Exhibit 4.2
ADDENDUM AGREEMENT
THIS ADDENDUM AGREEMENT is made and entered into, effective as of the
22nd day of October, 1998, by and between Xxxxx Xxxxxxx, whose address is 0000
Xxxxx Xxxxxx Xxxx., Xxxxx 000, Xxxxxxx Xxxxx, XX 9021 hereinafter "Xxxxxxx" and
USA Xxxxx.xxx, Inc., a Nevada Corporation, successor in interest to ALFINE
Corporation, whose address is 0000 Xxxxxxxxx Xxxxx, Xxx Xxxxx, XX 00000,
hereinafter referred to as "USAT".
RECITALS
USAT, through its predecessor, ALFINE corporation and Xxxxxxx entered
into an Agreement effective May 21, 1998 whereby Xxxxxxx was to provide certain
consulting services to USAT relative to USAT acquiring control of a public
vehicle via a reverse merger.
Having completed the reverse merger with SBB, Inc. with Xxxxxxx'x
direct consultation and assitance, USAT wishes to expand the scope of Xxxxxxx'x
consulting services.
Xxxxxxx has reviewed this agreement and discussed the services to be
performed hereunder and has represented to USAT that XXXXXXX is qualified and
willing to assist USAT in accordance with the provisions of the May 21, 1998
Agreement, as amended.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1.--
Xxxxxxx will provide all services, on a non-exclusive basis, required to
assist the Company in the furtherance of USAT's business plan.
2.--
USAT reports or graphic information prepared by Xxxxxxx under this
Agreement shall be the sole property of USAT, except to the extent that such
items consist of information available to the general public. All information
that is the sole property of USAT hereunder shall be returned to USAT at their
request and shall not be printed, distributed, published or disclosed to third
parties by XXXXXXX without prior written consent of USAT.
3.--
In the course of performing under this Agreement, XXXXXXX will introduce
USAT to various individuals, potential joint venture partners, customers and
potential financing sources, etc. In recognition of said disclosures, USAT
agrees that neither they nor any corporation and or its subdivisions,
subsidiaries, employees or agents with whom they may be associated, will make
any contact with, deal or otherwise become involved in any transaction,
contract, roll-over, or extension with any contact revealed to them by XXXXXXX
during the term of this agreement and for a period of two (2) years following
its termination without notifying XXXXXXX and paying fees as prescribed in
this agreement. XXXXXXX agrees to treat as confidential all information so
designated when provided by USAT, during the term of this agreement.
4.--
XXXXXXX is an independent contractor. XXXXXXX shall not constitute, hold
himself or be deemed to be an employee, servant, agent or representative of USAT
unless so designated by USAT in writing. All employees, agents and permitted
subcontractors of XXXXXXX shall be under the direct charge of XXXXXXX and shall
also be independent contractors as regards their relationship with USAT.
5.--
In recognition of XXXXXXX'x assistance, USAT agrees to compensate XXXXXXX
by increasing the number of warrants to be conveyed per Paragraph 4 of the May
21st Agreement by 200,000. All terms and conditions contained in Paragraph 4
shall apply to this additional 200,000 warrant grant.
6.--
USAT also agrees to pay reasonable legal fees and court costs that XXXXXXX
incurs in collecting any moneys or shares due them under this agreement that are
not paid as agreed herein.
7.--
This agreement contains and sets forth the entire Addendum to the May 21st,
1998 Agreement between USAT and XXXXXXX with respect to the subject matter
hereof. No modification, alteration or extension of this Addendum shall be
effective unless in writing and executed by the Parties subsequent to the
effective date of this agreement.
8.--
To facilitate the execution of this agreement, any number of counterparts
hereof may be executed, and each such counterpart shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
instrument. Copies delivered by fax shall have the same force and effect as
original signed documents.
9.--
This agreement shall be governed by and interpreted in accordance with the
laws of the State of California.
IN WITNESS WHEREOF, the Parties have set their signatures below.
USA Xxxxx.xxx, Inc. Xxxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx Xxxxxxx
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President
Date: 11/11/98 Date: 11/11/98
