EXHIBIT 4.2
BUSINESS CONSULTING AGREEMENT
THIS BUSINESS CONSULTING AGREEMENT (the "Agreement") made as of May 15,
1997 by and between Xxxxx Xxxx, an individual (the "Consultant"), and Global
Telemedia International, Inc., a Florida corporation (the "Company").
WITNESSETH:
WHEREAS, the Company is desirous of obtaining strategic consulting and
financial advice;
WHEREAS, Consultant is experienced in providing financial advisory
services; and
WHEREAS, the Company desires to retain Consultant as a business
consultant;
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, it is agreed as follows:
1. The Company hereby retains Consultant as a business consultant and
Consultant shall provide to the Company, when requested by the Company from time
to time, during normal hours, business consultation services concerning, but not
limited to, the evaluation and structure of financings and long term financial
and strategic planning.
2. This Agreement shall become effective as of the date first set forth
above and confirms the prior oral understanding between the parties and services
previously rendered. This Agreement may not be cancelled without the express
written consent of each party to this Agreement.
3. The Company shall issue to Consultant upon the execution 50,000 shares
of the Company's common stock for services rendered to Company, and for which
the Company has received an invoice, at a price equal to eighty-five percent
(85%) of the bid price of the Company's common stock in the over-the counter
market on the date first above written. The Company agrees to use its best
efforts to file a registration statement on Form S-8 by May 23, 1997. Any
obligation incurred by Consultant for compensation due any third party and/or
Company which assists Consultant shall be the obligation of Consultant, and not
give rise to any obligation on the part of the Company to such third party
and/or Company.
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4. Consultant covenants that all information concerning the Company,
including proprietary information, which it has obtained as a result of the
services rendered pursuant to this Agreement shall be kept confidential and
shall not be used by Consultant except for the direct benefit of the Company nor
disclosed by Consultant to any third party without the prior written approval of
the Company.
5. In the event that the Company provides to Consultant inaccurate
information, whether intentionally or otherwise, about the Company or the
Company fails to perform obligations it has agreed to perform, the Company
agrees to indemnify and hold harmless Consultant, and his employees, affiliates
or agents, harmless against any and all manner of obligations and expense
(including actual attorneys' fees) arising from or related to Consultant's
performance of services under this Agreement.
6. Consultant and the Company hereby acknowledge that Consultant is an
independent contractor. Consultant shall not hold itself out as, nor shall it
take any action from which others might infer that it is a partner or agent of,
or a joint venturer with the Company. In addition, Consultant shall take no
action which binds, or purports to bind, the Company.
7. This Agreement contains the entire agreement between the parties, and
may not be changed except by agreement in writing signed by the party against
whom enforcement of any waiver, change, discharge or modification is sought.
Waiver of or failure to exercise any rights provided by this Agreement in any
respect shall not be deemed a waiver of any further or future rights.
8. This Agreement shall be construed under the laws of the State of
Georgia.
9. This Agreement shall be binding upon the parties, their successors and
assigns; PROVIDED, HOWEVER, that Consultant shall not permit any other person or
entity to assume these obligations hereunder without the prior written approval
of the Company which approval shall not be unreasonably withheld and notice of
the Company's position shall be given within ten (10) days after approval has
been requested.
10. Consultant hereby warrants and represents that neither Consultant nor
any of his employees or affiliates are registered with or are brokers of any
NASD member firm.
11. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute but one
agreement.
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12. In any action at law or in equity to enforce or interpret any of the
provisions of this Agreement, the nonprevailing party or parties to the
litigation, as determined by the court in a final judgment, shall pay to the
prevailing party or parties all costs, expenses and reasonable attorneys' fees
(including, without limitation, costs, expenses and attorneys' fees on any
appeal of such judgment), and if the prevailing party or parties recover a
judgment, the costs, expenses and attorneys' fees may be included as part of
that judgment. It is the agreement of the parties hereto that the amount of
such judgment shall not exceed the value of the compensation given pursuant to
this Agreement, based upon the value of the stock upon the date of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed or caused these
present to be executed as of the day and year first above written at Atlanta,
Georgia.
("Consultant")
XXXXX XXXX
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
("Company")
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By:/s/ Xxxxxxxx X. XxXxxxx
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Name: Xxxxxxxx X. XxXxxxx
Title: President and CEO
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