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EXHIBIT 99.4
CONSULTING AGREEMENT
THIS AGREEMENT made this 14th day of August 1998, between
ExpediaCom Global, Inc, the ("Company"), and Lexxus Capital Corp, New
York, NY hereinafter referred to collectively as the ("Consultant"),
WHEREAS:
The Company is engaged in the design, sourcing, development,
licensing, marketing and distribution of various business solutions and
related consulting services to both business and international markets.
The Consultant has proven expertise in areas of business
development and corporate financing.
The Company and the Consultant have agreed to enter into an
contractual relationship for their mutual benefit.
NOW THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement and other good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged by each of the parties), the parties hereto agree as
follows:
1. Retainer.
a) The Company retains the Consultant to undertake the duties and
exercise the powers as a Consultant, and outlined in this Agreement;
b) The Consultant specifically undertakes and shall be responsible
for providing a service of evaluating business, and investment
opportunities for the Company.
2. Term.
The appointment shall commence with effect from August 14 1998,
for one year with an option to renew on mutually acceptable terms for
a further period of one year.
3. Compensation.
a) A remuneration not exceeding 500,000 common shares of the
Company shall be paid as a commission. This commission shall be deemed
earned when the World Telehealth Corporation has engaged the Company to
develop their business. The earned shares will be issued to the
Consultant or his appointee within one year of the Company signing a
contract with World Telehealth Corporation.
b) The Consultant and the Company may enter into additional
contracts for the performance of additional services as needed.
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4. Expenses.
It is understood and agreed that the Consultant will incur
expenses in connection with his duties under this Agreement. The
Company will reimburse the Consultant for any accountable expenses
provided that the Consultant provides the Company with a written
account within reasonable time of incurring the expense. The Consultant
will not be reimbursed for any item in excess of US$500.00 unless
approved in advance by the Company.
5. Service.
a) The Consultant shall faithfully serve the Company and use his
best efforts to promote the interest thereof and shall not disclose the
business affairs or trade secrets of the Company to any person for any
purposes other than those of the Company.
b) It is acknowledged that this retainer of the Consultant by the
Company is on a part-time basis and that should this situation change
that the Company and the Consultant will endeavour to adjust this
Agreement accordingly.
6. Intellectual Property.
Intellectual Property means all legally recognized rights that
result or derive from the, Consultant's services provided to the
Company or with the knowledge, use or incorporation of Confidential
Information, and includes but is not limited to developments,
inventions, designs, works of authorship, topographies, improvement and
ideas, whether or not patentable, copyrightable or registrable,
conceived or made by the Consultant (individually or in collaboration
with others) during the Term or which result from or derive from the
Company or which are reasonably related to the business of the Company.
7. Termination of Engagement.
The parties understand and agree that this Agreement may be
terminated in the following manner in the specified circumstances:
a) By the Consultant or the. Company, at any time, for any reason,
on the giving of three months' written notice to the other Party;
b) By the Company, in his absolute discretion, without any notice
or compensation in lieu thereof, for any material breach of the
provisions of this Agreement.
8. The Company's Property.
The Consultant acknowledges that all items of any and every nature
or kind created or used by the Consultant pursuant to the Consultant's
engagement under this Agreement, or furnished the, Company by the
Consultant, and all equipment, books, records, reports, files, manuals,
literature, Confidential Information or other materials shall remain
and be considered the exclusive property of the Company at all times
and shall be surrendered to the Company, in good condition, promptly on
the termination of the Consultant's engagement irrespective of the,
time, manner or cause of the termination.
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9. Confidential information
a) The Consultant acknowledges that he will acquire information
about certain matters and things which are confidential to the Company
("Confidential Information"), and which information is the exclusive
property of the Company including but not limited to the following:
i. product design and manufacturing information and computer
programs, codes, materials, prototypes, products samples,
analyses, reports;
ii. names and addresses, buying habits and preferences of
present customers of the Company, as well as prospective customers
and all other proprietary fists;
iii. pricing and sales policies, techniques and concepts;
iv. trade secrets; and
v. other Confidential Information concerning the business
operations or financing of the Company.
b) The Consultant acknowledges the information as referred to in
paragraph 9(a) could be used to the detriment of the Company.
Accordingly, the Consultant undertakes not to disclose same to any
third party either during the term of his employment except as may be
necessary in the proper discharge of his employment under this
Agreement, or after the term of his employment, however caused, except
with the written permission of an officer of the Company.
10. Assignment of Rights.
The rights which accrue to the Company under this Agreement shall
pass to its successors or assigns. The rights of the Consultant under
this Agreement are not assignable or transferable in any manner.
11. Notices.
a) Any notice required or permitted to be given to the Consultant
shall be sufficiently given if delivered to the Consultant personally
or if mailed by registered mail to the Consultant's address last known
of the Company;
b) Any notice required or permitted to be given to the Company
shall be sufficiently given if mailed by registered mail to the the
Company office at its address last known to the Consultant.
12. Severability.
In the event that any provision or part of this Agreement shall be
deemed void or invalid by a court of competent jurisdiction, the
remaining provisions or parts shall be and remain in full force and
effect.
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13. Entire Agreement.
The contract constitutes the entire Agreement between the parties
with respect to the engagement and appointment of the Consultant and no
representations, promises, agreements or understandings, written or
oral, express or implied, not contained in this Agreement, shall be
valid or binding unless it is in writing and signed by the party
intended to be bound. No waiver of any provision of this Agreement
shall be valid unless the same a in writing and signed by the party
against whom to waiver is sought to be enforced; moreover, no valid
waiver of my provision of this Agreement at any time shall be deemed a
waiver of any other provision of this Agreement at the time or shall be
deemed a valid waiver of the provision at any other time.
14. Modification of Agreement.
Any modification to this Agreement must be in writing and signed
by all parties or it shall have no effect and shall be void.
15. The headings used in this Agreement are for convenience only and
are not to be construed in any way as additions to or limitations or
the covenants and agreements combined in it.
16. Governing Law.
This Agreement shall be construed in accordance with the laws of
the State of Nevada
IN WITNESS WHEREOF, this Agreement has been executed by the
parties to it, the day, month and year first written above.
ExpediaCom Global, Inc. Lexxus Capital Corp.
Per: /s/ Xxxxxx X. Xxxxxx Per: Xxxx Xxxxxxxx
Xxxxxx X. Xxxxxx, President Xxxx Xxxxxxxx, President
