Exhibit 4.6
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CONSULTING AGREEMENT
This Agreement made as of the 30 day of April, 2000
BETWEEN:
Xxxxxx Xxxxxx
(hereafter, "Consultant")
00000 Xxxxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
And
American Fire Retardant Corporation
(hereafter, "Company")
0000 Xxxx Xxxxxx
Xx Xxxxx, XX 00000
WHEREAS, Consultant is skilled in providing strategic business planning, and has
provided these services in the past;
WHEREAS, the Company desires to continue to engage Consultant to provide
strategic business planning and mergers and acquisition advice and services; and
NOW THEREFORE., in consideration of the mutual covenants contained hereby and
other good and valuable consideration receipt whereof is hereby acknowledged it
is agreed.
1. The Company hereby engages the Consultant and the Consultant hereby accepts
this engagement on a non-exclusive basis pursuant to the teams and
conditions of this Consulting Agreement.
2. Consultant shall assist the Company with strategic business planning,
mergers and acquisitions. Consultant will also assist the Company in
connection with general business strategy.
3. In order to assist Consultant with his duties, the Company will provide
Consultant with such information, as may be required by Consultant. Company
will make available to Consultant copies of all material agreements, notice
of pending or threatened litigation and notice of all proposed press
releases.
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4. Consultant acknowledges that it has not been retained for any of the
following activities and/or purposes:
1. For capital raising or for promotional activities regarding the
Company's securities.
2. To directly or indirectly promote or maintain a market for the
Company's securities.
3. To act us a conduit to distribute S-8 securities, to the general
public.
4. To render investor relations services or shareholder communications
services to the Company.
5. To render advise to the Company regarding the arrangement or effecting
of mergers involving the Company that have the effect of taking a
private company public through reverse merger process.
5. In consideration of the services to be provided, Consultant shall receive a
fee equal to 250,000 shares of the Company's common stock.
6. The Company will use to its best efforts to register these shares pursuant
to a registration statement on Form S-8.
7. During the terms of this Agreement which is six months, each party tray
have assets to trade secrets, know how, formulae, customer and price lists
all of which are valuable, special, proprietary and unique assets of each.
The parties agree that all knowledge and information which each other shall
acquire during the term of this Agreement shall be held in trust and in a
fiduciary capacity for the sole benefit of the other party, its successors
and assigns, and each agrees not to publish or divulge either during the
term of this Agreement or subsequent thereto, knowledge of any technical or
confidential information acquired during their term of this Agreement. At
the termination of this Agreement, or at any other time either party may
request the other party to deliver to the other, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes, records,
plans, specifications, formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled by, or
delivered or made available to or otherwise obtained by the respective
parties. However, the foregoing provision shall not prohibit Consultant
from engaging in any work at any time following his termination of this
Agreement which does not conflict with the terms of this Agreement.
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8. Except as otherwise provided herein, any notice or other communication to
any party pursuant to or relating to this Agreement and the transactions
provided for heroin shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified, and with
proper postage and registration or certification fees prepaid, addressed at
their principal place of business or to such other address as may he
designated by either party in writing.
9. This Agreement shall he governed by and interpreted pursuant to the laws of
the State of California. By entering into this Agreement, the parties agree
to the jurisdiction of the California courts with the venue in San Diego,
California. In the event of any breach of this Agreement, the prevailing
party shall be entitled to recover all costs including reasonable
10. This Agreement maybe executed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account
for more than one counterpart.
IN WITNESS WHEREOF, the parties have executed this agreement as pf the date
first written above.
The undersigned hereby agrees to and acknowledges as follows:
CONSULTANT: COMPANY:
Xxxxxx Xxxxxx American Fire retardant Corporation
By: By:
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxx
Xxxxxx Xxxxxx Xxxxxxx X. Xxxxx
