EXHIBIT 4.12
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 26th day of July, 2000, by
and between Xxxxxx.xxx, Inc. ("Issuer") and the undersigned Xxxxxx X.
Xxxxxxxxx, Xx. 0000 Xxxxx Xxxxx, Xxxxxxx, XX 00000 ("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 360 days after the date of this agreement, Consultant
shall serve as a consultant to Issuer in evaluating potential business
opportunities and helping with the development of business strategies(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. Within 30 days the 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. If the above filing and issuance does not take place within a
30 day period from the date of this agreement the Issuer will be accessed an
additional 50,000 shares of stock.
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
100,000,000 Shares of Common Stock, of which 13,142,200 Shares are issued and
outstanding. All of Issuer's outstanding Shares of Common Stock have been
duly and validly issued and are fully paid, nonassessable 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 nonassessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.
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4. MISCELLANEOUS.
4.1 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.
4.2 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.
4.3 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.
4.4 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.
4.5 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.
4.6 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.
4.7 Governing Law. This agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada 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"
Xxxxxx.xxx,, Inc.
/s/ Xxxxxxx Xxxxxxxx
--------------------
Xxxxxxx Xxxxxxxx
President
"CONSULTANT"
Xxxxxx X. Xxxxxxxxx, Xx.
/s/ Xxxxxx X. Xxxxxxxxx, Xx.
----------------------------
Signature
Xxxxxx X. Xxxxxxxxx, Xx.
0000 Xxxxx Xxxxx,
Xxxxxxx, XX 00000
425,000 Shares of Xxxxxx.xxx, Inc. common voting shares to be Issued
immediately upon execution of this S-8 agreement.
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