EXHIBIT 4.2
February 20, 1997
Xx. Xxxxxxx X. Xxxxxx
President
The Translation Group, Ltd.
00 Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Dear Xxxxxxx:
This letter will confirm our understanding whereby The
Translation Group, Ltd. ("TTGL") xxxxxx agrees to retain and utilize the
services of Xxxxx X. Xxxx ("Xxxx"), and Xxxx agrees to perform such services, on
the following terms and conditions:
1. Services
(a) Xxxx shall assist TTGL in servicing trade and customers
already in place, marketing services to new customers and
identifying new product uses.
(b) All work products shall be pre-approved in writing by TTGL
prior to distribution and use. However, Xxxx'x mailing lists
shall remain personal to Xxxx and need not be pre-approved by
TTGL.
2. Compensation
(a) TTGL shall issue 20,000 warrants to Xxxx which warrants
shall be similar in all respects to the warrants sold in
TTGL's initial public offering.
(b) TTGL shall pay to Xxxx a negotiated fee to be
pre-determined for any approved new contracts arranged by
Xxxx. Xxxx will pre-register these potential parties with TTGL
to prevent any misunderstandings.
(c) If TTGL requests non-routine marketing services which will
entail additional time or expense, Xxxx shall not be required
to perform such work without additional
compensation as agreed upon in advance in writing by both
parties.
(d) TTGL agrees to file a Registration Statement on Form S-8
within two weeks of the date hereof to register the warrants
and the underlying shares of common stock.
3. Representations, Warranties and Agreements by TTGL
(a) TTGL shall indemnify, save and hold harmless, Xxxx from
any and all costs, expenses, damages or liabilities of any
kind (including reasonable attorney's fees) with respect to
any claim, demand or action against Xxxx by any person, firm,
corporation or other entity relating to TTGL, provided,
however, Xxxx shall not be entitled to any indemnification
hereunder where the costs, expenses, damages or liabilities to
Xxxx were caused by the gross negligence of Xxxx or by any
acts in violation or breach of this Agreement.
(b) TTGL acknowledges that Xxxx has regulated licenses which
must be recognized by TTGL's requests for services. Xxxx is a
high level New Jersey Casino Control Commission license
holder, and a registered Federal Lobbyist, and a consultant to
The Xxxxx Organization and many of its companies, and
Entertainment Director at The Mar-a-Lago Club in Palm Beach,
Florida.
4. Representations and Warranties by Xxxx
(a) Xxxx can legally enter into this Agreement and this
Agreement does not violate any other agreements, arrangements
or understandings of Xxxx.
(b) Xxxx is possessed with adequate knowledge so as to
properly carry out and fulfill his responsibilities under this
Agreement.
5. Term and Termination
The term of this Agreement shall commence as of March 1, 1997 and
terminate on February 28, 1998. This Agreement may be renewed for
additional one year periods with the mutual consent of the parties.
6. Arbitration
Any dispute arising out of or in connection with this Agreement or the
interpretation thereof which is not resolved by Xxxx and TTGL shall be
submitted to arbitration before the American Arbitration Association in
New York, whose rules and regulations shall apply, and any decision
rendered by the
arbitrator or arbitrators may be entered as a judgment in a court of
competent jurisdiction in the State of New York.
7. Assignment
This Agreement and all rights hereunder are personal to TTGL and Xxxx
and neither this Agreement nor any of the obligations or the rights and
benefits of any parties hereto may be transferred or assigned except to
an affiliate.
8. Prior Agreements
This Agreement supersedes and cancels any and all contracts,
arrangements or understandings between the parties with respect to the
subject matter hereof dated or agreed to the date hereof.
9. Counterparts
This Agreement may be executed in counterparts, all of which taken
together shall be deemed one original.
10. Notices
All notices, requests, demands, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly
given when delivered personally or when mailed, if mailed by first
class mail, postage prepaid, to the address of the applicable party set
forth above on both parties letterheads.
If this letter constitutes TTGL's understanding of the Agreement
reached between TTGL and Xxxx, please sign (by a duly authorized
corporate representative) the enclosed copy and return such copy to
Xxxx, in which event this letter shall constitute the complete and
entire understanding between TTGL and Xxxx and may not be changed,
altered or terminated except in writing duly signed by both TTGL and
Xxxx.
Very truly yours,
Xxxxx X. Xxxx
AGREED AND ACCEPTED:
The Translation Group, Ltd.
Xxxxxxx X. Xxxxxx
President
cc: Xxx Xxxxxxxxx
