EXHIBIT 4.6
CONSULTANT AGREEMENT
Consultant Agreement, made as of September 12, 2003 between Consumers
Financial Corp. having its principal place of business at 000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, XX 00000 (the "Corporation"), and Xxxxxxx Gold, a private
consultant, whose principal place of business is located at 000 Xxxxxxxx, Xxxxx
000, Xxxxxxxx, Xxx Xxxx 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 his services to the Corporation for said period under the
terms and conditions hereinafter provided.
Now, therefore, in consideration of the premises and of the mutual
promises and covenants herein contained, the parties hereto agree as follows:
Article I
Engagement
The Corporation hereby engages the Consultant, and the Consultant
agrees to and does hereby accept engagement by the Corporation, for the period
commencing on the date hereof and ending on December 31, 2003. The period during
which Consultant shall serve shall be deemed the "Engagement Period" and shall
hereinafter be referred to as such.
Article II
Services
Section 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 directly to the Chief Executive Officer of the Corporation.
Section 2.2 The services to be rendered by the Consultant to the
Corporation shall consist of (a) developing an in-depth familiarization with the
Corporation's business objectives and bring to its attention potential or actual
opportunities which meet those objectives or logical extensions thereof; (b)
advising the Corporation with respect to its corporate development including
such factors as position in competitive environment, financial performances vs.
competition, strategies, operational viability, etc.; (c) identifying
prospective suitable acquisitions for the Corporation, perform appropriate
diligence investigations with respect thereto, advising the Corporation with
respect to the desirability of pursuing such prospects, and assisting the
Corporation in any negotiations which may ensue therefrom; and (d) such other
matters as agreed to between the Corporation and Consultant.
Section 2.3 The services to be rendered by the Consultant to the
Corporation shall under no circumstances include (a) any activities which could
be deemed by the Securities and Exchange Commission ("SEC") to constitute
investment banking or any other activities requiring the Consultant to register
as a broker-dealer under the Securities Exchange Act of 1934; (b) any activities
which could be deemed by the SEC to be in connection with the offer or sale of
securities; or (c) any activities which directly or indirectly promote or
maintain a market for the Corporation's securities.
Article III
Compensation
For the services and duties to be rendered and performed by the
Consultant during the Engagement Period and in consideration of the Consultant
having entered into this agreement, the Corporation agrees to issue to the
Consultant an aggregate of 92,000 shares of common stock of the Corporation.
Such shares are to be qualified by the Corporation under an S-8 registration
statement as soon as practical.
The Consultant shall bear his out-of-pocket costs and expenses incident
to performing the services to the Corporation hereunder, without any right of
reimbursement from the Corporation unless such expenses are pre-approved in
writing.
Article IV
Trade Secrets; Confidential Information
Consultant agrees that any trade secrets, material non-public
information or any other like information of value relating to the business of
the Corporation or any of its affiliates, including but not limited to,
information relating to pricing, potential transactions, processes, systems,
methods, formulae, patents, patent application, research activities and plans,
contracts, names of potential sellers and brokers, which he has acquired during
the Engagement Period or which he may hereafter acquire 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 him except in
the course of the business of the Corporation or its affiliates. The covenants
set forth herein shall survive the expiration of the Engagement Period and
termination of this Agreement and shall remain in full force and effect
regardless of the cause of such termination.
Article V
Assignment
This Agreement may be assigned by the Corporation to an affiliate,
provided that any such affiliate shall expressly assume all obligations of the
Corporation under this Agreement. 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.
Article VI
Miscellaneous
Section 6.1 Consultant is and shall at all times be an independent
contractor with respect to the services that it is rendering to the Corporation
pursuant to this Agreement and shall at no times be an affiliate, employee,
agent, partner or representative of Corporation and Consultant shall not take
any action nor in any way hold itself out as such. At no time shall Consultant
have any authority or power to bind the Corporation or to act on behalf of the
Corporation in any manner, including without limitation, making any direct or
indirect representation or covenant by the Corporation to any third party.
Section 6.2 This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York, without reference
to the choice of law principles thereof.
Section 6.3 Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision is unenforceable or invalid under such law, such provision
shall be ineffective only to the extent of such unenforceability or invalidity,
and the remainder of such provision and the balance of this Agreement shall in
such event continue to be binding and in full force and effect.
Section 6.4 This Agreement may be terminated by either party upon
3-days' prior written notice.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written:
Consumers Financial Corporation
By: /S/ XXXX XXXXXXXXX
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Name: Xxxx Xxxxxxxxx
/S/ XXXXXXX GOLD
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Xxxxxxx Gold
