EXHIBIT 10.24
SUPPLEMENTAL SOLICIATION MATERIALS
In conjunction with the BioQuest offering, attached are materials
BioQuest proposes to use to get prospective investors to its IPO website
(www.bioquestipo.com) once its Registration Statement is declared effective. In
conjunction with these materials, please note:
(1) See the attached DPO Marketing/Advertising-Plan of Distribution Memorandum
and associated Exhibits A-E, including the CD-ROM Exhibit F flash
presentation, prepared by Mr. Pete Ewens, Chairman of BioQuest.
(2) Recognizing the pertinent Section 5, Rule 134 sale harbor and pertinent SEC
releases (including the analytical litmus test of comparing electronic
communications to paper), we believe these materials fully comport with
both the letter and spirit of such authority.
(3) Recognizing as well the staff's concerns that an Internet-driven,
self-underwritten Dutch Auction is subject to appropriate investor
protections, we have sought to cohesively present BioQuest's contemplated
solicitation materials.
* Please note that the only change to the Solicitation Materials from P.E.
No. 6 is Exhibit E, the Press Release.
BioQuest International, Inc.
Direct Public Offering
Marketing/Advertising/Plan of Distribution Overview
---------------------------------------------------
The technology BioQuest has licensed will facilitate the registration of
potential investors, review of the prospectus and the bidding process of our
Direct Public Offering (DPO) and is therefore, an extremely important element in
contributing to the achievement of a successful offering. However, in order for
that technology to become effective, we must begin by driving potential
investors to our website, www.bioquestipo.com. We have constructed a carefully
planned series of comprehensive online marketing/advertising strategies created
to insure that we will attract an adequate number of potential investors to the
site, which in turn will give us the requisite number of investors to achieve a
successful offering.
We have made certain initial assumptions in calculating the process ratios,
after a careful study and evaluation of similar online strategies employed
within the same or like venues. We have also done extensive research to identify
our target market/audience through demographic/psychographic profiling. As a
result, we have devised a highly specific market segmentation within which we
will concentrate our primary testing and evaluation of advertising strategies.
Once we have been declared effective, we will begin preliminary market testing,
using a variety of media tactics and messages in order to ascertain the
effectiveness of each, within the various websites we have selected to advertise
on. We will test, track, analyze and optimize to achieve the most efficient and
effective use of our marketing dollars.
The investor public, in the process of being invited to view our prospectuss and
to bid on shares of our stock, will see a variety of messages which will induce
them to visit our site, www.bioquestipo.com. These general areas are:
o Banner Ads.
-----------
Banner ads will be placed on hundreds of sites within the market segments
we have identified. They include the following categories:
>> Finance/Investor
>> Active/Day Trader
>> Health/Alternative Health
>> Social/Cultural Activist
>> Auction Activist
>> Medical Doctor/Practitioner
Copies of the banner ads we have designed and produced is provided in
Exhibit A, or by viewing at: http://www.edezigns.net/testing/display.html.
(Note: relative to the July 10, 2001 submission, ONLY banners 1, 4, 7, 10,
11, 12 and 13 will be used).
o Email Messages.
---------------
Email campaigns will be sent to highly targeted lists of potential
investors that match our demographic profile. These lists will be
purchased/rented from various sites and companies.
10.24-2
Email copy or messages will be tailored to each individual group of
potential investors according to their perceived interests. Representative
copy/text for Email is provided in Exhibit B.
o BatOutOfHealth.com
-------------------
Our website, batoutofhealth.com will, upon our being declared effective, be
accessible to potential investors, as well as non-investors, who will
become members of the BioQuest community, and will want to register on this
site to do so. Potential investors may come to the batoutofhealth.com site
first, where they will have an opportunity to link directly to the
bioquestipo.com website for the purposes of registering, reviewing the
prospectus and bidding on shares of common stock in the company.
We invite you to view the site in development at:
http://alpha.ccgenesis.net/bqi/app/cda/bqi_cda.php. Exhibit C is the single
page styled DPO Opportunity, the only page on BioQuest's business website
that relates to the offering of securities.
o Print Ad.
---------
Currently we have only one (1) print ad committed for insertion and
publication. A copy of that ad is contained in Exhibit D. This ad was
placed in Alternative Medicine and appears in the September 2001 issue of
the magazine.
o Press Release.
--------------
Attached is proposed press release which will be sent out upon BioQuest's
being declared effective. Those draft releases are contained in Exhibit E.
o www.bioquestipo.com.
--------------------
All content for this site has been submitted with Pre-Effective Amendments
Numbers 1-5 to the SEC as a part of the prospectus.
We therefore believe that everything contained within our DPO marketing campaign
that a prospective investor will see, both online and offline, comports to Rule
134.
10.24-3
EXHIBIT A
====================
>>Click Here<<
====================
Alternative Medicine
====================
Bid On
IPO Shares
====================
BioQuestIPO.com
====================
Banner 1 View 1
10.24-4
====================
>>Click Here<<
====================
Alternative Medicine
====================
Bid On
IPO Shares
NOW!
