Exhibit 4.1
CONSULTING SERVICES AGREEMENT
This Financial Consulting Services Agreement (the "Agreement") is entered
into on this 15th day of January, 2004 by and between Xxxxxxx Xxxxxx
("Consultant") an Independent Consultant and BIB Holdings Ltd. ("Client"), a
Nevada corporation, with references to the following:
RECITALS
A. The Client desires to be assured of the association and services of
the Consultant's experience, skills, abilities, knowledge and
background to facilitate long range strategic planning and to advise
the Client in business and/or IT matters and is therefore willing to
engage the Consultant upon the terms and conditions set forth
herein. Client is engaged in the design, source and marketing of
high quality apparel business (the "Clients Business"):
B. The Consultant agrees to be engaged and retained by the Client and
upon the terms and conditions set forth herein:
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Engagement. Client has retained Consultant for the purpose of
assisting the Company in the conduct of its business, including its
day-to-day operations. It is contemplated that the services to be
rendered by Consultant will include, but not necessarily be limited
to:
o Development of Brand/Identity in the current market place
o Work in conjunction with current professional on the creation of new
website in progress
o Coordinate with current system administration on new ideas and
development
o General IT Consulting o Computer Related Services - computerized
research and research services
The Consultant shall perform the duties asked upon within the scope of this
contract and agrees to dedicate at a minimum twenty-five hours a week towards
the Company's business
It is understood that the services to be provided by Consultant, as agreed to by
the parties pursuant to this agreement, shall include, but not be limited to,
non-promotional services necessary to assure compliance by the Company with the
provisions of the 1933 and 1934 Act, and regulations adopted pursuant thereto.
Consultant shall have no responsibility for the accuracy of the substantive
representations or representations of fact which are or may be included in
documents filed with the Securities and Exchange Commission.
The Company shall be solely responsible for the substantive content of any SEC
filings and the truthfulness of all statements made therein. .
2. Term. The term ("Term") of this Agreement shall commence on the date
hereof and continue for Twelve (12) months. The Agreement may be
extended upon agreement by both parties upon terms and conditions
agreed to by the parties, unless or until the Agreement is
terminated. Either party may cancel this Agreement upon five days
written notice in the event either party violates any material
provision of this Agreement and fails to cure such violation within
five (5) days of written notification of such violation from the
other party. Such cancellation shall not excuse the breach or
non-performance by the other party or relieve the breaching party of
its obligation incurred prior to the date of cancellation. Client is
aware that Consultant has no power or control of the approval of
Client's registration. It is expected by both parties that filings
will be made within ninety days and approval within six months.
3. Compensation and Fees. As consideration for Consultant entering into
this Agreement, Client shall pay Consultant the following:
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A. Forty Eight Thousand Dollars ($48,000.00), payable as follows;
$4,000.00 upon the signing of this Agreement and $4,000.00
thirty days later and $4,000.00 every thirty days thereafter
until Client has paid Consultant $48,000.00. Or: Consultant
agrees to immediately accept a lump sum of 300,000 shares of
S-8 stock in lieu of cash, in payment for services in advance,
for the entire term of this contract. The Shares, when issued
to consultant, will be duly authorized, validly issued and
outstanding, fully paid and non-assessable, free trading and
will not be subject to any liens or encumbrances.
B. Expenses incurred by Consultant including but not limited to;
filing fees, audit and legal fees, transfer agent fees,
printing, postage, FedEx, web site construction and
maintenance, public relations fees, CUSIP, Standard & Poor's
or any other cost that Consultant might incur on behalf of
Client. Reimbursement for expenses will be due each month as
invoiced.
4. Exclusivity, Performance, Confidentiality. The services of
Consultant hereunder shall not be exclusive, and Consultant and its
agents may perform similar or different services for other persons
or entities whether or not they are competitors of Client.
Consultant shall be required to expend only such time as is
necessary to service Client in a commercially reasonable manner.
Consultant acknowledges and agrees that confidential and valuable
information proprietary to Client and obtained during its engagement
by the Client, shall not be, directly or indirectly, disclosed
without the prior express written consent of the Client, unless and
until such information is otherwise known to the public generally or
is not otherwise secret and confidential.
5. Independent Contractor. In its performance hereunder, Consultant and
its Agents shall be independent contractors. Consultant shall
complete the services required hereunder according to his own means
and methods of work, which shall be in the exclusive charge and
control of Consultant and which shall be subject to the control or
supervision of Client, except as to the results of the work. Client
acknowledges that nothing in this Agreement shall be construed to
require Consultant to provide services to Client at any specific
time, or in any specific place or manner. Payments to Consultant
hereunder shall not be subject to withholding taxes or other
employment taxes as required with respect to compensation paid to an
employee.
6. Miscellaneous. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision
and no waiver shall constitute a continuing waiver. No waiver shall
be binding unless executed in writing by the party making the
waiver. No supplement, modification, or amendment of this Agreement
shall be binding unless executed in writing by all parties. This
Agreement constitutes the entire agreement between the parties and
supersedes any prior agreements and negotiations. There are no third
party beneficiaries of this Agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on
the date first written above.
"Client"
Signature: /s/ Xxxx Xxxxxx
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Print with Title: Xxxx Xxxxxx, Chairman
Company: BIB Holdings, Ltd.
"Consultant"
Signature: /s/ Xxxxxxx Xxxxxx
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Print with Title: Xxxxxxx Xxxxxx
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