Exhibit 10.13
Aurelius Consulting
Group, Inc
Marketing
Agreement
This AGREEMENT (the
“Agreement”) made and entered into this __ day of
September 2004, by and between Aurelius Consulting Group, Inc.,
located at Maitland City Plaza, 225 S. Swoope Ave, Suite 214,
Maitland, Florida 32751 (hereinafter referred to as
“ACG“) and AXM Pharma, Inc.. (hereinafter referred to
as the “Company”), located at 4695 MacArthur Court, 11
th Floor, Newport Beach, CA 92660
WITNESSETH:
For and consideration of the mutual
promises and covenants contained herein, the parties hereto agree
as follows:
1. EMPLOYMENT
The Company hereby hires and employs ACG
and employs ACG as an independent contractor; and ACG does hereby
accept its position as an independent contractor to the Company
upon the terms and conditions hereinafter set forth. It is
acknowledged and agreed by the Company that ACG carries no
professional licenses, and is not rendering legal advice or
performing accounting services, nor acting as an investment advisor
or broker/dealer within the meaning of the applicable state and
federal securities laws.
2. TERM
The initial term of this Agreement shall
be for twelve (12) months (“Term”) from the date
written above, but under the provision set forth in Section
3.6.
3. DUTIES AND OBLIGATIONS OF
ACG
ACG shall provide the following services
and have the following duties and obligations under this
Agreement.
·
Specialist Marketing Team
·
Retail, Institutional, Analyst coverage
·
Website Presence
·
Aurelius Profile and Research Links
·
Bi-Monthly Featured Stock Page on Corporate
Website
·
E-mail campaign (bi-monthly)
·
Aurelius Micro-Cap Newsletter (one issue)
Maitland City Plaza, 225
S. Swoope Ave., Suite 214, Maitland, Florida 32751 (407)-644-4256,
fax: (407) 644-0758
ACG agrees that it will
only communicate regarding The Company to licensed brokerage
professionals and will not engage in any solicitation of the public
with regard to The Company or its securities. Notwithstanding
the foregoing, ACG may provide approved information regarding the
Company (i) in response to unsolicited inquiries by the
Company’s shareholders; (ii) to valid trade and industry
publications, newspapers and periodicals; and (iii) otherwise
engage in communications which are normal and customary for an
investor relations firm and which do not involve solicitation of
investors in connection with its role as an investor relations firm
for the Company. ACG further agrees that it will only
disclose information specifically provided to it by the Company
regarding The Company for dissemination and will keep confidential
any information marked as such by The Company. ACG agrees
that it will not make any undisclosed payments to brokers or others
and will generally act within the letter and the spirit of U.S.
securities laws, rules and regulations at all times.
Neither the ACG nor any
of its principals is subject to any sanction or restriction imposed
by the SEC, the NASD, any state securities commission or
department, or any other regulatory or governmental body or agency,
which would prohibit, limit or curtail the ACG’s execution of
this Agreement or the performance of its obligation
hereunder.
3.1 Progress Reports : ACG
will provide AXM PHARMA with a detailed quarterly progress
report. The report will include buying activity generated by
ACG’s efforts; analysts, stockbrokers, media, and
fund managers contacted; due diligence packages sent; and general
market feedback and shall contain a written affirmation from the
Consultant that it is in compliance with the terms of this
Agreement on the date of such report.
3.2 ACG will introduce the Company to its
broker network; disseminate information about the company; quantify
book buying activity; and as appropriate organize
teleconferences, city-wide broker conferences, and
on-site due diligence meetings with select groups of brokers,
micro-cap analysts and fund managers; and focus on creating
consistent increases in daily trading activity.
3.3 ACG will be available to the Company
to field any calls from firms, individual investor
