EXHIBIT 4.11
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 12th day of March, 2001, by
and between Xxxxxx.xxx, Inc. ("Issuer") and the undersigned Xxxxxx X. Xxxxxx
SS# ###-##-#### ("Consultant") 000 0xx Xxx, Xxxxxxxx, XX 00000
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be
retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services
by issuing Shares of Issuer's common stock, and Consultant desires to be
compensated by the receipt of such Shares.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree
that:
1.1 For a period of 360 days after the date of this agreement, Consultant shall
serve as a consultant to Issuer on the corporate internet/website analysis
needs, also on the most efficient way to increase earnings per share. In
addition Consultant will consult on the organizational effort needs re: the
transfer agent, securities attorney and accountants. In addition the Consultant
will assist in locating potential business opportunities and developing
business strategies for Issuer within guidelines to be established by Issuer
from time to time (the "Consulting Services"); and
1.2 Issuer agrees to issue to Consultant and Consultant agrees to accept from
Issuer, as compensation for the Consulting Services, Three Hundred Fifty
thousand Shares (350,000) of Issuer's common stock which is set forth on the
Signature page of this Agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to register
the issuance of the Shares to Consultant by filing a Form S-8 registration
statement (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"). Promptly after the Registration Statement becomes effective, Issuer
shall issue a stock certificate representing the Shares to Consultant and
shall deliver the stock certificate at the address specified by Consultant in
the delivery instructions on the signature page of this agreement.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:
3.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and
subsisting under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this agreement and
(subject to its execution by Consultant) it constitutes a valid and binding
agreement of Issuer enforceable in accordance with its terms against Issuer,
except as such enforceability may be limited by principles of public policy,
and subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other than common
stock as of the date of this agreement. Issuer is authorized to issue
100,000,000 Shares of Common Stock, of which 31,351,920 Shares are issued and
outstanding. All of Issuer's outstanding Shares of Common Stock have been
duly and validly issued and are fully paid, nonassessable and not subject to
any preemptive or similar rights; and the Shares have been duly authorized
and, when issued and delivered to Consultant as payment for services rendered
as provided by this agreement, will be validly issued, fully paid and
nonassessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.
4. MISCELLANEOUS.
4.1 Assignment. This Agreement is not Transferable or Assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall be
entitled to rely on delivery by facsimile transmission of an executed copy of
this agreement by the other party, and acceptance of such facsimile copies
shall create a valid and binding agreement between the parties.
4.3 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.
4.4 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.
4.5 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.
4.6 Waiver and Amendment. Except as otherwise provided herein, the provisions
of this agreement may be waived, altered, amended or repealed, in whole or in
part, only upon the mutual written agreement of Consultant and Issuer.
4.7 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.
4.8 Governing Law. This agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada without reference to
its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
"ISSUER"
XXXXXX.XXX, INC.
By: /s/
-------------------------------------------
Xxxxx X. Xxxxxx
President
"CONSULTANT"
Xxxxxx X. Xxxxxx
By: /s/
-------------------------------------------
Signature
Xxxxxx X. Xxxxxx ("Consultant")
SS# ###-##-####
000 0xx Xxx,
Xxxxxxxx, XX 00000
350,000 Shares. Number of Shares to be issued
to Xxxxxx X. Xxxxxx pursuant to this agreement.
