Exhibit 4b
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as
of August 1, 2002, between ▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Nevada
corporation (the "Company"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Consultant"), an
individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and
advise the Company, and Consultant is willing to provide such
services:
NOW, THEREFORE, in consideration of the mutual
undertakings contained herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages Consultant as
an independent contractor and not as an employee, to render
consulting services to ▇▇▇▇▇▇▇▇.▇▇▇, Inc. only and to no other
company as hereinafter provided; ; this agreement is based on
clear acknowledgement that ALL services are solely for
▇▇▇▇▇▇▇▇.▇▇▇, Inc. and the implementation of its corporate and
business plans alone. Services therefore remain very focused and
DO NOT need to address the many Corporate Consolidation Issues
under prior proposals. In addition, Consultant hereby accepts
such engagement for a period commencing on August 1, 2002, and
ending on the August 1, 2003. Consultant agrees that
Consultant will not have any authority to bind or act on behalf
of the Company. Consultant shall at all times be an
independent
contractor hereunder, rather than an agent, coventurer, employee
or representative of the Company. The Company hereby acknowledges
and agrees that Consultant may engage directly or indirectly in
other businesses and ventures and shall not be required to
perform any services under this Agreement when, or for such
periods in which, the rendering of such services shall unduly
interfere with such other businesses and ventures, providing
that such undertakings do not completely preempt Consultant's
availability during the term of this Agreement. Neither
Consultant nor his employees will be considered by reason
of the provisions of this Agreement or otherwise as being an
employee of the Company or as being entitled to participate in
any health insurance, medical, pension, bonus or similar employee
benefit plans sponsored by the Company for its employees.
Consultant shall report all earnings under this Agreement
in the manner appropriate to its status as an independent
contractor and shall file all necessary reports and pay all
taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this Agreement,
the Company hereby engages the Consultant, and Consultant
hereby accepts the engagement, to provide advice,
analysis and recommendations (the "Services") to the Company,
and not to any other companies except for the client company,
▇▇▇▇▇▇▇▇.▇▇▇, Inc. with respect to the following:
A. Online content development and coordination for the Company's
web presence including concept, performance, website, products,
alliances, corporate launch, ecommerce.
B. Coordinating corporate administrative activities including
compliance and filing issues; the following is a summary of some
of the administrative activities MCS will coordinate. ALL FEES
WILL BE PAID BY ▇▇▇▇▇▇▇▇.▇▇▇, INC. (for the year)
* 10KSB
* Schedule 13D
* Schedule 13G
* Form 5
* 10QSBs
* Form 3
* Form 4
* Form 8-Ks
* Schedule 14A
* Schedule 14C
* Form S-8
C. BBX entry services including:
7. Managing the recruiting process for an outside director.
8. Facilitating the engagement of a new Accounting firm which
complies with the peer review requirement for Audit and related
SEC work.
9. Assist with the establishment of an audit committee.
10. Administer the scheduling and holding of an Annual
Shareholders Meeting with a quorum (1/3) of shareholders in
attendance.
11. Conduct an "audit" the Company's shareholder base with the
transfer agent to determine the number of round lot holders.
12. Initiate the subscription to Oracle Small Business Service to
facilitate seamless filing of SEC required ▇▇▇▇▇ documents.
D. Services expressly prohibited by the Client under the terms of
this Agreement include:
. Reorganizations, mergers, divestitures, and due
diligence studies;
. Capital sources and the formation of financial
transactions;
. Banking methods and systems;
. Guidance and assistance in available alternatives to
maximize shareholder value;
. Periodic preparation and distribution of research
reports and information to the broker/dealer and
investment banking community;
. Press Release preparation and distribution.
E. Contractor will work on no other projects/activities except
those expressly mentioned in this agreement. In addition,
Contractor will not work on or for any other companies except for
the client company, ▇▇▇▇▇▇▇▇.▇▇▇, Inc. Work performed for any
other company will be at an additional fee.
During the term of this Agreement, Consultant shall render
such consulting services as the Company from time to time
reasonably requests, which services shall include but not be
limited to those rendered by Consultant to Company prior to
the date hereof;
provided that:
(a) To the extent practicable such services shall be furnished
only at such time and places as are mutually satisfactory to the
Company and Consultant; and
(b) Consultant shall not be called upon to devote more than
10 hours in any week in performing such services and shall not
be required to perform any services hereunder while Consultant is
on vacation or suffering from an illness.
Duties of Company
1. Subject to the terms and conditions of this Agreement,
Company shall take all actions necessary to obtain and maintain a
qualification for quotation or listing on the over the counter
bulletin board, including:
* Timely filing of all required SEC reports, including
all required financial information
* Compliance with all existing and any proposed or new
qualification or listing requirements on the over the counter
bulletin board, including but not limited to those proposed
requirements as set forth on Schedule A.
2. Company shall not enter into any binding commitments,
obligations or agreements without prior notice and opportunity to
review given to Consultant.
3. Company shall promptly furnish to Consultant upon request any
requested information, written or oral, concerning the business
and affairs of the Company.
4. Company shall not issue any additional shares of common stock
or options for or securities convertible into common stock, or
undertake any forward or reverse split of its common stock, or
undertake any other action requiring stockholder approval as set
forth in Schedule A, without the prior written approval of
Consultant, which shall not be unreasonably withheld upon Company
furnishing adequate and sufficient justification for such proposed
action.
