Exhibit 4.1
This CONSULTING AGREEMENT ("Agreement") is entered into as of this 21st day of
May, 2002, by and between COMMUNITRONICS OF AMERICA, INC., a Florida
corporation (the "Company"), and X. XXXXXXX XXXXXXX, ESQ. ("Consultant").
1. Engagement of Consultant. The Company hereby engages Consultant
to assist the Company in legal services.
2. Compensation. As total and complete compensation for his services
provided herein, the Company shall issue to Consultant:
a) 2,000,000 (two million) shares of free trading stock
(registered on Form S-8); and
b) an option, registered on Form S-8, for 2,000,000 shares of
common stock with an exercise price of $.02 per share.
3. Expenses. Company shall assume and shall be responsible for all
expenses incurred by Consultant and shall be responsible for all disbursements
made in Consultant's activities. Except as otherwise specifically authorized
by the President of the Company in advance, in writing, Consultant shall not
incur on behalf of Company, and Company shall not have, any liability for any
expenses, costs, and disbursements of Consultant. Consultant shall indemnify
and hold Company harmless from and against any and all claims, actions, or
liability for any expenses, costs, and disbursements, including attorneys'
fees, of Consultant or its agents, servants, contractors, or employees.
4. Term of Agreement. This Agreement shall commence on the date
first set forth above and shall continue in full force and effect for a period
of one (1) year. Either party, at its option, may terminate this Agreement
prior to the expiration of such one (1)-year period by providing the other
party written notice of intent to terminate not less than five (5) days prior
to the effective date of termination. Notwithstanding the foregoing, the
Company may immediately terminate this Agreement if Consultant materially
breaches an obligation hereunder.
5. Relationship of the Parties; Consultant's Limitations of
Authority. Except as otherwise specifically set forth in this Agreement,
Consultant shall have no authority to represent Company as an agent of
Company. Consultant shall have no authority to bind Company by any contract,
representation, understanding, act, or deed concerning Company. Except as
otherwise specifically set forth herein, neither the making of this Agreement
nor the performance of any part of the provisions hereof shall be construed to
constitute Consultant as an employee, agent or representative of Company for
any purpose, nor shall this Agreement be deemed to establish a joint venture
or partnership. Consultant, in all respects, shall be deemed an independent
contractor with respect to the performance by Consultant of its obligations
hereunder.
6. Assignment. Neither this Agreement nor any of the duties or
obligations of Consultant herein may be voluntarily, involuntarily, directly,
or indirectly assigned, delegated, or otherwise transferred or encumbered by
Consultant without the prior, written approval of the Company. Any such
assignment, delegation, transfer, or encumbrance without such approval will be
void and will constitute a "material breach" of this Agreement entitling the
Company to terminate this Agreement immediately. A change in voting control
of Consultant shall be deemed an assignment of this Agreement. This Agreement
is fully assignable by the Company and shall inure to the benefit of any
assignee or other successor.
7. Miscellaneous Provisions.
7.1 Entire Agreement; Binding Effect. This Agreement
constitutes the entire agreement between the parties with respect to the
subject matter of this Agreement and supersedes any prior agreements or
understandings between the parties. This Agreement shall be binding on and
inure to the benefit of the parties hereto and their respective successors and
authorized assigns.
7.2. Modification. This Agreement may be modified only upon the
execution of a written agreement signed by both of the parties.
7.3 Waivers. No failure on the part of either party hereto to
exercise, and no delay in exercising, any right, power, or remedy hereunder
shall operate as a waiver thereof nor shall any single or partial exercise of
any right, power, or remedy hereunder preclude any other or further exercises
thereof or the exercise of any other right, power, or remedy.
7.4 Governing Law; Venue and Jurisdiction. This Agreement shall
be deemed to have been entered into in, and for all purposes shall be governed
by, the laws of the State of Florida, without regard to Florida's choice of
law decisions. The parties agree that any action brought by either party
against the other in any court, whether federal or state, shall be brought
within Orange County, Florida, in the applicable state and federal judicial
districts and do hereby waive all questions of personal jurisdiction or venue
for the purpose or carrying out this provision.
7.5 Attorneys' Fees. In the event of a dispute under this
Agreement, the non-prevailing party shall pay all of the prevailing party's
reasonable attorneys' fees and costs incurred in connection with any such
action, including post-judgment collection proceedings.
7.6 Severability. In the event that any provision of this
Agreement, in whole or in part (or the application of any provision to a
specific situation), is held to be invalid or unenforceable by the final
judgment of a court of competent jurisdiction after appeal or the time for
appeal has expired, such invalidity shall be limited to such specific
provision or portion thereof (or to such situation), and this Agreement shall
be construed and applied in such manner as to minimize such unenforceability.
This Agreement shall otherwise remain in full force and effect.
7.7 Counterparts. This Agreement may be executed in two (2) or
more counterparts, each of which shall be deemed an original, but all of
which, taken together, shall constitute one and the same instrument.
In witness whereof, the parties hereto have executed this Agreement as
of the date and year first above written.
"COMPANY"
/S/ XXXXX X. XXXXXXXX
By: ___________________________________
Xxxxx X. Xxxxxxxx, President
"CONSULTANT"
/S/ X. XXXXXXX GROCOCK, ESQ.
_____________________________________
X. Xxxxxxx Xxxxxxx, Esq.
