Exhibit 4.1 Advisory and Consulting Agreements
Number of Shares/Options
------------------------
4.1(a) 500,000
4.1(b) 250,000
4.1(c) 266,000
Exhibit 4.1(a)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of
October 21, 1999, by and between Xxxxx Xxxxxxx, 000 Xxxxxxxx Xx.,
Xxxxxxxxx, XX 00000 ("Consultant") and China Peregrine Food Corporation,
00000 X.X. Xxxxxxx 0, Xxxxx 000, Xxxxx Xxxx Xxxxx, Xxxxxxx 00000 (the
"Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in
connection with its business; and
WHEREAS, Consultant can provide the Company with strategic planning
and marketing consulting services and is desirous of performing such
services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on October 20, 2000, unless earlier
terminated in accordance with paragraph 7 herein or extended as agreed to
between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice
to, undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisitions and business
opportunities, and shall review and advise the Company regarding its
overall progress, needs and condition. Consultant agrees to provide on a
timely basis the following enumerated services plus any additional services
contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote the image
of the Company and its products and services;
(c) Advise the Company relative to the recruitment and
employment of key executives consistent with the expansion of
operations of the Company;
(d) The identification, evaluation, structuring, negotiating
and closing of joint ventures, strategic alliances, business
acquisitions and advice with regard to the ongoing managing and
operating of such acquisitions upon consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans,
institutional loans, private debt funding, mezzanine financing, blind
pool financing and other preferred and common stock equity private or
public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any
facts which would affect the accuracy of any data and information
previously supplied pursuant to this paragraph. The Company shall promptly
supply Consultant with full and complete copies of all financial reports,
all fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
5. COMPENSATION.
The Company will immediately grant Consultant the option to purchase
250,000 shares of the Company's Common Stock with an exercise price of $.50
per share and 250,000 shares of the Company's Common Stock with an exercise
price of $.75 per share which options shall expire on October 20, 2000 at
5:00 P.M. P.S.T. , subject always to the terms and conditions of the
corresponding warrant which is being issued in conjunction with this
Agreement. Consultant in providing the foregoing services, shall be
reimbursed for any pre-approved out-of-pocket costs, including, without
limitation, travel, lodging, telephone, postage and Federal Express
charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information
and data which it supplies to Consultant and acknowledges its awareness
that Consultant will rely on such continuing representation in
disseminating such information and otherwise performing its advisory
functions. Consultant in the absence of notice in writing from the
Company, will rely on the continuing accuracy of material, information and
data supplied by the Company. Consultant represents that he has knowledge
of and is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
Termination: This Agreement may be terminated by either Party upon
written notice to the other Party for any reason which shall be effective
five (5) business days from the date of such notice. This Agreement shall
be terminated immediately upon written notice for material breach of this
Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof.
This Consulting Agreement may be amended only in writing signed by both
Parties.
Notices: Any notice required or permitted to be given hereunder
shall be in writing and shall be mailed or otherwise delivered in person or
by facsimile transmission at the address of such Party set forth above or
to such other address or facsimile telephone number as the Party shall have
furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of
this Consulting Agreement shall not operate as or be construed to be a
waiver of any other breach of that provision or of any breach of any other
provision of this Consulting Agreement. The failure of a Party to insist
upon strict adherence to any term of this Consulting Agreement on one or
more occasions will not be considered a waiver or deprive that Party of the
right thereafter to insist upon adherence to that term of any other term of
this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is
invalid, illegal, or unenforceable, the balance of this Consulting
Agreement shall remain in effect, and if any provision is inapplicable to
any person or circumstance, it shall nevertheless remain applicable to all
other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out
of this Consulting Agreement shall be submitted to arbitration under the
rules of the American Arbitration Association and the decision of the
arbiter(s) shall be enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in Orange County, CA. The interpretation and
the enforcement of this Agreement shall be governed by California Law as
applied to residents of the State of California relating to contracts
executed in and to be performed solely within the State of California. In
the event any dispute is arbitrated, the prevailing Party (as determined by
the arbiter(s)) shall be entitled to recover that Party's reasonable
attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by
the Parties as of the date first above written.
