Exhibit 4.4
CONSULTING SERVICES CONTRACT
WITH X. X. XXXXX
This consulting services agreement ("Consulting Agreement") is made
as of this 18th day of December, 2001, by and between X. X. Xxxxx, 0000 X.
Xxxxxxxxx, Xxxxx 0, Xxx Xxxxx, XX 00000, and Barrington Foods International,
Inc., 0000 Xxxxxxx Xx. Xxxxx 0, Xxxxxxxxxx, XX 00000;, (referred to herein
as the "Company"), with X. X. Xxxxx and Company collectively sometimes herein
referred to as the "Parties". The Parties hereto, for ten (10) dollars and
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, hereby agree as follows:
WHEREAS, the Company is a fully reporting company whose securities
are traded on the Over-the-Counter Bulletin Board under the ticker symbol
"BFII"; and
WHEREAS, and the Consultant is a principal of a registered filing
agent and is in the business of consulting with public companies regarding
public filings with the Securities and Exchange Commission ("SEC") and
assisting companies in the organization and preparation of diligence
material relating to drafting of SEC filings; and
WHEREAS, the Company wishes to retain X. X. Xxxxx as a non-exclusive
corporate consultant; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain X. X. Xxxxx to provide general
corporate consulting services which may include, but not be limited to:
assistance in the preparation, organization and drafting of corporate and
financial due diligence materials, assistance with corresponding with the
Company's accountants, auditors and legal counsel, and assistance with
general filings in accordance with the Rules and Regulations of the
Securities and Exchange Commission. The filings to be worked on by the
Consultant may include, but not be limited to filings such as Form 10Q-SB,
Form 8K, Form 10K-SB, Proxy Material, Form S-8, etc. The Consultant shall
agree to make himself available for the foregoing purposes and devote such
business time and attention thereto as it shall determine is required.
The Company understands that any and all suggestions, opinions or
advice given to the Company by the Consultant are advisory only and the
ultimate responsibility, liability and decision regarding any action(s)
taken or filings made lies solely with the Company and not with the
Consultant.
2. Term. The term of this Consulting Agreement shall be from the
date hereof until the end of the fiscal year 2002 (the "Term"). This
includes the completion of the annual report for 2002.
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3. Compensation. As compensation for entering into this Consulting
Agreement and for services rendered over the Term, the Issuer agrees to
issue to Xxxxx and Xxxxx agrees to accept from Issuer, as compensation for
the Consulting Services, two hundred ten thousand (210,000) shares of the
Company's common stock, par value $.001 per share. The Company hereby
agrees to register the shares of common stock underlying the above
referenced common stock on a Form S-8 registration statement.
4. Arbitration. The parties hereby agree that any and all claims (except
only for requests for injunctive or other equitable relief) whether existing
now, in the past or in the future as to which the parties or any affiliates
may be adverse parties, and whether arising out of this Consulting Agreement
or from any other cause, will be resolved by arbitration before the American
Arbitration Association within the State of Nevada. The parties hereby
irrevocably consent to the jurisdiction of the American Arbitration
Association and the situs of the arbitration (and of any action for
injunctive or other equitable relief) within the State of Nevada. Any award
in arbitration may be entered in any domestic or foreign court having
jurisdiction over the enforcement of such awards. The law applicable to
the arbitration and this Consulting Agreement shall be that of the State of
Nevada, determined without regard to its provisions which would otherwise
apply to a question of conflict of laws.
5. Miscellaneous.
5.1 Assignment. This Agreement is not transferable or assignable.
5.2 Execution and Delivery of Agreement. Each of the parties
shall be entitled to rely on delivery by fax transmission of an executed copy
of this agreement by the other party, and acceptance of such fax copies
shall create a valid and binding agreement between the parties.
5.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be
considered in construing this agreement.
5.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the
validity or enforceability of the remaining provisions of this agreement.
5.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matters herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to such
matters.
5.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
December 18, 2001
BARRINGTON FOODS INTERNATIONAL, INC.
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------
Xxxxxxx Xxxxxxxx, CEO
AGREED AND ACCEPTED
By: /s/ X. X. Xxxxx
--------------------
X. X. Xxxxx
0000 X. Xxxxxxxxx, Xxxxx 0
Xxx Xxxxx, XX 00000
210,000 Shares. Number of Shares to be issued
to X. X. Xxxxx pursuant to this agreement.
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