Exhibit 4.1
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of June 11, 2002,
by and between Xxxx Xxxxxxx, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xx. Xxxxxxxxxx,
Xxxxxxx ("Consultant") and Teleon Corporation, 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx,
Xxxxxxx 00000 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting services
relating to management, strategic planning and marketing in connection with its
business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these consulting
services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it
is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render services
to the Company as a consultant upon the terms and conditions hereinafter set
forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this Agreement,
and shall terminate on June 21, 2003, unless earlier terminated in accordance
with paragraph 7 herein or extended as agreed to between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to, undertake
for and consult with the Company concerning management, marketing, consulting,
strategic planning, corporate organization and structure, financial matters in
connection with the operation of the businesses of the Company, expansion of
services, acquisitions and business opportunities, and shall review and advise
the Company regarding its overall progress, needs and condition. Consultant
agrees to provide on a timely basis the following enumerated services plus any
additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic planning to fully
develop and enhance the Company's assets, resources, products and services;
(b) The implementation of a marketing program to enable the Company to broaden
the markets for its services and promote the image of the Company and its
products and services;
(c) Advise the Company relative to the recruitment and employment of key
executives consistent with the expansion of operations of the Company;
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis, with all
approved data and information about it, its subsidiaries, its management, its
products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services.
5. COMPENSATION.
The Company will immediately grant Consultant the option to purchase 169,490
shares of the Company's Common Stock valued at $.59 per share, and further grant
the option to purchase 158,730 shares of the Company's Common Stock valued at
$.63 per share on June 27, 2002. Options shall expire 90 days from the grant
dates, subject always to the terms and conditions of with this Agreement.
Provided, that the Company shall have the right to compel exercise of the
options granted by this Agreement upon the Company's common stock having a
closing bid price of $2.00 per share or better on the NASD OTC bulleting board
(or successor quoting service) for five (5) consecutive trading days. Consultant
in providing the foregoing services shall be reimbursed for any pre-approved
out-of-pocket costs, including, without limitation, travel, lodging, telephone,
postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing representation of the
accuracy of any and all facts, material information and data which it supplies
to Consultant and acknowledges its awareness that Consultant will rely on such
continuing representation in disseminating such information and otherwise
performing its advisory functions. Consultant in the absence of notice in
writing from the Company, will rely on the continuing accuracy of material,
information and data supplied by the Company. Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
Termination: Either Party upon written notice to the other Party may terminate
This Agreement for any reason, which termination shall be effective five (5)
business days from the date of such notice. This Agreement shall be terminated
immediately upon written notice for material breach of this Agreement.
Modification: This Consulting Agreement sets forth the entire understanding of
the Parties with respect to the subject matter hereof. This Consulting Agreement
may be amended only in writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder shall be in
writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the discretion of
the Consultant and subject to the applicable federal and state securities laws.
Severability: If any provision of this Consulting Agreement is invalid, illegal,
or unenforceable, the balance of this Consulting Agreement shall remain in
effect, and if any provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of this
Consulting Agreement shall be submitted to arbitration under the rules of the
American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in Hillsborough County, FL. The interpretation and the enforcement of this
Agreement shall be governed by Florida law, without choice of law
considerations. In the event any dispute is arbitrated, the prevailing Party (as
determined by the arbiter(s)) shall be entitled to recover that Party's
reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties
as of the date first above written.
TEL-ONE INC. CONSULTANT
/S/ W. XXXX XXXXX /S/ XXXX XXXXXXX
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W. Xxxx Xxxxx, CEO and Kle Xxxxxxx
Director
