Exhibit 4.2
CONSULTING SERVICES CONTRACT
WITH XXXXXX X. XXXXXX, ESQ.
This consulting services agreement ("Consulting Agreement") is made as of
this 18th day of December, 2001,
Between:
Xxxxxx X. Xxxxxx, 300 Guildford Landmark Building, 00000--000xx Xxxxxx,
Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0; (hereinafter referred to as
"Skagen" or "Consultant")
And:
Barrington Foods International, Inc., 0000 Xxxxxxx Xx. Xxxxx 0, Xxxxxxxxxx,
XX 00000; (referred to herein as the "Company" or "Issuer"),
Skagen and Company collectively sometimes herein referred to as the
"Parties". The Parties hereto, for the sum of Ten ($10.00) Dollars and
other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, hereby agree as follows:
WHEREAS the Company is a fully reporting company whose securities are traded
on the Over-the-Counter Bulletin Board under the ticker symbol "BFII";
AND WHEREAS Skagen, an attorney, is in the business of consulting with
private and public companies regarding issues of business development,
management reorganization, financial forecasts and projections, and
merger and acquisition strategies;
AND WHEREAS the Company wishes to retain Skagen as a non-exclusive
corporate consultant.
IT IS, THEREFORE AGREED that:
1. Services.
The Company shall retain Skagen to provide general corporate consulting
services which may include, but not be limited to:
o assistance in the review and evaluation of potential merger candidates,
o assistance in negotiating the terms of a merger or reorganization,
o assistance in evaluating and analyzing the Company's specific industry
and its competitors,
o assistance with corresponding with the Company's accountants and
auditors, and
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o assistance concerning strategic planning regarding business matters
and financial forecasts and projections, and
o such other related business and legal advice on such matters as may
be agreed between the Parties from time to time
Skagen shall agree to make available qualified personnel 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 Skagen 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 Skagen.
2. Term.
The term of this Consulting Agreement shall be for a period of one year
from the date hereof (the "Term").
3. Compensation.
As compensation for entering into this Consulting Agreement and for
services rendered over the Term, the Issuer agrees to issue to Skagen and
Skagen agrees to accept from Issuer, as compensation for the Consulting
Services, four hundred seventy-five thousand (475,000) shares of the
Company's common stock, par value $.001 per share. The Company hereby
agrees to register the shares of common stock underlying the above
referenced common stock on a Form S-8 registration statement.
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. Issuers Representations and Warranties.
Issuer hereby represents and warrants to Consultant that:
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5.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and
subsisting under the laws of the jurisdiction in which it was organized.
5.2 Enforceability. Issuer has duly executed and delivered this agreement
and (subject to its execution by Consultant) it constitutes a valid and
binding agreement of Issuer enforceable in accordance with its terms
against Issuer, except as such enforceability may be limited by principles
of public policy, and subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable
remedies.
5.3 Capitalization. Issuer has no outstanding capital stock other than
common stock as of the date of this agreement. Issuer is authorized to
issue 475,000 Shares of Common Stock, of which 4,880,000 Shares are
issued and outstanding. All of Issuer's outstanding Shares of Common Stock
have been duly and validly issued and are fully paid, nonassessable and not
subject to any preemptive or similar rights; and the Shares have been duly
authorized and, when issued and delivered to Consultant as payment for
services rendered as provided by this agreement, will be validly issued,
fully paid and nonassessable, and the issuance of such Shares will not be
subject to any preemptive or similar rights.
6. Miscellaneous.
6.1 Assignment. This Agreement is not transferable or assignable.
6.2 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.
6.3 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.
6.4 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.
6.5 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.
6.6 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.
BARRINGTON FOODS INTERNATIONAL, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, CEO
AGREED AND ACCEPTED
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
300 Guildford Landmark Building
00000--000xx Xxxxxx
Xxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
475,000 Shares. Number of Shares to be issued
to Xxxxxx X. Xxxxxx pursuant to this agreement.
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