====================
BioQuestIPO.com
====================
Banner 1 View 2
10.24-5
================================
BioQuestIPO.com
Would You Like
To Invest In the
BioQuest
On-Line IPO?
================================
Click Here For More Information
================================
Banner 2 View 1
10.24-6
================================
BioQuestIPO.com
Would You Like
To Invest In the
BioQuest
On-Line IPO?
================================
Bid Now Before You Miss Out!
================================
Banner 2 View 2
10.24-7
===============================
Don't Miss
Your Chance
For Success!
BioQuestIPO.com
================================
Click Here For More Information
================================
Banner 3 View 1
10.24-8
===============================
Alternative
Medicine
IPO!
BioQuestIPO.com
================================
Click Here For More Information
================================
Banner 3 View 2
10.24-9
===============================
The World's First
On-Line Dutch
Auction DPO
Don't Miss It!
To Bid Now @
BioQuestIPO.com
================================
Banner 4 View 1
10.24-10
===============================
The World's First
On-Line Dutch
Auction DPO
Don't Miss It!
Click Here To Bid Now @
BioQuestIPO.com
================================
Banner 4 View 2
10.24-11
===============================
World's First
On-Line Dutch
Auction DPO!
================================
CLick Here for Information
================================
BioQuestIPO.com
================================
Banner 5 View 1
10.24-12
===============================
World's First
On-Line Dutch
Auction DPO!
Bid Now!
================================
CLick Here for Information
================================
BioQuestIPO.com
================================
Banner 5 View 2
10.24-13
===============================
Your
First
IPO
Don't Miss Out On This Opportunity
-------------------
| Click Here Now! |
-------------------
BioQuestIPO.com
================================
Banner 6 View 1
10.24-14
===============================
Invest
In
BioQuest
Don't Miss Out On This Opportunity
-------------------
| Click Here Now! |
-------------------
BioQuestIPO.com
================================
Banner 6 View 2
10.24-15
===============================
Want Shares
In An IPO?
Don't Miss Out On The World's First
On-Line Dutch Auction DPO! CLick Here For
BioQuestIPO.com
================================
Banner 7 View 1
< 10.24-16
===============================
Want Shares
In An IPO?
BID NOW!
Don't Miss Out On The World's First
On-Line Dutch Auction DPO! Click Here For
BioQuestIPO.com
================================
Banner 7 View 2
10.24-17
EXHIBIT B
BioQuest International E-mail Ad Message Concepts
Residual Message by Target Category
1. ----------------------------------------------
Healthcare Enthusiast
----------------------------------------------
Subject Lines(may include IPO after):
------------------------------------
*Life or Death
*Going Beyond the System
*Stiff White Coats
*A Time of Promise
*Non-toxic Healthcare
----------------------------------------------
2. ---------------------------------------------
Online Investor
---------------------------------------------
Subject Lines(may include IPO after):
------------------------------------
*Healthcare Dutch-Auction
*Hardcore Healthcare
*A Long-Anticipated Moment-
*The Whole World is Watching
*People, Planet, Profits
---------------------------------------------
3. ---------------------------------------------
HC/Medical Practitioner
---------------------------------------------
Subject Lines(may include IPO after):
------------------------------------
*Breaking The Silence
*Civil Disobedience
*Leaning Forward
*Silence About What Matters
*Ecological Medicine
---------------------------------------------
4. ----------------------------------------------
Auction Enthusiast
----------------------------------------------
Subject Lines(may include IPO after):
------------------------------------
*A Stroke of Genius
*Beyond the Familiar
*Almost Unbearably New
*Dutch-Auction IPO
*At the Edge of History
----------------------------------------------
5. ----------------------------------------------
Message Copy HE1:
ALTERNATIVE MEDICINE - IPO
THE FASTEST GROWING SEGMENT OF THE
HEALTHCARE INDUSTRY.
Learn more about the World's first
self-underwritten direct public offering
using Dutch-Auction technology and the
innovative healthcare provider that is
leading the way.
ARE YOU READY TO TAKE THE FUTURE OF
HEALTHCARE INTO YOUR OWN HANDS?
----------------------------------------------
10.24-18
6. ---------------------------------------------
Message Copy OI1:
1ST TO MARKET - INITIAL PUBLIC OFFERING
FINALLY --LET THE INVESTOR DETERMINE THE
MARKET VALUE?
Learn more about the World's first
self-underwritten direct public offering
using Dutch-Auction technology and an
innovative healthcare company that is
leading the way.
ARE YOU READY FOR THE "TRIPLE* BOTTOM LINE"?
*PEOPLE, PLANET, PROFITS
---------------------------------------------
7. ---------------------------------------------
Message Copy MP1:
INNOVATIVE - DUTCH AUCTION - IPO
INTEGRATIVE MEDICINE-
ONE OF THE FASTEST GROWING SEGMENTS OF THE
HEALTHCARE INDUSTRY
Learn more about the World's first
self-underwritten direct public offering
using Dutch-Auction technology and an
innovative healthcare provider organization
that is leading the way.
