EXHIBIT 4.1
CONSULTING AGREEMENT
CONSULTING SERVICES CONTRACT
WITH XXXXXXX XXXXX
This consulting services agreement ("Consulting Agreement") is
made as of this 9th day of July, 2001, by and between the undersigned
Xxxxxxx Xxxxx ("Consultant"), with an office located at 0000 X. Xxxxxx,
Xxxxx 000, Xxx Xxxxx, XX 00000, and eCom Inc., 0000 Xxxxxxxxxx Xxxxxx,
Xxxx Xxxx, XX 00000, (referred to herein as the "Company"), with Consultant
and Company collectively sometimes herein referred to as the "Parties".
The Parties hereto, for ten (10) dollars and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged,
hereby agree as follows:
WHEREAS, the Company (a Nevada corporation) is a fully reporting
company whose securities are traded on the Over-the-Counter Bulletin
Board under the ticker symbol "ECCM"; and
WHEREAS, Xxxxxxx Xxxxx is in the business of consulting with
private and public companies regarding issues of business development,
management reorganization, spin-offs, and merger and acquisition
strategies;
WHEREAS, the Company wishes to retain the Consultant on a non-
exclusive basis; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain the Consultant to general corporate
consulting services which may include, but not be limited to: assistance in
the preparation and organization of corporate due diligence material,
assistance in the review and evaluation of potential merger candidates,
assistance in negotiating the terms of a merger or reorganization, assistance
in evaluating and analyzing the Company's specific industry and its
competitors, and assistance concerning strategic planning regarding business
matters and financial forecasts and projections. Xxxxxxx Xxxxx shall agree
to make available qualified personnel for the foregoing purposes and devote
such business time and attention thereto as it shall determine is required.
The Company understands that any and all suggestions, opinions or
advice given to the Company by Xxxxxxx Xxxxx are advisory only and the
ultimate responsibility, liability and decision regarding any action(s) taken
or decisions made lies solely with the Company and not with Xxxxxxx Xxxxx.
2. Term. The term of this Consulting Agreement shall be from the
date hereof until the end of the fiscal year 2001 (the "Term").
1
3. Compensation. As compensation for entering into this Consulting
Agreement and for services rendered over the Term, the Consultant shall
be granted a warrant (the "Warrant") to purchase one hundred fifty thousand
(150,000) shares of the Company's common stock, par value $.001 per share,
at a purchase price of $0.001 per share. The Warrant may be exercised in
whole or in part, for a period of ten years from the date of signing the
Warrant which shall be in the exact form as attached hereto. The Warrant,
pursuant to the consent of the Company's Board of Directors, shall be granted
in the name of Xxxxxxx Xxxxx. The Company hereby agrees to register the
shares of common stock underlying the above referenced Warrant on a Form S-8
registration statement and the Company shall obtain the requisite opinion
letter from its corporate counsel as to the legality of such registration.
4. Arbitration. The parties hereby agree that any and all claims
(except only for requests for injunctive or other equitable relief)
whether existing now, in the past or in the future as to which the
parties or any affiliates may be adverse parties, and whether arising
out of this Consulting Agreement or from any other cause, will be
resolved by arbitration before the American Arbitration Association
within the State of Nevada. The parties hereby irrevocably consent to the
jurisdiction of the American Arbitration Association and the situs of
the arbitration (and of any action for injunctive or other equitable
relief) within the State of Nevada. Any award in arbitration may be
entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards. The law applicable to the arbitration and
this Consulting Agreement shall be that of the State of Nevada, determined
without regard to its provisions which would otherwise apply to a question
of conflict of laws.
5. Miscellaneous.
5.1 Assignment. This Agreement is not transferable or assignable.
5.2 Execution and Delivery of Agreement. Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy
of this agreement by the other party, and acceptance of such fax copies
shall create a valid and binding agreement between the parties.
5.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be
considered in construing this agreement.
5.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the
validity or enforceability of the remaining provisions of this
agreement.
5.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the
subject matters herein and supersedes and replaces any prior agreements
and understandings, whether oral or written, between them with respect
to such matters.
2
5.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
July 9, 2001
eCOM, INC.
By: /s/ Xxx Xxxxxxxxx
-----------------------
Xxx Xxxxxxxxx, CEO
AGREED AND ACCEPTED
By: /s/ Xxxxxxx Xxxxx
---------------------
Xxxxxxx Xxxxx
0000 X. Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
3
