Exhibit 4.4
Consulting Agreement with Cambria Investment Group, Ltd.
AGREEMENT
This Agreement ("Agreement") is entered as of this 15th day of October,
1996 between Cambria Investment Group, Ltd. ("Consultant") and Classic
Restaurants International, Inc., a Colorado corporation ("Company").
RECITALS
WHEREAS, Company desires to and is willing to engage certain
Consultant's services upon the terms and conditions herein contained; and
WHEREAS, Consultant is willing to be engaged and retained by Company in
a capacity and upon said terms and conditions.
NOW THEREFORE, in consideration of the foregoing recitals, the parties
hereto agree as follows:
SECTION 1. CONSULTANT SERVICES. SCOPE OF POWERS. Company hereby engages
Consultant to perform certain advisory corporate services, which services shall
not be in connection with any capital raising activities (the "Services").
Consultant is not obligated to a specific amount of time to the above-described
activities, but agrees to devote such time and effort as may be required by the
Company. Consultant does not guarantee the results of its services, but agrees
to devote such time and effort as may be required to obtain the best results
from its services satisfactory to Company. The powers granted to Consultant
under this Agreement are always subject to and conditioned upon Consultant's
responsibilities and representations under this Agreement.
SECTION 2. COMPENSATION. In exchange for its services as the Consultant
with respect to, Consultant shall receive compensation equal to 37,500 shares of
Class A common stock of the Company. Such shares shall be registered by the
Company on the registration statement on Form S-8, no later than 10 days from
the date of this Agreement. In addition, Company will be responsible for costs
and expenses incurred by Consultant, subject to prior approval of Company.
SECTION 3. RELATIONSHIP OF PARTIES. This Agreement shall not constitute
an employer-employee. This Agreement shall be construed to create the
relationship of principal and agent between the parties hereto. It is the
intention of each party that Consultant shall be an exclusive Consultant and not
an employee or successor of Company. The manner and means utilized by
Consultant, and the scope of authority granted to Consultant in performance of
Services hereunder shall be subject to the express provisions herein and express
authority and powers granted to Consultant by Company subject to such
provisions.
SECTION 4. TERM. The term of this Agreement shall commence as of the
date set forth in Section 2 and shall remain in effect for a period of two (2)
months, subject to 2 days' cancellation by either party.
SECTION 5. DISCLOSURE OF INFORMATION. Consultant agrees not at any time
(during or after the term of this Agreement) to disclose or use, except in
rendering the Services, any Proprietary Information of Company. For purposes of
this Agreement the phrase "Proprietary Information" means all information which
is known or intended to be known only to Company or Consultant, except in
pursuit of the Services, any document, record or other information of Company or
others in a confidential relationship with Company or any affiliate of Company,
and relates to specific business matters such as patents, patent applications,
trade secrets, secret processes, proprietary know-how, if any, or information
relating to Company's business. Consultant recognizes that all such documents,
records or other information, whether developed by Consultant or by someone else
for Company, or of any affiliate of Company, are the exclusive property of
Company.
SECTION 6. EXCLUSIVITY. Company agrees that for the term of this
Agreement and for any renewal thereof, it shall not contract with any other
entity for the same or similar services.
SECTION 7. MISCELLANEOUS. This Agreement shall inure to the benefit of
the successors and assigns of the parties hereto. Except where the laws of
another jurisdiction are mandatorily applicable, this Agreement and the legal
relations among the parties hereto shall be governed by, and construed in
accordance with, the laws of the State of California, except provisions relating
to conflicts of laws. In case of any conflict arising out of the interpretation
of this Agreement, the parties hereby consent to binding arbitration by a
mutually agreed neutral third party, or if such a party is not agreed to,
according to the rules of the American Arbitration Association. In any
proceeding arising out of such conflict, the prevailing party shall be entitled,
in addition to other damages sought, attorneys' fees, including attorneys' fees
expanded in the collection of any judgment. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement. No purported waiver by any party of any default by any other party of
any term, covenant or condition contained herein shall be deemed to be a waiver
of such term, covenant or condition unless the waiver is in writing and signed
by the waiving party. No such waiver shall in any event be deemed a waiver of
any subsequent default under the same or any other term, covenant or condition
contained herein. This Agreement, together with any certificate, exhibit or
other document given or delivered pursuant hereto, sets forth the entire
understanding among the parties concerning the subject matter of this Agreement
and incorporates all prior negotiations and understandings. If any term,
covenant or condition in this Agreement or the application thereof to any person
or circumstance shall be invalid or unenforceable, the remainder of this
Agreement or the application of such term, covenant or condition to person or
circumstances, other than those as to which it is held invalid, shall remain
unaffected thereby and each term, covenant or condition of this Agreement shall
be valid and enforced to the fullest extent permitted by law. This Agreement is
to be deemed to have been prepared jointly by the parties hereto and any
uncertainty or ambiguity existing herein, if any, shall not be interpreted
against any party, but shall be interpreted according to the application of the
rules of interpretation for arm's length agreements.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered in its name and on its behalf, all
as of the date and year first above written.
CLASSIC RESTAURANTS INTERNATIONAL, INC. CAMBRIA INVESTMENT GROUP, LTD.
/s/Xxxxx X. Xxxx /s/Xxxxx X. Xxxxx
Authorized Officer Authorized Officer
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