ARE YOU AN "EARLY ADAPTOR"?
ARE YOU READY TO "GO BEYOND THE SYSTEM"?
---------------------------------------------
8. ----------------------------------------------
Message Copy AE1:
DUTCH AUCTION INITIAL PUBLIC OFFERING
YOU'VE NEVER SEEN AN AUCTION SITE LIKE THIS
BEFORE!
Learn more about the World's first
self-underwritten direct public offering
using Dutch-Auction technology and an
innovative healthcare company that is
leading the way.
ARE YOU QUALIFIED TO BID?
----------------------------------------------
--------------------------------------------------------------------------------
All e-mail messages will include the following links:
*Click here to invest in BioQuest *Click here to forward this
offer to a friend. *To unsubscribe, click here. *Have questions
or feedback? *E-mail info@batoutofhealth.com. *Click here to
learn more about BioQuest International.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
All e-mail messages will include the following disclosure:
For more complete information about BioQuest International including charges and
expenses you may review or obtain a prospectus at http://www.BioQuestIPO.com.
Please read it carefully before you invest.
--------------------------------------------------------------------------------
10.24-19
Exhibit C
DPO OPPORTUNITY *
BioQuest International, Inc. has filed a Form SB-2 Registration Statement with
the Securities and Exchange Commission (SEC) for a Direct Initial Public
Offering (IPO) of securities in order to facilitate the execution of its
Business Plan. For further information and details on how to invest in
BioQuest's IPO and to see the Company's complete Prospectus, please use the
one-way banner link to our DIRECT PUBLIC OFFERING Web Site - www.BioQuestIPO.com
* Only page on BatOutOfHealth website relating to the BioQuest securities
offering.
10.24-20
Exhibit D
[Graphic: BioQuest Logo]
At your fingertips...
is an opportunity to express your commitment to
Natural and Integrative Medicine by investing in its future.
Offered is the first self-underwritten IPO (Initial
Public Offering), using Internet-based "Dutch
Auction" technology.
To invest, go to: www.BioQuestIPO.com
To learn more about this innovative new company,
go to: www.BatOutOfHealth.com
or Call Toll Free: 1-866-Go-To-Bat (468-6228)
Experience Nature's Healing Power!
10.24-21
Exhibit E
DRAFT - NOT FOR PUBLICATION
(To be released for publication only after being declared effective by the SEC)
BioQuest International, Inc.
Offers Comprehensive Integrative, Holistic Services and Facility
BioQuest International, Inc., seeking to become the future leader in the
alternative health care field, is plunging into uncharted territory the first
self-underwritten offering (Direct Public Offering) marketed over the Internet
and utilizing the Dutch Auction process. BioQuest filed its registration
statement with the Securities and Exchange Commission in late September 2000.
Its registration was declared effective today, permitting the company to begin
selling shares of its stock to the public.
In this Dutch auction, bidding for shares takes place over a period of up to 90
days, with a set minimum price. When sufficient bids have been received, the
actual purchase price (clearing price) is determined by the lowest price at
which all shares offered have been allocated. Then, all successful bidders
receive their shares at that price. BioQuest International, Inc. will offer
1,000,000 shares on an all-or-nothing basis. The minimum bid is $10.00 and the
maximum at $15.00.
BioQuest International Inc. was organized in November 1999 as a privately held
corporation to exist as a holding corporation for the purpose of creating,
establishing, acquiring and developing various subsidiary companies allied
within the alternative/integrative medical field.
The scope of endeavors includes an comprehensive interactive Internet portal
www.BatoutofHealth.com and a integrative medical hospital, research and teaching
facility. BioQuest International has selected Antigua, West Indies as the site
for its first alternative treatment facility, and is in the process of
finalizing the purchase of a resort/hotel which it will convert into the
BioQuest Centre for Natural and Integrative Medicine.
According to Peter J. Ewens, President and CEO of BioQuest International Inc.,
this Dutch Auction format "will pave the way to a new alternative available to
companies wishing to go public and to raise capital, making IPOs available to
the average American investor." Ewens further stated that " Most shares in IPOs
are sold by the underwriters to institutional investors and high net worth
individuals, and the little guy can't get in until the aftermarket. Another
equally significant factor is that the public will set the market price of the
shares being offered through the bidding process, wherein they determine what
they will pay for the shares, and not what an underwriter thinks they may be
worth."
BioQuest International, Inc. is involved in other related endeavors which will
ultimately include:
o A traveling seminar program providing lectures and symposiums on
improving health and well being.
o Heart to Heart, a nationally syndicated radio talk show.
o A nationally distributed newspaper, focusing principally on the issues
of health and the environment.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sales of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of that state.
For more complete information about BioQuest International Inc., including
charges and expenses, and to obtain and access a prospectus, sign on to:
www.bioquestipo.com. Please review the prospectus carefully before investing or
forwarding funds.
10.24-22