Exhibit 4
AMENDED AND RESTATED
2001 CONSULTANT SERVICES PLAN
THIS is the AMENDED AND RESTATED 2001 CONSULTANT SERVICES PLAN (the "Plan")
between SeaView Video Technology, Inc. a Nevada Corporation (the "Company"), and
XXXXXXX XXXXXXX (the "Consultant") which is amended and restated in its entirety
as of the 22nd day of February, 2002 as follows:
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 582,212
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 a total of
582,212 shares of Common Stock ( the "Shares") in the Company.
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 OTCB. 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 September 17, 2001 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 Plan may not be amended unless by the mutual consent of
all the parties hereto in writing.
8. Governing Law. This Plan 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 Plan 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 Plan 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 Plan 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
Plan.
11. Legal Representation. Each party has been represented by independent legal
counsel in connection with this Plan, 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 Plan
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 Plan 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 Plan.
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 Plan, and the same
constitutes a valid and legally binding Plan 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 Plan
shall be deemed unenforceable by any court of competent jurisdiction for
any reason whatsoever, this Plan shall be construed as if such
unenforceable provision had never been contained herein.
17. Counterparts. This Plan may be executed in counterparts.
18. Facsimile. This Plan may be executed by facsimile.
SeaView Video Technology, Inc. CONSULTANT
/s/Xxxxxx X. Xxxxxxxxxx, III /s/Xxxxxxx Xxxxxxx
------------------------------------ --------------------------
Xxxxxx X. Xxxxxxxxxx, III Xxxxxxx Xxxxxxx
President/CEO
