EXHIBIT 4.2
CONSULTING AGREEMENT WITH LONE WOLF BUSINESS SERVICES
RPM Technologies, Inc. Consulting Agreement
This consulting agreement ("the Agreement") is entered into as dated below,
by and between RPM Technologies, Inc., a Delaware corporation and its
subsidiaries or affiliates ("the Company") and Lone Wolf Business Services,
a company doing business in the State of California ("the Consultant").
The parties, intending to be legally bound hereby, agree as follows:
1. Retention: The Company will continue to retain the Consultant
during the Consulting Period (as defined in Section 2 below), and
Consultant hereby agrees to be so retained by the Company, all subject to
the terms and provisions of this Agreement. Consultant has been rendering
the Company services similar to those described herein for not less than
three (3) years.
2. Duties of Consultant: During the Consulting Period, the Consultant
shall use reasonable and best efforts, to perform those actions and
responsibilities reasonably requested by the Company's officers and
directors, including but not limited to:
i. Preparing and filing all SEC required reports including but limited
to all Forms 10-KSB, 10-QSB, 8-K and all other reports necessary for the
continued operations of the Company;
ii. Preparing for and administering the Company's 2002 Annual
Shareholders Meeting; and preparing all necessary documentation and notices
therefore; and
iii. Reviewing and revising legal contracts and agreements executed or
negotiated or reviewed by the Company, including employment agreements and
board of directors minutes.
Consultant shall render such services diligently and to the best of the
Consultant's ability. The term of this Agreement shall be two (2) years
from the date of this Agreement.
3. Other Activities of Consultant: The Company recognizes that the
Consultant shall perform only those services that are reasonably required
to accomplish the goals and objectives set forth herein. In the event
Consultant is affiliated with any entity, which proposes to deal with the
Company, Consultant shall disclose the nature of such relationship to the
Company, prior to the Company making any decision, and shall obtain the
approval of the Company, which approval shall be conclusively deemed
granted upon written notice from Xx. Xxxxx Xxxx, or the Company's
designated representative. Consultant may not assign this Agreement.
4. Compensation: In consideration for the Consultant entering into
this Agreement, the Company shall compensate the Consultant as follows:
i. Fees: 200,000 shares of common stock, which shall be issuable
directly to Consultant's president and sole owner, Mr. Xxxxxx Xxxx.
ii. 200,000 share fee shall be paid directly to Mr. Xxxxxx Xxxx within
30 days of the execution of this Agreement or within a reasonable time
thereafter by mutual agreement.
iii. Expenses: Consultant shall pay its own expenses and may hire and
supervise any expert consultants, as it deems necessary, to complete the
Agreement.
iv. Payment of Compensation: The Company shall transfer or cause to be
transferred to Mr. Xxxxxx Xxxx 200,000 of shares of the Company's Common
Stock as a fee for services rendered by Consultant. Such Common Stock
shall be issued following a short form registration under Form S-8. The
Company shall be obligated to prepare and file, a registration statement
(the "Registration Statement") and amendments thereto, with the Securities
and Exchange Commission (the "Commission"), for the registration of the
Common Stock, under the Securities and Exchange Act of 1933 (the "Act") and
shall be obligated to cause such Registration Statement and amendments
thereto, to be declared effective by the Commission, as soon as
practicable. The Company shall be obligated to the Consultant to
continually maintain at the Company's own expense, the currency and
effectiveness of such Registration Statement of the Company, including the
filing of any and all applications and other notifications, filings and
post- effective amendment and supplements (collectively, the "Current
Registration Statement"), as may be necessary, so as to permit the resale
of the Common Stock for common stock of the Company, which is freely
tradable.
v. Consultant shall be granted an option to purchase 100,000 shares of
common stock at $2.00 per share. Said option shall be for 24 months from
the date of this Agreement.
5. Termination: Subject to the cure provisions contained herein, the
Company may terminate the Agreement for cause upon written notice. Cause
shall be defined as the Consultant fails to perform the duties outlined in
this agreement in good faith and fails to properly service the Company's
needs as reasonably expected under the implied "good faith" provisions
herein. Notice of Termination shall state specifically the facts and
circumstances claimed as the basis for termination of the Agreement. Such
notice has to be approved by Xx. Xxxxx Xxxx.
