EXHIBIT 4.11
------------
CONSULTING AGREEMENT, dated the 1st day of March, 2002, by and between Universal
Media Holdings, Inc., a Delaware corporation having executive offices at 00X
Xxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxx Xxxx (the "Company"), and Xxxxxx X. Xxxxxxxxx,
an individual, (the "Consultant").
W I T N E S S E T H :
WHEREAS, the Consultant has considerable knowledge of and experience providing
consulting services regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development (the "Business"); and
WHEREAS, the Company desires to obtain the benefit of Consultant's special
knowledge and experience regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development; and
WHEREAS, the Company's management has determined that it would be in the best
interest of the Company to make use of the Consultant's knowledge and
experience; and
WHEREAS, Consultant desires to serve as consultant to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained the Company and the Consultant hereby agree as
follows:
1. Term. The Company hereby engages Consultant to render the consulting services
as hereinafter set forth, and Consultant hereby agrees to render such services
for a period commencing the date hereof and terminating on February 28, 2003
(the "Term").
2. Consulting Services. The Company hereby retains the Consultant, and the
Consultant agrees, to render consulting and advisory services to the Company
during the Term hereof in connection with the Business, from time to time, and
as the Chief Executive Officer of the Company may reasonably request. Consultant
shall not be required to expend any minimum number of hours hereunder and the
rendering of all consulting services shall be subject in priority to
Consultant's own business interests.
3. Consulting Fees. In consideration for (i) the availability of Consultant to
render the services, (ii) the services to be rendered by Consultant during the
Term, and (iii) the other provisions of this Agreement, the Company shall
promptly issue to the Consultant 500,000 shares of the Company's common stock,
which shares shall be subject to S-8 Registration.
4. Expenses. Upon submission of proper vouchers or other similar evidence of
expenditures, the Company shall, upon request by Consultant, reimburse
Consultant for all reasonable travel and out-of-pocket expenses incurred by
Consultant in connection with services requested and rendered hereunder. All
expense items require the prior approval of the Company.
5. Notices. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given when either
served personally or two (2) business days after being sent priority next day
delivery by a nationally recognized courier or three (3) business days after
being mailed by certified or registered mail, return receipt requested; if to
the Company or to Consultant, then at the respective address first above
written, and in each case with a copy to: Moritt, Hock, Hamroff & Xxxxxxxx, LLP,
000 Xxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxx, Xxx Xxxx 00000 or to such address
or to such persons as either party shall have last designated by written notice
to the other.
6. Assignability. This Agreement shall inure to the benefit of and
be binding upon the parties, their successors and permitted assigns. Neither
party may assign this Agreement or its rights or obligations hereunder without
the prior written consent of the other party.
7. Entire Agreement. This
instrument constitutes the entire agreement of the parties hereto with respect
to the subject matter hereof and supercedes all prior agreements and
understandings, written or oral, among them with respect to the subject matter
hereof. This Agreement may be modified only by a written instrument signed by
the parties.
8. Governing Law. This Agreement shall be governed by and construed (both as to
validity and performance) and enforced in accordance with the laws of the State
of New York without giving effect to the conflicts or choice of law provisions
thereof.
9. Counterparts. This Agreement may be executed in counterparts each of which
shall be deemed an original and all of which taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
Universal Media Holdings, Inc.
/s/Xxxxxxx X. Xxxxxxxx
----------------------------------
By: Xxxxxxx X. Xxxxxxxx, President
/s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxxx
