facts, material, information, and data which it
supplies to the Consultant as of the date it supplies such information and data
to the Consultant and the Company acknowledges its awareness that the Consultant
will rely on such representation in disseminating such information and otherwise
performing its financial public relations functions hereunder. Notwithstanding
the foregoing, the Consultant shall have the obligation to receive confirmation
in writing from the Company of the accuracy of any information provided by the
Company immediately prior to its dissemination.
b). The Consultant will regularly consult with the Company in order
to ensure that it has current materially accurate information pertaining to the
Company. The Consultant will not use, disclose, sell, publish or otherwise make
available any information pertaining to the Company in any manner or to any
person for any purpose other than as expressly provided for herein and will
comply in all respects with all applicable federal and state securities laws,
rules and regulations in performing its duties hereunder, including but not
limited to making appropriate public disclosures concerning its compensation
hereunder and concerning its acquisition, if at all, of shares of the Company's
common stock in open market transactions, or otherwise.
c). The Consultant represents and warrants to the Company, which
shall be a continuing representation as to shares of the Company's restricted
stock to be acquired by the Consultant pursuant hereto that: (1) the Consultant
is an accredited investor, as such term is defined under the Securities Act of
1933, as amended (the "Securities Act") and/or other otherwise has such
knowledge and experience in financial, business and investment matters that the
Consultant considers itself a sophisticated investor capable of understanding
the risks involved concerning the Company and the shares of the Company's common
stock it is and will be acquiring pursuant hereto; (2) such shares are
restricted securities within the meaning of the Securities Act and accordingly,
cannot be sold or otherwise transferred by the Consultant absent registration
under the Securities Act, which the Company has no obligation to so effect, or
an exemption therefrom; and (3) that the shares are being acquired by the
Consultant with investment intent and not with a view toward the distribution
thereof.
d). The Company hereby agrees to indemnify the Consultant, its
officers, directors, employees and agents (collectively, the "Consultant
Indemnities") from and against, and to hold each of the Consultant Indemnities
harmless from, any claims, demands, suits, loss, damages (including reasonable
attorney's fees and costs) relating to any materially inaccurate information it
supplied to the Consultant if it was materially inaccurate at the time it was
supplied, provided such information was used by the Consultant in accordance
with the express terms hereof.
e). The Consultant will indemnify the Company, its officers,
directors, employees and agents (collectively, the "Company Indemnities") from
and against, and hold each of the Company Indemnities harmless from, any claims,
demands, suits, loss, damages (including reasonable attorney's fees and costs)
arising out of or relating to any breach by the Consultant of its obligations
hereunder or as a result of its negligence or misconduct in disseminating
information regarding the Company or otherwise in its provision of services to
the Company.
7. Compensation; Fees and Expenses. In consideration for the services
to be provided by the Consultant pursuant to the terms and conditions hereof,
the Consultant shall be paid by the Company during the Term, unless earlier
terminated as provided for herein, a fee of 1,155,000 shares of the Company's
restricted common stock issued as of the date hereof (the receipt of which such
payment is hereby acknowledged by the Consultant). The Consultant shall not
incur any fees or expenses for or on behalf of the Company unless pre-approved
by the Company.
8. Billing and Payment. Billings and payments for any additional or
special services not enumerated herein shall be provided or otherwise paid in
such manner as may be subsequently agreed to by the parties hereto.
9. Relationship of Parties. The Consultant is a corporation,
responsible for compensation of its agents, employees and representatives, as
well as all applicable withholding therefrom and taxes thereon (including but no
limited to unemployment compensation and all workmen's compensation insurance).
This Agreement does not establish any partnership, joint venture, or other
business entity or association between the parties and neither party is intended
to have any interest in the business or property of the other (other than, in
the case of the Consultant, becoming a shareholder in the Company).
10. Termination Prior to Expiration of Term. This Agreement may be
terminated by prior to the expiration of the Term upon the mutual consent in
writing of the Company and the Consultant. In such event, the Company shall be
responsible for all costs and expenses pre-approved by the Company and incurred
by the Consultant through the termination date. Notwithstanding the foregoing,
this Agreement shall be subject to termination by the Company prior to
expiration of the Term for misrepresentation, malfeasance or non-performance by
the Consultant.
11. Attorneys' Fees and Costs. The prevailing party in any action
and/or proceeding arising out of or relating to this Agreement shall be entitled
to recover from the other party all reasonable attorneys' fees and costs
incurred.
12. Waiver of Breach. The waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by the other party.
13. Assignment. This Agreement and the rights and obligations hereunder
may not be assigned by either party hereto without the prior express written
consent of the other party hereto. Notwithstanding the foregoing, it is
expressly understood and agreed that the Consultant may retain the services of
third parties to research, conduct due diligence and write research and related
reports about the Company which may be utilized by the Consultant in performing
its obligations hereunder. It is understood and agreed that the Company shall
have no obligation to pay any additional compensation other than as provided in
this Agreement for services provided by any third party retained by the
Consultant hereunder. The rights and obligations of the parties under this
Agreement shall inure to the benefit of, and shall be binding upon, the
successors and permitted assigns of the parties hereto.
14. Notices. Any notice required or permitted to be given under this
Agreement or pursuant hereto shall be in writing and shall be deemed given and
shall be effective upon receipt if delivered by hand, or sent by certified or
registered U.S. mail, postage prepaid and return receipt requested, or by
prepaid overnight express service or via telecopier (upon receipt by the sender
of a printed confirmation of such transmission). Notices shall be sent to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice; provided that such notice shall be effective
only upon receipt thereof):
If to Company: Icon International Holdings, Inc.
20533 Biscayne Blvd. #209
Aventura, Florida 33180
Attention: Alan Brooks, President
Telecopy No. (305-705-1428)
If to Consultant: Euro-Bentley Capital, Inc.
3003-C8 Yamato Road
Boca Raton, Florida 33434
Attention: Norman Olshansky
Telecopy No. (561-637-6838)
15. Entire Agreement: Titles and Headings; Execution in Counterparts.
This Agreement contains the entire agreement of the parties hereto and may be
modified or changed only by an agreement in writing, signed by the party against
whom enforcement of any modification or change is sought. If any provision of
this Agreement is declared void, such provision shall be deemed severed by this
Agreement, which shall otherwise remain in full force and effect. Titles and
headings to paragraphs are for convenience of reference only and are not
intended to affect the meaning or interpretation of this Agreement. This
Agreement may be executed in counterparts and via Telecopier.
16. Governing Law, Jurisdiction, Venue. This Agreement shall be
governed by and construed solely in accordance with the laws of the State of
Florida, without giving effect to conflict of law principles. Jurisdiction and
venue for any action and/or proceeding relating to or arising out of this
Agreement shall be solely in the federal and/or state courts located in Palm
Beach County, Florida. Each of the parties hereto waives trail by jury.
17. Interpretation; Rule of Construction That Ambiguities are to
Construed Against the Drafter Not Applicable. This parties to this Agreement
acknowledge that they have each carefully read and reviewed this Agreement with
their respective counsel, and therefore, agree that the rule of construction
that ambiguities shall be construed against the drafter shall not be applicable.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have executed this Agreement as of the date first set forth above.
Consultant: Company:
Euro-Bentley Capital, Inc. Icon International Holdings, Inc.
By: /s/ Paul Cugno By: /s/ Alan Brooks
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Paul Cugno, President Alan Brooks, President