EXHIBIT 4.2
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CONSULTING AGREEMENT
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November 26, 2001
Dear ▇▇. ▇▇▇▇:
This will confirm the arrangements, terms and conditions pursuant to which
Mr. ▇▇▇▇▇▇ ▇▇▇▇ (hereinafter referred to as "Consultant") will accept shares of
common stock of ▇▇▇▇▇▇.▇▇, Inc. (hereinafter referred to as the "Company") for
legal services rendered. The undersigned hereby agrees to the following terms
and conditions:
1. CONSULTING SERVICES. The Consultant will render legal services and
advice pertaining to the Company's business affairs. The Consultant acknowledges
and agrees that the legal 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 240,000 shares of common stock of the Company as payment in full for
the legal 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 80,000 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 80,000 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/ ▇▇▇▇▇▇ ▇▇▇▇
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