EXHIBIT 4.2
CONSULTING SERVICES CONTRACT
WITH XXXXXX XXXXX
This consulting services agreement ("Consulting Agreement") is made as
of this 23th day of October, 2000, by and between Xxxxxx Xxxxx ("Xxxxx"), 00000
Xxxxxxxx Xxxx Xxxxx, Xxxx, Xxxxx 00000, and PICK-UPS PLUS, INC., 0000 Xxxxxx
Xxxxxxxxx, Xxxxx, Xxxx, 00000, (referred to herein as the "Company"), with
Xxxxx and Company collectively sometimes herein referred to as the "Parties".
The Parties hereto, for ten (10) dollars and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged,
hereby agree as follows:
WHEREAS, the Company (a Delaware corporation) is a fully reporting
company whose securities are traded on the Over-the-Counter Bulletin
Board under the ticker symbol "PUPS"; and
WHEREAS, Xxxxx is in the business of consulting with private and
public companies regarding issues of business development, management
reorganization, financial forecasts and projections, and merger and
acquisition strategies; and
WHEREAS, the Company wishes to retain Xxxxx as a non-exclusive
corporate consultant; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain Xxxxx to provide general corporate
consulting services which may include, but not be limited to: assistance in the
preparation and organization of corporate and financial due diligence material,
assistance in the review and evaluation of potential merger candidates,
assistance in negotiating the terms of a merger or reorganization, assistance
in evaluating and analyzing the Company's specific industry and its competitors,
assistance with corresponding with the Company's accountants and auditors, and
assistance concerning strategic planning regarding business matters and
financial forecasts and projections. Xxxxx shall agree to make available
qualified personnel for the foregoing purposes and devote such business time
and attention thereto as it shall determine is required.
The Company understands that any and all suggestions, opinions or
advice given to the Company by Xxxxx are advisory only and the ultimate
responsibility, liability and decision regarding any action(s) taken or
decisions made lies solely with the Company and not with Xxxxx.
2. Term. The term of this Consulting Agreement shall be for a period of one
year from the date hereof (the "Term").
3. Compensation. As compensation for entering into this Consulting Agreement
and for services rendered over the Term, Xxxxx shall be granted a warrant (the
"Warrant") to purchase 500,000 shares of the Company's common stock, par value
$.001 per share, at a purchase price of $.15 per share. The Warrant may be
exercised in whole or in part, for a period of ten years from the date of
signing the Warrant which shall be in the exact form as attached hereto. The
Warrant, pursuant to the consent of the Company's Board of Directors, shall be
granted in the name of Xxxxxx Xxxxx. The Company hereby agrees to register the
shares of common stock underlying the above referenced Warrant on a Form S-8
registration statement.
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4. Arbitration. The parties hereby agree that any and all claims (except
only for requests for injunctive or other equitable relief) whether existing
now, in the past or in the future as to which the parties or any affiliates
may be adverse parties, and whether arising out of this Consulting Agreement
or from any other cause, will be resolved by arbitration before the American
Arbitration Association within the State of Ohio. The parties hereby
irrevocably consent to the jurisdiction of the American Arbitration
Association and the situs of the arbitration (and of any action for injunctive
or other equitable relief) within the State of Ohio. Any award in arbitration
may be entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards. The law applicable to the arbitration and this
Consulting Agreement shall be that of the State of Ohio, determined without
regard to its provisions which would otherwise apply to a question of conflict
of laws.
5. Miscellaneous.
5.1 Assignment. This Agreement is not transferable or assignable.
5.2 Execution and Delivery of Agreement. Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy of this
agreement by the other party, and acceptance of such fax copies shall create a
valid and binding agreement between the parties.
5.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be
considered in construing this agreement.
5.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the
validity or enforceability of the remaining provisions of this agreement.
5.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matters herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to such
matters.
5.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
PICK-UPS PLUS, INC.
By: /s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx, CEO
AGREED AND ACCEPTED
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
00000 Xxxxxxxx Xxxx Xxxxx
Xxxx, Xxxxx 00000
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