Exhibit 4.1
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of May 3,
2001, by and between Xxxxx Xxxxxx ("Consultant") whose credentials are listed
under the website xxx.xxxxxxxxxxx.xxx and Millennium Plastics Corporation
(the "Company").
WITNESSETH
WHEREAS, the Company is engaged in the business of developing and
marketing a new and innovative polymer and coating technology that is water-
soluble and biodigestible and thereby environmentally friendly and wishes to
expand its business; and
WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on May 3, 2003, unless earlier terminated in
accordance with paragraph 7 herein or extended as agreed to between the
parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure,
financial matters in connection with the operation of the businesses of the
Company, expansion of services, acquisitions and business opportunities, and
shall review and advise the Company regarding its overall progress, needs and
condition. Consultant agrees to provide on a timely basis the following
enumerated services plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets, resources,
products and services;
(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote the image of the
Company and
its products and services;
(c) Advise the Company relative to the recruitment and employment
of keyexecutives consistent with the expansion of operations of the Company;
(d) The identification, evaluation, structuring, negotiating and
closing ofjoint ventures, strategic alliances, business acquisitions and
advice with regard tothe ongoing managing and operating of such acquisitions
upon consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans, institutional
loans, private debt funding, mezzanine financing, blind pool financing and
other preferred and common stock equity private or public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any facts
which would affect the accuracy of any data and information previously
supplied pursuant to this paragraph. The Company shall promptly supply
Consultant with full and complete copies of all financial reports, all
fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
5. COMPENSATION.
The Company will immediately grant Consultant or his designee 2,500,000
shares of the Company's Common Stock.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information and
data which it supplies to Consultant and acknowledges its awareness that
Consultant will rely on such continuing representation in disseminating such
information and otherwise performing its advisory functions. Consultant in
the absence of notice in writing from the Company, will rely on the
continuing accuracy of material, information and data supplied by the
Company. Consultant represents that he has knowledge of and is experienced
in providing the aforementioned services.
7. MISCELLANEOUS.
Termination: This Agreement shall be terminated immediately upon
written notice for material breach of this Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to
such other address or facsimile telephone number as the Party shall have
furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of
this Consulting Agreement shall not operate as or be construed to be a waiver
of any other breach of that provision or of any breach of any other provision
of this Consulting Agreement. The failure of a Party to insist upon strict
adherence to any term of this Consulting Agreement on one or more occasions
will not be considered a waiver or deprive that Party of the right thereafter
to insist upon adherence to that term of any other term of this Consulting
Agreement.
Assignment: The Options under this Agreement are assignable at the
discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall
remain in effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other persons
and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules
of the American Arbitration Association and the decision of the arbiter(s)
shall be enforceable in any court having jurisdiction thereof. Arbitration
shall occur only in Los Angeles, CA. The interpretation and the enforcement
of this Agreement shall be governed by California Law as applied to residents
of the State of California relating to contracts executed in and to be
performed solely within the State of California. In the event any dispute is
arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be
entitled to recover that Party's reasonable attorney's fees incurred (as
determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
Millennium Plastics Corporation CONSULTANT
/s/ Xxxx Xxxxxxxx /s/ Xxxxx Xxxxxx
Xxxx Xxxxxxxx, President Xxxxx Xxxxxx
Witness: /s/ Xxxxx X. Xxxxxx Witness: /s/ Xxxxxxxxxxx Xxxx
Xxxxx X. Xxxxxx Xxxxxxxxxxx Xxxx
