Exhibit 4.1(a)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of May
22, 2002, by and between Xxx X. Xxxxxxxx, Boca Raton, Florida
("Consultant") and Bravo! Foods International Corp., 00000 X.X. Xxxxxxx 0,
Xxxxx 000, Xxxxx Xxxx Xxxxx, Xxxxxxx 00000 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in
connection with its business; and
WHEREAS, Consultant can provide the Company with strategic planning
and marketing consulting services and is desirous of performing such
services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
-----------
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
----
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on May 21, 2003, unless earlier terminated
in accordance with paragraph 7 herein or extended as agreed to between the
parties.
3. SERVICES.
--------
During the term of this Agreement, Consultant shall provide advice
to, undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisitions and business
opportunities, and shall review and advise the Company regarding its
overall progress, needs and condition. Consultant agrees to provide on a
timely basis the following enumerated services plus any additional services
contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote the image
of the Company and its products and services;
(c) Advise the Company relative to the recruitment and
employment of key executives consistent with the expansion of
operations of the Company;
4. DUTIES OF THE COMPANY.
---------------------
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any
facts which would affect the accuracy of any data and information
previously supplied pursuant to this paragraph. The Company shall promptly
supply Consultant with full and complete copies of all financial reports,
all fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
5. COMPENSATION.
------------
The Company will immediately grant Consultant the option to purchase
500,000 shares of the Company's Common Stock valued at $.33 per share and
250,000 shares of the Company's Common Stock valued at $.50 per share,
which option shall expire and on May 21, 2003 at 5:00 P.M. P.S.T. , subject
always to the terms and conditions of with this Agreement. Provided, that
the Company shall have the right to compel exercise of the options granted
by this Agreement upon the Company's common stock having a closing bid
price of $1.00 per share or better on the NASD OTC bulleting board (or
successor quoting service) for thirty (30) consecutive trading days.
Consultant in providing the foregoing services shall be reimbursed for any
preapproved out-of-pocket costs, including, without limitation, travel,
lodging, telephone, postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
----------------------------------
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information
and data which it supplies to Consultant and acknowledges its awareness
that Consultant will rely on such continuing representation in
disseminating such information and otherwise performing its advisory
functions. Consultant in the absence of notice in writing from the Company,
will rely on the continuing accuracy of material, information and data
supplied by the Company. Consultant represents that he has knowledge of and
is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
-------------
Termination: Either Party upon written notice to the other Party may
terminate This Agreement for any reason, which termination shall be
effective five (5) business days from the date of such notice. This
Agreement shall be terminated immediately upon written notice for material
breach of this Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof.
This Consulting Agreement may be amended only in writing signed by both
Parties.
Notices: Any notice required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to
such other address or facsimile telephone number as the Party shall have
furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of
this Consulting Agreement shall not operate as or be construed to be a
waiver of any other breach of that provision or of any breach of any other
provision of this Consulting Agreement. The failure of a Party to insist
upon strict adherence to any term of this Consulting Agreement on one or
more occasions will not be considered a waiver or deprive that Party of the
right thereafter to insist upon adherence to that term of any other term of
this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
discretion of the Consultant and subject to the applicable federal and
state securities laws.
Severability: If any provision of this Consulting Agreement is
invalid, illegal, or unenforceable, the balance of this Consulting
Agreement shall remain in effect, and if any provision is inapplicable to
any person or circumstance, it shall nevertheless remain applicable to all
other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out
of this Consulting Agreement shall be submitted to arbitration under the
rules of the American Arbitration Association and the decision of the
arbiter(s) shall be enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in Orange County, CA. The interpretation and
the
enforcement of this Agreement shall be governed by Delaware law, without
choice of law considerations. In the event any dispute is arbitrated, the
prevailing Party (as determined by the arbiter(s)) shall be entitled to
recover that Party's reasonable attorney's fees incurred (as determined by
the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by
the Parties as of the date first above written.
