EXHIBIT 4.1
CONSULTANT AGREEMENT
Consultant Agreement, made as of August 22, 2003 between 21st Century
Technologies Inc. having his principal place of business located at 0000 X.
Xxxxxx Xxxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 and Xxxxx Xxxxxx, a private
corporate consultant, whose principal place of business located at 0000
Xxxxxxxxxx, Xxxxxxxxx, Xxxxxx 00000.
WHEREAS, the Corporation wishes to assure itself of the services of the
Consultant for the period provided in this Agreement, and the Consultant is
willing to provide its services to the Corporation for the period under the
terms and conditions hereinafter provided.
NOW, THEREFORE, WITNESSETH, that for and in consideration of the
premises and of the mutual promises and covenants herein contained, the parties
hereto agree as follows:
1. Engagement
The Corporation agrees to and does hereby engage the Consultant, and
the Consultant agrees to and does hereby accept engagement by the Corporation in
connection with the operation of the business and affairs of the Corporation,
for period commencing on August 13, 2003 and ending on 0ctober 13, 2003. The
period during which Consultant shall serve in such capacity shall be deemed the
"Engagement Period" and shall hereinafter be referred to as such.
2. SERVICES
2.1 The Consultant shall render to the Corporation the services
described below, with respect to which the Consultant shall apply his best
efforts and devote such time as shall be reasonably necessary to perform his
duties hereunder and advance the interests of the Corporation. The Consultant
shall report to the chief executive officer of the Corporation and to such
persons as the chief executive officer shall direct.
2.2 The services to be rendered by the Consultant to the Corporation
shall under no circumstances include the following:
1. Any activities which could be deemed by the
Securities and Exchange Commission to constitute
investment banking or any other activities required
the Consultant to register as a broker-dealer under
the Securities Exchange Act of 1934.
2. Any activities which could be deemed to be in
connection with the offer or sale of securities in a
capital-raising transaction.
1
2.3 The services to be rendered by the Consultant to the Corporation
shall consist of the following:
2.4 CORPORATE PLANNING
1. Develop an in-depth familiarization with the
Corporation's business objectives and bring to its
attention potential or actual opportunities that meet
those objectives or logical extensions thereof.
2. Alert the Corporation to new or emerging high
potential forms of production and distribution that
could either be acquired or developed internally.
3. Comment on the Corporation's corporate development
including such factors as position in competitive
environment, financial performances vs. competition,
strategies, operational viability, etc.
4. Identify prospective suitable merger or acquisition
partners for the Corporation, perform appropriate
diligence investigations with respect thereto, advise
the Corporation with respect to the desirability of
pursuing such prospects, and assist the Corporation
in any negotiations which may ensue therefrom.
2.5 BUSINESS STRATEGIES
1. Evaluate business strategies and recommend changes
where appropriate.
2. Critically evaluate the Corporation's performance in
view of its corporate planning and business
objectives.
3. COMPENSATION
For the services and duties to be rendered and performed by the Consultant
during the Engagement Period and in consideration of the Consultant's having
entered into his agreement, 21st Century Technologies (TFCT) agrees to issue to
the Consultant 2,000,000 shares of TFCT Common Stock (the "Consulting Stock")
pursuant to an S-8 registration statement to be filed by the company within 10
business days from the execution of this contract.
2
4. Secrets
Consultant agrees that any trade secrets or any other like information of
value relating to the business of the Corporation or any of its affiliates has
an ownership interest of more than twenty-five percent (25%), including but not
limited to, information relating to inventions, disclosures, processes, systems,
methods, formulae, patents, patent application, machinery, materials, research
activities and plans, costs of production, contract forms, prices volume of
sales, promotional methods, list of names or classes of customers, which he has
heretofore acquired during his engagement by the Corporation or any of its
affiliates or which he may hereafter acquire during the Engagement Period as the
result of any disclosures to him, or in any other way, shall be regarded as held
by the Consultant in a fiduciary capacity solely for the benefit of the
Corporation, its successors or assigns, and shall not at any time, either during
the term of this Agreement or thereafter, be disclosed, divulged, furnished, or
made accessible by the Consultant to anyone, or be otherwise used by his except
in the regular course of business of the Corporation or its affiliates.
5. Assignment
This Agreement may be assigned by the Corporation as part of the sale of
substantially all of its business, provided, however, that the purchaser shall
expressly assume all obligations of the Corporation under this Agreement.
Further, this Agreement may be assigned by the Corporation to an affiliate,
provided that any such affiliate shall expressly assume all obligation of the
Corporationunder this Agreement, and provided further that the Corporation shall
then fully guarantee the performance of the Agreement by such affiliate.
