EXHIBIT 4.9
CONSULTING AGREEMENT
This agreement is made and entered into as of the 14th day of
September, 1999, by and between Advanced Knowledge, Inc. ("Issuer") and the
undersigned ("Consultant").
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant, and Consultant
desires to be retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant for Consultant's
services by issuing shares of Issuer's common stock, and Consultant desires to
be compensated by the receipt of such shares.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to
the conditions set forth in this agreement, Issuer and Consultant hereby agree
that:
1.1 For a period of 90 days after the date of this agreement,
Consultant shall serve as a consultant to Issuer in developing a workforce
training business plan for Issuer (the "Consulting Services"); and
1.2 Issuer agrees to issue to Consultant and Consultant agrees to
accept from Issuer, as compensation for the Consulting Services, that number of
shares of Issuer's common stock which is set forth on the signature page of this
agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to
register the issuance of the Shares to Consultant by filing a Form S-8
registration statement (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). Promptly after the Registration Statement becomes effective,
Issuer shall issue a stock certificate representing the Shares to Consultant and
shall deliver the stock certificate at the address specified by Consultant in
the delivery instructions on the signature page of this agreement.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents
and warrants to Consultant that:
3.1 Authority. The individual executing and delivering this
agreement on Issuer's behalf has been duly authorized to do so, the signature of
such individual is binding upon Issuer, and Issuer is duly organized and
subsisting under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this
agreement and (subject to its execution by Consultant) it constitutes a valid
and binding agreement of Issuer enforceable in accordance with its terms against
Issuer, except as such enforceability may be limited by principles of public
policy, and subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other
than common stock as of the date of this agreement. Issuer is authorized to
issue 25,000,000 shares of common stock, of which 4,000,000 shares are issued
and outstanding. All of Issuer's outstanding shares of common stock have been
duly and validly issued and are fully paid, non-assessable and not subject to
any preemptive or similar rights; and the Shares have been duly authorized and,
when issued and delivered to Consultant as payment for services rendered as
provided by this agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.
4. MISCELLANEOUS.
4.1 Assignment. This Agreement is not transferable or assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall
be entitled to rely on delivery by facsimile transmission of an executed copy of
this agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be considered
in construing this agreement.
4.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
4.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matters herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to such
matters.
4.6 Waiver and Amendment. Except as otherwise provided herein, the
provisions of this agreement may be waived, altered, amended or repealed, in
whole or in part, only upon the mutual written agreement of Consultant and
Issuer.
4.7 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
4.8 Governing Law. This agreement is governed by and shall be
construed in accordance with the internal law of the State of California without
reference to its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this
agreement as of the date first above mentioned.
"ISSUER" "CONSULTANT"
ADVANCED KNOWLEDGE, INC. -----------------------------------------
Name of Consultant (please type or print)
By:-------------------------- -----------------------------------------
Xxxxx Xxxxx, President and Signature and, if applicable, title of
Chief Executive Officer person signing
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Consultant's street address
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Number of Shares to be issued City, state/province, country and postal
to Consultant pursuant to this code
agreement
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Consultant's telephone number
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Consultant's Tax ID Number (if any)
DELIVERY. The address for delivery of
the certificate representing the Shares
is as follows:
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