EXHIBIT 4.2
CONSULTING AGREEMENT
This agreement ("Agreement") is made and entered into this 9th day of
March, 2000 between XxxxxxXxxx.xxx, Inc., a Nevada corporation (the "Company"),
Paladin Management Company, Ltd. ("Paladin"), Don Gulliman ("Gulliman") and Xxx
Xxxxxxx ("Xxxxxxx").
1. Consulting Services from Xxxxxxx.
a. The Company hereby retains and engages Xxxxxxx to perform
the following consulting services (the "Consulting Services"):
(1) Review and evaluate the Company's current
business plan and remain knowledgeable about the contents
thereof;
(2) Work with the Company's management to develop and
prepare a detailed strategic business plan as well as
periodically revise said plan as required during the Term of
this Agreement; and
(3) Provide general strategic advice and consultation
to the Company's management on all matters pertaining to the
business of the Company.
x. Xxxxxxx'x Duties Expressly Excluded. This Agreement
expressly excludes Xxxxxxx from providing any and all capital formation
and/or public relation services to the Company inclusive of but not
limited to (i) direct or indirect promotion of the Company's
securities; (ii) assistance in making of a market in the Company's
securities; and (iii) assistance in obtaining debt and/or equity
financing.
c. Consideration to Xxxxxxx. As full and complete
consideration for the performance by Xxxxxxx of the Consulting
Services, the Company will issue to Xxxxxxx 50,000 shares of the
Company's common stock, $0.001 par value as soon as practicable
following execution of this Agreement and the filing of a registration
statement under the Securities Act of 1933, as amended, on Form S-8 (or
other available form) covering said shares.
2. Other Services from Paladin and Gulliman.
a. The Company hereby retains and engages Paladin and Gulliman
to perform the following services:
(1) Market awareness to institutional class
investors and brokers;
(2) General market support and representation;
(3) Counsel concerning management of public
relations and market analysis, and;
(4) Provide introductions to key technology and
corporate contacts.
c. Consideration to Paladin and Gulliman. As full and complete
consideration for the performance by Paladin and Gulliman of the
services described herein, the Company will issue to Paladin and/or
Gulliman 450,000 shares of the Company's common stock, $0.001 par value
as soon as practicable following execution of this Agreement and
subject to the piggyback registration rights described below:
(1) 50,000 shares as soon as practicable
following execution of this Agreement;
(2) 100,000 shares will be issued at a purchase
price of $2.00 per share within 30 days following the
execution of this Agreement;
(3) 100,000 shares will be issued at a purchase
price of $3.00 per share within 30 days following the
execution of this Agreement; and;
(4) 100,000 shares will be issued at a purchase price
of $4.00 per share within 30 days following the execution of
this Agreement.
(5) 100,000 shares will be issued at a purchase price
of $5.00 per share within 90 days following the execution of
this Agreement.
c. Restricted Securities; Piggyback Registration Rights. The
shares issued to Paladin and/or Gulliman shall be "restricted
securities" as defined in Rule 144(a)(3) as promulgated by the
Securities and Exchange Commission. These shares shall have piggyback
registration rights.
3. Entire Agreement. This Agreement embodies the entire agreement
and understanding between the Company and the Consultants and supersedes any and
all negotiations, prior discussions and preliminary and prior agreements and
understandings related to the primary subject matter hereof. This Agreement
shall not be modified except by written instrument duly executed by each of the
parties hereto.
4. Waiver. No waiver of any of the provisions of this Agreement
shall be deemed, or shall constitute a waiver of any other provision, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
5. Assignment and Binding Effect. This Agreement and the rights
hereunder may not be assigned by the parties (except by operation of law or
merger) and shall be binding upon and inure to the benefit of the parties and
their respective successors, assigns and legal representatives.
6. Notices. Any notice or other communication between the parties
hereto shall be sufficiently given if sent by certified or registered mail,
postage prepaid, or faxed and confirmed at the following locations:
Company:
XxxxxxXxxx.xxx, Inc.
000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxx, President and CEO
Consultants:
Xxx Xxxxxxx
Don Gulliman
Paladin Management Company, Ltd.
000 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
or at such other location as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice or other communication shall
be deemed to be given on the date of receipt.
7. Severability. Every provision of this Agreement is intended
to be severable. If any term or provision hereof is deemed unlawful or invalid
for any reason whatsoever, such unlawfulness or invalidity shall not affect the
validity of this Agreement.
8. Governing Law. This Agreement shall be construed and
interpreted in accordance with the laws of the State of Indiana, without giving
effect to conflicts of laws.
9. Further Acts. Each party agrees to perform any further acts
and execute and deliver any further documents that may be reasonably necessary
to carry out the provisions and intent of this Agreement.
10. Acknowledgment Concerning Counsel. Each party acknowledges
that it had the opportunity to employ separate and independent counsel of its
own choosing in connection with this Agreement.
11. Independent Contractor Status. There is no relationship,
partnership, agency, employment, franchise or joint venture between the parties.
The parties have no authority to bind the other or incur any obligations on
their behalf.
12. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.
XXXXXXXXXX.XXX, INC.
By /s/ Xxxx X. Xxxxx
----------------------------
Xxxx X. Xxxxx, President/
Chief Executive Officer
/s/ Xxx Xxxxxxx
----------------------------
Xxx Xxxxxxx
/s/ Don Gulliman
----------------------------
Don Gulliman
PALADIN MANAGEMENT COMPANY, LTD.
By /s/ Don Gulliman
----------------------------
Don Gulliman, Chief Operating Officer
