CENTREX, INC.
PUBLIC RELATIONS SERVICES AGREEMENT WITH
MORGAN-PHILLIPS, INC.
This ("Agreement') is entered into and effective February 20, 2000 by and
between Centrex, Inc. ("CENTREX") and Morgan-Phillips, Inc. ("MPI").
WHEREAS, CENTREX is a development stage company which owns the exclusive
right to manufacture and market an E.coli detection test; and
WHEREAS, MPI is in the business of providing companies with shareholder,
investor, and broker relations services; and
WHEREAS, CENTREX has agreed to engage MPI and MPI has accepted an
engagement to provide shareholder, investor, and broker relations services in
accordance with the terms and conditions of this Agreement.
Now, therefore, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which is hereby
acknowledged, parties agree as follows:
1. Acceptance of Engagement. CENTREX hereby agrees to engage MPI to provide,
and MPI agrees to accept the engagement from CENTREX to provide traditional
financial public relations and shareholder relations information and other
services in accordance with this Agreement.
2. Scope of Services of MPI. MPI agrees to provide public relations,
education, information and the following related services:
(a) Generate potential investor leads and inform, follow up, update and
create interest in CENTREX and its common stock through providing
current information concerning CENTREX, including due diligence
material; and
(b) Provide direct one-on-one telephonic contact with brokers, investors,
potential investors and others with respect to CENTREX; and
(c) Prepare and distribute periodically detailed "research reports"
regarding CENTREX along with an abbreviated "corporate profile" of
CENTREX; and
(d) Prepare and distribute news releases which are approved in advance by
CENTREX; and
(e) Distribute initial and updated investor information packets to brokers
and potential investors information containing current information
concerning CENTREX, including any disclosure materials filed with the
SEC, applicable
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state securities commissions, financial rating services, independent
analysts' reports, product reports and similar information; and
(f) Prepare and distribute audio and video presentations concerning
CENTREX and its business and products; and
(g) Arrange and attend press conferences regarding CENTREX; and
(h) Arrange and assist CENTREX in attending television and radio
investment forums; and
(i) Write news articles approved by CENTREX and distribute them to
investments clubs, investment newsletters, investor magazines, and
public print media; and
(j) Develop and maintain an Internet Website for CENTREX which provides
current information regarding CENTREX; and
(k) Respond accurately and promptly to faxes, email and other electronic
inquiries concerning CENTREX; and
(l) Write and distribute articles for investor club newsletters; and
(m) Arrange and participate in investor information meetings with
potential investors, the brokerage community and others regarding
CENTREX; and
(n) Place articles at least quarterly regarding CENTREX in investor and
news magazines; and
(o) Arrange, attend and assist CENTREX in attending and making
presentations at investor trade shows at least 2 times a year; and
(p) Use its good faith diligent efforts to know the current facts
concerning CENTREX and ensure that its employees and representatives
remain current in their information regarding CENTREX; and
(q) Establish and maintain a data bank with the names, addresses,
telephone numbers, fax numbers, email addresses and other similar
information regarding investors, potential investors, brokers, and
others in the investment community; and
(r) Generally, keep the public, the investor community and the stock
brokerage community well informed with concise, accurate and timely
information concerning CENTREX and its business, its progress and its
potential.
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3. Scope of Information to be Provided by MPI. MPI agrees to provide only
information which is received from and approved by CENTREX. MPI agrees not
to provide any information which is false or materially misleading or omit
to provide any information regarding CENTREX which is necessary so that
whatever information is provided by MPI is not false or materially
misleading. If MPI receives any inquiry which calls for a response with
information that is has not been approved by CENTREX or as to which MPI
does not know the correct and current answer, MPI agrees to request the
information from CENTREX and not provide a guess, a projection, or an
assumption, or information not approved by CENTREX.
4. Applicable Securities Laws. MPI agrees to abide by all state and federal
securities laws. Specifically, MPI acknowledges it's understanding of the
laws which govern investor relations firms and agrees not to violate any
section or law including but not limited to Sections 10(b) and/or 17(b) of
the Securities Act.
5. Ability to perform. MPI represents that MPI it's officers and principal are
not subject to any federal, state or industry self-regulatory order or
ruling concerning any financial (including banking, insurance and
securities) activities, dealings or licensing. The licenses are to include
all banking, securities and insurance licenses issued by the federal
government, state government or self-regulatory agencies. Furthermore, MPI
represents that MPI's officers, directors, principals and employees have
not been convicted of any state or federal, securities violations, banking
violations, insurance violations, fraud (bank, wire or otherwise), money
laundering, theft by deception or similar crime.
6. Compensation. MPI shall be compensated with 1,000,000 shares of CENTREX
Common Stock with an exercise price of $.001 par value that was received by
MPI pursuant to the exercise of options granted to MPI. The offer of this
Common Stock is being made in reliance upon the provisions of Regulation D
promulgated under the Act, Section 4(2) of the Act, and/or such other
exemption from the registration requirements of the Act as may be available
with respect to all purchases of Common Stock to be made hereunder.