BRAVO! FOODS INTERNATIONAL CORP. CONSULTANT
________________________ ____ _______________________
Xxx X. Xxxxxx, CEO and Xxx X. Xxxxxxxx
Director
Exhibit 4.1(b)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of May
22, 2002, by and between Xxxxxxx X. Xxxxxxx, Boca Raton, Florida
("Consultant") and Bravo! Foods International Corp., 00000 X.X. Xxxxxxx 0,
Xxxxx 000, Xxxxx Xxxx Xxxxx, Xxxxxxx 00000 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in
connection with its business; and
WHEREAS, Consultant can provide the Company with strategic planning
and marketing consulting services and is desirous of performing such
services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
-----------
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
----
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on May 21, 2003, unless earlier terminated
in accordance with paragraph 7 herein or extended as agreed to between the
parties.
3. SERVICES.
--------
During the term of this Agreement, Consultant shall provide advice
to, undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisitions and business
opportunities, and shall review and advise the Company regarding its
overall progress, needs and condition. Consultant agrees to provide on a
timely basis the following enumerated services plus any additional services
contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote the image
of the Company and its products and services;
(c) Advise the Company relative to the recruitment and
employment of key executives consistent with the expansion of
operations of the Company;
4. DUTIES OF THE COMPANY.
---------------------
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any
facts which would affect the accuracy of any data and information
previously supplied pursuant to this paragraph. The Company shall promptly
supply Consultant with full and complete copies of all financial reports,
all fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
5. COMPENSATION.
------------
The Company will immediately grant Consultant the option to purchase
500,000 shares of the Company's Common Stock valued at $.33 per share and
250,000 shares of the Company's Common Stock valued at $.50 per share,
which option shall expire and on May 21, 2003 at 5:00 P.M. P.S.T. , subject
always to the terms and conditions of with this Agreement. Provided, that
the Company shall have the right to compel exercise of the options granted
by this Agreement upon the Company's common stock having a closing bid
price of $1.00 per share or better on the
NASD OTC bulleting board (or successor quoting service) for thirty (30)
consecutive trading days. Consultant in providing the foregoing services
shall be reimbursed for any preapproved out-of-pocket costs, including,
without limitation, travel, lodging, telephone, postage and Federal Express
charges.
6. REPRESENTATION AND INDEMNIFICATION.
----------------------------------
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information
and data which it supplies to Consultant and acknowledges its awareness
that Consultant will rely on such continuing representation in
disseminating such information and otherwise performing its advisory
functions. Consultant in the absence of notice in writing from the Company,
will rely on the continuing accuracy of material, information and data
supplied by the Company. Consultant represents that he has knowledge of and
is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
-------------
Termination: Either Party upon written notice to the other Party may
terminate This Agreement for any reason, which termination shall be
effective five (5) business days from the date of such notice. This
Agreement shall be terminated immediately upon written notice for material
breach of this Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof.
This Consulting Agreement may be amended only in writing signed by both
Parties.
Notices: Any notice required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to
such other address or facsimile telephone number as the Party shall have
furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of
this Consulting Agreement shall not operate as or be construed to be a
waiver of any other breach of that provision or of any breach of any other
provision of this Consulting Agreement. The failure of a Party to insist
upon strict adherence to any term of this Consulting Agreement on one or
more occasions will not be considered a waiver or deprive that Party of the
right thereafter to insist upon adherence to that term of any other term of
this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
discretion of the Consultant and subject to the applicable federal and
state securities laws.
Severability: If any provision of this Consulting Agreement is
invalid, illegal, or unenforceable, the balance of this Consulting
Agreement shall remain in effect, and if any provision is inapplicable to
any person or circumstance, it shall nevertheless remain applicable to all
other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out
of this Consulting Agreement shall be submitted to arbitration under the
rules of the American Arbitration Association and the decision of the
arbiter(s) shall be enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in Orange County, CA. The interpretation and
the enforcement of this Agreement shall be governed by Delaware law,
without choice of law considerations. In the event any dispute is
arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be
entitled to recover that Party's reasonable attorney's fees incurred (as
determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by
the Parties as of the date first above written.
