10KSB for IRV INC filed on 7/14/00 4:44:00 PM
INVESTOR RELATIONS
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this
3rd day of February 2000, between Access1 Financial (the Consultant), whose
principal place of business is 2224 Main Street, Santa Monica, CA 90405, and
Southshore Corporation at 10750 Briarwood Ave., Englewood, CO 80112.
WHEREAS, the Consultant is willing and capable of providing on a "Best
Efforts" basis, various consulting services. The Client desires to retain the
Consultant as an Independent Contractor based upon the following terms and
conditions. This includes financial public relations for and on behalf of the
client in relation to interactions with broker-dealers, shareholders and
member of the public. This may also include certain fund raising efforts as
requested by Client of the Consultant. In consideration of the mutual
promises and agreement hereinafter set forth, the receipt and sufficiency of
this care hereby acknowledged, the parties herein agree as follows:
1. CONSULTING SERVICES. The Client hereby retains the Consultant as an
independent consultant to the Client and the Consultant hereby accepts and
agrees to such retention. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all
prior understandings, agreements and negotiations between the parties. The
Consultant shall render to the Client such services of an advisory or
consultative nature in order to act as the Investor Relations arm of The
Client.
2. DISCLOSURE OF INFORMATION. The Consultant recognizes and
acknowledges that it will have access to certain confidential information of
the Client and its affiliates that are valuable and unique assets or property
of the Client and its affiliates. The Consultant will not, during or after
the term of this agreement, disclose, without the prior consent or
authorization of the Client, any of such information to any person except to
authorized representatives of the Consultant its affiliates for any reason or
purpose whatsoever. The Client agrees that such authorization may be
conditioned upon the disclosure being made pursuant to a secrecy agreement,
protective order, rule, regulation or procedure under which the
confidentiality of the information is maintained in the hands of the person to
whom the information is to be disclosed or in compliance with the terms of a
judicial order or administrative process. It is the intention of the parties
that the Consultant will gather all publicly available information relating to
the Client and confer with officers and directors of the Client in an effort
to consolidate the information obtained in summary form for the dissemination
to interested parties.
3. TIME, PLACE AND MANNER OF PERFORMANCE. It is intended that the
Consultant will provide research on the Company and distribute the Company's
story to institutions, portfolio managers, broker dealers, and retail clients
and other persons whom the Consultant determines in its sole discretion, are
capable of effectively disseminating such information to the general public.
The Consultant will also advise the Client concerning investor relations and
promotional matter relating to the Client and its business and will showcase
the Company on its for a period of one year. Consultant determines in its
sole discretion, are capable of effectively disseminating such information to
the general public. The Consultant will also advise the Client concerning
investor relations and promotional matters relating to the Client and its
business and will showcase the Company on its for a period of one year.
Consultant will act upon the Client's behalf in the investment community, with
existing shareholders, and the public. It is expressly agreed and
acknowledged that the Consultant will not be expected to provide any
investment advice or recommendations regarding the client to anyone. The
Consultant will focus on contacting persons, generally through conventional
communications in order to familiarize them with information concerning the
Client. Additionally, the Consultant shall be available for advice and
counsel to the officers and directors of the Client at such reasonable and
convenient times and places as may be mutually agreed upon. Except as
aforesaid, the time, place and manner of performance of the services
hereunder, including the amount of time to be allocated by the Consultant to
any specific serve, shall be determined in the sole discretion of the
Consultant.
4. WORK PRODUCT. It is agreed that, prior to public distribution, all
information and materials produced for the Client shall be the sole and
exclusive property of the Consultant. All copyright and title to said work
shall be the property of the Consultant free and clear of all claims thereto
by the Client, and the Client shall retain no claim of authorship therein.
5. NATURE OF RELATIONSHIP. It is understood and acknowledged by the
parties that the Consultant is being retained by the Client in an independent
capacity and that, in this connection, the Consultant hereby agrees, except as
provided in paragraph (4) herein above or unless the Client shall have
otherwise consented in writing, not to enter into any agreement or incur any
obligation on behalf of the client.
6. CONFLICT OF INTEREST. The Consultant shall be free to perform
services for other persons. The Consultant will notify the Company of its
performance of consulting services for any other person that could conflict
with its obligations under this agreement. Upon receiving such notice, the
Client may terminate this agreement or consent to the Consultants outside
consulting activities; failure terminate this agreement shall constitute the
Client's on going consent to the Consultant's outside consulting activities.
7. INDEMNIFICATION FOR SECURITIES LAWS VIOLATIONS. The Client agrees
to indemnify and hold harmless the Consultant against any losses, claims,
damages, liabilities and/or expenses (including any legal or other expenses
reasonably incurred in investigating or defending any action or claim in
respect thereof) to which the Consultant may become subject under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, because of the actions of the Client or its agents.
8. NOTICES. Any notices required to be given under this Agreement
shall be sufficient. If in writing, and delivered, or sent registered or
certified mail to be principal office of each party.
9. WAIVER OF BREACH. Any waiver by the Consultant of a breach of any
provision of this Agreement by the Client shall not operate or be construed as
a waiver of any subsequent breach by the Client.
10. WAIVER AND MODIFICATION. Any waiver, alteration or modification of
any of the provisions of this Agreement shall be made in writing and signed by
the parties hereto. Each party may waive any off its rights herein without
effecting a waiver with respect to any subsequent occurrences or transactions.
11. APPLICABLE LAW. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and pursuant to the laws of the
State of Nevada and that any action or any proceeding that may be brought
arising out of, in connection with or by reason of this Agreement, the laws of
the State of Nevada applicable and shall govern to the exclusion of law of any
other forum, without regard to the jurisdiction in which any action or special
proceeding may be instituted.
12. SEVERABILITY. This Agreement is may be dissolved at any time by
the expressed consent of both parties. In the event any part of this
agreement shall be held to be invalid by any competent court or arbitration
panel, this Agreement shall be interpreted as if only that part is invalid and
that the parties to this Agreement will continue to execute the rest of this
Agreement to the best of their abilities unless both parties mutually consent
to the dissolution of this Agreement.
13. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original but both of which taken together shall
constitute the same document.
14. COMPENSATION. The Client agrees to register and issue options
totaling 200,000 shares of Southshore Corporation in the name of Mark Bergman
at an exercise price of $3.25 good for a period of one year from issuance.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
ACCESS 1 FINANCIAL
By:
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Mark Bergman, Pres./CEO
SOUTHSHORE CORPORATION
By:
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John Deufel, CEO |
