Exhibit 4.20
CONSULTANT AGREEMENT
This Agreement is made and entered into as of the 1st day of March 2003, between
Decorize, Inc.(the "Company") and Xxxx Xxxx ("Consultant").
In consideration of and for the mutual promises and covenants contained herein,
and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. Purpose. The Company hereby employs the Consultant during the Term (as
defined below) to render consulting advice to the Company and its associates in
connection with investor relations, upon the terms and conditions set forth
herein.
2. Term. This Agreement shall be effective for a four-month period (the
"Term") commencing on the date hereof and ending on June 30, 2003.
3 .Duties of Consultant. During the term of this Agreement, the Consultant
shall provide the Company those services described on Exhibit A which is
attached hereto and made a part hereof. Notwithstanding the foregoing, it is
understood and acknowledged by the parties that the Consultant: (a) shall
perform its analysis and reach its conclusions about the Company independently;
and (b) shall not render advice and/or services to the Company in any manner,
directly or indirectly, that is in connection with the offer or sale of
securities in a capital raising transaction or that could result in market
making. This engagement does not create an agency relationship, and Consultant
shall have no authority to bind the Company or make any statements, assurances
or commitments on its behalf.
4. Activities; Indemnification. Consultant agrees that it will conduct its
activities on behalf of the Company and its associate in compliance with all
applicable state and federal laws Consultant will not act, or fail to act, in
any way that might make unavailable to the Company any of the exemptions from
registration under both state and federal securities law that it is relying
upon. Consultantshall indemnify the Company and its officers, directors,
stockholders and associates fully against any and all costs and claims arising
from Consultant's failure to comply with the foregoing covenants.
5. Compensation. For services to be rendered by the Consultant hereunder, the
Consultant shall be paid 30,000 restricted shares of Decorize, Inc., payable
10,000 shares upon execution of this agreement and 6,667 shares each on April 1
and May 1, and 6,666 shares on June 1, 2003.
6. Further Agreements. Because of the nature of the services being provided by
Consultant hereunder, Consultant acknowledges that Company may not, and does not
intend to, provide Consultant any confidential information and that Consultant
will receive only information that is provided to the investing community.
Without limiting anything in Section 4, if Consultant obtains any such
information, it shall maintain the
confidentiality of such information and refrain from any disclosure of such
information not authorized by the Company in writing.
7. Severability. If any provision of this Agreement shall be held or made
invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the
remainder of this Agreement shall not be affected thereby and, to this extent,
the provisions of this Agreement shall be deemed to be severable.
8. Governing Law: Venue: Jurisdiction. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the State of Missouri,
without reference to principles of conflicts or choice of law thereof. Each of
the parties consents to the jurisdiction of the state courts of the State of
Missouri in connection with any dispute arising under this Agreement and hereby
waives, to the maximum extent permitted by law, any objection, including any
objection based on forum non conveniens to the bringing of any such proceeding
in such jurisdiction. Each party to this Agreement irrevocably consents to the
service of process in any such proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to such party at its address set
forth herein. Nothing herein shall affect the right of any party to serve
process in any other manner permitted by law. Each party waives its right to a
trial by jury. 9.Miscellaneous.
(a) Any notice or other communication between parties hereto shall be
sufficiently given if sent by certified or registered mail, postage
prepaid, if to the Consultant, addressed to it at 000 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, or to Decorize, Inc. at 0000 Xxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxx, 00000 or such address as may hereafter be designated
in writing by one party to the other. Any notice or other communication
hereunder shall be deemed given three days after deposit in the mail if
mailed by certified mail, return receipt requested, or on the day after
deposit with an overnight courier service for next day delivery, or on the
date delivered by hand or by facsimile with accurate confirmation generated
by the transmitting facsimile machine, at the address or number designated
above (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business
hours where such notice is to be received).
(b) This Agreement embodies the entire Agreement and understanding between
the Company and the Consultant and supersedes any and all negotiations,
prior discussions and preliminary and prior arrangements and understandings
related to the central subject matter hereof.
(c) This Agreement has been duly authorized, executed and delivered by and
on behalf of the Company and the Consultant.
(d) This Agreement and all rights, liabilities and obligations hereunder
shall be binding upon and inure to the benefit of each party's successors
but may not be assigned without the prior written approval of the other
party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date hereof.
CONSULTANT: XXXX XXXX
/s/ Xxxx Xxxx
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DECORIZE, INC.
By: /s/ Xxxx Xxxxxxxxx
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EXHIBIT A
Meetings and other communication with institutional investors, brokers and
brokerage firms to develop interest in and support for the Company.
Maintenance of database of institutional investors, brokers and brokerage firms
to whom Company is presented or with whom Company is discussed
