Exhibit 4.1 Advisory and Consulting Agreement
Number of Shares Number of Options
---------------- -----------------
4.1(a) 2,400,000 1,500,000
4.1(b) 600,000 -
4.1(c) 100,000 -
4.1(d) 500,000 1,500,000
4.1(e) 500,000 1,500,000
Other Consultants 1,000,000 -
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Exhibit 4.1(a)
CONSULTING AGREEMENT
--------------------
This Consulting Agreement ("Agreement") is entered into this First day of
June, 1997 and is by and between Interactive Medical Technologies, LTD.
("ITAM"), a Nevada corporation, and Xxxxx Xxxxxx, an individual, and The
EMCO\Hanover Group, Inc. (collectively referred to as the "Consultant").
The parties agree as follows:
1. Term. This Agreement shall be for the period of three (3) months,
----
commencing on June 1, 1997 and terminate on August 31, 1997, and shall be
automatically renewed for three ninety day periods unless written notice is
received by the consultant thirty days prior to the expiration date of any
ninety day period.
2. Duties and Responsibilities. Consultant shall perform such duties and
---------------------------
responsibilities that are designated in writing by ITAM's Board of Directors.
3. Indemnification. The Company shall extend full indemnity to Consultant
---------------
in the fulfillment of such duties and responsibilities as designated by the
Board of Directors of ITAM.
4. Compensation.
------------
A. Consultant shall receive $3,000 a month of cash compensation. A payment
of $3,000 shall be made on the execution of this Agreement and on the first day
of each month thereafter for the duration of the term of this Agreement.
Included in such compensation is $600 of which $300 each shall be assigned and
delivered to Messrs. Xx Xxxxxxx and Xxxxxx Xxxxxxxx.
B. Consultant shall also receive 600,000 shares of ITAM's common stock for
each ninety day period involved. Such stock shall be registered as soon as
practicable on Form S-8 with the Securities and Exchange Commission. These
shares shall be delivered at the outset of each ninety day period to the
Consultant. Included in such compensation is 120,000 shares of which 60,000
shares each shall be assigned and delivered directly to Messrs. Xx Xxxxxxx and
Xxxxxx Xxxxxxxx.
C. Consultant shall be entitled to 1,500,000 cashless options at seventeen
cents (17c) per share at the outset of this Agreement. Such options shall be
for the term of three years.
D. In the event that ITAM receives capital by selling equity or borrowing
or enters into an acquisition or merger agreement, whether or not ITAM is the
survivor, Consultant shall receive the following cash fees and "in kind"
securities.
Principal Non-principal
---------------- ----------------
Cash In Kind Cash In Kind
---- ------- ---- -------
Equity or Convertible Debt 10% 10% 3% 3%
Debt or Promissory Notes 2% 2% 1% 1%
Merger\Acquisition 5% 5% 3% 3%
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(i) The principal column shall be where no other commissions are charged
by a third party and the introduction to the capital is made by Consultant.
(ii) The Non-principal column shall be all other transactions whether
introduced by Consultant or not.
(iii) Consideration to be paid to Consultant shall, at the election of
Consultant, be paid in cash or equity.
5. Out-of pocket Expenses. Company shall reimburse Consultant for all
----------------------
reasonable out-of-pocket expenses incurred within the fifty mile radius of Los
Angeles and outside the fifty mile radius on a per diem of two hundred fifty
dollars ($250) per day within the Continental USA plus standard coach air faire.
Within the fifty mile radius, consultant is not entitled to mileage
reimbursement.
6. Devotion of time by Consultant. Consultant agrees to devote as much time
------------------------------
as possible to fulfill the duties and assignments that Consultant shall receive
in writing from the Board of Directors of ITAM.
7. Confidentiality. Consultant agrees to treat all information received
---------------
from ITAM as confidential and shall not divulge such information to any third
party without the written consent of a director of ITAM.
COMPANY CONSULTANT
Interactive Medical Technologies, LTD. By: ______________________________
Its: ______________________________
By: _____________________________
Address: __________________________
___________________________________
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Exhibit 4.1(b)
EMPLOYMENT AGREEMENT
--------------------
This Employment Agreement ("Agreement") is entered into this twenty third
day of June, 1997 and is by and between Interactive Medical Technologies, LTD.
("ITAM") a Nevada corporation and Xxxx Xxxxxxxxx, an individual.
