CONTINENTAL CAPITAL & EQUITY CORPORATION
CLIENT SERVICE AGREEMENT
This Agreement is made and entered into this 30th day of
November, 1998 between CONTINENTAL CAPITAL & EQUITY CORPORATION, Inc., LOCATED
AT 195 Wekiva Springs Road, Suite 200, Longwood, Florida 32779, hereinafter
sometimes referred to as (CCED) and REMEDENT USA, INC., located at 2301 E. Evans
Road, Scottsdale, Arizona 85260, hereinafter sometimes referred at as (the
"Company").
WITNESSETH:
WHEREAS, CCEC is a public relations and direct marketing
advertising firm specializing in the dissemination of information about publicly
traded companies, and
WHEREAS, the Company is publicly held with its common stock
trading on one or more stock exchanges and/or over the counter or on NASDAQ, and
WHEREAS, the Company desires to publicize itself with the
intention of making its name and business better known to its shareholders,
investors, and brokerage houses, and
WHEREAS, CCED is willing to accept the Company as a client.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, it is agreed:
1. ENGAGEMENT: The Company hereby engages CCED to publicize
the Company to brokers, prospective investors and shareholders described in
Section 3 of this Agreement, and subject to the further provisions of this
Agreement. CCEC hereby accepts the Company as a client and agrees to publicize
it as described in Section 3 of this Agreement, but subject to the further
provisions of this Agreement.
2. CONSULTING SERVICES: Consists of the following:
(a) CCED will attempt to introduce to the Company
potential sources of capital, merger, acquisition, joint venture, marketing
Agreement(s) and/or other strategic alliances which may benefit the Company in
the performance of implementing its business plan(s).
3. MARKETING PROGRAM: Consists of the following components:
(a) CCEC will review and analyze all aspects of the
Company's goals and make recommendations on feasibility and achievement of
desired goals.
(b) CCEC will review all of the general information
and recent filings from the Company and produce and mail a minimum 50,000, upon
liquidation of 50,000 free trading shares of the Company's Common Stock within a
period of 120 days of execution of contract, and at the sole discretion of CCEC
up to 100,000, piece direct mail package to include an 11" X 17" self mailer and
an ample number of corporate profiles so as to allow for one profile for each
respondent to the original mailing. Profiles will be prepared in brokerage style
format, both items to be approved by the Company prior to circulation.
(c) CCEC will provide through their network, firms
and brokers interested in participating and schedule and conduct the necessary
due diligence and obtain the required approvals necessary for those firs to
participate. CCEC will also interview and make determinations on any firms or
brokers referred by the Company with regard to their participation.
(d) CCEC will be available to the Company to field
any calls from firms and brokers inquiring about the Company.
(e) CCEC will use its best efforts to obtain the
Company exposure on radio programming, in independent financial newsletters, and
though on-line fax and Internet broadcast services.
(f) CCEC will promote the Company on the Worldwide
Internet via CCEC's home web site (www.insidewallstreet.com). Further CCEC shall
create banner ads for placement on financial web sites with hyperlinks back to
the Company's feature page on CCEC's home web site. The banner ads shall run for
two (2) months.
(g) CCEC shall write, produce and assist the Company
in releasing all press announcements. The Company shall be solely responsible
for paying all fees associated with the actual release(s) through BusinessWire,
P.R. Newswire, or any other comparable news dissemination source.
(h) CCEC will obtain expressed written approval from
the Company on all material produced by CCEC prior to disseminating the
information to the public.
4. TIME OF PERFORMANCE. Services to be performed under this
Agreement shall commence upon execution of this Agreement and continue until
completion, which generally is expected to occur on December 31, 1999.
5. COMPENSATION AND EXPENSES: In consideration of the services
to be performed by CCED, the Company agrees to pay compensation to CCED as
follows:
(a) $25,000 in cash, due upon execution of this
Agreement.
(b) 150,000 free trading shares of the Company's
Common Stock due upon execution of this Agreement, with
(1) 50,000 free trading shares available for
liquidation by CCEC upon execution of this Agreement, and
(2) The remaining 100,000 free trading
shares available for liquidation by CCEC in increments of 12,500 every thirty
(30) days until the balance of the shares is liquidated.
(c) An Option to purchase 200,000 free trading shares
of the Company's Common Stock, exercisable as follows:
(1) 100,000 shares exercisable at $5.00 per
share, and
(2) 100,000 shares exercisable at $6.00 per
share.
The term of the option shall expire twelve (12) months from
the day the shares underlying the option are registered.
6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The Company
represents and warrants to CCED, each such representation and warranty being
deemed to be material that:
(a) The Company will cooperate fully and timely with
CCEC to enable CCEC to perform its obligations under this Agreement.
(b) The execution and performance of this Agreement
by the Company has been duly authorized by the Board of Directors of the Company
in accordance with applicable law, and, to the extent required, by the requisite
number of shareholders of the Company;
(c) The performance by the Company of this Agreement
will not violate any applicable court decree, law or regulation, nor will it
violate any provisions of the organizational documents of the Company or any
contractual obligation by which the Company may be bound.
(d) The Company will promptly deliver to CCEC a
complete due diligence package to include latest 10K, latest 10Q, last 6 months
of press releases and all other relevant materials, including but not limited to
corporate reports, brochures, etc.
(e) The Company will promptly deliver to CCEC a list
of names and addresses of all shareholders of the Company which it is aware.
