Exhibit 10.7
CONSULTING AGREEMENT
Between Phoenix Resources Technologies, Inc. (Hereafter "Company")
15945 Quality Trail North
Scandia, MN 55073
United States
and The Geneva Group, Inc. (Referred to as "Geneva")
600 Brickell Avenue, Suite 400
Miami, FL 33131
Whereas, The Company desires to retain the services of Geneva to secure
Dual-listing on the Third Segment of the Frankfurt Stock Exchange (Freiverkehr)
and have Geneva provide related consulting services; and,
Whereas, Geneva desires to enter into a consulting agreement to assist the
Company in listing its shares on the Third Segment of the Frankfurt Stock
Exchange (Freiverkehr).
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. Geneva, upon receipt of escrow deposit referenced in section 3(a) and all
documentation listed in Exhibit "A" attached hereto, Geneva will use its best
efforts to seek a listing of the Company's shares on the Third Segment of the
Frankfurt Stock Exchange (Freiverkehr). These listing services shall include the
following:
(a) Exchange Listing: Listing the Company's shares on the Third Segment of
the Frankfurt Stock Exchange (Freiverkehr) including all application
and filing fees and the initial cost to the Specialist firm that will
act as the Company's local Market Maker on the Exchange.
(b) Announcement: in German of your listing approval to all Free Brokers
admitted to the Frankfurt Stock Exchange and a brief summary of the
Company's business. (Usually under 400 words.)
(c) Full Press Release: Translated in German, announcing the listing
approval that is distributed through BusinessWire's European Financial
Network and our network of money managers, research firms, investors
and institutional brokers throughout the European Financial Community.
2. Geneva shall also provide consulting services during the twelve month
period following the approval of the listing which services may include:
(a) Acting as the liaison for the Company with the Specialist in Germany
concerning the listing and any follow-up matters.
(b) Introduction to an established investor relations firm in Germany and
helping structure the services that firm will provide in Europe.
(c) At Geneva's sole cost and expense it will have its attorney prepare
this consulting agreement between Geneva and the Company as well as a
public relations/investor relations contract to be executed by the
Company and the IR firm in Germany (TeamWork Kommunikations, GmbH).
(d) Evaluating and advising the Company concerning any European financing
proposals, strategic relationships and business opportunities the
Company may receive. If the Company is interested in pursuing any of
the above proposals, then a separate fee agreement for such consulting
services shall be mutually agreed upon between the parties in advance.
Any additional consulting agreements to be entered into by the parties
shall be drafted by Geneva's attorney at Geneva's sole cost and
expense.
1
<PAGE>
3. Geneva's remuneration for the above listing services outlined will be
as follows:
(A) (i) Upon the signing of this agreement the Company shall wire
$10,000 USD in cash to Joseph B. LaRocco, Esq., as Escrow
Agent. Once the Company has been approved for listing on the
Freiverkehr, Joseph B. LaRocco, Esq. shall release the $10,000
per Geneva's instructions. (ii) Within five (5) business days
after approval of listing on the Freiverkehr, the Company
shall deliver to Geneva per its written instructions 20,000
shares of restricted (Rule 144 of the Securities Act of 1933)
common stock (the "Shares") of the Company. The Shares shall
be issued to "The Geneva Group, Inc." (or its assigns) with
piggyback registration rights. Once the Shares have been
registered, or after the one year period applicable under Rule
144, which ever shall occur first, the Company shall, at its
sole cost and expense, have its attorney issue an opinion
letter for the removal of the legend and release all stop
transfer instructions on the Shares. (iii) 30 days after
approval of listing on the Freiverkehr, Company shall wire to
Geneva, per its written instructions, an additional $10,000
USD.
(B) In the event the Company has not been approved for listing on
a German Stock Exchange within 45 calendar days from the date
the escrow agent receives the $10,000 then this agreement may
be canceled by the Company and the $10,000 received in escrow
shall be returned in full, without interest, by Joseph B.
LaRocco, Esq. to the Company.
4. Indemnification. The Company agrees to indemnify and hold the escrow
agent, Geneva, 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 Geneva's
performance of the services pursuant hereunder, unless they are due to
breach of this agreement or gross negligence or willful misconduct of
Geneva. Geneva 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 Geneva's performance of the services
pursuant hereunder, unless they are due to misrepresentations or breach
of this agreement by the Company.
5. Law, Forum and Jurisdiction. This agreement shall be construed and
interpreted in accordance with the laws of the State of Florida. 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 in accordance with the commercial
rules then in force of the American Arbitration Association and the
proceedings taking place in Miami, Florida.
6. Attorney's 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.
7. Confidentiality. The Company and Geneva 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.
2
<PAGE>
8. 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.
Wherefore, the parties have executed this Agreement this 24th day of March 2000.
The Geneva Group, Inc. Phoenix Resources Technologies, Inc.
By: /s/ Michael Bardakjy By: /s/ Ben Traub
--------------------- ---------------------
Michael Bardakjy Ben Traub
Its: President Its: President
/s/ Joseph B. LaRocco, Esq.
---------------------------------------
Joseph B. LaRocco, Esq. as Escrow Agent
3
<PAGE>
EXHIBIT "A"
Information required for listing approval on the Third Segment of the
Frankfurt Stock Exchange:
1. The Company's latest Form 10K or Annual Report
2. Corporate brochure or corporate overview (if available)
3. Last 6 months press releases
4. Copies of any media or analyst reports (if available)
5. Standard & Poor listing sheet (if available)
6. A letter on the Company's letterhead addressed to the specialist firm in
Germany indicating the Company's agreement for listing their shares on a German
Stock Exchange. A sample letter will be sent to the Company after execution of
this agreement.
4