5. Company shall promptly comply with all reasonable requests of
Consultant under this Agreement.
6. Notwithstanding the provisions of this agreement, any failure
of Company to fully and completely comply with all Company's
duties hereunder shall give Consultant the right to immediately
and without notice terminate this Agreement and retain all shares
issued to Consultant hereunder, which shall be deemed fully earned
by Consultant in the event of such termination. All of Company's
agreements, representations, warranties, duties and obligations
under this Agreement shall survive any such termination.
7. Time is of the essence for Company in this provision
concerning Company's Duties.
Compensation and Expenses
For the Services provided by the Consultant, the Company (i)
shall compensate the Consultant by delivering to the
Consultant, 275,000 total shares, deliverable according to the
following schedule:
Shares Time of Delivery
-------------- --------------------------
112,500 August 1, 2002
150,000 October 1, 2002
12,500 January 1, 2003
All shares shall be of the common stock of the Company
("Common Stock") and are to be Freely Tradable (as
hereinafter defined). "Freely Tradable" means shares that may be
sold at any time by the Consultant free of any contractual or
other restriction on transfer and which have been appropriately
listed or registered for such sale on all securities markets on
any shares of the Common Stock are currently so listed or
registered; and (ii) the Company shall be responsible for the
payment of the reasonable
out-of-pocket costs and expenses of Consultant incurred prior
to, or on or after the date of this Agreement, in connection with
its engagement under this Agreement, including, but not limited
to, reasonable fees and disbursements of counsel for Consultant,
travel and related expenses, document production and computer
database charges. The Company shall reimburse Consultant for such
costs and expenses as they are incurred, promptly after receipt of
a request for reimbursement from Consultant.
Successors and Assigns
This Agreement is binding upon and inures to the benefit of
the Company and its affiliates, successors and assigns and is
binding upon and inures to the benefit of Consultant and his
successors and assigns; provided that in no
event shall Consultant's obligations to perform the Services
be delegated or transferred by Consultant without the prior
written consent of the Company.
Term
This Agreement shall commence on the date hereof and, unless
sooner terminated in accordance with the provisions of
Section 6 hereof, shall expire on August 1, 2003. However,
the Agreement may be extended by mutual written consent.
Termination
Either the Company or Consultant may terminate this Agreement for
material breach upon at least thirty (30) days prior written
notice specifying the nature of the breach, if such breach has
not been substantially cured within the thirty (30) day period.
Independent Contractor Relationship
Consultant and the Company are independent contractors and nothing
contained in this Agreement shall be construed to place them in
the relationship of partners, principal and agent,
employer/employee or joint ventures. Neither party shall have
the power or right to bind or obligate the other party, nor shall
it hold itself out as having such authority.
Indemnification
Company shall indemnify and hold harmless the Consultant from
and against any and all losses, damages, liabilities,
reasonable attorney's fees, court costs and expenses resulting
or arising from any third-party claims, actions,
proceedings, investigations, or litigation relating to or
arising from or in connection with this Agreement, or any act or
omission by Company.
Notice
For the purpose of this Agreement, notices and all other
communications provided for herein shall be in writing and shall
be deemed to have been duly given (i) when delivered, if
personally delivered, (ii) when sent by facsimile transmission,
when receipt therefore has been duly received, or (iii) when
mailed by United States registered mail, return receipt
requested, postage prepaid, or by recognized overnight courier,
addressed set forth in the preamble to this Agreement or to
such other address as any party may have furnished to the
other in any writing in accordance herewith, except that
notices of change of address shall be effective only upon
receipt.
Miscellaneous
No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is
agreed to in writing signed by authorized officers of each
party. No waiver by either party hereto of, or compliance with,
any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior
or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject
matter hereof have been made by either party which are not
set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement
shall be governed by the internal laws of the State of Nevada.
Any controversy arising under or in relation to this Agreement
shall be settled by binding arbitration in Las Vegas, Nevada in
accordance with the laws of the State of Nevada and the rules of
the American Arbitration Association.
Counterparts
This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
Severability
If in any jurisdiction, any provision of this Agreement or its
application to any party or circumstance is restricted,
prohibited or unenforceable, such provision shall, as to such
jurisdiction, be ineffective only to the extent of such
restriction, prohibition or unenforceability, without
invalidating the remaining provisions hereof and without
affecting the validity or enforceability of such provision in any
other jurisdiction or its application to other parties or
circumstances. In addition, if
any one or more of the provisions contained in this Agreement
shall for any reason in any jurisdiction be held to be
excessively broad as to time, duration, geographical scope,
activity or subject, it shall be construed, by limiting and
reduction it, so as to be
enforceable to the extent compatible with the applicable law
of such jurisdiction as it shall then appear.
By executing this Agreement, Company acknowledges that the
services to be rendered are not in connection with a
capital raising transaction and do not directly or indirectly
promote or maintain a market for the securities of Company. IN
WITNESS HEREOF, this Consulting Agreement has been executed
by the Company and Consultant as of the date first written
above.
Signature of Contractor
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
Signature: _______________________________
Signature of Company
Name: ▇▇▇▇▇▇▇▇.▇▇▇, Inc.
Address: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Signature: _______________________________