EXHIBIT 4.1
CONSULTING SERVICES CONTRACT
WITH NEVADA REGISTRATION SERVICES
This consulting services agreement ("Consulting Agreement") is
made as of this 10th day of February, 2001, by and between the
undersigned Registration Services of Nevada, Inc. ("Consultant"), with an
office located at
▇▇▇ ▇ ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ , and Nutek
Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (referred to
herein as the "Company"), with Consultant and Company collectively
sometimes herein referred to as the "Parties". The Parties hereto, for
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:
WHEREAS, the Company (a Nevada corporation) is a fully reporting
company whose securities are traded on the Over-the-Counter Bulletin
Board under the ticker symbol "NUTK"; and
WHEREAS, Registration Services of Nevada, Inc. is in the business of
consulting with private and public companies regarding issues of business
development, management reorganization, spin-offs, and merger and acquisition
strategies;
WHEREAS, the Company wishes to retain the Consultant on a non-
exclusive basis; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain the Consultant to provide general
corporate consulting services which may include, but not be limited to:
assistance in the preparation and organization of corporate and financial due
diligence material, assistance with corresponding with the Company's
accountants, auditors and legal counsel, and assistance with general filings in
accordance with the Rules and Regulations of the Securities and Exchange
Commission. The filings to be worked on by the Consultant may include, but not
be limited to filings such as Form 10Q-SB, Form 8K, Form 10K-SB, Proxy
Material, Form S-8, etc. The Consultant shall agree to make himself available
for the foregoing purposes and devote such business time and attention thereto
as it shall determine is required.
The Company understands that any and all suggestions, opinions or
advice given to the Company by Consultant are advisory only and the ultimate
responsibility, liability and decision regarding any action(s) taken or
decisions made lies solely with the Company and not with Consultant.
2. Term. The term of this Consulting Agreement shall be from the
date hereof until the end of the fiscal year 2001 (the "Term").
3. Compensation. As compensation for entering into this Consulting
Agreement and for services rendered over the Term, the Consultant shall
Be issued Six Hundred and Fifty Thousand (650,000) shares of Nutek common
stock, par value $.001 per share. The stock is to be issued pursuant to the
consent of the Company's Board of Directors, shall be issued in the name of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. The Company hereby agrees to register the shares of common
stock on a Form S-8 registration statement and the Company shall obtain the
requisite opinion letter from its corporate counsel as to the legality of such
registration.
1
4. Arbitration. The parties hereby agree that any and all claims
(except only for requests for injunctive or other equitable relief)
whether existing now, in the past or in the future as to which the
parties or any affiliates may be adverse parties, and whether arising
out of this Consulting Agreement or from any other cause, will be
resolved by arbitration before the American Arbitration Association
within the State of Nevada. The parties hereby irrevocably consent to the
jurisdiction of the American Arbitration Association and the situs of
the arbitration (and of any action for injunctive or other equitable
relief) within the State of Nevada. Any award in arbitration may be
entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards. The law applicable to the arbitration and
this Consulting Agreement shall be that of the State of Nevada, determined
without regard to its provisions which would otherwise apply to a question
of conflict of laws.
5. Miscellaneous.
5.1 Assignment. This Agreement is not transferable or assignable.
5.2 Execution and Delivery of Agreement. Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy
of this agreement by the other party, and acceptance of such fax copies
shall create a valid and binding agreement between the parties.
5.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be
considered in construing this agreement.
5.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the
validity or enforceability of the remaining provisions of this
agreement.
5.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the
subject matters herein and supersedes and replaces any prior agreements
and understandings, whether oral or written, between them with respect
to such matters.
5.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
NUTEK, INC.
By: /s/
-----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, CEO
AGREED AND ACCEPTED
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------
Registration Services of Nevada, Inc.
2