EXHIBIT 4.11
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CONSULTING AGREEMENT, dated the 10th day of September, 2001, by and
between XXXxxx.xxx, Inc., a Delaware corporation having executive offices at 000
Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx (the "Company"), and Xxxxxx X.
Xxxxxxxxx, an individual, (the "Consultant").
W I T N E S S E T H :
WHEREAS, the Consultant has considerable knowledge of and experience
providing consulting services regarding the identification, evaluation,
structuring, negotiating and closing of joint ventures, strategic alliances and
business acquisitions as well as product development (the "Business"); and
WHEREAS, the Company desires to obtain the benefit of Consultant's
special knowledge and experience regarding the identification, evaluation,
structuring, negotiating and closing of joint ventures, strategic alliances and
business acquisitions as well as product development; and
WHEREAS, the Company's management has determined that it would be in
the best interest of the Company to make use of the Consultant's knowledge and
experience; and
WHEREAS, Consultant desires to serve as consultant to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained the Company and the Consultant hereby
agree as follows:
1. Term. The Company hereby engages Consultant to render the
consulting services as hereinafter set forth, and Consultant hereby agrees to
render such services for a period commencing the date hereof and terminating on
September 9, 2002 (the "Term").
2. Consulting Services. The Company hereby retains the Consultant,
and the Consultant agrees, to render consulting and advisory services to the
Company during the Term hereof in connection with the Business, from time to
time, and as the Chief Executive Officer of the Company may reasonably request.
Consultant shall not be required to expend any minimum number of hours hereunder
and the rendering of all consulting services shall be subject in priority to
Consultant's own business interests.
3. Consulting Fees. In consideration for (i) the availability of
Consultant to render the services, (ii) the services to be rendered by
Consultant during the Term, and (iii) the other provisions of this Agreement,
the Company shall promptly issue to the Consultant 500,000 shares fo the
Company's common stock, which shares shall be subject to S-8 Registration.
4. Expenses. Upon submission of proper vouchers or other similar
evidence of expenditures, the Company shall, upon request by Consultant,
reimburse Consultant for all reasonable travel and out-of-pocket expenses
incurred by Consultant in connection with services requested and rendered
hereunder. All expense items require the prior approval of the Company.
5. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
either served personally or two (2) business days after being sent priority next
day delivery by a nationally recognized courier or three (3) business days after
being mailed by certified or registered mail, return receipt requested; if to
the Company or to Consultant, then at the respective address first above
written, and in each case with a copy to: Moritt, Hock, Hamroff & Xxxxxxxx, LLP,
000 Xxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxx, Xxx Xxxx 00000 or to such address
or to such persons as either party shall have last designated by written notice
to the other.
6. Assignability. This Agreement shall inure to the benefit of and
be binding upon the parties, their successors and permitted assigns. Neither
party may assign this Agreement or its rights or obligations hereunder without
the prior written consent of the other party.
7. Entire Agreement. This instrument constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
supercedes all prior agreements and understandings, written or oral, among them
with respect to the subject matter hereof. This Agreement may be modified only
by a written instrument signed by the parties.
8. Governing Law. This Agreement shall be governed by and construed
(both as to validity and performance) and enforced in accordance with the laws
of the State of New York without giving effect to the conflicts or choice of law
provisions thereof.
9. Counterparts. This Agreement may be executed in counterparts each
of which shall be deemed an original and all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
XXXxxx.xxx, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, C.E.O.
Consultant:
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
