EXHIBIT 4.1
CONSULTING SERVICES CONTRACT
This consulting services agreement ("Consulting Agreement") is
made as of this 23th day of October, 2000, by and between the
undersigned Xxxx XxXxxxxxx ("Consultant"), with an office located at
000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000, and PICK-
UPS PLUS, INC., 0000Xxxxxx Xxxxxxxxx, Xxxxx, Xxxx, 00000, (referred to
herein as the "Company"), with Consultant and Company collectively
sometimes herein referred to as the "Parties". The Parties hereto, for
ten (10) dollars and other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, hereby agree as
follows:
WHEREAS, the Company (a Delaware corporation) is a fully reporting
company whose securities are traded on the Over-the-Counter Bulletin
Board under the ticker symbol "PUPS"; and
WHEREAS, the Consultant is a principal of a registered filing
agent (Studes LLC) and is in the business of consulting with public
companies regarding public filings with the Securities and Exchange
Commission ("SEC") and assisting companies in the organization and
preparation of diligence material relating to mergers and acquisitions;
and
WHEREAS, the Company wishes to retain the Consultant on a non-
exclusive basis; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain the Consultant to provide
general corporate consulting services which may include, but not be
limited to: assistance in the preparation and organization of corporate
and financial due diligence material, assistance with corresponding with
the Company's accountants, auditors and legal counsel, and assistance
with general filings in accordance with the Rules and Regulations of the
Securities and Exchange Commission. The filings to be worked on by the
Consultant may include, but not be limited to filings such as Form 10Q-
SB, Form 8K, Form 10K-SB, Proxy Material, Form S-8, etc. The Consultant
shall agree to make itself available for the foregoing purposes and
devote such business time and attention thereto as it shall determine is
required.
The Company understands that any and all suggestions,
opinions or advice given to the Company by the Consultant are advisory
only and the ultimate responsibility, liability and decision regarding
any action(s) taken or filings made lies solely with the Company and not
with the Consultant.
2. Term. The term of this Consulting Agreement shall be from the
date hereof until the end of the fiscal year 2000 (the "Term").
3. Compensation. As compensation for entering into this Consulting
Agreement and for services rendered over the Term, the Consultant shall
be granted a warrant (the "Warrant") to purchase 500,000 shares of the
Company's common stock, par value $.001 per share, at a purchase price
of $.15 per share. The Warrant may be exercised in whole or in part, for
a period of ten years from the date of signing the Warrant which shall
be in the exact form as attached hereto. The Warrant, pursuant to the
consent of the Company's Board of Directors, shall be granted in the
name of Xxxx XxXxxxxxx. The Company hereby agrees to register the shares
of common stock underlying the above referenced Warrant on a Form S-8
registration statement and the Company shall obtain the requisite
opinion letter from its corporate counsel as to the legality of such
registration.
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4. Arbitration. The parties hereby agree that any and all claims
(except only for requests for injunctive or other equitable relief)
whether existing now, in the past or in the future as to which the
parties or any affiliates may be adverse parties, and whether arising
out of this Consulting Agreement or from any other cause, will be
resolved by arbitration before the American Arbitration Association
within the State of Ohio. The parties hereby irrevocably consent to the
jurisdiction of the American Arbitration Association and the situs of
the arbitration (and of any action for injunctive or other equitable
relief) within the State of Ohio. Any award in arbitration may be
entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards. The law applicable to the arbitration and
this Consulting Agreement shall be that of the State of Ohio, determined
without regard to its provisions which would otherwise apply to a
question of conflict of laws.
5. Miscellaneous.
5.1 Assignment. This Agreement is not transferable or assignable.
5.2 Execution and Delivery of Agreement. Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy
of this agreement by the other party, and acceptance of such fax copies
shall create a valid and binding agreement between the parties.
5.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be
considered in construing this agreement.
5.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the
validity or enforceability of the remaining provisions of this
agreement.
5.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the
subject matters herein and supersedes and replaces any prior agreements
and understandings, whether oral or written, between them with respect
to such matters.
5.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above mentioned.
PICK-UPS PLUS, INC.
By:/s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx, CEO
AGREED AND ACCEPTED
By:/s/ Xxxx XxXxxxxxx
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Xxxx XxXxxxxxx
000 Xxxxx Xxxxxxx Xxxxxxxxx
Xxx Xxxxx, XX 00000
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