EXHIBIT 4.1
LETTER AGREEMENT
TIDALWAVE HOLDINGS INC.
0000 X.X. 00xx XXXXXX
XX. XXXXXXXXXX, XXXXXXX 00000
(954) 255-6753
September 14, 2000
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx & Associates
0000 Xxxxx 0X., 0xx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx
RE: Payment for Services from Tidalwave Holdings
Inc. to Xxxxxxx X. Xxxxxx & Associates
Dear Xx. Xxxxxx:
The following hereby sets forth a payment agreement between
Tidalwave Holdings Inc.. ("Tidalwave") and Xxxxxxx X. Xxxxxx
& Associates:
1. Tidalwave agrees to issue 147,059 shares of
Tidalwave to Xxxxxxx X. Xxxxxx & Associates. Such shares
will be received within 30 days of the signing of this
agreement. These shares are to account for a partial
payment of $15,000 and are to credit the outstanding balance
of $29,328.75 which accounts for legal services rendered for
Tidalwave and in addition, Tidalwave will also pay an
additional $2,500 to Xxxxxxx X. Xxxxxx & Associates in
shares over and above the outstanding balance owed, in
consideration for allowing Tidalwave to keep an outstanding
balance with Xxxxxxx X. Xxxxxx & Associates for such an
extended period of time. The amount of shares issued will
be based on $17,500 and then divided by the average closing
price of $0.119 of Tidalwave stock for the last 30 trading
days prior to the signing of this agreement as it is quoted
on the OTC Electronic Bulletin Board.
Tidalwave Holdings Inc. agrees to file an S-8 registration
statement immediately after execution of this agreement to
register the above referenced shares. The above referenced
shares which represent legal work undertaken by Xxxxxxx X.
Xxxxxx & Associates does not include any work related to
capital raising transactions or making a market in the
common stock of Tidalwave Holdings Inc.
If the foregoing meets with your approval, please sign two
copies of this letter and return one to the undersigned.
Very truly yours,
ACCEPTED AND AGREED TO
this 14TH day of September, 2000
Tidalwave Holdings Inc. Xxxxxxx X. Xxxxxx & Associates
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
------------------------ --------------------------------
Xxxx Xxxxx Xxxxxxx X. Xxxxxx
President
CONSULTING AGREEMENT
This Agreement is made as of this September 14, 2000, by and
between Tidalwave Holdings Inc. ("the Company") a
corporation duly organized and existing under the laws of
Florida, with offices at 0000 X.X. 00xx Xxxxxx, Xx.
Xxxxxxxxxx, Xxxxxxx 00000 and Xxxxxxx X. Xxxxxx ("the
Consultant") with office at Freehold Executive Center, 0000
Xxxxx 0 Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000.
WHEREAS, the Company is a reporting company under the
1934 Exchange Act and has business operations in the
computer and online mortgage industry.
WHEREAS, the Consultant provides general legal services
for the Company.
WHEREAS, the Company wishes to retain the services of
the Consultant on the following terms and conditions:
1. The Company hereby retains the services of the
Consultant for various legal projects (excluding projects
regarding capital raising or making a market in the
Company's stock). In exchange for the Consulting Services
(as that term is defined herein), the Consultant shall
receive 147,059 shares of the Company's common stock, which
shares shall be registered in an S-8 registration statement
to be filed by the Company. Such shares are being issued to
compensate Consultant for legal fees undertaken in the
amount of $15,000.
2. The Consultant shall, employing his best
efforts, assist the Company by providing legal services as
requested by the Company.
3. The Consultant shall be an independent
contractor and shall have no right or authority to assume or
create any obligations or responsibility, express or
implied, on behalf of or in the name of the Company, unless
specifically authorized in writing by the Company. No
provision of this Agreement shall be construed to preclude
the Consultant from pursuing other projects.
4. The Consultant (including any person or entity
acting for or on behalf of the Consultant) shall not be
liable for any mistakes of fact or errors of judgment for
losses sustained by the Company or any subsidiary or for any
acts or omissions of any kind, unless caused by the
negligence or intentional misconduct of the Consultant or
any person or entity acting for or on behalf of the
Consultant.
5. The Company and its present and future
subsidiaries jointly and severally, agree to indemnify and
hold harmless the Consultant against any loss, claim, damage
or liability whatsoever, (including reasonable attorneys'
fees and expenses), to which such Indemnified Party may
become subject as a result of performing any act (or
omitting to perform any act) contemplated to be performed by
the Consultant pursuant to this Agreement if such act or
omission did not violate the provisions of Section 4 of this
Agreement. So long as the Company has not provided counsel
to the Indemnified Party in accordance with the terms of
this Agreement, the Company and its subsidiaries agree to
reimburse the defense of any action or investigation
(including reasonable attorney's fees and expenses), subject
to any understanding from such Indemnified Party to repay
the Company or its subsidiaries if it is ultimately
determined that such Indemnified Party is not entitled to
such indemnity. In case any action, suit or proceeding
shall be brought or threatened, in writing, against any
Indemnified Party, it shall notify the Company within twenty
(20) days after the Indemnified Party receives notice of
such action, suit or such threat. The Company shall have
the right to appoint the Company's counsel to defend such
action, suit or proceeding, provided that such Indemnified
Party consents to such representation by such counsel, which
consent shall not be unreasonably withheld. In the event
any counsel appointed by the Company shall not be acceptable
to such Indemnified Party, then the Company shall have the
right to appoint alternative counsel for such Indemnified
Party reasonably acceptable to such Indemnified Party, until
such time as acceptable counsel can be appointed. In any
event, the Company shall, at its sole cost and expense, be
entitled to appoint counsel to appear and participate as
co-counsel in the defense thereof. The Indemnified Party,
or its co-counsel, shall promptly supply the Company's
counsel with copies of all documents, pleadings and notices
which are filed, served or submitted in any of the
aforementioned. No indemnified Party shall enter into any
settlement without the prior written consent of the Company,
which consent shall not be unreasonable withheld.
6. This Agreement shall be binding upon the Company
and the Consultant and their successors and assigns.
7. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for
any reason whatsoever, (i) the validity, legality and
enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any section
of this Agreement containing any such provision held to be
invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby; and (ii) to the fullest extent
possible, the provisions of this Agreement (including,
without limitation, each portion of any Section of this
Agreement containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held,
invalid illegal or unenforceable.
8. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by
both parties hereto. No waiver of any other provisions
hereof (whether or no similar) shall be binding unless
executed in writing by both parties hereto nor shall such
waiver constitute a continuing waiver.
9. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed
to be an original but all of which shall constitute one and
the same Agreement.
10. The Parties agree that should any dispute arise
in the administration of this Agreement, that the agreement
shall be governed and construed by the Laws of the State of
New Jersey.
11. This Agreement contains the entire agreement
between the Parties with respect to the consulting services
to be provided to the Company by the Consultant and
supersedes any and all prior understandings, agreement or
correspondence between the Parties.
IN WITNESS WHEREOF, the Company and the Consultant have
caused this Agreement to be signed by duly authorized
representatives as of the day and year first above written.
TIDALWAVE HOLDINGS INC.
BY: /s/ XXXX XXXXX
--------------------------
XXXX XXXXX
PRESIDENT, CEO AND TREASURER
/s/ XXXXXXX X. XXXXXX
--------------------------
XXXXXXX X. XXXXXX
