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EXHIBIT 99.2
VOLLMER
PUBLIC RELATIONS
MARKETING COMMUNICATIONS
CORPORATE COMMUNICATIONS
INTERACTIVE MARKETING
908 Travis
Suite 501
Houston, Texas 7702
TEL: (713) 546-2230
FAX: (713) 546-2231
www.vollmerpr.com
May 2, 2000
Mr. Rick Hansen
Elite Logistics Services, Inc.
Petro Chem Building
1201 N. Avenue H
Freeport, TX 77541
Dear Rick:
This letter, when signed by an authorized agent of Elite
Logistics Services, Inc., confirms that Vollmer Public Relations,
Inc. has been retained to implement public relations activities
and counsel for Elite Logistics Services, Inc. effective February
25, 2000
As of the effective date, Vollmer Public Relations will bill
Elite Logistics Services, Inc. for agency time. Time is billed at
the hourly rate of the account person as per the schedule below:
Title Hourly Rate
Senior Management $250
Vice President $205
Management Supervisor $175
Account Supervisor $145
Sr. Account Executive $120
Account Executive $105
Creative Services $ 90
Assistant Account Executive $ 85
Administrative $ 40
Expenses will be billed separately. Vollmer Public Relations
agrees to make no purchases or commitments without authorization
from Elite Logistics Services, Inc. to be given verbally with a
written follow-up as requested. Invoices for public relations
activities and expenses are issued by the 10"' of the month and
due upon receipt.
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ELITE LOGISTICS SERVICES, INC.
May 2, 2000
Page 2
Vollmer agrees to not exceed the attached budget by more
than 10%. Should the scope of the work change or additional
projects need marketing communications attention, additional
budgets will be addressed on a project by project basis.
As Elite Logistics Services, Inc. is publicly traded company
over the counter on the NASDAQ exchange, Vollmer and Elite
Logistics Services, Inc. agree one half of all fee charges will
be paid in Elite Logistics Services, Inc. common stock. The value
of the stock issued will be as of the close of market the 15" of
the month in which the Vollmer invoice is issued. In the event
the 15th is not a trading day the value will be determined as of
the close of market the nearest trading day prior to the 15"' of
the month Vollmer acknowledges that stock issued to it hereunder
is restricted and realizes that unless and until such shares are
registered it may dispose of such shares only if an exemption
from registration is available. Vollmer is not acquiring shares
for the purposes of making a distribution of Elite shares and has
obtained all information regarding Elite and its stock that it
requires.
In the event that Elite files a registration statement,
Elite will include all shares issued to Vollmer under this
agreement in the registration. If a proposed registration relates
to an underwritten public offering then (i) Elite shalt be
required to include such shares in the registration statement
only if Vollmer agrees to sell such shares on terms satisfactory
to the underwriters for such public offerings, and (ii) if in the
opinion of the managing underwriter the inclusion in the proposed
underwriting of such shares therein would not prevent such
offering from being successful. In connection with any
registration statement, Vollmer will reasonably cooperate with
Elite and any underwriter. Elite will not be required to register
shares which are otherwise tradable, for example, pursuant to
Rule 144.
Vollmer and from Elite Logistics Services, Inc. agree that
all expenses and production charges wilt be paid in cash as per
the terms of this agreement as follows,
Production of collateral items such as photography and
printing associated with public relations activities are
commissionable to the client at the standard agency rate of 17.65
percent. Out-of-pocket expenses (long-distance telephone, travel,
postage, courier services and the like) will be billed directly
to the client.
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ELITE LOGISTICS SERVICES, INC.
May 2, 2000
Page 3
Should the client assign special projects, that are above
and beyond the agreed scope of work (see attached proposal),
additional fee and expenses will be estimated based on the task
and approved by the client in writing in advance of any work
taking place.
In the unlikely event chat an invoice remains unpaid for
more than 90 days after its issuance, we reserve the right to
charge you 10% interest and/or our reasonable attorneys' fees
should collection efforts be necessary.
Vollmer Public Relations, its owners, officers, employees,
agents and representatives shall not disclose or cause to be
disclosed to any third party any information herein defined or
subsequently deemed confidential. Confidential Information shall
include, but is not limited to, public relations plans, marketing
plans, marketing information, marketing projection, marketing
timetables, operation methods, specifications, know-how,
techniques, manuals, intellectual property, and the like both
written and unwritten (Confidential Information), which may be
given or shown to or to which Vollmer will be granted access by
Elite Logistics Services, Inc., any of its subsidiaries,
affiliates, associates, suppliers, franchisees or any of their
agents, employees or representatives.
However, Confidential Information shall not include any.
information which:
* is approved for release by written authorization of
Elite Logistics Services, Inc.; or
* is disclosed to the public pursuant to a requirement of
a governmental agency or disclosure is required by
operation of law.
Elite Logistics Services, Inc. agrees to defend and
indemnify Vollmer against any loss or reasonable expense,
including reasonable attorneys' fees, costs and time charges that
we may incur as the result of any claim, suit or proceeding
brought or threatened against us arising out of assertions made
for your products or services or about any' products or services
of your competitors in any materials which we may prepare for
you, if the assertions are based on information or date supplied
to us by or through you, or which you approve, Elite Logistics
Services, Inc, shall similarly defend and indemnify Vollmer for
any claim arising out of the nature or use of your products or
services.
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ELITE LOGISTICS SERVICES, INC.
May 2, 2000
Page 4
We shall defend and indemnify you against any loss or
reasonable expense, including reasonable attorneys' fees and
costs you may sustain as the result of any claim, suit or
proceeding brought or threatened against you pertaining to libel,
slander, defamation, copyright infringement, invasion of privacy,
piracy and/or plagiarism, except to the extent that such claims
arise from information or materials provided by our through you.
The Laws of the State of Texas shall govern this agreement
and this agreement shalt be performable in Harris County, Texas.
This agreement shall remain in force six months from the
effective date. Either party can terminate this agreement
effective 30 days from written notification of such termination
provided that, upon written notice of termination by Elite
Logistics Services, Inc., Vollmer will promptly cease public
relations activities if so requested.
ACCEPTED AND APPROVED FOR VOLLMER PUBLIC RELATIONS, INC.
By: /s/ Allen B. Candle 5-2-00
(Authorized Agent) Date
ACCEPTED AND APPROVED FOR ELITE LOGISTICS SERVICES, INC.
By: /s/ Richard Hansen 5-3-00
(Authorized Agent) Date