The parties agree as follows:
1. Term. This Agreement shall be for the period of twelve (12) months,
----
commencing on June 23, 1997 and terminating on June 22, 1998, and shall be
automatically renewed for twelve months unless written notice is received by the
employee ninety days prior to the expiration date of said agreement.
2. Duties and Responsibilities. Employee shall assume the responsibilities
---------------------------
of Chief Financial Officer and Corporate Secretary and as such the Company shall
extend full indemnity in the fulfillment of such duties and responsibilities as
designated by the Board of Directors of ITAM.
3. Compensation.
------------
A. Employee shall receive $4,000 a month of cash compensation.
B. Employee shall also receive 600,000 shares of ITAM's common stock
for each twelve period involved. Such stock shall be registered as soon as
practicable on Form S-8 with the Securities and Exchange Commission. These
shares shall be delivered at the outset of each twelve month period to the
Employee.
4. Out-of pocket Expenses. Company shall reimburse Employee for all
----------------------
reasonable out-of-pocket expenses incurred within the fifty mile radius of Los
Angeles and outside the fifty mile radius on a per diem of two hundred fifty
dollars ($250) per day within the Continental USA plus standard coach air faire.
Within the fifty mile radius, employee is not entitled to mileage reimbursement.
5. Devotion of time by Employee. Employee agrees to devote as much time as
----------------------------
possible to fulfill the duties and assignments that Employee shall receive in
writing from the Board of Directors of ITAM.
6. Confidentiality. Employee agrees to treat all information received from
---------------
ITAM as confidential and shall not divulge such information to any third party
without the written consent of a director of ITAM.
COMPANY EMPLOYEE
Interactive Medical Technologies, LTD. By: ______________________________
Its: ______________________________
By: _____________________________
Address: __________________________
___________________________________
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Exhibit 4.1(c)
CONSULTING AGREEMENT
--------------------
This Consulting Agreement ("Agreement") is entered into this 30th day of
June, 1997 and is by and between Interactive Medical Technologies, LTD.
("ITAM"), a Nevada corporation, and Xxxxxx X. Xxxxxxx, an individual.
The parties agree as follows:
1. Term. This Agreement shall be for the period of six (6) weeks,
----
commencing on June 30, 1997 and terminating on August 8, 1997.
2. Duties and Responsibilities. Consultant shall assist the Company in the
---------------------------
areas of shareholder Stockbroker Society's website with that of ITAM. In
addition, the Consultant shall furnish four hundred (400) names, addresses and
fax numbers of registered securities brokers as part enhancement and
communications and as such the consultant shall interconnect the of the
shareholder enhancement and communications program.
3. Indemnification. The Company shall extend full indemnity to Consultant
---------------
in the fulfillment of such duties and responsibilities as designated by the
Board of Directors of ITAM.
4. Compensation. Consultant shall receive 100,000 shares of ITAM's
------------
common stock for the six week period involved. Such stock shall be registered
as soon as practicable on Form S-8 with the Securities and Exchange Commission.
These shares shall be delivered at the outset of the six week period to the
Consultant.
5. Out-of pocket Expenses. Company shall reimburse Consultant for all
----------------------
reasonable out-of-pocket expenses incurred within the fifty mile radius of Los
Angeles and outside the fifty mile radius on a per diem of two hundred fifty
dollars ($250) per day within the Continental USA plus standard coach air faire.
Within the fifty mile radius, employee is not entitled to mileage reimbursement.
6. Devotion of time by Consultant. Consultant agrees to devote as much time
------------------------------
as possible to fulfill the duties and assignments that Consultant shall receive
in writing from the Board of Directors of ITAM.
7. Confidentiality. Consultant agrees to treat all information received
---------------
from ITAM as confidential and shall not divulge such information to any third
party without the written consent of a director of ITAM.
COMPANY CONSULTANT
Interactive Medical Technologies, LTD. By: ______________________________
Its: ______________________________
By: _____________________________
Address: __________________________
___________________________________
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Exhibit 4.1(d)
[LETTERHEAD OF XXXXXX XXXXXX CAPITAL GROUP]
July 3, 1997
Xx. Xxxxxx Xxxxxxxx
Chairman and Chief Executive Officer
Interactive Medical Technologies Ltd.
(Nutraquest Inc.)
