Exhibit 10.6
INVESTOR RELATIONS AGREEMENT
Between Phoenix Resources Technologies, Inc. (hereafter "Company")
15945 Quality Trail North
Scandia, MN 55073
United States
and Teamwork Kommunikations, GmbH (hereafter "Teamwork")
Grosse Bleichen 32
D-20354
Hamburg, Germany
Whereas, the Company desires investor relations representation in Germany, once
it has achieved listing approval for the Third Segment of the Frankfurt Stock
Exchange (Freiverkehr); and,
Whereas, Teamwork desires to enter into an Investor Relations Agreement for
disseminating investor relations (I.R.) information and creating awareness of
the Company exclusively in the European financial community. None of these
services will be performed in the US or any US territories.
NOW THEREFORE, in consideration of the foregoing and the mutual promises herein
set forth, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Once the Company has achieved listing approval on the Third Segment of the
Frankfurt Stock Exchange (Freiverkehr), Teamwork will distribute and disseminate
information provided by the Company to existing and potential shareholders in
Europe.
2. The Company will make a good faith effort to keep Teamwork informed and
advised about all public information available about the Company which
information will be the source of information will be used for dissemination and
translation to shareholders or other interested parties in Europe.
3. The Company agrees to inform Teamwork of all relevant filings made by the
Company with the Securities and Exchange Commission, NASD or other Stock
Exchanges, immediately upon filing and to provide an online link to the entire
filing to Teamwork which can then be downloaded or printed.
4. Teamwork will provide such services during the twelve-month period following
the approval of the listing which services shall include:
(a) Creating and increasing exposure to the European community through
stories and editorial articles which may be placed in newspapers,
business publications and financial media.
(b) Translating and distributing the Company's press releases to
target groups such as: communication publications, journalists
from software/Internet-
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technical publications (if applicable), business press, press
agencies, free editors, Web editors and institutional and private
investors.
(c) Creating an Internet presence in Europe by disseminating the
Company's research reports, press releases and Website location to
various financial and industry-related directories including one
of Germany's most popular portals (over 800,000 registered
European subscribers).
(d) Creating a research report, in German, explaining the facts and
vision of the company. This research report will be distributed in
hard copy to over 1500 sophisticated investors. The research
report will also be posted and available to download on
www.germany.net along with a graphic supplied by the Company's,
which will be a link to the Company's corporate Website.
(e) Handling European investor and potential investor calls and
inquiries about the company.
(f) Generating awareness and understanding of the Company among
members of the European financial community -- traders, analysts,
press editors, portfolio managers, brokers and individual
investors; the business community and the general public.
(g) Advertorials: Several "Tombstone-Ads" will be booked to create
interest in the Company in a way that investors can get a free
copy of the research report mentioned above. This will be done in
several different media and will be over a period of 16 weeks.
These ads will be run in the following 4 German media: (DER
AKTIONAR, BorseOnline, Das Wertpapier, Euro am Sonntag for a total
of 4 targeted ads (approximately (1) ad every week for the first
four week of this contract).
5. The Company's personnel will be available to representatives of
Teamwork for periodic updates, upon reasonable notice.
6. Teamwork's remuneration for the above services outlined will be as
follows:
(a) Upon approval of listing on the Third Segment of the Frankfurt Stock
Exchange (Freiverkehr), $10,000 USD in cash and,
(b) $3,000 USD per month thereafter commencing on the first business day of
the month following listing approval and continuing for a total of ten
consecutive months making the total payment to Teamwork $40,000 USD.
All payments must be wired on the first business day of the month and
wired to:
Bank of New York, New York
ABA # 021000018
For Account: 8900266988
Hamburger Bank
Further credit to: TeamWork Kommunikations, GmbH
Account # 1022504
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7. Special Optional Services: All road show presentations will be at the
Company's request and billed separately at $4,500 USD per location
(Germany/Switzerland). Each presentation is usually a luncheon for up
to approximately 40 invited guests/investors. Also, related cost such
as travel and expenses are approximately $1,500 USD per presentation,
for a total cost to the Company of $6,000 per location. We highly
recommend at least two (2) road-show presentations per year.
8. Indemnification. The Company agrees to indemnify and hold Teamwork, its
attorneys and all of its officers, directors, employees, affiliates and agents
harmless from and against any and all manner of actions, causes of action,
claims, demands, costs, damages, liabilities, losses, obligations and expenses
(including actual attorneys' fees) arising or resulting from or related to
Teamwork's performance of the services pursuant hereunder, unless they are due
to breach of this agreement or gross negligence or willful misconduct of
Teamwork. Teamwork agrees to indemnify and hold the Company, its attorneys and
all of its officers, directors, employees, affiliates and agents harmless from
and against any and all manner of actions, causes of action, claims, demands,
costs, damages, liabilities, losses, obligations and expenses (including actual
attorney's fees) arising or resulting from or related to Teamwork's performance
of the services pursuant hereunder, unless they are due to misrepresentations or
breach of this agreement by the Company.
9. Teamwork agrees to use a disclaimer, similar to the disclaimer set forth
below, as may be required by German law in the research report, Advertorials and
other investor relations materials it disseminates.
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This material is provided for informational purposes only and is not an
offer or solicitation to sell or purchase securities and should not be
construed as investment advice. Distribution or duplication of this
material is strictly prohibited in the United States. This information is
not for distribution or release in the United States and is restricted to
distribution in Germany to German residents and citizens only. This
information is not for distribution or release to U.S. residents or
citizens.
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10. Law, Forum and Jurisdiction. This agreement shall be construed and
interpreted in accordance with the laws of the state of Minnesota. The parties
agree that any dispute arising under or with respect to or in connection with
this agreement, whether during the term of this agreement or at any subsequent
time, shall be resolved fully and exclusively by binding arbitration or
litigation proceedings taking place in a court of competent jurisdiction in
Minnesota.
11. Attorneys' Fees. In the event that any party institutes any action to
enforce this Agreement or to secure relief from any default hereunder or breach
hereof, the prevailing party shall be entitled to reimbursement from the
non-prevailing party for all costs, including reasonable attorney's fees,
incurred in connection therewith and in enforcing or collecting any judgment
rendered therein.
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12. Confidentiality. The Company and Teamwork agree that unless and until
mutually agreed upon, they and their representatives will hold in strict
confidence all data and information obtained with respect to the other party or
any subsidiary thereof from any representative, officer, director or employee,
or from any books or records or from personal inspection, of such other party,
and shall not use such data or information or disclose the same to others,
except:
(i) to the extent such data or information are a matter of public
knowledge or are required by law to be published; and,
(ii) to the extent that such data or information must be used or
disclosed in order to consummate the transactions contemplated by this
Agreement.
13. Entire Agreement. This agreement represents the entire agreement between the
parties hereto relating to the subject matter hereof. This agreement alone fully
and completely expresses the agreement of the parties relating to the subject
matter hereof and there are no other courses of dealing, understandings,
agreements, representations or warranties, written or oral, except as set forth
herein. This Agreement may not be amended or modified, except by a written
agreement signed by all parties hereto. This agreement may be executed in
multiple counterparts, each of which shall be deemed an original and all of
which taken together shall be but a single instrument.
14. Teamwork acknowledges that it is solely responsible to be aware of all laws
applicable to the fulfilling of this Agreement and to abide by those laws.
Wherefore, the parties have executed this Agreement this 21st day of April,
2000.
TeamWork Kommunikations, GmbH Phoenix Resources Technologies, Inc.
By: /s/Sven Joesting By:/s/ Ben Traub
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Sven Joesting Ben Traub
Its: Managing Director Its: President
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