Consultant agrees that if this Agreement is so assigned, all the terms and
conditions of this Agreement shall be between assignee and himself with the same
force and effect as if said Agreement had been made with such assignee in the
first instance. This Agreement shall not be assigned by the Consultant without
the express written consent of the Corporation.
6. SURVIVAL OF CERTAIN AGREEMENTS
The covenants and agreements set forth in Article 4 and Article 5 shall
survive the expiration of the Engagement Period and shall all survive
termination of this Agreement and remain in full force and effect regardless of
the cause of such termination.
7. NOTICES
7.1 All notices permitted to be given hereunder shall be delivered
by hand, telecopier, or recognized courier service to the party to whom such
notice is required or permitted to be given hereunder. Any notices delivered to
the address designated for such delivery by such party, notwithstanding the
refusal of such party or other person to accept such delivery.
7.2 Any notice to the Corporation or to any assignee of the Corporation
shall be addressed as follows: 0000 X. Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxx XX
00000.
3
7.3 Any notice to Consultant shall be addressed as follows: 2206
Versailles, Xxxxxxxxx, Xxxxxx 00000
7.4 Either party may change the address to which notice is to be
addressed, by notice as provided herein.
8. APPLICABLE LAW
This Agreement shall be interpreted and enforced in accordance with the
laws of New York.
9. INTERPRETATION
Whenever possible, each Article of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity, and the
remainder of such Article and the balance of this Agreement shall in such event
continue to be binding and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed the above
Agreement as of the day and year first above written:
21st Century Technologies, Inc.
By: /s/ XXXXXX X. XXXX
__________________________
Xxxxxx X. Xxxx, President
/s/ XXXXX XXXXXX
__________________________
Xxxxx Xxxxxx
4
CONSULTANT AGREEMENT
Consultant Agreement, made as of August 22, 2003 between 21st Century
Technologies Inc. having his principal place of business located at 0000 X.
Xxxxxx Xxxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 and Xxxx X'Xxxxx, a private
corporate consultant, whose principal place of business located at BCM Cape
Building, Leeward Highway, Providenciales, Turks and Caicos Islands.
WHEREAS, the Corporation wishes to assure itself of the services of the
Consultant for the period provided in this Agreement, and the Consultant is
willing to provide its services to the Corporation for the period under the
terms and conditions hereinafter provided.
NOW, THEREFORE, WITNESSETH, that for and in consideration of the
premises and of the mutual promises and covenants herein contained, the parties
hereto agree as follows:
1. Engagement
The Corporation agrees to and does hereby engage the Consultant, and
the Consultant agrees to and does hereby accept engagement by the Corporation in
connection with the operation of the business and affairs of the Corporation,
for period commencing on August 13, 2003 and ending on 0ctober 13, 2003. The
period during which Consultant shall serve in such capacity shall be deemed the
"Engagement Period" and shall hereinafter be referred to as such.
2. SERVICES
2.1 The Consultant shall render to the Corporation the services
described below, with respect to which the Consultant shall apply his best
efforts and devote such time as shall be reasonably necessary to perform his
duties hereunder and advance the interests of the Corporation. The Consultant
shall report to the chief executive officer of the Corporation and to such
persons as the chief executive officer shall direct.
2.2 The services to be rendered by the Consultant to the Corporation
shall under no circumstances include the following:
1. Any activities which could be deemed by the
Securities and Exchange Commission to constitute
investment banking or any other activities required
the Consultant to register as a broker-dealer under
the Securities Exchange Act of 1934.
2. Any activities which could be deemed to be in
connection with the offer or sale of securities in a
capital-raising transaction.
5
2.3 The services to be rendered by the Consultant to the Corporation
shall consist of the following:
2.4 CORPORATE PLANNING
1. Develop an in-depth familiarization with the
Corporation's business objectives and bring to its
attention potential or actual opportunities that meet
those objectives or logical extensions thereof.
2. Alert the Corporation to new or emerging high
potential forms of production and distribution that
could either be acquired or developed internally.
3. Comment on the Corporation's corporate development
including such factors as position in competitive
environment, financial performances vs. competition,
strategies, operational viability, etc.
4. Identify prospective suitable merger or acquisition
partners for the Corporation, perform appropriate
diligence investigations with respect thereto, advise
the Corporation with respect to the desirability of
pursuing such prospects, and assist the Corporation
in any negotiations which may ensue therefrom.
2.5 BUSINESS STRATEGIES
1. Evaluate business strategies and recommend changes
where appropriate.
2. Critically evaluate the Corporation's performance in
view of its corporate planning and business
objectives.
3. COMPENSATION
For the services and duties to be rendered and performed by the Consultant
during the Engagement Period and in consideration of the Consultant's having
entered into his agreement, 21st Century Technologies (TFCT) agrees to issue to
the Consultant 2,000,000 shares of TFCT Common Stock (the "Consulting Stock")
pursuant to an S-8 registration statement to be filed by the company within 10
business days from the execution of this contract.