BRAVO! FOODS INTERNATIONAL CORP. CONSULTANT
________________________ _______________________
Xxx X. Xxxxxx, CEO and Xxxxxxx X. Xxxxxxx
Director
Exhibit 4.1(c)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of May
22, 2002, by and between Xxxx X. Xxxxxx, Delray Beach, Florida
("Consultant") and Bravo! Foods International Corp., 00000 X.X. Xxxxxxx 0,
Xxxxx 000, Xxxxx Xxxx Xxxxx, Xxxxxxx 00000 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in
connection with its business; and
WHEREAS, Consultant can provide the Company with strategic planning
and marketing consulting services and is desirous of performing such
services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
-----------
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
----
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on May 21, 2003, unless earlier terminated
in accordance with paragraph 7 herein or extended as agreed to between the
parties.
3. SERVICES.
--------
During the term of this Agreement, Consultant shall provide advice
to, undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisitions and business
opportunities, and shall review and advise the Company regarding its
overall progress, needs and condition. Consultant agrees to provide on a
timely basis the following enumerated services plus any additional services
contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote the image
of the Company and its products and services;
(c) Advise the Company relative to the recruitment and
employment of key executives consistent with the expansion of
operations of the Company;
4. DUTIES OF THE COMPANY.
---------------------
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any
facts which would affect the accuracy of any data and information
previously supplied pursuant to this paragraph. The Company shall promptly
supply Consultant with full and complete copies of all financial reports,
all fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
5. COMPENSATION.
------------
The Company will immediately grant Consultant the option to purchase
150,000 shares of the Company's Common Stock valued at $.33 per share and
60,000 shares of the Company's Common Stock valued at $.50 per share, which
option shall expire and on May 21, 2003 at 5:00 P.M. P.S.T. , subject
always to the terms and conditions of with this Agreement. Provided, that
the Company shall have the right to compel exercise of the options granted
by this Agreement upon the Company's common stock having a closing bid
price of $1.00 per share or better on the NASD OTC bulleting board (or
successor quoting service) for thirty (30) consecutive trading days.
Consultant in providing the foregoing services shall be reimbursed for any
preapproved out-of-pocket costs, including, without limitation, travel,
lodging, telephone, postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
----------------------------------
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information
and data which it supplies to Consultant and acknowledges its awareness
that Consultant will rely on such continuing representation in
disseminating such information and otherwise performing its advisory
functions. Consultant in the absence of notice in writing from the Company,
will rely on the continuing accuracy of material, information and data
supplied by the Company. Consultant represents that he has knowledge of and
is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
-------------
Termination: Either Party upon written notice to the other Party may
terminate This Agreement for any reason, which termination shall be
effective five (5) business days from the date of such notice. This
Agreement shall be terminated immediately upon written notice for material
breach of this Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof.
This Consulting Agreement may be amended only in writing signed by both
Parties.
Notices: Any notice required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to
such other address or facsimile telephone number as the Party shall have
furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of
this Consulting Agreement shall not operate as or be construed to be a
waiver of any other breach of that provision or of any breach of any other
provision of this Consulting Agreement. The failure of a Party to insist
upon strict adherence to any term of this Consulting Agreement on one or
more occasions will not be considered a waiver or deprive that Party of the
right thereafter to insist upon adherence to that term of any other term of
this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
discretion of the Consultant and subject to the applicable federal and
state securities laws.
Severability: If any provision of this Consulting Agreement is
invalid, illegal, or unenforceable, the balance of this Consulting
Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out
of this Consulting Agreement shall be submitted to arbitration under the
rules of the American Arbitration Association and the decision of the
arbiter(s) shall be enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in Orange County, CA. The interpretation and
the enforcement of this Agreement shall be governed by Delaware law,
without choice of law considerations. In the event any dispute is
arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be
entitled to recover that Party's reasonable attorney's fees incurred (as
determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by
the Parties as of the date first above written.
BRAVO! FOODS INTERNATIONAL CORP. CONSULTANT
________________________ _______________________
Xxx X. Xxxxxx, CEO and Xxxx X. Xxxxxx
Director
