Exhibit 4.1
CONSULTING SERVICES CONTRACT
This consulting services agreement ("Consulting Agreement") is made as of this
27th day of November, 2001, Between:
Xxxxxxx X. Xxxxx, 000 XX 00xx Xxxxxx, # 000-000, Xxxxx, XX 00000; (hereinafter
referred to as "Xxxxx" or "Consultant")
And:
TS&B Holdings, Inc., 0000 Xxx Xxx Xxxx Xxxx, #000, Xxxxxx Xxxxxxx, Xxxxxxx,
00000; (referred to herein as the "Company" or "Issuer"),
Xxxxx 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 (a Utah corporation) is a fully reporting company whose
securities are traded on the Over-the-Counter Bulletin Board under the ticker
symbol "TSBB";
AND WHEREAS Xxxxx, 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 Xxxxx as a non-exclusive corporate
consultant;
IT IS, THEREFORE AGREED that:
1. Services.
The Company shall retain Xxxxx to provide general corporate consulting services,
which may include, but not be limited to:
o assistance in the preparation and organization of corporate and
financial due diligence material,
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
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 Xxxxx 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 Xxxxx 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 Xxxxx.
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 Xxxxx and Xxxxx agrees to
accept from Issuer, as compensation for the Consulting Services, One Hundred &
Sixty Six Thousand (166,000) 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 Florida. 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
Florida. 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 Florida, 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:
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
100,000,000 Shares of Common Stock, of which 10,911,700 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.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
TS&B Holdings, Inc.
/s/ Xxx X. Xxxxxxxxx
XXX X. XXXXXXXXX,
Chief Executive Officer
AGREED AND ACCEPTED
By: /s/ Xxxxxxx X. Xxxxx
000 XX 00xx Xx. #000-000
Xxxxx, XX 00000
166,000 Shares. Number of Shares to be issued to Xxxxxxx X. Xxxxx pursuant to
this agreement.
