EXHIBIT 5.19
XXXXXXXXX.XXX
September 1, 1999
Xx. Xxxxx Xxxxx
000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
Re: Consulting Services
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Dear Xxxxx:
This will summarize the principal terms of our agreement with respect to
your consulting services to be provided to XXXXXXXXX.XXX (the "Company").
1. Commencing September 1, 1999 and continuing for a term of one year to
and including August 31, 2000, you shall be engaged as a business consultant for
the Company.
2. The scope of your services shall involve all matters related to the
development of the Company's business, with particular emphasis on corporate
finance and the capital markets, as well as publicity, legal and accounting
matters. The precise nature of your services shall be determined from time to
time by management of the Company, within the purview of your expertise. Your
services shall be provided to the Company as an independent contractor, not an
employee of the Company.
3. As full consideration for your services hereunder, you shall be granted
options to acquire 55,000 shares of the Company's Common Stock. The exercise
price for 35,000 of such shares shall be $1.00 per share and the exercise price
for 20,000 of such shares shall be $2.00 per share. The term of the options
shall be three years from the date hereof. Such options shall vest monthly for
the twelve-month period of this consulting agreement, commencing with the lower
price options. In the event your services shall be terminated hereunder, then
all unvested options shall be immediately canceled as of the effective date of
such termination. In the event the Company causes a stock option plan to be
registered under the Securities Act of 1933, as amended, then the Company agrees
to utilize its best efforts to include your options under such plan.
4. This agreement may be terminated by either party for any reason without
cause upon 30 days' prior written notice.
5. You shall bear all customary office and secretarial expenses required
in connection with your services hereunder, including without limitation
telephone, fax, photocopying, postage, computer and supplies, as well as auto
mileage. In the event the Company requests you to travel outside Southern
California to perform services for the Company, then the Company agrees to
reimburse you upon substantiation for all reasonable and necessary travel
expenses incurred in connection therewith, subject to parameters to be
preapproved by the Company for each such trip. In addition, if you undertake any
other business on such trip, then expenses shall be fairly apportioned.
6. Upon execution of this letter by the parties, it shall be deemed to be
a legally binding agreement pending execution of any more formal documentation.
Very truly yours,
XXXXXXXXX.XXX
By: /s/ Xxxx XxXxxx
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Accepted and Agreed:
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
