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EXHIBIT 4.1
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of January 13, 1998 between Regent Group,
Inc., a Delaware corporation (the "Company") having an office at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, and Xxxxxx X. Xxxxxx, having an address at 00
Xxxxxxxx Xxxxxx, Xxx, Xxx Xxxx, 00000 (the "Consultant").
W I T N E S S E T H:
WHEREAS, the Company wishes to retain Consultant to provide the Company
with certain consulting services and Consultant is willing to provide such
consulting services, on the terms and conditions set forth herein,
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and agreements hereinafter contained, the parties hereby agree
as follows:
Section 1. Retention of Consultant. The Company hereby retains and
engages Consultant, and Consultant hereby accepts such engagement, in each case
subject to the terms and conditions of this Agreement.
Section 2. Services.
(a) On the terms and subject to the conditions herein contained,
the Company hereby engages Consultant as a consultant, and Consultant hereby
accepts such engagement. Consultant's duties shall be to consult with the Board
of Directors and management of the Company, from time to time, as requested by
the Company with regard to operations, strategic planning and business
development including targeting of acquisitions for the Company and such other
aspects of the business of the Company as Consultant and the Company may agree
from time to time.
(b) In connection with any proposal made by Consultant pursuant
to this Agreement, the company and the Consultant acknowledge that the Company
shall not be obligated to accept such proposal or further obligate itself
hereunder.
Section 3. Compensation.
(a) The Company shall issue to Consultant as compensation for
the services specified in Section 2 hereof, and in consideration of services
heretofore rendered, and to be rendered by Consultant, pursuant to this
Agreement, and for other good and valuable consideration, 200,000 shares (the
"Shares") of the Company's common stock, par value $.06 2/3 per share (the
"Common Stock").
Section 4. Non-Competition. The Consultant acknowledges that in the
course of its engagement it will become familiar with trade secrets and other
confidential information (collectively, "Confidential Information") concerning
the Company and that its services will be special, unique and extraordinary to
the Company. Subject to the limitations set forth herein, the Consultant agrees
that
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during the Term and for a period of one year thereafter it shall not directly or
indirectly own, manage, control, participate in, consult with, render services
for, or in any manner engage in any business competing with the business of the
Company as such business exists within any geographical area in which the
Company conducts its business. In addition, the Consultant shall not solicit,
interfere with or conduct business with any vendors, customers or employees of
the Company during the term of this Agreement or for a period of one year after
the termination hereof. In the event the Company breaches any of its duties or
obligations under this Agreement, the company agrees that the Consultant shall
not be bound by the provisions of this Agreement, except for the provisions of
the immediately following sentence. The Consultant agrees that it shall not
disclose to any third party any Confidential Information and shall not use any
Confidential Information for any purpose other than the performance of its
duties under this Agreement.
Section 5. Term. This Agreement shall be for a term of one (1) year
commencing on the date hereof.
Section 6. Indemnification.
(a) The Company agrees to indemnify and hold harmless the
Consultant and its directors, officers and affiliates against any and all
losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses, and disbursements, as and when incurred, of investigating,
preparing or defending any such action, proceeding or investigation (whether or
not in connection with litigation to which the Consultant is a party), directly
or indirectly, caused by, relating to, based upon, arising out of or in
connection with information provided by the Company which contains a material
misrepresentation or material omission in connection with the provision of
services by the Consultant under this Agreement; provided, however, such
indemnity agreement shall not apply to any portion of any such loss, claim,
damage, obligation, penalty, judgment, award, liability, cost, expense or
disbursement to the extent it is found by a court of competent jurisdiction to
have resulted from the gross negligence or willful misconduct of the Consultant.
The Company also agrees that the Consultant shall not have any liability
(whether direct or indirect in contract or tort or otherwise) to the Company or
to any person (including, without limitation, Company Shareholders) claiming
through the Company for or in connection with the engagement of the Consultant,
except to the extent that any such liability results from the Consultant's gross
negligence or willful misconduct. This indemnification shall survive the
termination of this Agreement.
(b) Each party entitled to indemnification under this agreement
(the "Indemnified Party"), shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably withheld), and the Indemnified party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 8. Each Indemnified
Party shall furnish such information regarding itself or the claim in question
as an Indemnifying Party may reasonably request in writing and as shall be
reasonably
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required in connection with defense of such claim and any litigation resulting
therefrom.
Section 7. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York without
regard to the conflict of law principles thereof.
Section 8. Entire Agreement; Amendments. This Agreement contains
the entire agreement and understanding between the parties and supersedes and
preempts any prior understanding or agreements, whether written or oral. The
provisions of this Agreement may be amended or waived only with the prior
written consent of the Company and the Consultant.
Section 9. Successors and Assigns. This Agreement shall be
binding upon, inure to the benefit of, and shall be enforceable by the
Consultant and the Company and their respective successors and permitted
assigns.
Section 10. Notices. All notices and other communications under
this Agreement shall be in writing and shall be deemed effective and given upon
actual delivery if presented personally, one business day after the date sent if
sent by prepaid telegram, overnight courier service, telex or facsimile
transmission or five business days if sent by registered or certified mail,
return receipt requested, postage prepaid which shall be addressed to the
following addresses:
If to the Company:
Regent Group, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
If to the Consultant:
at the address set forth above
Section 11. Assignability. Except for the right of the
Consultant to sell, transfer or otherwise dispose of the Shares, neither this
Agreement nor any right, remedy, obligation or liability arising hereunder or by
reason hereof shall be assignable by either the Company or the Consultant
without the prior written consent of the other party hereto.
Section 12. Severability. If any provision of this Agreement or
the application of any such provision to any person or circumstance shall be
held invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision hereof.
Section 13. Section and Other Headings. The section headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.
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Section 14. Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which together shall be deemed to be one and
the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on January 13, 1998 as of the date first written above.
REGENT GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: President
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