CHINA PEREGRINE FOOD CORPORATION CONSULTANT
/s/ Xxx X. Xxxxxx /s/ Xxxxx Xxxxxxx
----------------------------------- -----------------------------------
Xxx X. Xxxxxx, President and Xxxxx Xxxxxxx
Director
Exhibit 4.1(b)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of
October 21, 1999, by and between Xxxxxx Xxxxx, 0000 Xxxxx Xxxxxxx Xx., Xxx
Xxxxxxx, XX 00000 ("Consultant") China Peregrine Food Corporation, 00000
X.X. Xxxxxxx 0, Xxxxx 000, Xxxxx Xxxx Xxxxx, Xxxxxxx 00000 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in
connection with its business; and
WHEREAS, Consultant can provide the Company with strategic planning
and marketing consulting services and is desirous of performing such
services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on October 20, 2000, unless earlier
terminated in accordance with paragraph 7 herein or extended as agreed to
between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice
to, undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisitions and business
opportunities, and shall review and advise the Company regarding its
overall progress, needs and condition. Consultant agrees to provide on a
timely basis the following enumerated services plus any additional services
contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote the image
of the Company and its products and services;
(c) Advise the Company relative to the recruitment and
employment of key executives consistent with the expansion of
operations of the Company;
(d) The identification, evaluation, structuring, negotiating
and closing of joint ventures, strategic alliances, business
acquisitions and advice with regard to the ongoing managing and
operating of such acquisitions upon consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans,
institutional loans, private debt funding, mezzanine financing, blind
pool financing and other preferred and common stock equity private or
public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any
facts which would affect the accuracy of any data and information
previously supplied pursuant to this paragraph. The Company shall promptly
supply Consultant with full and complete copies of all financial reports,
all fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
5. COMPENSATION.
The Company will immediately grant Consultant the option to purchase
125,000 shares of the Company's Common Stock with an exercise price of $.50
per share and purchase 125,000 shares of the Company's Common Stock with an
exercise price of $.75 per share, which options shall expire on October 20,
2000 at 5:00 P.M. P.S.T. , subject always to the terms and conditions of
the corresponding warrant which is being issued in conjunction with this
Agreement. Consultant in providing the foregoing services, shall be
reimbursed for any pre-approved out-of-pocket costs, including, without
limitation, travel, lodging, telephone, postage and Federal Express
charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information
and data which it supplies to Consultant and acknowledges its awareness
that Consultant will rely on such continuing representation in
disseminating such information and otherwise performing its advisory
functions. Consultant in the absence of notice in writing from the
Company, will rely on the continuing accuracy of material, information and
data supplied by the Company. Consultant represents that he has knowledge
of and is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
Termination: This Agreement may be terminated by either Party upon
written notice to the other Party for any reason which shall be effective
five (5) business days from the date of such notice. This Agreement shall
be terminated immediately upon written notice for material breach of this
Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof.
This Consulting Agreement may be amended only in writing signed by both
Parties.
Notices: Any notice required or permitted to be given hereunder
shall be in writing and shall be mailed or otherwise delivered in person or
by facsimile transmission at the address of such Party set forth above or
to such other address or facsimile telephone number as the Party shall have
furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of
this Consulting Agreement shall not operate as or be construed to be a
waiver of any other breach of that provision or of any breach of any other
provision of this Consulting Agreement. The failure of a Party to insist
upon strict adherence to any term of this Consulting Agreement on one or
more occasions will not be considered a waiver or deprive that Party of the
right thereafter to insist upon adherence to that term of any other term of
this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is
invalid, illegal, or unenforceable, the balance of this Consulting
Agreement shall remain in effect, and if any provision is inapplicable to
any person or circumstance, it shall nevertheless remain applicable to all
other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out
of this Consulting Agreement shall be submitted to arbitration under the
rules of the American Arbitration Association and the decision of the
arbiter(s) shall be enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in Orange County, CA. The interpretation and
the enforcement of this Agreement shall be governed by California Law as
applied to residents of the State of California relating to contracts
executed in and to be performed solely within the State of California. In
the event any dispute is arbitrated, the prevailing Party (as determined by
the arbiter(s)) shall be entitled to recover that Party's reasonable
attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by
the Parties as of the date first above written.
