<PAGE> 1
EXHIBIT 10.23
VISION PUBLISHING INC.
7500 N. CYPRESSHEAD DRIVE
PARKLAND, FLORIDA 33067
September 26, 2000
ATTENTION: Mr. Michael Horsey
Dear Mr. Horsey:
RE: INVESTOR RELATIONS AGREEMENT
This is to confirm in writing the Agreement between Vision Publishing Inc.
("Vision)") and Delta Capital Technologies, Inc. (the "Company") pursuant to
which the Company will engage Vision on the term contained herein to furnish
investor relations services to the Company.
1. ENGAGEMENT
The Company hereby engages Vision to provide investor relations services
to the Company including but not limited to, the following:
(a) contacting persons registered to trade in securities pursuant to
the provisions of the Securities Act or of the securities
legislation of the jurisdiction where such persons reside or
conduct business and informing them of the particulars of the
development of the Company's business and the potential of the
Company's shares as an investment;
(b) acting in a liaison capacity between the directors and senior
officers of the Company, the persons referred to in subsection
1.1(a) and the shareholders of the Company;
(c) circulating to the persons referred to in subsection 1.1(a)
such of the quarterly reports and other documents referred to in
subsection 1.1(b) as may be reasonably requested by such
persons; and
<PAGE> 2
(d) such other services as may be agreed upon by the Company's board
of directors and Vision.
2. TERM AND FEE
The term of this Agreement will be one (1) year, commencing November 21,
2000 and ending on November 20, 2001. In consideration of the services
to be rendered by Vision hereunder, the Company agrees to issue to
Vision 400,000 restricted shares of the Company's common stock (the
"Shares"). The number of shares shall be adjustable for stock splits,
recapitalizations and mergers or acquisitions of the Company, and be
subject to customary anti-dilution protections.
3. APPROVALS AND FILINGS
The Company agrees to provide to Vision, from time to time and as soon
as is available, financial statements, press releases, material change
reports, quarterly reports and filing statements of the Company.
Vision represents and warrants to, and covenants with, the Company, as
follows;
(a) Vision has the ability, experience and skills necessary to carry
out its obligations under this Agreement;
(b) Vision shall comply with all applicable securities laws and
regulations of the US Securities & Exchange Commission and
federal laws applicable therein, and all applicable securities
laws and regulations of the states of the United States of
America and federal laws applicable therein.
(c) Vision shall act at all times in the best interests of the
Company.
4. TERMINATION
The Company may terminate its obligations under this Agreement prior to
expiry of the term hereof in the following manner:
(a) upon, not less than thirty (30) days notice in writing to
Vision, effective upon the last day of the month in which the
30th day arises: and
(b) immediately and without notice, in the event of change of
control of the Company.
5. ASSIGNMENT
Vision shall not transfer over or assign to any other person, firm or
corporation its rights or obligations under this Agreement.
2
<PAGE> 3
6. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties
hereto and supersedes all prior agreements, discussions and
understandings, whether oral or written.
7. ARBITRATION
All disputes arising out of or in connection with this Agreement shall
be referred to and finally resolved by arbitration under the rules of
the US International Commercial Arbitration Centre. The arbitration
shall be administered by the US International Commercial Arbitration
Centre in accordance with its "Procedures of Cases under their Rules."
8. NOTICES
Any notice or other writing required or permitted to be given hereunder
shall be deemed to be sufficiently given if delivered or if mailed by
registered mail or sent by e-mail, addressed as follows:
In the case of the Company: In the case of Vision:
Delta Capital Technologies, Inc. Vision Publishing Inc.
1400, 1166 Atberni Street 7500 N. Cypresshead Drive
Vancouver, BC V6E 323 Parkland, Florida 33067
Attention: Michael Horsey Attention: Sharlene Hammett
[email protected] [email protected]
------------------------------- -------------------------------
9. ACCESSORS AND ASSIGNS
All rights and obligations of the parties hereunder Shall be binding on
their heirs, executors, administrators, successors and assigns.
<PAGE> 4
If the above sets forth your understanding of our Agreement, kindly execute this
letter where indicated below and return one copy to us.
Yours very truly,
DELTA CAPITAL TECHNOLOGIES, INC.
Michael Horsey
Chairman
ACCEPTED AND AGREED to this 26th day of September, 2000
/S/ SHARLENE HAMMETT
SHARLENE HAMMETT
-------------------------------------
VISION PUBLISHING INC.
