EXHIBIT 4.3
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this ___day of
_________, 2002, by and between _______________________ (the "Company) and
______________________ (the "Consultant").
WHEREAS, consultant is skilled in providing strategic business planning;
WHEREAS, the Company desires to engage Consultant to provide business
planning and other services to the Company;
NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration it is agreed:
1. The Company hereby engages the Consultant and the Consultant hereby
Accepts this engagement on a non-exclusive basis pursuant to the terms and
conditions of this Consulting Agreement.
2. Consultant shall assist the Company with public mergers and acquisitions.
Consultant will also assist the Company in connection with general
business strategy and marketing.
3. In order to assist Consultant with his activities, the Company will
provide Consultant with such information, as may be required by
Consultant. Company will make available to Consultant copies of all
material Agreements, notice of pending or threatened litigation and notice
of all press releases.
4. Consultant agrees that he has NOT been retained for any of the following
activities and/or purposes:
a. For capital raising or for promotional activities regarding the
Company's securities.
b. To directly or indirectly promote or maintain a market for the
Company's securities.
c. To act as a conduit to distribute S-8 Securities to the general
public.
d. To render investor relations services or shareholder communications
services to the Company.
e. To render advice to the Company regarding the arrangement or effecting
of mergers involving the Company that have the effect of taking a
private company public.
5. In consideration of the services to be provided, Consultant shall
receive a fee of (45,000,000) shares of the Company's stock as mutually
agreed.
6. The Company will register these shares pursuant to a registration
statement on Form S-8.
7. During the terms of this Agreement, each party may have access to trade
secrets, know how, formula, customer and price lists all of which are
valuable, special, .proprietary and unique assets of each. The parties
agree that all knowledge and information which each other shall acquire
during the term of this Agreement shall be held in trust and in a
fiduciary capacity for the sole benefit of the other party, its successors
and assigns, and each agrees not to publish or divulge either during the
term of this Agreement or subsequent thereto, knowledge any technical or
confidential information acquired during the term of this Agreement. At
the termination of this Agreement, or at any other time either party may
request the other party deliver to the other, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes, records,
plans, specifications, formulae or other documents relating to, directly
or indirectly, any confidential information made or compiled by, or
delivered or made available to or otherwise obtained by the respective
parties. However, the foregoing shall not prohibit Consultant from
engaging in ay work at any time following the termination of this
Agreement.
8. Except as otherwise provided herein, any notice or other communication to
any party pursuant to or relating to this Agreement and the transactions
provided for herein, shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified, and with
proper postage and registration or certification fees prepaid, addressed
at their principal place of business or to such other address as may be
designated by either party in writing.
9. This Agreement shall be governed and interpreted pursuant to the laws of
_____________________, the parties agree to the jurisdiction of the
__________________ courts with venue in ___________ County, ________. In
the event of any breach of this Agreement, the prevailing party shall be
entitled to recover all costs including reasonable attorney's fees and
those that may be incurred on appeal.
10. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and it
shall not be necessary, in making proof of this Agreement to produce for
more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands and
seals the day and year first above written.
CONSULTANT: THE COMPANY:
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