To: StockDung who wrote (129 ) 7/7/2000 3:13:22 PM From: surelock Read Replies (5) | Respond to of 193 from todays S3-A (and 150,000 of these shares are added to the registration list) (8) Effective May 1, 2000, CHST entered into a Market Access Program and Marketing Agreement with Continental Capital & Equity Corporation ("CCEC") pursuant to which CCEC has agreed to provide investor relations services for CHST. The investor relations services include the following: (a) establish a financial public relations methodology designed to increase the awareness of CHST within the investment community, (b) assist CHST in the implementation of its business plan and in accurately disseminating CHST's information to the marketplace, (c) introduce CHST to active retail brokers, financial analysts, institutional fund managers, private investors and financial newsletter writers, (d) prepare CHST due diligence reports and corporate profile and fact sheets, (e) arrange and conduct telemarketing and teleconferencing programs with a CCEC moderator, CHST executives, brokers, financial analysts, fund managers and other interested participants, (f) feature CHST's corporate profile or fact sheet on CCEC's web site, (g) assist CHST in the preparation of all press releases and coordinate releases through CHST's paid account with PR NewsWire or BusinessWire, (h) create, build and continually enhance a fax database of all brokers, investors, analysts and media contacts who have expressed an interest in receiving ongoing information on CHST, (i) send CHST's public information to brokers, institutional fund managers, financial analysts and industry professionals, (j) serve as CHST's external publicist, and (k) at CHST's request, strive to obtain analyst coverage for CHST and investment banking sponsorship. In consideration for CCEC's services for CHST, CHST has agreed to pay to CCEC the following consideration: (1) $10,000 per month in cash, payable quarterly in advance during the term of the agreement, (2) a warrant to purchase 100,000 shares of our Common Stock at a price of $16.00 per share at any time from the effective date of the agreement until one year after the date of this Prospectus, (3) a warrant to purchase an additional 125,000 shares of our Common Stock at a price of $16.00 per share, if CHST does not terminate the agreement on or before November 1, 2000, which would expire one year after the shares underlying those warrants were registered with the Securities and Exchange Commission if the warrants are granted, and (4) a warrant to purchase an additional 50,000 shares of our Common Stock at a price of $11.00 per share, which may be exercised on a cash basis or on a "cashless" conversion basis at any time from the effective date of the agreement until one year after the date of this Prospectus. Any proceeds from the subsequent sale of shares of our Common Stock issued to CCEC pursuant to the exercise of the $11.00 Warrants are to be utilized to pay the costs of any ancillary public relations services conducted by CCEC on behalf of CHST under the agreement, and CHST must approve all such expenses in advance. CHST also has a right of first refusal to purchase any shares issued to CCEC pursuant to the exercise of the $11.00 or $16.00 Warrants granted to CCEC under the agreement before CCEC sells them to any third party. CHST is obligated to reimburse CCEC for costs and expenses incurred by it in the performance of its duties for CHST under the agreement. CHST has the right to terminate the agreement upon 15 days prior written notice to CCEC delivered at any time on or after 165 days after the effective date of the agreement. The agreement otherwise expires on May 1, 2001. If CHST elects early termination on or before November 1, 2000, then it is not obligated to issue the additional 125,000 warrants to CCEC.