EXHIBIT 4.1
CONSULTANT SERVICES AGREEMENT
THIS SERVICES AGREEMENT (the "Agreement") dated September 12, 2002 is made by
and between Cryocon, Inc., a Colorado corporation ("the Company"), and Xxxxxx
Xxxxxxxx, an individual resident of Florida ("Attorney").
WHEREAS, Attorney has previously provided legal services to the Company; and
WHEREAS, it is anticipated that Attorney will continue to provide legal services
to the Company, and Attorney has agreed to make herself available as is
reasonably necessary to provide such future services; and
WHEREAS, the legal services covered by this Agreement that have been provided
and that are to be provided in the future by Attorney, including making herself
available as is reasonably necessary to provide such services in the future, are
hereinafter referred to as the "Services"; and
WHEREAS, as partial consideration for the Services, the Company has agreed to
issue shares of its common stock to Attorney as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties, the parties hereto,
intending to be legally bound, agree as follows:
1. CONSIDERATION. As partial consideration for the Services of Attorney, the
Company hereby agrees to forthwith issue to Attorney, a non-refundable flat fee
of 110,000 shares of the common stock of the Company (the "Shares") to provide
legal services from September 12, 2002 through December 31, 2002.
2. REGISTRATION RIGHTS. The Company agrees that promptly following execution of
this Agreement, it will prepare and file with the United States Securities and
Exchange Commission, a Registration Statement on Form S-8 covering the Shares.
3. ACKNOWLEDGEMENT. The parties hereby confirm and acknowledge that the Services
(a) consist and will consist of bona fide services rendered and to be rendered
to the Company, (b) are not and will not be in connection with the offer or sale
of securities in capital raising transactions, and (c) do not and will not
promote or maintain a market for the securities of the Company.
4. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
5. FURTHER ASSURANCES. From and after the date of this Agreement, upon the
request of a party, each other party shall execute and deliver such instruments,
documents and other writings as may be reasonably necessary or desirable to
confirm and carry out and to effectuate fully the intent and purposes of this
Agreement.
6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Florida without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Florida or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first
mentioned above.
ACCEPTED:
Consultant Cryocon, Inc.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ J. Xxxxx Xxxxxxxx
------------------------- ---------------------
Xxxxxx Xxxxxxxx, Attorney J. Xxxxx Xxxxxxxx, Chairman/Chief
Executive Officer
