Exhibit 4.2
BUSINESS CONSULTING SERVICES CONTRACT
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THIS AGREEMENT made as of the 18th day of November, 2002
BETWEEN: ▇▇▇▇▇▇▇ ▇. Doppler, a private businessman and independent
consultant, with offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(hereinafter referred to as "Doppler")
OF THE FIRST PART
AND: Immediatek, Inc., a business established pursuant to the laws of
the State of Texas, having executive offices at Suite 1200,
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
(hereinafter referred to as "Immediatek")
OF THE SECOND PART
WHEREAS:
A) Immediatek wishes to hire Doppler to provide certain business consulting
services to Immediatek (as further detailed in Section 2 below), and that
Doppler has agreed to provide said services to Immediatek on a consulting
basis, and that Doppler is qualified to render the aforesaid services;
B) Doppler has indicated its willingness to accept and undertake the duties
and responsibilities on the terms and conditions set out herein, and will
perform said duties and responsibilities as an independent contractor to
Immediatek; and,
C) The parties have agreed that the terms and conditions of such contractual
work will be as hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants and agreements hereinafter contained, that the parties have
agreed as follows:
1. TERM
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Subject to the provisions contained herein, the duration of this Agreement (the
"Term") shall be for twelve (12) months unless terminated or renewed in
accordance with the terms and provisions of this Agreement. The Agreement may
be cancelled by either Party, provided that thirty (30) days advance written
notice is given.
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2. SERVICES / SCOPE OF WORK TO BE PERFORMED
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Doppler is hereby engaged by Immediatek in a business consulting / advisory
capacity for the Term of the Agreement.
Doppler agrees to provide to Immediatek, on a best-efforts basis, such services
to Immediatek so as to advise Immediatek in business development, business
strategy and corporate image. Without limiting the generality of the foregoing,
Doppler will also assist Immediatek in developing, studying and evaluating
acquisition proposals, prepare reports and studies thereon when advisable, and
assist in matters of corporate strategy and discussions pertaining thereof.
Nothing contained herein constitutes a commitment on the part of Doppler to find
an acquisition target for the Company or, is such target is found, that any
transaction will be completed. This Agreement is not a contract for listing
services, and nothing in this Agreement will require Doppler to negotiate on
behalf of Immediatek with corporations that are involved with listings or making
a market in corporate securities in the OTC markets. Doppler would undertake
such services under the direction of Immediatek's CEO.
Lastly, Doppler agrees to use his best efforts to perform the services required
under this Agreement.
3. REMUNERATION
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Immediately upon signing this Agreement, Immediatek shall issue to Doppler the
sum of eleven million, three hundred thirty three thousand, three hundred
thirty-three (11,333,333) free-trading S-8 common shares of Immediatek (the
"Shares"), said sum (the "Fee") to represent the full cost of the work program
outlined herein. The Fee shall be issued to Doppler in the form of an
unrestricted stock certificate prior to Doppler beginning work pursuant to this
Agreement.
Immediatek warrants to Doppler that the Shares representing said Fee may not,
under any circumstances, be cancelled or revoked.
Collectively, this Fee shall represent full and complete payment of all
professional fees, expenses and sub-contracting wages to be incurred by Doppler
in completion of his services pursuant to this Agreement.
4. GOVERNING LAW
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All matters arising out of this Agreement shall be determined and decided under
the laws, regulations and rules of the State of Colorado.
5. ARBITRATION
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If a dispute should arise under any of the terms of this Agreement, both parties
agree to submit the matter to Binding Arbitration according to the rules of the
American Arbitration Association. In
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this regard, a request by either party for arbitration shall be binding on the
other. Arbitration shall take place in the state of Colorado before a one-
arbitrator panel sitting in Jefferson County, Colorado.
6. HEADINGS
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The headings used in this Agreement are for ease of reference only and shall not
affect the meaning or the interpretation of this Agreement.
7. NO PARTNERSHIP
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Nothing in this Agreement or in the relationship of the parties hereto shall be
construed as in any sense creating a partnership among the parties or as giving
to any party any of the rights or subjecting any party to any of the creditors
of the other party.
8. NO ASSIGNMENT
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Neither party hereto may assign his or its rights or obligations under this
Agreement without the prior written consent of the other party hereto.
9. SURVIVAL
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Each party hereby agrees that all representations, warranties and other
provisions contained in this Agreement shall forever survive the execution and
delivery of this Agreement.
10. SEVERABILITY
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The invalidity or non-enforceability of any provision in this Agreement shall
not affect the validity or enforceability of any other provision or part of
this Agreement, and the parties hereby undertake to re-negotiate in good faith
any such invalid or unenforceable provision, with a view to concluding valid
and enforceable arrangements as nearly as possible the same as those contained
in this Agreement.
11. ENTIRE AGREEMENT
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The provisions contained in this Agreement constitute the entire agreement
between the parties with respect to the subject matter and supersede all prior
communications, proposals, representations and agreements, whether oral or
written, with respect to the subject matter of this Agreement.
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12. NOTICES
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All notices, demands and payments under this Agreement must be in writing and
sent by certified mail, or may be delivered personally or by facsimile
transmission to the addresses as first written above.
13. AMENDMENTS
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No term or provision hereof may be amended except by an instrument in writing
signed by all of the parties to this Agreement.
14. COUNTERPARTS
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This Agreement may be executed in several counterparts (including by fax), each
of which when so executed shall be deemed to be an original and shall have the
same force and effect as an original and such counterparts together shall
constitute one and the same instrument.
15. DISCLOSURE
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In consideration of the confidential nature of the business contemplated herein,
Doppler and Immediatek agree not to disclose or otherwise reveal to any third
party any information pertaining to either Doppler or Immediatek business
activities without prior written permission, except as may be required by law.
16. REGULATORY APPROVAL
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This Agreement and the obligations herein may be subject to the prior approval
of the OTC-BB, NASD, SEC or other regulatory authorities. Furthermore, Doppler
acknowledges that Immediatek may be required by law to disclose to certain
securities regulatory authorities certain information with respect to the
business and the identity of Doppler and its principals. Doppler will complete,
sign and deliver all documentation required by applicable securities laws and
regulatory policies in connection with this Agreement, executed as and when
required.
IN WITNESS THEREOF, the authorized representatives of Doppler and Immediatek
indicate their acceptance of the terms and conditions of this Agreement as
outlined above as of the day and year first above written, and by affixing
their duly authorized signatures below, Doppler and Carnegie International
hereby agree to the full activation of this Agreement.
On Behalf of ▇▇▇▇▇▇▇ ▇. Doppler: On Behalf of Immediatek, Inc.:
/s/ ▇▇▇▇▇▇▇ ▇. Doppler /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. Doppler Name: ▇▇▇▇ ▇▇▇▇
Position: CEO
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