EXHIBIT 4.2
CONSULTING SERVICES CONTRACT
WITH XXXXXX XXXXXXXXX
This consulting services agreement ("Consulting Agreement") is made
as of this 12th day of February, 2001, by and between Xxxxxx Xxxxxxxxx,
00000 Xxxxxxxxx, Xxxxx X & X, Xxxxxx Xxxxxxxxxx 00000 and NUTEK, INC.,
00000 Xxxxxxxx Xxxx, Xxxxxxxxxx Xxxxx, XX 00000, (referred to herein as
the "Company"), with Xxxxxx Xxxxxxxxx and Company collectively sometimes
herein referred to as the "Parties". The Parties hereto, for good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:
WHEREAS, the Company (a Nevada corporation) is a fully reporting
company whose securities are traded on the Over-the-Counter Bulletin
Board under the ticker symbol "NUTK"; and
WHEREAS, and the Consultant has the working background and knowledge
to help the Company complete the production samples and prototyping of its
Electrostatic Light Switch Plate.
WHEREAS, the Company wishes to retain Xxxxxx Xxxxxxxxx as a non-
exclusive corporate consultant; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain Xxxxxx Xxxxxxxxx to provide general
consulting services which may include, but not be limited to: the assistance
in helping the Company complete the production samples and prototyping of the
Electrostatic Light Switch Plate. 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 production samples and prototyping of the
Electrostatic Light Switch Plate are completed (the "Term").
3. Compensation. As compensation for entering into this Consulting
Agreement and for services rendered over the Term, Xxxxxx Xxxxxxxxx shall be
issued one hundred thousand (100,000) shares of the Company's common stock,
par value $.001 per share. The stock is to be issued pursuant to the consent
of the Company's Board of Directors, shall be issued in the name of Xxxxxx
Xxxxxxxxx. The Company hereby agrees to register the shares of common stock
on a Form S-8 registration statement and the Company shall obtain the requisite
opinion letter from its corporate counsel as to the legality of such
registration.
1
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.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
NUTEK, INC.
By: /s/
-----------------------
Xxxxxx X. Xxxxxxxx, CEO
AGREED AND ACCEPTED
By: /s/
--------------------
Xxxxxx Xxxxxxxxx
00000 Xxxxxxxxx, Xxxxx X & X
Xxxxxx Xxxxxxxxxx 00000
2
