EXHIBIT F
2004 CONSULTANT SERVICES AGREEMENT
THIS IS A 2003 CONSULTANT SERVICES AGREEMENT (the "Agreement") is made as
of the 1st day of May, 2004 between Powerlinx, Inc. a Nevada Corporation (the
"Company"), for the Consultant listed below (the "Consultant").
R E C I T A L S
WHEREAS, the Company wishes to grant, and the Consultant wishes to receive,
as compensation for services provided to the Company, an aggregate of 350,000
shares of the common stock of the Company, par value $.001 per share (the
"Common Stock"), pursuant to the provisions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms
and conditions herein, and other good and valuable considerations, the receipt
and sufficiency of which are hereby acknowledged by the parties, the parties
agree as follows:
1. Grant of Share. The Company hereby grants to the Consultant the following
shares of Common Stock (the "Shares") in the Company.
Name # of Shares Service Type
Xxxxx Xxxxx 350,000 Consulting Services
2. Services. Consultant has been engaged by the Company to perform consulting
services and the Company acknowledges that the services to be rendered
hereby are not in connection with the offer or sale of securities in a
capital raising transaction and do not directly or indirectly promote or
maintain a market for the securities of the Company.
3. Compensation. Consultant's compensation is the Shares identified herein.
The parties agree the value of the Shares will be calculated based on the
average price as quoted on the OTCBB. Consultant is responsible for all
income taxes.
4. Registration or Exemption. Notwithstanding anything to the contrary
contained herein, the Shares will be registered on a Form S-8 Registration
Statement within 30 days of May 1, 2004, and all subsequent amendments
thereto.
5. Delivery of Shares. The Company shall deliver to the Consultant the shares
representing the total number granted under number one.
6. Waiver. No waiver is enforceable unless in writing and signed by the
waiving party, and any waiver shall not be construed as a waiver by any
other party or of any other or subsequent breach.
7. Amendments. This Agreement may not be amended unless by the mutual consent
of all the parties hereto in writing.
8. Governing Law. This Agreement shall be governed by the laws of the State of
Florida, and the sole venue for any action arising hereunder shall be
Pinellas County, Florida.
9. Assignment and Binding Effect. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any party
hereto without the prior written consent of the other parties hereto,
except as otherwise provided herein. This Agreement shall be binding upon
and for the benefit of the parties hereto and their respective heirs,
permitted successors, assigns and/or delegates.
10. Integration and Captions. This Agreement includes the entire understanding
of the parties hereto with respect to the subject matter hereof. The
captions herein are for convenience and shall not control the
interpretation of this Agreement.
11. Legal Representation. Each party has been represented by independent legal
counsel in connection with this Agreement, or each has had the opportunity
to obtain independent legal counsel and has waived such right, and no tax
advice has been provided to any party.
12. Construction. Each party acknowledges and agrees having had the opportunity
to review, negotiate and approve all of the provisions of this Agreement
13. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent and
purpose of this Agreement as set forth herein above.
14. Fees, Costs and Expenses. Each of the parties hereto acknowledges and
agrees to pay, without reimbursement from the other party (ies), the fees,
costs, expenses incurred by each such party incident to this Agreement.
15. Consents and Authorizations. By the execution herein below, each party
acknowledges and agrees that each such party has the full right, power,
legal capacity and authority to enter into this Agreement, and the same
constitutes a valid and legally binding Agreement of each such party in
accordance with the terms, conditions and other provisions contained
herein.
16. Severability. In the event anyone or more of the provisions of this
Agreement shall be deemed unenforceable by any court of competent
jurisdiction for any reason whatsoever, this Agreement shall be construed
as if such unenforceable provision had never been contained herein.
17. Counterparts. This Agreement may be executed in counterparts.
18. Facsimile. This Agreement may be executed by facsimile.
Powerlinx, Inc. CONSULTANT
____________________________________ __________________________
Xxxxxx X. Xxxxxxxxxx, III Xxxxx Xxxxx
Chairman/CEO