0000 Xxxxxxx Xx.
Xxxxx Xxxxxx XX 00000
Dear Xxxxxx,
Xxxxxx Xxxxxx Capital Group LLC is pleased to offer you this proposal to provide
financial assistance to you in your efforts to grow and re-capitalize your
company.
Interactive Medical Technologies Ltd. Is in the process of rolling out a new
business dealing in vitamin supplements. As such you have developed an
elaborate and detailed business plan. Part of that plan calls for informing the
investing public that the company is entering a new phase of its life. This
phase includes developing a network marketing organization to promote and sell
the company's Royal Hawaiian NONI product. As such you have signed on 1200
distributors and plan to continue growing the number and quality of those
distributors. The plans outline exciting growth possibilities in the future.
Xxxxxx Xxxxxx is pleased to provide you with financial assistance and advice
during this period. Specifically we propose to provide the following;
1. Assist the company in raising the public and investment community
awareness of the company and its new business plans.
2. Assist the company in raising capital for its expansion and growth
when the company deems the time is right to do so.
3. Advise the company of potential mergers and acquisitions and where
appropriate introduce the company to acquisition and merger
candidates.
4. Provide research coverage for the company when appropriate.
Xxxxxx Xxxxxx also intends to provide market making support for the company and
other services that may be required as part of its ongoing business.
Compensation
------------
For these services Xxxxxx Xxxxxx will be compensated as follows.
1. Xxxxxx Xxxxxx Capital Group will be immediately issued 500,000 shares
of freely traded and non legend stock.
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2. Interactive Medical will issue options on 500,000 shares of stock at
$.09 per share. These options will expire in 60 days.
3. An additional option on 1 Million shares will also be issued
immediately with an exercise price of $.09. These options will expire
in 180 days.
Xxxxxx Xxxxxx looks forward to working with you and your team. It is our belief
that this will result in a long standing and profitable relationship.
Sincerely yours, Agreed.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx Xxxxxxxx
Xxxxx X. Xxxxxx Xxxxxx Xxxxxxxx
Managing Director Chairman and CEO
Xxxxxx Xxxxxx Capital Group LLC Interactive Medical
Technologies LTD
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Exhibit 4.1(e)
Wall Street Trading Group
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
July 7, 1997
Xx. Xxxxxx Xxxxxxxx
Chairman and Chief Executive Officer
Interactive Medical Technologies Ltd.
(Nutraquest, Inc.)
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Dear Xxxxxx:
Wall Street Trading Group is pleased to offer you this proposal to provide
financial assistance to you in your efforts to grow and re-capitalize your
Company.
Interactive Medical Technologies Ltd. is in the process of rolling out a new
business dealing in vitamin supplements. As such you have developed an
elaborate and detailed business plan. Part of that plan calls for informing the
investing public that the Company is entering a new phase of its life. This
phase includes developing a network marketing organization to promote and sell
the Company's Royal Hawaiian NONI product. As such you have signed on 1200
distributors and plan to continue growing the number and quality of those
distributors. The plans outline exciting growth possibilities in the future.
Wall Street Trading Group is pleased to provide you with financial assistance
and advice during this period. Specifically we propose to provide the
following:
1. Assist the Company in raising the public and investment community
awareness of the Company and its new business plans.
2. Assist the Company in raising capital for its expansion and growth
when the Company deems the time is right to do so.
3. Advise the Company of potential mergers and acquisitions and where
appropriate introduce the Company to acquisition and merger
candidates.
4. Provide research coverage for the Company when appropriate.
Wall Street Trading Group also intends to provide market making support for the
Company and other services that may be required as part of its ongoing business.
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Compensation
------------
For these services Wall Street Trading Group will be compensated as follows.
1. Wall Street Trading Group will be immediately issued 500,000 shares of
freely traded and non legend stock.
2. Interactive Medical will immediately issue options to Wall Street
Trading Group on 500,000 shares of stock at $.09 per share. These
options will expire in 60 days.
3. An additional option on 1 Million shares will also be issued
immediately with an exercise price of $.09. These options will expire
in 180 days.
Wall Street Trading Group looks forward to working with you and your team. It
is our belief that this will result in a long standing and profitable
relationship.
Sincerely yours, Agreed,
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxxxx
-------------------- --------------------
Xxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx
Wall Street Trading Group Chairman and CEO
Interactive Medical
Technologies Ltd.
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