EXHIBIT 4.5
-----------
CONSULTING AGREEMENT
--------------------
November 26, 2001
Dear ▇▇. ▇▇▇▇▇▇▇▇▇:
This will confirm the arrangements, terms and conditions pursuant to which
▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (hereinafter referred to as "Consultant") will accept shares
of common stock of ▇▇▇▇▇▇.▇▇, Inc. (hereinafter referred to as the "Company")
for information technology sales services rendered. The undersigned hereby
agrees to the following terms and conditions:
1. CONSULTING SERVICES. The Consultant will render information technology
services and advice pertaining to the Company's business affairs. The Consultant
acknowledges and agrees that the information technology services to be provided
are not in connection with capital raising transactions.
2. COMPENSATION. In lieu of cash compensation, the Consultant has agreed
to accept 5,000 shares of common stock of the Company as payment in full for the
IT services rendered. The Company will use its best efforts to file an S-8
Registration Statement registering the shares to be issued to the Consultant
within 60 days of the date hereof and to maintain its effectiveness for a
12-month period after filing. The shares will be issued in three monthly
installments of 1,667 shares, commencing upon the filing of the Form S-8
Registration Statement.
3. LOCK-UP PROVISION. The Consultant agrees that he will not sell the
shares any sooner than in three equal installments of 16,667 shares every 30
days, commencing 30 days after the filing of the Form S-8.
4. RELATIONSHIP. Nothing herein shall constitute Consultant as employee or
agent of the Company except to such extent as might hereafter be agreed upon for
a particular purpose. Except as expressly agreed, Consultants shall not have the
authority to obligate or commit the Company in any manner whatsoever.
5. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by
any party except to successors to all or substantially all of the business of
either the Consultant or the Company nor may this Agreement be terminated by
either party for any reason whatsoever without the prior written consent of the
other party, which consent may not be arbitrarily withheld by the party whose
consent is required.
Yours truly,
▇▇▇▇▇▇.▇▇ Inc.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President & CEO
Agreed and Accepted By:
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