6
4. Secrets
Consultant agrees that any trade secrets or any other like information of
value relating to the business of the Corporation or any of its affiliates has
an ownership interest of more than twenty-five percent (25%), including but not
limited to, information relating to inventions, disclosures, processes, systems,
methods, formulae, patents, patent application, machinery, materials, research
activities and plans, costs of production, contract forms, prices volume of
sales, promotional methods, list of names or classes of customers, which he has
heretofore acquired during his engagement by the Corporation or any of its
affiliates or which he may hereafter acquire during the Engagement Period as the
result of any disclosures to him, or in any other way, shall be regarded as held
by the Consultant in a fiduciary capacity solely for the benefit of the
Corporation, its successors or assigns, and shall not at any time, either during
the term of this Agreement or thereafter, be disclosed, divulged, furnished, or
made accessible by the Consultant to anyone, or be otherwise used by his except
in the regular course of business of the Corporation or its affiliates.
5. Assignment
This Agreement may be assigned by the Corporation as part of the sale of
substantially all of its business, provided, however, that the purchaser shall
expressly assume all obligations of the Corporation under this Agreement.
Further, this Agreement may be assigned by the Corporation to an affiliate,
provided that any such affiliate shall expressly assume all obligation of the
Corporationunder this Agreement, and provided further that the Corporation shall
then fully guarantee the performance of the Agreement by such affiliate.
Consultant agrees that if this Agreement is so assigned, all the terms and
conditions of this Agreement shall be between assignee and himself with the same
force and effect as if said Agreement had been made with such assignee in the
first instance. This Agreement shall not be assigned by the Consultant without
the express written consent of the Corporation.
6. SURVIVAL OF CERTAIN AGREEMENTS
The covenants and agreements set forth in Article 4 and Article 5 shall
survive the expiration of the Engagement Period and shall all survive
termination of this Agreement and remain in full force and effect regardless of
the cause of such termination.
7. NOTICES
7.1 All notices permitted to be given hereunder shall be delivered
by hand, telecopier, or recognized courier service to the party to whom such
notice is required or permitted to be given hereunder. Any notices delivered to
the address designated for such delivery by such party, notwithstanding the
refusal of such party or other person to accept such delivery.
7.2 Any notice to the Corporation or to any assignee of the Corporation
shall be addressed as follows: 0000 X. Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxx XX
00000.
7
7.3 Any notice to Consultant shall be addressed as follows: 2206
Versailles, Xxxxxxxxx, Xxxxxx 00000
7.4 Either party may change the address to which notice is to be
addressed, by notice as provided herein.
8. APPLICABLE LAW
This Agreement shall be interpreted and enforced in accordance with the
laws of New York.
9. INTERPRETATION
Whenever possible, each Article of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity, and the
remainder of such Article and the balance of this Agreement shall in such event
continue to be binding and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed the above
Agreement as of the day and year first above written:
21st Century Technologies, Inc.
By: /s/ XXXXXX X. XXXX
__________________________
Xxxxxx X. Xxxx, President
/s/ XXXX X'XXXXX
__________________________
Xxxx X'Xxxxx
8
CONSULTANT AGREEMENT
Consultant Agreement, made as of August 22, 2003 between 21st Century
Technologies Inc. having his principal place of business located at 0000 X.
Xxxxxx Xxxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 and Xxxx Xxxx, a private
corporate consultant, whose principal place of business located at 00 Xxxxxx
Xxxx, Xxxxxxx, XX 00000.
WHEREAS, the Corporation wishes to assure itself of the services of the
Consultant for the period provided in this Agreement, and the Consultant is
willing to provide its services to the Corporation for the period under the
terms and conditions hereinafter provided.
NOW, THEREFORE, WITNESSETH, that for and in consideration of the
premises and of the mutual promises and covenants herein contained, the parties
hereto agree as follows:
1. Engagement
The Corporation agrees to and does hereby engage the Consultant, and
the Consultant agrees to and does hereby accept engagement by the Corporation in
connection with the operation of the business and affairs of the Corporation,
for period commencing on August 13, 2003 and ending on 0ctober 13, 2003. The
period during which Consultant shall serve in such capacity shall be deemed the
"Engagement Period" and shall hereinafter be referred to as such.
2. SERVICES
2.1 The Consultant shall render to the Corporation the services
described below, with respect to which the Consultant shall apply his best
efforts and devote such time as shall be reasonably necessary to perform his
duties hereunder and advance the interests of the Corporation. The Consultant
shall report to the chief executive officer of the Corporation and to such
persons as the chief executive officer shall direct.