CHINA PEREGRINE FOOD CORPORATION CONSULTANT
/s/ Xxx X. Xxxxxx /s/ Xxxxxx Xxxxx
----------------------------------- -----------------------------------
Xxx X. Xxxxxx, President and Xxxxxx Xxxxx
Director
Exhibit 4.1(c)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of
October 21, 1999, by and between Xxxxx Benz, 000 Xxxxxxxx Xxxxxx, Xxx
Xxxxx, XX 00000 ("Consultant") and China Peregrine Food Corporation, 00000
X.X. Xxxxxxx 0, Xxxxx 000, Xxxxx Xxxx Xxxxx, Xxxxxxx 00000 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in
connection with its business; and
WHEREAS, Consultant can provide the Company with strategic planning
and marketing consulting services and is desirous of performing such
services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on October 20, 2000, unless earlier
terminated in accordance with paragraph 7 herein or extended as agreed to
between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice
to, undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisitions and business
opportunities, and shall review and advise the Company regarding its
overall progress, needs and condition. Consultant agrees to provide on a
timely basis the following enumerated services plus any additional services
contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote the image
of the Company and its products and services;
(c) Advise the Company relative to the recruitment and
employment of key executives consistent with the expansion of
operations of the Company;
(d) The identification, evaluation, structuring, negotiating
and closing of joint ventures, strategic alliances, business
acquisitions and advice with regard to the ongoing managing and
operating of such acquisitions upon consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans,
institutional loans, private debt funding, mezzanine financing, blind
pool financing and other preferred and common stock equity private or
public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any
facts which would affect the accuracy of any data and information
previously supplied pursuant to this paragraph. The Company shall promptly
supply Consultant with full and complete copies of all financial reports,
all fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
5. COMPENSATION.
The Company will immediately grant Consultant the option to purchase
141,000 shares of the Company's Common Stock with an exercise price of $.50
per share and 125,000 shares of the Company's Common Stock with an exercise
price of $.75 per share, which options shall expire and on October 20, 2000
at 5:00 P.M. P.S.T. , subject always to the terms and conditions of the
corresponding warrant which is being issued in conjunction with this
Agreement. Consultant in providing the foregoing services, shall be
reimbursed for any preapproved out-of-pocket costs, including, without
limitation, travel, lodging, telephone, postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information
and data which it supplies to Consultant and acknowledges its awareness
that Consultant will rely on such continuing representation in
disseminating such information and otherwise performing its advisory
functions. Consultant in the absence of notice in writing from the
Company, will rely on the continuing accuracy of material, information and
data supplied by the Company. Consultant represents that he has knowledge
of and is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
Termination: This Agreement may be terminated by either Party upon
written notice to the other Party for any reason which shall be effective
five (5) business days from the date of such notice. This Agreement shall
be terminated immediately upon written notice for material breach of this
Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof.
This Consulting Agreement may be amended only in writing signed by both
Parties.
Notices: Any notice required or permitted to be given hereunder
shall be in writing and shall be mailed or otherwise delivered in person or
by facsimile transmission at the address of such Party set forth above or
to such other address or facsimile telephone number as the Party shall have
furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of
this Consulting Agreement shall not operate as or be construed to be a
waiver of any other breach of that provision or of any breach of any other
provision of this Consulting Agreement. The failure of a Party to insist
upon strict adherence to any term of this Consulting Agreement on one or
more occasions will not be considered a waiver or deprive that Party of the
right thereafter to insist upon adherence to that term of any other term of
this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is
invalid, illegal, or unenforceable, the balance of this Consulting
Agreement shall remain in effect, and if any provision is inapplicable to
any person or circumstance, it shall nevertheless remain applicable to all
other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out
of this Consulting Agreement shall be submitted to arbitration under the
rules of the American Arbitration Association and the decision of the
arbiter(s) shall be enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in Orange County, CA. The interpretation and
the enforcement of this Agreement shall be governed by California Law as
applied to residents of the State of California relating to contracts
executed in and to be performed solely within the State of California. In
the event any dispute is arbitrated, the prevailing Party (as determined by
the arbiter(s)) shall be entitled to recover that Party's reasonable
attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by
the Parties as of the date first above written.
CHINA PEREGRINE FOOD CORPORATION CONSULTANT
/s/ Xxx X. Xxxxxx /s/ Xxxxx Benz
----------------------------------- -----------------------------------
Xxx X. Xxxxxx, President and Xxxxx Benz
Director
