EXHIBIT 4.1
CONSULTING AGREEMENT WITH MERCATOR GROUP
CONSULTING AGREEMENT, dated as of January 6, 2003 between
MediaBus Networks, a Florida Corporation (the "Company") and
Mercator Group, a California Limited Liability Company with
executive offices located at 000 X. Xxxxxx Xxxxxx, Xxx 0000, Xxx
Xxxxxxx, Xxxxxxxxxx 00000 (the "Consultant").
WITNESSETH:
WHEREAS, the Company, through its affiliates and principals, has
extensive experience in its areas of expertise, including, without
limitation, financial, strategic and operational consulting and
other business matters; and
WHEREAS, the Consultant has expertise in the assisting in the
development and expansion of companies such as the Company, and
WHEREAS, the Company desires to retain the services of the
Consultant to render strategic advice with respect to the
development of the Company; and
WHEREAS, the Consultant wishes to render such services to the
Company upon the terms, conditions and covenants set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, and subject to the conditions
contained herein, the parties hereto hereby agree as follows:
I. Terms of Service:
Section 1.01 Duties: The Consultant will advise the Company's
management, employees, and agents with respect to the Company's
field of interest and business, and strategic and commercial
matters related to the Consultant's expertise. The Consultant will
use best efforts to assist the company in overall operational and
business strategy. Upon reasonable notice to the Consultant, the
Company will have access to the Consultant at reasonable times in
order to discuss matters related to the Company's business. The
services to be provided by the Consultant pursuant to the terms
hereof, whether such services are performed verbally or in writing,
shall be reasonable in terms of hours per month. If no such
services are requested, the consulting fees provided for herein
shall still be paid. Notwithstanding the foregoing, the Consultant
will use the Consultants best efforts to provide the following
services:
(a) Assist the Company in identifying a potential merger or acquisition
candidate; or
(b) Assist the Company in exploring strategic alternatives to its
current business; or
(c) Assist the Company in listing on foreign exchanges.
Section 1.02 Term: Termination: The term (the "Term") of this
Agreement shall be twelve (12) months, commencing on the date
hereof. In the event of any earlier termination of this Agreement,
the parties hereto agree that the Consultant shall be entitled to
the amounts otherwise due hereunder notwithstanding such
termination.
Section 1.03 Consulting Fee.
(a) The Company shall pay the Consultant ninety-five thousand dollars
($95,000) in the form of common stock of the Company (4,750,000
shares as of the date of this Agreement) (the "Consulting Shares");
and
(b) The Company shall pay a one time engagement fee of one thousand
eight hundred fifty seven dollars in the form of common stock of
the Company (92,850 shares as of the date of this Agreement) (the
"Engagement Shares").
Section 1.04 Expenses. If the Company requests the Consultant to
provide any specific services hereunder that cause the Consultant
to incur expenses, the Company shall reimburse the Consultant for
all expenses upon presentation of expense vouchers or statements or
such other supporting information as the Company may require.
However, notwithstanding anything contained in the foregoing to the
contrary, the Consultant shall not incur any reimbursable expense
in excess of $1,000.00 without the prior written consent of the
Company.
II. Miscellaneous:
Section 2.01 No Violation of Other Agreements. Each of the
parties hereto represents and warrants that execution, delivery, or
performance of this Agreement does not conflict with, or violate
the terms of, any other agreement to which it is a party or by
which it is bound.
Section 2.02 Registration and Disbursement. The Company agrees to
register the common stock issued to the Consultant under an S-8
Registration with the Securities Exchange Commission (the
"Registration"). For the purpose of the Registration the Company
agrees to distribute the Consulting Shares and the Engagement
Shares in the following manner:
(a) Xxxxxxxx Xxxx - 1,162,285 shares
(b) Xxxx Xxxxxxxx - 581,143 shares
(c) Tisno Onggara - 581,143 shares
(d) Xxxxx Xxxxxxxxx - 581,143 shares
(e) Xxxxx Xxxxx - 1,937,142 shares
Section 2.03 Independent Contractor: Limitation of Liability.
(a) The Consultant is an independent contractor to the Company,
and nothing herein shall be deemed to constitute the Consultant or
its agents as an employee or agent of the Company.
(b) The Company acknowledges that it remains solely responsible
for the conduct and operation of its business and that the
Consultant makes no representation or warranty and assumes no
liability with respect to the outcome or result of any particular
course of action or operation of the Company's business.
Section 2.04 Notices. Any notice provided under this Agreement
shall be in writing and shall be deemed to have been effectively
given when delivered personally, sent by private express mail
service (such as Federal Express), or sent by registered or
certified mail (return receipt requested) to the address set forth
in the introductory paragraph hereof (or to other address as any
party has furnished in writing to the other parties in accordance
with the provisions of this Section 2.03).
Section 2.05 Assignment. None of the parties may assign its
interest in this Agreement or delegate its responsibilities
hereunder without prior written consent of the other party.
Section 2.06 Severability. The invalidity or unenforceability of
any particular provision of this Agreement or portion thereof shall
not affect the validity or unenforceability of any other provision
thereof. If any provision of this Agreement is adjudicated to be
so broad as to be unenforceable, it shall be interpreted to be only
as broad as is enforceable.
Section 2.07 Counterparts: Governing Law. This Agreement may
be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California,
without giving effect to conflict of laws.
Section 2.08 Headings. The article and section headings in this
Agreement are solely for convenience of reference and shall be
given no effect in the construction or interpretation of this
Agreement.
By:
Mediabus Networks,
By: __________________________
Xxx Xxxxxxxx, CEO
By:
MERCATOR GROUP, LLC
By: ____________________________
Name: _________________________
Title: ___________________________
Date: ___________________________