2.2 The services to be rendered by the Consultant to the Corporation
shall under no circumstances include the following:
1. Any activities which could be deemed by the
Securities and Exchange Commission to constitute
investment banking or any other activities required
the Consultant to register as a broker-dealer under
the Securities Exchange Act of 1934.
2. Any activities which could be deemed to be in
connection with the offer or sale of securities in a
capital-raising transaction.
9
2.3 The services to be rendered by the Consultant to the Corporation
shall consist of the following:
2.4 CORPORATE PLANNING
1. Develop an in-depth familiarization with the
Corporation's business objectives and bring to its
attention potential or actual opportunities that meet
those objectives or logical extensions thereof.
2. Alert the Corporation to new or emerging high
potential forms of production and distribution that
could either be acquired or developed internally.
3. Comment on the Corporation's corporate development
including such factors as position in competitive
environment, financial performances vs. competition,
strategies, operational viability, etc.
4. Identify prospective suitable merger or acquisition
partners for the Corporation, perform appropriate
diligence investigations with respect thereto, advise
the Corporation with respect to the desirability of
pursuing such prospects, and assist the Corporation
in any negotiations which may ensue therefrom.
2.5 BUSINESS STRATEGIES
1. Evaluate business strategies and recommend changes
where appropriate.
2. Critically evaluate the Corporation's performance in
view of its corporate planning and business
objectives.
3. COMPENSATION
For the services and duties to be rendered and performed by the Consultant
during the Engagement Period and in consideration of the Consultant's having
entered into his agreement, 21st Century Technologies (TFCT) agrees to issue to
the Consultant 2,000,000 shares of TFCT Common Stock (the "Consulting Stock")
pursuant to an S-8 registration statement to be filed by the company within 10
business days from the execution of this contract.
10
4. Secrets
Consultant agrees that any trade secrets or any other like information of
value relating to the business of the Corporation or any of its affiliates has
an ownership interest of more than twenty-five percent (25%), including but not
limited to, information relating to inventions, disclosures, processes, systems,
methods, formulae, patents, patent application, machinery, materials, research
activities and plans, costs of production, contract forms, prices volume of
sales, promotional methods, list of names or classes of customers, which he has
heretofore acquired during his engagement by the Corporation or any of its
affiliates or which he may hereafter acquire during the Engagement Period as the
result of any disclosures to him, or in any other way, shall be regarded as held
by the Consultant in a fiduciary capacity solely for the benefit of the
Corporation, its successors or assigns, and shall not at any time, either during
the term of this Agreement or thereafter, be disclosed, divulged, furnished, or
made accessible by the Consultant to anyone, or be otherwise used by his except
in the regular course of business of the Corporation or its affiliates.
5. Assignment
This Agreement may be assigned by the Corporation as part of the sale of
substantially all of its business, provided, however, that the purchaser shall
expressly assume all obligations of the Corporation under this Agreement.
Further, this Agreement may be assigned by the Corporation to an affiliate,
provided that any such affiliate shall expressly assume all obligation of the
Corporationunder this Agreement, and provided further that the Corporation shall
then fully guarantee the performance of the Agreement by such affiliate.
Consultant agrees that if this Agreement is so assigned, all the terms and
conditions of this Agreement shall be between assignee and himself with the same
force and effect as if said Agreement had been made with such assignee in the
first instance. This Agreement shall not be assigned by the Consultant without
the express written consent of the Corporation.
6. SURVIVAL OF CERTAIN AGREEMENTS
The covenants and agreements set forth in Article 4 and Article 5 shall
survive the expiration of the Engagement Period and shall all survive
termination of this Agreement and remain in full force and effect regardless of
the cause of such termination.
7. NOTICES
7.1 All notices permitted to be given hereunder shall be delivered
by hand, telecopier, or recognized courier service to the party to whom such
notice is required or permitted to be given hereunder. Any notices delivered to
the address designated for such delivery by such party, notwithstanding the
refusal of such party or other person to accept such delivery.
7.2 Any notice to the Corporation or to any assignee of the Corporation
shall be addressed as follows: 0000 X. Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxx XX
00000.
11
7.3 Any notice to Consultant shall be addressed as follows: 2206
Versailles, Xxxxxxxxx, Xxxxxx 00000
7.4 Either party may change the address to which notice is to be
addressed, by notice as provided herein.
8. APPLICABLE LAW
This Agreement shall be interpreted and enforced in accordance with the
laws of New York.
9. INTERPRETATION
Whenever possible, each Article of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity, and the
remainder of such Article and the balance of this Agreement shall in such event
continue to be binding and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed the above
Agreement as of the day and year first above written:
21st Century Technologies, Inc.
By: /s/ XXXXXX X. XXXX
__________________________
Xxxxxx X. Xxxx, President
/s/ XXXX XXXX
__________________________
Xxxx Xxxx
12
