Exhibit 4.4
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement" or "Agreement") is made as
of this March 14, 2002 by and between Xxxxxx X. Xxxxxxxx (hereinafter referred
to as "Consultant"), an individual, having her principle address at 0000
Xxxxxxxx Xxx Xxxxx #0000, Xxxxx, Xxxxxxx, 00000 and Carcorp USA Corporation
(hereinafter referred to as the "Company") with offices at 00000 XX Xxxxx, Xxxxx
000, Xxxx Xxxxxxxxxx, XX 00000.
WITNESSETH
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WHEREAS, the Company requires and will continue to require consulting services
relating to management, strategic planning and corporate communications in
connection with its business; and
WHEREAS, Consultant can provide the Company with strategic planning, corporate
communicatons and marketing consulting services and is desirous of performing
such services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these consulting
services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it
is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate 270 days hence, unless terminated or extended in
accordance with a valid provision contained herein, or unless extended by a
subsequent agreement between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management of sales and
marketing resources, consulting, strategic planning, corporate communciations,
corporate organization and structure and certain financial matters in connection
with the operation of the businesses of the Company related to the expansion of
the Company's services. Consultant agrees to provide on a timely basis the
following enumerated services plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic planning
to fully develop and enhance the Company's assets, resources, products and
services; and
(b) The implementation of a marketing program to enable the Company to
broaden the markets for its services and promote the image of the Company and
its products and services; and
(c) To design and implement a comprehensive public relations and
marketing program designed to broaden the markets for the Company's services and
promote the image of the Company and its products and services.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis, with
all approved data and information about it, its subsidiaries, its management,
its products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; with all data and information supplied by any financial
analyst, and with all brochures or other sales materials relating to its
products or services.
5. COMPENSATION.
Upon the execution of this Agreement, Company agrees to pay Consultant the
following as consideration for the services rendered under this Agreement:
a. Common Stock. 500,000 shares ("Shares").
b. At the time of the execution of this Agreement, the Company is not
a listed and trading company. However the Company does anticipate that it will
become a publicly trading company. Should the Company attain a public listing
within 12 months of the execution of this agreement, the Company shall endeavor
to register Consultant's compensation, and all of it, so that it will become
tradable.
c. Should the Company register the compensation outlined above, as
additional consideration, the Company has the right to enter into a subsequent
lock-up or drip agreement with respect to the sale of the Section 5(a) shares.
d. Assignment/Sale. The Section 5(a) Compensation is not assignable.
If the Shares become the subject of an S-8 Registration Statement, the Shares
may not be assigned to a third party in order to assist in the promotion of the
Company's securities. Further, Consultant understands and agrees to abide by the
express provisions of the Securities Act of 1933 related to Form S-8, and as
such, the Shares may not be sold in any way that causes the Company or an
officer of the Company to receive any part of the proceeds of that sale.
5.5 COSTS AND EXPENSES
(a) Miscellaneous Costs.
Subject to the prior approval of the Company, Consultant in providing the
foregoing services, shall not be responsible for any out-of-pocket costs,
including, without limitation, travel, lodging, telephone, postage and Federal
Express charges. Consultant shall provide the Company with a detailed accounting
of monthly expenses related to the Agreement. Payment for these expenses shall
be made to Consultant within 15 days after submission to the Company.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing representation
of the accuracy of any and all facts, material information and data which it
supplies to Consultant and acknowledges its awareness that Consultant will rely
on such continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing from the Company, will rely on the continuing accuracy of material,
information and data supplied by the Company. Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
Termination: Subsequent to and no less than 30 days after the execution of
this Agreement, this Agreement may be terminated by either Party upon written
notice to the other Party for any reason and shall be effective five (5)
business days from the date of such notice. Termination of this Agreement shall
cause Consultant to cease providing services under this Agreement; however,
termination for any reason whatever, shall not decrease or eliminate the
compensatory obligations of the Company as outlined in Section 5 of this
Agreement.
Modification: This Consulting Agreement sets forth the entire
Understanding of the Parties with respect to the subject matter hereof.
This Consulting Agreement may be amended only in writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder shall be
in writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
Severability: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in San Diego, CA. The interpretation and the enforcement of this Agreement
shall be governed by California Law as applied to residents of the State of
California relating to contracts executed in and to be performed solely within
the State of California. In the event any dispute is arbitrated, the prevailing
Party (as determined by the arbiter(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).
SIGNATURE PAGE
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
Carcorp USA Corporation CONSULTANT
/s/ Xxxxxxx Xxxxx /s/ Xxxxxx Xxxxxxxx
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Xxxxxxx Xxxxx, Xxxxxx X. Xxxxxxxx
CEO
