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Investor Relations Retainer Agreement


Investor Relations Retainer Agreement between public company and investor relations firm. Includes restricted stock issuance.

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									                          INVESTOR RELATIONS AGREEMENT

       This Investor Relations Consulting Agreement (the “Agreement”), effective as of
                             is entered into by and between

                (the “Client”) and
                                                       (the “IR Counsel”).


A. The Client seeks to engage the services of IR Consultant to assist the Client in its efforts to
   gain greater recognition and awareness among investors in the public capital markets.

B. The Client is familiar with IR Counsel and IR Counsel’s expertise.

C. The parties acknowledge and agree that IR Counsel has completed a preliminary review and
   evaluation of the Client and the challenges facing the Client in the investor relations area;

        This agreement is intended to memorialize the duties and responsibilities of the parties
with respect to such services and Information (as defined below) concerning the Client.

The terms of the engagement are as follows:

     1.Base Retainer Fee and Other Financial Considerations:

   a) At the rate of $__________ per month for the initial year of the agreement.

   b) Additional Compensation — In addition to the monthly retainer, Client agrees to issue to
      IR Counsel, promptly following the execution of this Agreement by the parties,
      ________ restricted shares of the Client’s common stock, which shall be subject to the
      rights and restrictions of Rule 144 (the “144 Restricted Shares”). The certificate for the
      144 Restricted Shares shall bear the Client’s standard Rule 144 restrictive legend. IR
      Counsel acknowledges that the 144 Restricted Shares shall not be registered for resale by
      the Client and may therefore only be sold in accordance with the rights and restrictions of
      Rule 144.

     2.Other Fee Matters.

Should the Client require additional financing, IR Counsel has relationships with merchant and
investment bankers, private placement professionals and other intermediaries available to the
Client for the solicitation of funds. To the extent that Client specifically requests IR Counsel to
assist it in procuring such additional financing, then the terms of such retention shall be
negotiated at such time. IR Counsel acknowledges that Client currently has, and from time-to-
time may continue to enter into financing arrangements with third parties without any
involvement by IR Counsel.
     3.IR Counsel Duties.

In its role as investor relations firm for the Client, IR Counsel shall assist the Client with the
following activities:

   a) Analyze the Client's business and industry, following which a comprehensive fact sheet
      summarizing the Client's corporate and financial profile will be created and/or revised for
      distribution to investment professionals and the press. Client shall be responsible for the
      accuracy of the statement therein and shall hold IR Counsel harmless from and against
      any claims relating thereto. IR Counsel shall advise and assist the Client in distributing
      the profile utilizing IR Counsel’s relationships, including the Dow Jones wire service and

   b) Counsel the Client in its overall activities with the financial community through
      consultation with its management.

   c) Prepare/revise, along with management, presentation materials for meetings with the
      investment community.

   d) Establish a mailing list of financial contacts for the benefit of Client, and maintain and
      update the list. This mailing list shall be utilized by Client at any time during the term of
      IR Counsel’s engagement but shall remain the sole property of IR Counsel. However,
      any shareholder or other names given to IR Counsel by Client shall remain the sole
      property of the Client. All names acquired by IR Counsel in the course of its activities
      for the Client will be supplied to the Client on written request made during the
      engagement period. IR Counsel represents that any names or contact information
      provided to IR Counsel by it or its agents or representatives shall not include any
      individuals that have requested not to be contacted, including, without limitation
      individuals that have been listed on any state or federal so called “do not call list”.

   e) IR Counsel will endeavor to arrange meetings with qualified brokers, money managers,
      portfolio managers, etc. in regional financial centers such as ___________________
      City, Boston, Los Angeles, San Francisco, Chicago, Minneapolis and Philadelphia. In
      addition, IR Counsel will use its best efforts to arrange to have Client present at
      appropriate investor conferences.

   f) If requested by the Client, arrange and host investor and shareholder conference calls
      from time-to-time as the Client may deem appropriate.

   g) IR Counsel shall directly handle all shareholder calls and inquiries on behalf of the
      Client. IR Counsel shall provide the Client with telephone numbers and e-mail addresses
      that shareholders can use for purposes of such inquiries.

     4.Representations and Warranties of IR Counsel.
In performing its duties hereunder, IR Counsel 
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