INVESTOR RELATIONS
AGREEMENT
THIS INVESTOR RELATIONS AGREEMENT (the “ Agreement
”) is made and entered into effective November 14, 2008 by
and between Two Eight, Inc. (the “ Consultant
”), whose principal place of business is 5318 East 2nd
Street, Suite 680 , Long Beach, California 90803, and
IdeaEdge, Inc., a Colorado corporation (the “ Client
”), whose principal place of business is 6440 Lusk Blvd.,
Suite 200, San Diego California 92121.
WHEREAS, Consultant provides investor relations services for
publicly traded companies; and
WHEREAS, the Client deems it to be in its best interest to retain
Consultant to render to the Client such services as may be needed,
and Consultant is ready, willing and able to render such consulting
services to the Client.
NOW THEREFORE, in consideration of the mutual promises and
covenants set forth in this Agreement, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
1.
Investor Relations Services
. The Client hereby retains Consultant as
an independent consultant to the Client and Consultant hereby
accepts and agrees to such retention. The parties agree that
Consultant shall be ultimately responsible for the provision of the
services hereunder, but that Consultant may contract with
independent contractors to provide certain services hereunder.
The services provided by the Consultant shall include the
following pursuant to the terms and conditions of this Agreement:
(i) assist the Company with the development and creation of
materials and communications tools to create awareness of the
Company in the investment community and to promote positive
relations between the Company and the investment community; (ii)
assist the Company with the development and drafting of press
releases; (iii) identify opportunities and coordinate the
Company’s participation in investor conferences and industry
interviews; (iv) assist the Company with communications to its
shareholders and to develop strategies for broadening the
Company’s investor base; (v) assist the Company with any due
diligence requests from potential investors; and (vi) such other
investor relations activities as requested by the Company and
reasonably related to the above described activities. In no
event shall Consultant disclose any non-public information
regarding the Company, or make any statements regarding the Company
or its business which are not substantiated by the Company’s
public filings.
2.
Independent Contractor
. Consultant agrees to perform its
consulting duties hereto as an independent contractor. Nothing
contained herein shall be considered to as creating an
employer-employee relationship between the parties to this
Agreement. The Client shall not make social security,
worker’s compensation or unemployment insurance payments on
behalf of Consultant. The parties hereto acknowledge and agree that
Consultant cannot guarantee the results or effectiveness of any of
the services rendered or to be rendered by Consultant. Rather,
Consultant will use its best efforts and does not promise
results.
3.
Time, Place and Manner of
Performance . The Consultant
shall be available for advice and counsel to the officers and
directors of the Client as such reasonable and convenient times and
places as may be mutually agreed upon.
4.
Term of Agreement
. The term of this Agreement shall be
until December 31, 2008, subject to prior termination as
hereinafter provided.
5.
Compensation .
Consultant shall be responsible for all
costs incurred in providing the services. Client shall pay
Consultant One Hundred Thousand Dollars ($100,000) for its services
hereunder.
6.
Termination .
(a)
Consultant’s relationship with the
Client hereunder may be terminated for any reason whatsoever, at
any time, by Client, upon three (3) days written prior
notice.
(b)
This Agreement may be terminated by
either party upon giving written notice to the other party if the
other party is in default hereunder and such default is not cured
within thirty (30) days of receipt of writt
