EXHIBIT 4.3
CONSULTING AGREEMENT
This letter is to confirm the terms of your engagement as an independent consultant ("Consultant") to
Consolidated Medical Management, Inc. (the "Company"). You are being engaged to assist the Company in its
transition to Houston, Texas, basic administrative paperwork, and any other related services that are
appropriate to this engagement.
Terms of Engagement
The term of the engagement shall be six months beginning on October 1, 2001. The engagement shall terminate on
April 1, 2002. The Company is free to terminated the engagement earlier, however, early termination will not
relieve the Company of its obligation to pay the full Consulitng Fee unless the reason for termination is your
failure to satisfactorily perform appropriate services under this agreement or your failure to comply with the
confidentiality provisions outlined in this letter.
Consulting Fee
Your fee for the engagement shall be as follows: Two Hundred Thousand (200,000) free trading S8 shares and stock
options based on additional work done. Additionally, the Company will pay all reasonable business expenses. The
stock options are subject to the rules of the Company's stock option plan (a copy of which is attached). The
above fee will be due to you in their entirety on the date this agreement is signed. The shares will be forwarded
as soon as reasonably possible after this date.
Confidentiality
You agree that during the term of this engagement you will not invest or participate in any activity that is or
may be competitive with the Company, that might create a conflict of interest with the Company, or that otherwise
might interfere with the business of the Company, or any affiliate of the Company. You also agree that both
during the engagement and after the engagement terminates you will neither misuse nor improperly disclose any
Confidential Information of the Company that you may have used, acquired or added to while engaged by the Company.
"Confidential Information" means and includes confidential or proprietary information or trade secrets that have
been developed or used (or will be developed or used) and that cannot be readily obtained by third parties from
outside sources. Confidential Information includes, by way of example and without limitation, the following:
information regarding assets, investors, customers, employees, contractors, and the industry not generally known
to the public; strategies, methods, books, records, and documents; technical information concerning products,
equipment, services, and processes; procurement procedures and pricing techniques; the names of and other
information concerning customers, investors, and business affiliates (such as contact name, service provided,
pricing for that customer, amount of services used, credit and financial data, and/or other information relating
to the Company's relationship with that investor or customer); pricing stategies and price curves; plans and
strategies for expansion or acquisitions; budgets; investor lists, customers lists; research, weather data;
financial and sales data; trading terms; evaluations, opinions, and interpretations of information and data;
marketing techniques; prospective investors' names, investors' and customers; names and marks; grids and maps;
electronic databases; models; specifications; computer programs; internal business records, contracts benefiting
or obligating the Company; bids or proposals submitted to any third party; technologies and methods; training
processes; organizational structure; salaries of personnel; payment amounts or rates paid to consultants or other
service providers; and other such confidential or proprietary information. You acknowledge that this Confidential
Information constitutes a valuable, special, and unique asset used by the Company and its subsidiaries and affiliates
in their business to obtain a competitive advantage over their competitors. You agree that upon termination of the
engagement, you will return any and all such confidential, and delete such Confidential Information from any
electronic storage devices owned by you (but not computers and storage devices owned by the Company), such as Palm
Pilots and notebook computers, upon which you may have stored such confidential information. You agree that breach
of these covenants not to disclose Confidential Information shall cause immediate and irreparable injury to the
Company.
Indemnity
Each party shall indemnify, defend and hold harmless the other party from any and all liability, loss, claims,
lawsuits, damages, injury, costs (including reasonable attorney's fees) or expenses ("Claims") arising out of or
incident to the performance or nonperformance of any act or responsibility under this agreement by such indemnifying
party; provided that, any indemnity required under this paragraph shall exclude Claims resulting from any
consequential, future or speculative damages. Notwithstanding the foregoing provisions of the paragraph, the
Company shall indemnify, defend and hold harmless Consultant from any and all Claims arising out of or incident to
Consultant's actions on behalf of the Company, including attendance at meetings, negotiation and advice, that involve
the Company's financial and other related matters.
CONSOLIDATED MINERALS MANAGEMENT
BY /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, President
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
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