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EXHIBIT 10.21
JOSEPH LYNCH
103, YACHT CLUB WAY, SUITE 305
HYPLUXO, FLORIDA 33462
PHONE (561) 493-1316
FAX (561) 493-0912
August 1, 2000
ATTENTION: Mr. Michael Horsey
Dear Mr. Horsey:
RE: INVESTOR RELATIONS AGREEMENT
This is to confirm in writing the Agreement between Joseph Lynch ("Lynch") and
Delta Capital Technologies, Inc. (the "Company") pursuant to which the Company
will engage Lynch on the term contained herein to furnish investor relations
services to the Company.
1. ENGAGEMENT
The Company hereby engages Lynch 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
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(d) such other services as may be agreed upon by the Company's board
of directors and Lynch.
2. TERM AND FEE
The term of this Agreement will be one (1) year, commencing August 1,
2000 and ending on July 31, 2001. In consideration of the services to be
rendered by Lynch hereunder, the Company agrees to pay Lynch a fee of
$4,000 US per month. The Company agrees to issue to Lynch 100,000
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. PAYMENT OF FEE
The Company will make a payment upon signing of this Agreement and
thereafter on the 1st day of each month. Each such payment shall be made
in cash.
4. APPROVALS AND FILINGS
The Company agrees to provide to Lynch, 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.
Lynch represents and warrants to, and covenants with, the Company, as
follows:
(a) Lynch has the ability, experience and skills necessary to carry
out its obligations under this Agreement;
(b) Lynch 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) Lynch shall act at all times in the best interests of the
Company.
5. 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 Lynch,
effective upon the last day of the month in which the 30fh day
arises; and
(b) immediately and without notice, in the event of change of
control of the Company.
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6. ASSIGNMENT
Lynch shall not transfer over or assign to any other person, firm or
corporation its rights or obligations under this Agreement.
7. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties
hereto and supersedes all prior agreements, discussions and
understandings, whether oral or written.
8. 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."
9. 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 telecopy, addressed as follows:
In the case of the Company: In the case of Lynch:
Delta Capital Technologies, Inc. Joseph Lynch
1400, 1166 Alberni Street 103 Yacht Club Way
Vancouver, BC V6E 3Z3 Hypluxo, Florida 33462
Attention: Michael Horsey
Facsimile: (604) 632-3896 Facsimile: (61) 493-0912
10. SUCCESSORS AND ASSIGNS
All rights and obligations of the parties hereunder shall be binding on
their heirs, executors, administrators, successors and assigns.
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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.
/S/ MICHAEL HORSEY
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Michael Horsey
Chairman
ACCEPTED AND AGREED to this d of August 14, y 2000
/S/ JOSEPH LYNCH
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Joseph Lynch