6. Notice: Any notice required, permitted, or desired to be given,
pursuant to any of the provisions of this Agreement, shall be deemed to
have been sufficiently given or served for all purposes, if delivered in
person, or sent via e-mail with return verification or by certified mail
with receipt requested, postage and fees prepaid, or by national overnight
delivery prepaid service, to the parties at their addresses, set forth
below. The Company at the address below will keep copies of notices to
Consultant. Notice to Consultant shall be sent to then Consultant at the
address below. Either party may change the address to which notice shall
be sent. The addresses of the parties are as follows:
The Consultant: Lone Wolf Business Services
The Company: RPM Technologies, Inc.
00000 Xxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
7. Waiver: No course of dealing, nor any delay on the part of either
party in exercising any rights hereunder, will operate as a waiver of any
rights of that party. No waiver of any default or breach of this Agreement
or application of any term, covenant, or provision, hereof, shall be deemed
a continuing waiver, or a waiver of any other breach, default, or the
waiver of any other application of any term, covenant, or provision.
8. Successors: Prior to the effectiveness of any succession (whether
direct or indirect, by purchase, merger, consolidation, or otherwise), to
all, or substantially all, of the business and/or assets of the Company,
the Company will require the successor, to expressly assume and agree to
perform this Agreement in the same manner, and to the same extent, that the
Company would be required to perform it, if no such succession had
occurred. As used in this agreement, "Company" shall mean the Company has
defined above and any successor to its business and/or assets, which
executes and delivers the Agreement, provided for in this Section 10, or
which otherwise becomes bound by all the terms and provisions of this
Agreement, by operation of law. This agreement is not transferable by
Consultant since it requires the specific services of Consultant without
the prior written approval of the Board of Directors and the President of
the Company.
9. Survival of Terms: Notwithstanding the termination of this
Agreement for whatever reason, the provisions hereof, shall survive such
termination, unless, the context requires otherwise.
10. Counterparts: This agreement may be executed in two or more
counterparts, each of which, shall be deemed to be an original, but all of
which together, shall constitute one and the same instrument. Any
signature by facsimile, shall be valid and binding, as if an original
signature were delivered.
11. Captions: The caption headings in this Agreement are for
convenience of reference only, and are not intended, and shall not be
construed, as having any substantive effect.
12. Governing Law: This Agreement shall be governed, interpreted, and
construed, in accordance with the laws of the State of California,
applicable to agreements entered into and to be performed entirely therein.
Any suit, action, or proceeding, with respect to this Agreement, shall be
brought exclusively in the state courts of the State of California, or in
the federal courts of the United States, which is located in the Central
District of California specifically in Los Angeles, California. The
parties hereto, hereby agree, to submit to the jurisdiction and venue of
such courts, for the purposes hereof. Each party agrees that to the extent
permitted by law, the losing party in a suit, action, or proceeding in
connection herewith, shall pay the prevailing party, its reasonable
attorney's fees, incurred in connection therewith.
13. Entire Agreement/Modifications: This Agreement constitutes the
entire agreement between the parties and supersedes all prior
understandings and agreements, whether oral or written, regarding
Consultant's retention by the Company. This Agreement shall not be altered
or modified, except in writing, duly executed by the parties hereto.
14. Warranty: The Company and Consultant each hereby warrant and
agree, that each is free to enter into this Agreement, that the parties
signing below are duly authorized and directed to execute this agreement,
and that this Agreement is valid, binding, and enforceable, against the
parties hereto. The parties further agree that they shall both use good
faith efforts in their performance of the covenants, conditions and
obligations stated herein and any failure to do so is a material breech of
this Agreement.
15. Enforceability: If any term, covenant, provision, or any part
thereof, is found by any court of competent jurisdiction to be invalid,
illegal, or unenforceable in any respect, the same shall not affect the
remainder of such term, covenant, provision, any other terms, covenants or
provisions, or any subsequent application of such term, covenant or
provision, or portion thereof. In lieu of any such invalid, illegal, or
unenforceable provision, the parties hereto intend that there shall be
added, as part of this Agreement, a term, covenant, or provision, as
similar in terms, to such invalid, illegal, or unenforceable term, covenant
of provision, or part thereof, as may be possible and be valid, legal, and
enforceable.
IN WITNESS HEREOF, the parties hereto have duly executed and delivered this
Agreement, as of the 1st day of September 2001.
Lone Wolf Business Services RPM Technologies, Inc.
