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EXHIBIT 4.1
CONSULTING AGREEMENT BETWEEN PACIFIC
INTERNATIONAL ENTERPRISES, INC. AND
INTERNATIONAL CORPORATE DEVELOPMENT, INC.
THIS AGREEMENT is made and entered into this 29th day of May, 1997 between
INTERNATIONAL CORPORATE DEVELOPMENT, INC., hereinafter sometimes referred to as
"ICD" and Pacific International Enterprises, Inc., hereinafter sometimes
referred to as the "COMPANY".
Witnesseth:
WHEREAS, ICD is a public relations firm specializing in shareholder and
public relations, intermediary client service negotiations for publicly traded
companies, and the introduction of financing, and
WHEREAS, the COMPANY is publicly held with its common stock trading in
the OTC BB Exchange, and
WHEREAS, the COMPANY desires to publicize itself with the intention of
making its name and business better known to its shareholders, investors, and
brokerage houses, and
WHEREAS, ICD is willing to accept the COMPANY as a client.
NOW THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed:
1. ENGAGEMENT: The COMPANY hereby engages ICD to publicize the COMPANY to
brokers, prospective investors and shareholders, to advise the COMPANY
on increasing its public awareness and to advise and consult with the
COMPANY on strategic opportunities, mergers and acquisitions.
2. TIME OF PERFORMANCE: Service to be performed under this Agreement shall
commence upon execution of this Agreement shall continue for a period
of 12 weeks, subject to the either party's right to terminate this
Agreement after 4 weeks.
3. COMPENSATION AND EXPENSES: In consideration of the services to be
performed by ICD, the COMPANY agrees to pay compensation to ICD as
follows:
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(a) 165,000 shares of S-8 common stock of PCIE (OTC BB)
to be delivered upon the signing of this contract.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The
COMPANY represents and warrants to ICD, each such representation and
warranty being deemed to be material that:
(a) The COMPANY will cooperate with ICD to enable ICD to
perform its obligations under this Agreement.
(b) The execution and performance of this Agreement by
the COMPANY has been duly authorized by the Board of
Directors of the COMPANY in accordance with
applicable law, and, to the extent required, by the
requisite number of shareholders of the COMPANY;
(c) The performance by the COMPANY of this Agreement will
not violate any applicable court decree, law or
regulation, nor will it violate any provisions of the
organizational documents of the COMPANY or any
contractual obligation by which the COMPANY may be
bound.
(d) The COMPANY will promptly deliver to ICD a complete
due diligence package to include the latest 10K,
latest 10Q, last 6 months of press releases and all
other relevant materials, including but not limited
to corporate reports, brochures, etc.
(e) The COMPANY will promptly deliver to ICD a list of
names and addresses of all shareholders of the
COMPANY which it is aware.
(f) The COMPANY will promptly deliver to ICD a list of
brokers and market makers of the COMPANY'S securities
which have been following the COMPANY.
(g) Because ICD will rely on such information to be
supplied by the COMPANY, all such information shall
be true, accurate, complete and not misleading, in
all respects.
(h) The COMPANY will act diligently and promptly in
reviewing materials submitted to it by ICD to enhance
timely distribution of the materials and will inform
ICD in writing of any inaccuracies contained therein
prior to the projected publication date.
5. DISCLAIMER BY ICD: ICD WILL BE THE PREPARER OF CERTAIN
PROMOTIONAL MATERIALS. ICD MAKES NO GUARANTEES THAT
(A) ITS SERVICE WILL RESULT IN ANY ENHANCEMENT TO THE
COMPANY (B) THE PRICE OF THE COMPANY'S PUBLICLY TRADED
SECURITIES WILL INCREASE, (C) ANY PERSON WILL PURCHASE
SECURITIES IN THE COMPANY, OR (D) ANY INVESTOR WILL LEND
MONEY TO OR INVEST IN OR WITH THE COMPANY.
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6. LIMITATION OF ICD LIABILITY: If ICD fails to perform its services
hereunder, its entire liability to the COMPANY shall not exceed $1.
7. OWNERSHIP OF MATERIALS: All rights, title and interest in and to
materials to be produced by ICD in connection with the contract and
other services to be rendered under this Agreement shall be remain the
sole and exclusive property of ICD, except that if the COMPANY pays the
Compensation, as defined in section 4 of this Agreement, it shall be
entitled to receive upon written request, one (1) copy of all such
materials.
8. CONFIDENTIALITY: Until such time as the same may become publicly known,
ICD agrees that any confidential information will not be revealed or
disclosed to any person or entity, except in the performance of this
Agreement, and upon completion of its services and upon written request
of the COMPANY all materials, original documentation provided by the
COMPANY will be returned to it. ICD will, however, require
Confidentiality Agreements from its own employees and from contractors
ICD reasonably believes will come in contact with confidential
information.
9. NOTICES: All notices hereunder shall be in writing and address to the
party at the address herein set forth, or at such other address as to
which notice pursuant to this section may be given, and shall be given
by personal delivery, by certified mail, express mail or by national
overnight courier services. Notices shall be deemed given upon the
earlier of actual receipt or three (3) business days after being mailed
or delivered to such courier service.
Notices shall be addressed to ICD at:
000 Xxxxx Xxxxxx Xxxxx 000
Xxxxx, Xxxxxxxx 00000
And to the COMPANY at:
000 Xxxx 0xx Xxxxxx
Xxxx 000
Xxx Xxxxxxx, Xx. 90013
Any notices to be given hereunder will be effected if executed
by and sent by the attorneys for the parties giving such
notice, and in connection therewith the parties and their
respective counsel agree that in giving such notice such
counsel may communicate directly in writing with such parties
to the extent necessary to give such notice.
10. SEPARABILITY: If one or more of the provisions of this Agreement shall
be held invalid, illegal, or unenforceable in any respect, such
provision, to the
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extent invalid, illegal, or unenforceable, and provided that such
provision is not essential to the transaction provided for by this
agreement, shall not affect any other provision hereof, and this
agreement shall be construed as if such provision had never been
contained herein.
11. ARBITRATION: Any controversy or claim arising out of or relating to the
Agent Agreement, or the breach thereof, shall be settled by arbitration
in accordance with the commercial arbitration rules of the American
Arbitration Association, and judgement upon the award rendered by
arbitrator(s) may be entered in any court having jurisdiction thereof.
12. MISCELLANEOUS: (a) EFFECTIVE DATE OF REPRESENTATIONS: Shall be no later
than the date ICD is prepared to distribute letters and/or brochures pursuant to
the contract.
(b) GOVERNING LAW: This agreement shall be governed by and interpreted
under the laws of the State of Colorado.
(c) CURRENCY: In all instances, references to dollars shall be deemed to be
United States Dollars.
(d) MULTIPLE COUNTERPARTS: This agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
AGREED TO ON THIS ________ day of ____________, 1997.
INTERNATIONAL CORPORATE DEVELOPMENT, INC.
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, President
Pacific International Enterprises, Inc.
/s/ Binks Graval
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Binks Graval, Chief Executive Officer
