EXHIBIT 4.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is entered into effective
this 10th day of October 1998 by and between Restaurant Teams International, a
Texas corporation (the "Company"), and MG Securities Corp. (the "Consultant").
WHEREAS, the Consultant has expertise and knowledge regarding strategic
planning, financial analysis, and market and public relations; and
WHEREAS, the Company has need for the services of the Consultant.
Agreement
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants hereinafter set forth, the benefit to the parties to be derived
therefrom and other good and valuable consideration the receipt and adequacy of
which is hereby acknowledged, it is agreed as follows:
1. Services. Consultant is hereby retained by the Company to serve as
an independent consultant to provide advice and services to the Company in
connection with strategic planning, developing capital markets, assisting in
financial analysis of the Company's operations, historical performance and
future prospects, assisting in public and market relations, including media
planning, message development, timing and placement of press releases, and other
related business consulting. During the term of this Agreement Consultant agrees
to provide such services to the Company as the Company may from time to time
reasonably request, including without limitation, advice and service with
respect to those matters as to which it has special competence by reason of its
business experience, knowledge, and abilities. Consultant shall make itself
available during reasonable business hours to perform all services reasonably
requested by the Company.
2. Term. The Agreement shall commence on the date hereof and shall
remain in full force and effect for a period of three (3) months from the date
hereof.
3. Compensation. The Company shall pay, and Consultant shall accept as
compensation hereunder an option to purchase 175,000 shares of the Company's
common stock, at an option exercise price of $2.50 per share (the "Option"). All
shares of the Company's common stock issued as compensation for services
hereunder on exercise of the Option will be registered under a registration
statement on Form S-8 filed with the Securities and Exchange Commission, under
the Securities Act of 1933, as amended.
4. Reimbursement for Costs. The Company shall pay all reasonable and
necessary out-of-pocket business expenses incurred by Consultant in the course
of providing advice and services to the Company under the terms of this
Agreement up to $250.00 Consultant shall provide the Company with all receipts
and/or other documentation concerning such out-of-pocket expenses and the
Company, on receipt of documentation acceptable to it; including a statement
setting forth the purpose of such expenses, shall pay such expenses within
fifteen (15) days of the receipt of such documentation.
5. Independent Contractor. Consultant is retained under the terms of
this Agreement as an independent contractor and nothing herein shall be
construed as creating an employer/employee relationship, partnership or joint
venture between the parties. Consultant shall be solely liable for the payment
of any taxes imposed or arising out of the payment of the compensation to it by
the Company as set forth in this Agreement, including taxes imposed by Internal
Revenue Code sections 3508, 6153 and 1401 through 1403. The Company agrees to
the following rights of Consultant consistent with an independent contractor
relationship:
(A) Consultant has the rights to perform services for others during
the term of this Agreement;
(B) Consultant will furnish all materials used to provide the services
required by this Agreement;
(C) Consultant has the right to hire assistants as subcontractors or
to use third parties to provide the services required by this Agreement;
provided, however, that the Company is not liable for resulting costs; and
(D) Neither Consultant nor its employee or agents shall be required to
devote full time to performing the services required by this Agreement.
6. Authority to Act. The Consultant shall not have the authority to act
on behalf of the Company or to enter into agreements on behalf of the Company.
7. Indemnification. To the extent permitted by law, the Company will
indemnify Consultant and its agents against any claim or liability and will hold
the Consultant and its agents harmless from and pay any expenses (including
without limitation, legal fees and court costs), judgments, penalties,
settlements and other amounts arising out of or in connection with any act or
omission of the Consultant and its agents performed or made in good faith on
behalf of the Company pursuant to this Agreement, unless such action involves
gross negligence.
8. Nondisclosure of information. Consultant agrees that during the term
of this Agreement, Consultant will not, directly or indirectly, disclose to any
person not authorized by the Company to receive or use such information, any of
the Company's confidential or proprietary data, information, or techniques, or
give to any person not authorized by the Company to receive it or any
information that is not generally known to anyone other than the Company or that
is designated by the Company as "limited," "private, "confidential," or
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otherwise marked to indicate its confidential nature. With respect to any
advise, written or oral, provided by the Consultant pursuant to this Agreement,
such advise will be solely for the information and assistance of the Company in
connection with the Consultant's services and unless otherwise indicated by the
Consultant, is not to be used, circulated, quoted, or otherwise referred to for
any other purpose, included in or in reference to, in whole or it part, any
registration statement, proxy statement or any other document without the prior
written consent of the Consultant.
9. Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other party.
10. Entire Agreement. This Agreement is a written memorialization of an
oral agreement between the parties and shall be considered to be the only
agreement or understanding between the parties hereto with respect to the advice
and services to be provided by Consultant to the Company. All negotiations,
commitments, and understandings acceptable to both parties have been
incorporated herein. This Agreement cannot be modified except by a written
document signed by the party to be charged therewith.
11. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the state of Texas.
AGREED AND ENTERED INTO as of the date first above written.
THE COMPANY CONSULTANT
Restaurant Teams International MG Securities Corp.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxxxx
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Its Duly Authorized Officer Xxxxxxx Xxxxxxxx, President
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