(f) The Company will promptly deliver to CCEC a list
of brokers and market makers of the Company's securities which have been
following the Company.
(g) Because CCEC will rely on such information to be
supplied it by the Company, all such information shall be true, accurate,
complete and not misleading, in all respects.
(h) The Company will act diligently and promptly in
reviewing materials submitted to it by CCEC to enhance timely distribution of
the materials and will inform CCEC of any inaccuracies contained therein prior
to the projected publication date.
7. DISCLAIMER BY CCEC: CCEC WILL BE THE PREPARER OF CERTAIN
PROMOTIONAL MATERIALS. CCEC MAKES NO REPRESENTATION THAT (A) ITS SERVICE WILL
RESULT IN ANY ENHANCEMENT TO THE COMPANY, (B) THE PRICE OF THE COMPANY'S
PUBLICLY TRADED SECURITIES WILL INCREASE, (C) ANY PERSON WILL PURCHASE
SECURITIES IN THE COMPANY, OR (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN
OR WITH THE COMPANY.
8. EARLY TERMINATION: If the Company fails to cooperate with
CCEC, or fails to make timely payment of the compensation set forth in Section 5
of this agreement CCEC shall have the right to terminate any further performance
under this Agreement. In such event all compensation shall become immediately
due and payable and/or deliverable, and CCEC shall be entitled to receive and
retain the same as liquidated damages, and not as a penalty, in lieu of all
other remedies, the parties acknowledging and agreeing that it would be too
difficult currently to determine the exact extent of CCEC's damage, but that the
receipt and retention of such compensation is reasonable present estimate of
such damage.
9. LIMITATION OF CCEC LIABILITY: If CCEC fails to perform its
services hereunder, its entire liability to the Company shall not exceed the
lessor of (a) the amount of cash compensation CCEC has received from the Company
under Section 5 of this agreement or (b) the actual damage to the Company as a
result of such non-performance. IN NO EVENT WILL CCEC BE LIABLE FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM AGAINST THE COMPANY
BY ANY PERSON OR ENTITY ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT,
UNLESS SUCH DAMAGES RESULT FROM THE USE, BY CCEC, OF INFORMATION NOT AUTHORIZED
BY THE COMPANY.
10. OWNERSHIP OF MATERIALS: All right, title and interest in
and to materials to be produced by CCEC in connection with the contract and
other services to be rendered under this Agreement shall be and remain the sole
and exclusive property of CCEC, except that if the Company performs fully and
timely its obligations hereunder, it shall be entitled to receive upon written
request, one hundred (100) copies of all such materials.
11. CONFIDENTIALITY: Until such time as the same may become
publicly known, CCEC agrees that any confidential nature will not be revealed or
disclosed to any person or entity, except in the performance of this Agreement,
and upon completion of its services and upon written request of the Company all
materials, original documentation provided by the Company will be returned to
it. CCEC will, however, require Confidentiality Agreements from its own
employees and from contractors CCEC reasonably believes will come in contact
with confidential material.
12. NOTICES: All notices hereunder shall be in writing and
addressed to the party at the address herein set forth, or at such other address
as to which notice pursuant to this section may be given, and shall be given by
personal delivery, by certified mail, express mail or by national overnight
courier services. Notices will be deemed given upon the earlier of actual
receipt or three (3) business days after being mailed or delivered to such
courier service.
Notices shall be addressed to CCEC at:
Suite 200
195 Wekiva Springs Road
Longwood, Florida 32779
and to the Company at:
7301 East Evans Road
Scottsdale, Arizona 85260
Any notices to be given hereunder will be effective if executed by and sent by
the attorneys for the parties giving such notice, and in connection therewith
the parties and their respective counsel agree that in giving such notice such
counsel may communicate directly in writing with such parties to the extent
necessary to give such notice.
13. SEPARABILITY: If one or more of the provisions of this
Agreement shall be held invalid, illegal, or unenforceable in any respect, such
provision, to the extent invalid, illegal, or unenforceable, and provided that
such provision is not essential to the transaction provided for by this
Agreement, shall not affect any other provision hereof, and the Agreement shall
be construed as if such provision had never been contained herein.
14. ARBITRATION: Any controversy or claim arising out of or
relating to the Client Service Agreement, or the breach thereof, shall be
settled by arbitration in accordance with the commercial arbitration rules of
the American Arbitration Association, and judgment upon the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction thereof.
15. MISCELLANEOUS:
(a) EFFECTIVE DATE OF REPRESENTATIONS: Shall be no
later than the date CCED is prepared to distribute letters and/or brochures
pursuant to the contract.
(b) GOVERNING LAW: This Agreement shall be governed
by and interpreted under the laws of the State of Florida where CCEC has been
organized and this Agreement has been accepted by CCEC.
(c) CURRENCY: In all instances, references to dollars
shall be deemed to be United States Dollars.
(d) MULTIPLE COUNTERPARTS: This Agreement may be
executed in multiple counterparts, each of will shall be deemed an original.
Executed as a sealed instrument as of the last day and year
shown hereunder.
CONFIRMED AND AGREED ON THE 3RD DAY OF DECEMBER, 1998.
CONTINENTAL CAPITAL & EQUITY CORPORATION
By:
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CCEC Representative CCEC Officer
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Witness Witness
CONFIRMED AND AGREED ON THE ____ DAY OF ___________, 1998
REMEDENT USA, INC.
By:
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Duly Authorized
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Witness
