EXHIBIT 4.2
CONSULTING SERVICES AGREEMENT
WITH XXXXXX X. XXXX, ESQ.
This consulting services agreement ("Consulting Agreement") is made as
of this 13th day of March, 2003, by and between the undersigned Xxxxxx X. Xxxx,
Esq. ("Consultant"), with an office located at 0000 Xxxxx Xxxxxxx, Xxxxx 000,
Xxx Xxxxx, Xxxxxx 00000 and Trezac International Corporation, 00000 Xxxxxxx
Xxxxxx Xxxx Xxxxx, Xxxxxxx 00000, (referred to herein as the "Company"), with
Consultant and Company collectively sometimes herein referred to as the
"Parties". The Parties hereto, for ten (10) dollars and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:
WHEREAS, the Company (a Texas corporation) is a fully reporting company
whose securities are traded on the Over-the-Counter Bulletin Board under the
ticker symbol "TREZV;" and
WHEREAS, Xxxxxx X. Xxxx, is an attorney-at-law, who is in the business
of consulting with private and public companies regarding issues of business
development, management reorganization, spin-offs, and merger and
acquisition strategies; and
WHEREAS, the Company wishes to retain the Consultant on a non-
exclusive basis; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain the Consultant for general corporate
consulting services which may include, but not be limited to: assistance in
the preparation and organization of corporate due diligence material, assistance
in legal opinion letters, and assistance concerning strategic planning regarding
business matters.
The Company understands that any and all suggestions, opinions or
advice given to the Company by Xxxxxx X. Xxxx, Esq. are advisory only and the
ultimate responsibility, liability and decision regarding any action(s) taken
or decisions made lies solely with the Company and not with Xxxxxx X. Xxxx, Esq.
2. Term. The term of this Consulting Agreement shall be from the date hereof
until the end of the fiscal year 2003 (the "Term").
3. Compensation. As compensation for entering into this Consulting
Agreement and for services rendered over the Term, the Consultant shall
be issued twenty-five thousand (25,000) common shares of the Company's
common stock, par value $0.0001 per share. The Company hereby agrees to
register the shares of common stock on a Form S-8 registration statement.
The Shares of Common Stock to be issued to Consultant shall be duly authorized
and validly issued, fully paid and unassessable, free of liens, encumbrances
and restrictions on transfer, and shall be issued in accordance with the
registration or qualification provisions of the Securities Act of 1933, as
amended, and any relevant state securities laws or pursuant to valid
exemptions therefrom.
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4. Law Governing. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada. The parties consent to the
jurisdiction of the courts of the State of Nevada and the United States
District Court of Nevada, and their respective appellate Courts and further
waive objection to venue in any such court for all cases in controversy
relating to disagreement or the relationship between the parties.
5. Independent Contractor Relationship. Consultant and the Company are
independent contractors and nothing contained in this Agreement shall be
construed to place them in the relationship of partners, principal and
agent, employer/employee or joint ventures. Neither party shall have the
power or right to bind or obligate the other party, nor shall it hold itself
out as having such authority.
6. Indemnification. Company shall indemnify and hold harmless the Consultant
from and against any and all losses, damages, liabilities, reasonable
attorney's fees, court costs and expenses resulting or arising from any or
omission by Company. The Consultant shall indemnify and hold harmless the
Company from and against any and all losses, damages, liabilities,
reasonable attorney's fees, court costs and expenses resulting or arising
from any act or omission by the Consultant.
7. Miscellaneous.
7.1 Assignment. This Agreement is not transferable or assignable.
7.2 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.
7.3 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.
7.4 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.
7.5 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.
7.6 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.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
March 13, 2003
TREZAC INTERNATIONAL CORPORATION
By: /s/ Xxxx Xxxxxx
--------------------------------
Xxxx Xxxxxx
President
AGREED AND ACCEPTED
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Esq.
0000 Xxxxx Xxxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
25,000 Shares. Number of Shares to be issued
to Xxxxxx X. Xxxx, Esq. pursuant to this agreement.
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