7. Nature of Relationship. MPI and CENTREX are independent contractors and are
not partners, joint venturers, employees, agents, or other representatives
of the other. Neither MPI nor CENTREX is authorized or empowered to bind
the other in contract or in any other way or to act as a representative of
the other in any capacity without the express written consent of the other.
Each party is solely responsible for all costs and liabilities arising from
taxes of every kind or relating to its own employees and other
representatives, or relating to the conduct of its business as an
independent entity, and each party agrees to indemnify and hold the other
party harmless
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therefrom. MPI is in the business of providing information to the investing
public and the investment community. MPI is not a registered broker or
investment advisor, and MPI agrees not to undertake any activity which will
require it to be so registered.
8. Costs of Investor Relations Function. MPI will bear the costs and be solely
responsible for the investor relations activities as described in paragraph
2 above. MPI and CENTREX understand that MPI has the discretion and duty to
spend its resources in the manner, at the time and for the purposes for
which MPI believes in its best, reasonable good faith determination will be
the most effective in the furtherance of providing the investing public
current, accurate and timely information regarding CENTREX. MPI will
coordinate in writing with CENTREX regarding any material deviations from
the investor relations activities. Failure to perform the investor
relations activities in a material way shall constitute a breach of this
Agreement.
9. No Conflicting Activities. MPI agrees not to engage in any activities that
violate its duties under this Agreement or represent any other entity that
is engaged in the manufacture or sale of products or services that directly
compete with the business, products or services of CENTREX.
10. Inside and Confidential Information. MPI agrees not to disclose, use or
disseminate any information of or relating to CENTREX which is proprietary,
confidential and competitively sensitive without the prior written approval
of CENTREX. MPI further agrees not to act upon for its own account or for
the account of another and not to disclose or disseminate any non-public
information which is used to purchase or sell securities of CENTREX.
11. Disclosure of Relationship with CENTREX. MPI agrees to disclose in a manner
consistent with applicable laws, rules and regulations that it is providing
investor relations and public relations services in exchange for common
stock of CENTREX and that it maintains a financial and ownership interest
in the success of CENTREX. The disclosure shall be made to all persons
contacted and set forth on all communications (including all fax cover
sheets and press releases). These contacts and communications are to be
construed in the broadest sense, including but not limited to all
electronic, telephonic, facsimile, written or verbal communications. This
disclosure shall also include the amounts of all compensation and
consideration, received or to be received by MPI in the past, present and
future.
Specifically, MPI agrees to abide by Section 17(b) of the Securities Act
which provides that it is unlawful for any person: "to publish, give
publicity to, or to circulate any notice, circular, or advertisement,
newspaper article, letter, investment service, or communication which,
though not purporting to offer a security for sale,
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describes such security for a consideration received or to be received,
directly, or indirectly, from an issuer, underwriter, or dealer, without
fully disclosing the receipt, whether past or prospective, of such
consideration and the amount thereof."
12. Ownership of Information. MPI will receive information concerning CENTREX
and MPI will create advertising and other promotional materials for the
benefit of CENTREX. MPI agrees that all such material belongs to and are
the property of CENTREX. Likewise, MPI maintains certain information
regarding potential investors that it considers to be proprietary. CENTREX
agrees not to disclose or use any such information only in the furtherance
of its business, provided that CENTREX investor information shall not be
deemed for any purpose to belong to MPI.
13. Short Sales. MPI, it's officers, directors, employees, affiliates and
related parties (including all family members) shall not under any
circumstances engage either directly or indirectly in short sales of the
Companies stock. MPI shall not direct any third parties to short sales of
CENTREX's stock.
14. Assignment. No part of this Agreement shall be assignable. MPI may not
transfer any portion of it's rights, obligations or duties under this
contract to a third party without CENTREX's prior written consent. MPI
further agrees that it shall not engage independent contractors, to perform
any services which in any way relate to CENTREX or this Agreement without
CENTREX's prior written consent. If CENTREX gives it's written consent, all
third parties must agree in writing to be bound by the terms of this
Agreement in it's entirety. Furthermore, this Agreement is not assignable
in any part with or without CENTREX's written consent to any third parties
who have been convicted of any state or federal securities violations,
banking violations, insurance violations, fraud (bank, wire or otherwise),
money laundering, theft by deception or similar crime. A conviction shall
be meant to include any final order of a state or federal agency or any
industry self-regulatory agency, including but not limited to cease and
desist orders. In addition, this Agreement shall not be assignable to any
third parties who have had any financial license suspended or revoked for
cause. The licenses are to include all banking, securities and insurance
licenses issued by the federal government, state government or
self-regulatory agencies.
15. Term. This Agreement shall expire 2 years from the date set forth above,
unless sooner terminated by either party by it giving the other not less
than 30 days' prior written notice of termination.
