Exhibit 4.3
CONSULTING SERVICES CONTRACT
WITH XXXXXX X. XXXX, ESQ.
This consulting services agreement ("Consulting Agreement") is made as of
this 18th day of December, 2001, by and between Xxxxxx X. Xxxx, Esq. ("Xxxx"
or "Consultant"), Xxxxxx X. Xxxx & Associates, Ltd., 0000 Xxxxx Xxxxxxx,
Xxxxx 000 Xxx Xxxxx, Xxxxxx 00000, and Barrington Foods International, Inc.,
0000 Xxxxxxx Xx. Xxxxx 0, Xxxxxxxxxx, (xxxxxxxx to herein as the "Company" or
"Issuer"), with Xxxx and Company collectively sometimes herein referred to as
the "Parties". The Parties hereto, for ten (10) dollars and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:
WHEREAS, the Company is a fully reporting company whose securities are traded
on the Over-the-Counter Bulletin Board under the ticker symbol "BFII"; and
WHEREAS, Xxxx, an attorney, is in the business of consulting with private
and public companies regarding issues of business development, management
reorganization, financial forecasts and projections, and merger and
acquisition strategies; and
WHEREAS, the Company wishes to retain Xxxx as a non-exclusive corporate
consultant; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain Xxxx to provide general
corporate consulting services which may include, but not be limited to:
assistance in the preparation and organization of corporate and
financial due diligence material, assistance in the review and
evaluation of potential merger candidates, assistance in negotiating the
terms of a merger or reorganization, assistance in evaluating and
analyzing the Company's specific industry and its competitors,
assistance with corresponding with the Company's accountants and
auditors, and assistance concerning strategic planning regarding
business matters and financial forecasts and projections. Xxxx shall
agree to make available qualified personnel for the foregoing purposes
and devote such business time and attention thereto as it shall
determine is required.
The Company understands that any and all suggestions,
opinions or advice given to the Company by Xxxx are advisory only and
the ultimate responsibility, liability and decision regarding any
action(s) taken or decisions made lies solely with the Company and not
with Xxxx.
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2. Term. The term of this Consulting Agreement shall be for a
period of one year from the date hereof (the "Term").
3. Compensation. As compensation for entering into this Consulting
Agreement and for services rendered over the Term, the Issuer agrees to
issue to Xxxxx and Xxxxx agrees to accept from Issuer, as compensation for
the Consulting Services, forty thousand (40,000) shares of the
Company's common stock, par value $.001 per share. The Company hereby
agrees to register the shares of common stock underlying the above
referenced common stock on a Form S-8 registration statement and the
Company shall obtain the requisite opinion letter from its corporate
counsel as to the legality of such registration.
4. Arbitration. The parties hereby agree that any and all claims
(except only for requests for injunctive or other equitable relief)
whether existing now, in the past or in the future as to which the
parties or any affiliates may be adverse parties, and whether arising
out of this Consulting Agreement or from any other cause, will be
resolved by arbitration before the American Arbitration Association
within the State of Nevada. The parties hereby irrevocably consent to the
jurisdiction of the American Arbitration Association and the situs of
the arbitration (and of any action for injunctive or other equitable
relief) within the State of Nevada. Any award in arbitration may be
entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards. The law applicable to the arbitration and
this Consulting Agreement shall be that of the State of Nevada, determined
without regard to its provisions which would otherwise apply to a
question of conflict of laws.
5. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:
5.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and
subsisting under the laws of the jurisdiction in which it was organized.
5.2 Enforceability. Issuer has duly executed and delivered this agreement
and (subject to its execution by Consultant) it constitutes a valid and
binding agreement of Issuer enforceable in accordance with its terms against
Issuer, except as such enforceability may be limited by principles of public
policy, and subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies.
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5.3 Capitalization. Issuer has no outstanding capital stock other than
common stock as of the date of this agreement. Issuer is authorized to issue
an additional 40,000 Shares of Common Stock, of which 4,880,000 Shares are
currently issued and outstanding. All of Issuer's outstanding Shares of
Common Stock have been duly and validly issued and are fully paid,
nonassessable and not subject to any preemptive or similar rights; and the
Shares have been duly authorized and, when issued and delivered to
Consultant as payment for services rendered as provided by this agreement,
will be validly issued, fully paid and nonassessable, and the issuance of
such Shares will not be subject to any preemptive or similar rights.
6. Miscellaneous.
6.1 Assignment. This Agreement is not transferable or
assignable.
6.2 Execution and Delivery of Agreement. Each of the
parties shall be entitled to rely on delivery by fax transmission of an
executed copy of this agreement by the other party, and acceptance of
such fax copies shall create a valid and binding agreement between the
parties.
6.3 Titles. The titles of the sections and subsections of
this agreement are for the convenience of reference only and are not to
be considered in construing this agreement.
6.4 Severability. The invalidity or unenforceability of
any particular provision of this agreement shall not affect or limit the
validity or enforceability of the remaining provisions of this
agreement.
6.5 Entire Agreement. This agreement constitutes the
entire agreement and understanding between the parties with respect to
the subject matters herein and supersedes and replaces any prior
agreements and understandings, whether oral or written, between them
with respect to such matters.
6.6 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above mentioned.
December 18, 2001
BARRINGTON FOODS INTERNATIONAL, INC.
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------
Xxxxxxx Xxxxxxxx, CEO
AGREED AND ACCEPTED
By: /s/ Xxxxxx X. Xxxx
--------------------------
Xxxxxx X. Xxxx, Esq.
Xxxxxx X. Xxxx & Associates, Ltd.
0000 Xxxxx Xxxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
40,000 Shares. Number of Shares to be issued
to Xxxxxx X. Xxxx, Esq. pursuant to this agreement.
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