2003 CONSULTANT SERVICES AGREEMENT
THIS IS A 2003 CONSULTANT SERVICES AGREEMENT (the "Agreement") is
made as of the 22nd day of April, 2003 between SeaView Video Technology, 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
600,000 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
Xxxxxxx Xxxxxxx 3,000,000 Research & Development
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 Form S-8
Registration Statement dated May 19, 2003 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 (1)
above, providing that the Consultant meets the appropriate deadlines
and milestones associated with the specific research & development
services provided, as defined by the Company and its officers. Upon the
registration of the shares as outlined in number four (4) above,
200,000 shares will be issued to begin the first phase of the services
to be provided. Subsequent issuances of shares, up to the total amount
outlined in number one (1) above, will be issued at the Company's
discretion, based on performance, as defined by the Company, over a
period not to exceed one year.
1
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.
SeaView Video Technology, Inc. CONSULTANT
____________________________________ __________________________
Xxxxxx X. Xxxxxxxxxx, III Xxxxxxx Xxxxxxx
President/CEO
