Exhibit 4.1
CONSULTING AGREEMENT
This Agreement is made as of this April 30, 2003, by and between Anscott
Industries, Inc., ("the Company") a corporation duly organized and existing
under the laws of Florida, with offices at 00 Xxxxxx Xxxxx, Xxxxx, Xxx Xxxxxx
00000 and Regal Consulting ("the Consultant") with his address at 000 Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000.
WHEREAS, the Company currently provides manufacturer services in the laundry and
dry cleaning industry which manufactures chemicals and filter equipment that
clean clothes professionally. Prior to April 2003, the Company through its
subsidiary engaged in developing, manufacturing and marketing products based on
or derived from its ferrofluid technology.
WHEREAS, the Consultant has consulted with the Company concerning management of
sales and marketing resources, consulting, strategic planning, corporate
organization and structure, financial matters in connection with the operation
of the businesses of the Company, expansion of services, acquisitions and
business opportunities, and shall review and advise the Company regarding its
and his overall progress, needs, and condition. (collectively all of such
services shall be known as the "Consulting Services"). Services of the
Consultant have not directly or indirectly promoted or maintained a market for
the Company's securities and are not provided in connection with a capital
raising transaction for the Company.
WHEREAS, the Company wishes to retain the services of the Consultant on the
following terms and conditions:
1. The Company hereby retained the services of the Consultant for a
period of one year commencing one year prior to the date of the
agreement is signed. In exchange for the Consulting Services, the
Company shall issue a total of 4,000,000 S-8 shares of the Company's
common stock to the principal shareholder of the Consultant.
2. The Consultant has, employing his best efforts, assisted the Company
by the providing the services set forth above.
3. The Consultant has been an independent contractor and has no right
or authority to assume or create any obligations or responsibility,
express or implied, on behalf of or in the name of the Company, unless
specifically authorized in writing by the Company. No provision of this
Agreement shall be construed to preclude consultant from pursuing other
projects.
4. The Consultant (including any person or entity acting for or on
behalf of the Consultant) shall not be liable for any mistakes of fact,
errors of judgment, for losses sustained by the Company or any
subsidiary or for any acts or omissions of any kind, unless caused by
the negligence or intentional misconduct of the Consultant or any
person or entity acting for or on behalf of the Consultant.
5. This Agreement shall be binding upon the Company and the Consultant
and their successors and assigns.
6. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of
this Agreement (including, without limitation, each portion of any
section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid
illegal or unenforceable.
7. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto. No waiver of
any other provisions hereof (whether or no similar) shall be binding
unless executed in writing by both parties hereto nor shall such waiver
constitute a continuing waiver.
8. This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of
which shall constitute one and the same Agreement.
9. The Parties agree that should any dispute arise in the
administration of this Agreement, that the agreement shall be governed
and construed by the Laws of the State of New Jersey.
10. This Agreement contains the entire agreement between the parties
with respect to the consulting services to be provided to the Company
by the Consultant and supersedes any and all prior understandings,
agreement or correspondence between the parties.
IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to
be signed by duly authorized representatives as of the day and year first above
written.
REGAL CONSULTING ANSCOTT INDUSTRIES, INC.
BY: /s/ XXXXXX XXXXXXXX By: /s/ XXXX XXXXXXXXX
------------------------------------------ -----------------------------
XXXXXX XXXXXXXX XXXX XXXXXXXXX
President
