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EXHIBIT 4.1
AGREEMENT
This Agreement is made and entered into as of this 1st day of March,
1999, by and between Xxxxx Xxxxxx, with his office located at 0000 Xxxx Xxxxx,
Xxx Xxxxx, Xxxxxx 00000 ("CONSULTANT"), and x.Xxxxxxx Corporation with offices
located at 00000 Xxxxxxx Xxxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000
("CLIENT").
This Agreement shall expire on December 31, 1999 unless extended by
written agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises
made herein, and for other valuable consideration, CONSULTANT and CLIENT agree
as follows:
1. WORK TO BE DONE BY CONSULTANT; CONSULTANT shall perform and
CLIENT shall pay for the following work:
Various financial and accounting services.
This agreement shall be part of any purchase order or other
request for services as may be issued by CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts
on the following dates or at the following intervals (e.g.
weekly):
Payment to be negotiated on a project by project basis with
payment terms of 30 days upon presentation of invoice by
consultant. Payments may be made by delivery of Common Stock,
valued as of the date of issuance.
3. SCHEDULES OF COMPLETION: The work shall be performed and
completed according to the following schedule:
Tasks and dates to be negotiated on a project by project
basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all reasonable
expenses incurred while performing the work upon the
submission of a properly submitted invoice.
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5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services
herein as an independent contractor and shall be in sole
control of the manner in which the work is performed. CLIENT
shall provide CONSULTANT with a work area and any information,
documentation and cooperation necessary to accomplish the
aforementioned Tasks.
6. FORCE MAJEURE: The parties shall be excused from performing
under this Agreement if prevented from doing so by acts of God
or other unforeseen events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a
right or remedy hereunder shall not be a waiver thereof. All
rights and remedies are cumulative and may be exercised
separately.
8. ENTIRE AGREEMENT: The terms and conditions herein make up the
entire agreement between the parties and supersede any and all
previous agreements, written or oral, relating to the subject
herein and no agreement to change the terms and conditions
contained herein shall be binding unless in writing, signed by
a duly authorized representative of each party. In the event
that any one or more of the provisions of this Agreement is
held by a court of competent jurisdiction to be invalid, void
or unenforceable for any reason, the remainder of the
provisions shall remain in force. This provision shall survive
the termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed
according to the laws of the State of California. This
provision shall survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
"CLIENT" "CONSULTANT"
X.XXXXXXX CORPORATION /s/Xxxxx Xxxxxx
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/s/Xxxxxx X. Xxxx, President and CEO
