EXHIBIT 4.1
CONSULTING AGREEMENT
THIS AGREEMENT is effective the 12th day of February, 1999, between
Chequemate International, Inc., dba C-3D Digital, Inc, a Utah
corporation, (the "Company"), and Xxxxxxx XxXxxx ("XxXxxx").
1. Services: XxXxxx agrees to assist the Company in its efforts
to list its shares of Common Stock on the Vienna, Frankfurt
and Berlin Stock Exchanges.
2. Compensation. The Company agrees to compensate XxXxxx by
issuing to him 60,000 shares of fully registered and
unrestricted shares of Common Stock of the Company
("Registered Shares"). The Registered Shares are due and
payable upon the notice by the Vienna, Frankfurt and Berlin
Stock Exchanges of acceptance of the Company's shares for
listing. Any registration statements necessary to be filed in
order for these shares to become free trading will be filed no
later than Monday, March 15, 1999.
3. Expenses. The Company shall bear all costs and expenses
incident to the listing and delivery of the Company's shares
of Common Stock, including all expenses and fees incident to
the preparation of all Information Memorandum and presentation
materials, the fees and retainers of XxXxxx'x counsel, if
counsel is deemed necessary, the cost of preparing and
printing the Information Memorandum, and one suitable
tombstone notice in each city that the Company's shares of
Common Stock are listed in connection with this Agreement and
in each city that the Company makes a presentation related to
the listing of the shares of Common Stock on the Vienna,
Frankfurt and Berlin Stock Exchanges. Furthermore, the Company
shall be responsible for any costs associated with the
continued listing of its securities on the Vienna, Berlin and
Frankfurt Stock Exchanges.
4. Governing Law. This Consulting Agreement shall be construed in
accordance with the laws of Austria. All questions with
respect to the construction hereof and the rights and
liabilities of the parties hereto shall be governed by the
laws of Austria. Any action or proceeding arising out of or
relating hereto shall be brought in Vienna, Austria.
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5. Indemnification. Each of the parties agrees to indemnify and
hold the other party, its affiliates, control persons,
officers, employees, agents and sureties harmless from and
against all loses, claims, damages, liabilities, costs or
expenses (including reasonable attorney's and accountants'
fees) arising out of their performance of this Agreement or in
connection therewith. This provision for indemnification is
separate from the provision for collections of fees and costs
by the prevailing party, under paragraph 8 of this Agreement.
The indemnity obligations of the parties under this paragraph
5 shall survive the termination of this Agreement, shall be in
addition to any liability which any party may otherwise have
and shall be binding upon and inure to the benefit of any
successor, assigns, heirs and personal representatives of any
party or other indemnified person.
6. Legal Compliance. The Company acknowledges that nothing in
this Agreement shall require XxXxxx to perform services for
which the rendering of such services would be violative of any
applicable law.
7. Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter
hereof.
8. Arbitration. The parties agree that all controversies which
may arise between them concerning any transaction, the
construction, performance or breach of this or any agreement
between them, whether entered into prior, on, or subsequent to
the date hereof, or any other matter, including but not
limited to, securities activity, investment advice or in any
way related thereto, shall be determined by arbitration held
by a member or panel of the American Arbitration Association.
This shall inure to the benefit of and be binding on the
Parties, their officers, directors, agents, independent
contractors, employees, sureties, and any other person acting
on their behalf in relation to acting subject to this
Agreement. Any award rendered in arbitration may be enforced
in any court of competent jurisdiction. The parties agree that
all controversies which may arise between them concerning any
transaction under this Agreement, or the construction of this
or any Agreement, shall be determined by arbitration held by a
member or panel of the American Arbitration Association. This
provision shall inure to the benefit of and be binding on the
Parties, their officers, directors, agents, independent
contractors, employees, sureties, and any other person acting
on their behalf in relation to this Agreement. Any award
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rendered in arbitration may be enforced in any court of
competent jurisdiction. In the event of arbitration,
litigation in the courts to enforce any award rendered in an
arbitration, the prevailing party shall be entitled to recover
the fees of its attorneys, and all costs, associated with such
arbitration and litigation.
9. Further Assurances. The Parties and each of them shall from
time to time execute and deliver such further instruments or
take such further action as the other party may reasonably
request to effectuate both the letter and intent of this
Agreement.
10. Amendment. No amendment to this Agreement shall be valid
unless such amendment is in writing and is signed by
authorized representatives of all the parties to this
Agreement.
11. Waiver. Any of the terms and conditions of the Agreement may
be waived at any time and from time to time in writing by the
party entitled to the benefit thereof, but a waiver in one
instance shall not be deemed to constitute a waiver in any
other instance. A failure to enforce any provision of this
Agreement shall not operate as a waiver of this provision or
of any other provision hereof.
12. Severability. In the event that any provision of this
Agreement shall be held to be invalid, illegal or
unenforceable in any circumstances, the remaining provisions
shall nevertheless remain in full force and affect and shall
be construed as if the unenforceable position or portions were
deleted.
13. Confidentiality. The parties shall maintain complete
confidentiality regarding each other's business sources or
their identities and shall disclose such sources or identities
only to named parties pursuant to the express written
permission of the party who made available the said source.
14. Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and
permitted assigns. Any attempt by either party to assign any
rights, duties, or obligation which may arise under this
Agreement without the prior written consent of the other party
shall be void.
15. Authority. The Company represents and warrants that the
individuals executing this Agreement on behalf of the Company
have all necessary
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power and authority to execute this Agreement and bind the
Company. The Company further warrants that it has been duly
authorized by all necessary corporate action to execute this
Agreement.
16. Facsimile Signature. The Parties agree that facsimile
signatures shall be deemed to be original signatures and that
the Agreement and all its provisions shall be binding upon
execution by facsimile transmission. The Parties further agree
to exchange hard copy signed originals immediately following
transmission by fax.
Chequemate International, Inc.
By /s/ J. Xxxxxxx Xxxx /s/ Xxxx Xxxxxxx XxXxxx
------------------------------ ----------------------------------
Name: J. Xxxxxxx Xxxx Xxxxxxx XxXxxx
Title: CEO
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