16. Termination of Agreement. This Agreement shall terminate upon the
occurrence of any of the following events: (a) voluntary notice of
termination given in writing not less than 60 days by either party; (b) a
party becomes legally or practically unable to perform its obligations
hereunder; and (c) for cause. "Cause" shall mean (i) material breach of
this Agreement; (ii) misrepresentation of a material fact; (iii) omission
of
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a material fact; (iv) willful misconduct; (v) material negligence; and (vi)
failure to comply with an applicable law, rule or regulation. In the event
of a proposed termination for cause, notice of the facts and circumstances
surrounding the alleged cause shall be given to the other party and the
party against whom a termination for cause is asserted shall be provided
with an opportunity to present a response to the alleged reason for cause
and to cure the cause within 20 days. If not so cured, the party against
whom a cause is asserted shall be entitled to no further benefits under
this Agreement and shall immediately return all client lists, client files,
manuals, documents, files, reports, property and equipment relating to or
owned by the other and all other Confidential Information (as described
above).
17. Return of Compensation in the event of Termination. If the Agreement is
terminated for any of the reasons set forth in paragraph thirteen (13)
above, MPI's compensation shall be calculated on a pro-rata basis, without
allowance for expenses. After the pro-rata share is deducted from the total
compensation of this Agreement, the remainder of shares and options, or the
fair market value of such shares and options shall be transferred to
CENTREX within fifteen (15) days of termination.
18. Remedies. Each party shall be entitled to exercise all remedies available
to it under a law or in equity in the event the other party breaches its
obligations hereunder. The remedies set forth herein are cumulative, may be
exercised individually or together with one or all other remedies and are
not exclusive but instead are in addition to all other rights and remedies
available to the parties at law or in equity in the event the other party
breaches its obligations hereunder.
19. Miscellaneous.
(a) Notices. Any notice, request, demand or other communication required
to be made or which may be given to either party hereto shall be
delivered by certified U.S. mail, postage prepaid, to that party's
attention at the address set forth below or at such other address as
shall be changed from time to time by giving notice hereunder.
(b) Entire Agreement. This document constitutes the complete and entire
employment agreement between the parties hereto with reference to the
subject matters hereof. No statement or agreement, oral or written,
made prior to or at the signing hereof, and no prior course of dealing
or practice by either party shall vary or modify the written terms
hereof.
(c) Headings. The headings and captions contained in this Agreement are
for ease and convenience of reference only and shall not be deemed for
any purpose to affect the substantive meaning of the rights and duties
of the parties hereto in any way.
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(d) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.
(e) Counterparts. This Agreement may be executed in multiple counterparts,
each of which has the same text and each of which shall be deemed an
original for all purposes, but together they constitute one single and
the same agreement.
(f) Amendments. This Agreement may be amended only by a written document
signed by the parties and stating that the document is intended to
amend this Agreement.
(g) Applicable Law. This Agreement shall be governed by and construed in
accordance with Oklahoma law.
(h) Disputes. All disputes not resolved by mutual agreement within 60
days, or such longer time as the parties mutually agree, shall be
submitted to binding arbitration pursuant to the Commercial Rules of
Arbitration of the American Arbitration Association. All arbitration
hearings shall be held in Tulsa, Oklahoma. The parties agree to be
finally bound by all arbitration awards to the extent permitted by
law. In any dispute or proceeding to construe this Agreement not
resolved by final arbitration or to enforce an arbitration award, the
parties expressly consent to the exclusive jurisdiction of state and
federal courts in Tulsa County, Oklahoma, the principal place of
business of both MPI and CENTREX. The prevailing party in any suit
brought to interpret this Agreement shall be entitled to recover
reasonable attorney's fees and expenses in addition to any other
relief which it is entitled.
(i) Additional Documents. The parties hereto shall enter into and execute
such additional agreements, understandings, documents or instruments
as may be necessary to implement the intent of this Agreement.
(j) Cumulative Remedies. The remedies of the parties as set forth herein
are cumulative and may be exercised individually or together with one
or all other remedies, and are not exclusive but instead are in
addition to all other rights and remedies available to the parties at
law or in equity.
(k) Severability. If any provision of this Agreement or the application
thereof to any person or circumstances shall be held invalid or
unenforceable to any extent, the remainder of this Agreement and the
application of such provisions to other persons or circumstances shall
not be affected thereby and shall be enforced to the greatest extent
permitted by law.
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(l) Waiver. The failure of a party to enforce any provision of this
Agreement shall not constitute a waiver of such party's right to
thereafter enforce such provision or to enforce any other provision at
any time.
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to
be executed effective this 20th day of February, 2000.
CENTREX, INC. MORGAN-PHILLIPS, INC.
BY___________________________ BY________________________________
GIFFORD M. MABIE, PRESIDENT RAY LARSON, MANAGING DIRECTOR
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