Exhibit 4.1
CONSULTING AGREEMENT
This Agreement is made as of this June 18, 2003, by and between Xxxxx X. Xxxxx
and Xxxxx X. Xxxxx ("Xxxxx and Xxxxx") and Planetlink Communications, Inc. ("the
Company") a corporation duly organized and existing under the laws of Georgia,
with offices at 0000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000.
WHEREAS, the Company is a fully reporting company whose securities are traded on
the Over-the-Counter Bulletin Board under the ticker symbol "PLKC"; and
WHEREAS, Xxxxx and Xxxxx are 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 and Xxxxx as
non-exclusive corporate consultants; and
WHEREAS, the Company shall retain Xxxxx and Xxxxx to provide general corporate
consulting services which may include, but not be limited to: assist with the
development and successful execution of the Company's strategic business plans,
corporate finance matters, merger and acquisition activity, and executive
compensation and employee benefit plans, assistant 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
regarding financial forecasts and projections. Services of Xxxxx and Xxxxx shall
not directly or indirectly promote or maintain a market for the Company's
securities and are not and will not be provided in connection with a capital
raising transaction for the Company.
WHEREAS, the Company wishes to retain the services of Xxxxx and Xxxxx on the
following terms and conditions:
1. The Company hereby retains the services of Xxxxx and Xxxxx for a
period of one year commencing on the date the agreement is signed and
may be extended to a period of one year by the agreement of both
parties. In exchange for the Consulting Services, Xxxxx and Xxxxx shall
each receive 1,686,450 S-8 shares of the Company's common stock for a
total 3,372,900 shares.
2. Xxxxx and Xxxxx shall, employing their best efforts, assist the
Company by providing the services set forth above.
3. The Consultant shall be an independent contractor and shall have no
right or authority to assume or create any obligations or
responsibility, express or implied, on behalf of or in the name of the
Company, unless specifically authorized in writing by the Company. No
provision of this Agreement shall be construed to preclude Xxxxx and
Xxxxx from pursuing other projects.
4. Xxxxx and Xxxxx (including any person or entity acting for or on
behalf of Xxxxx and Xxxxx) shall not be liable for any mistakes of
fact, errors of judgment, for losses sustained by the Company or any
subsidiary or for any acts or omissions of any kind, unless caused by
the negligence or intentional misconduct of Xxxxx and Xxxxx or any
person or entity acting for or on behalf of Xxxxx and Xxxxx.
5. This Consulting Agreement is not transferable or assignable.
6. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of
this Agreement (including, without limitation, each portion of any
section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid
illegal or unenforceable.
7. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto. No waiver of
any other provisions hereof (whether or no similar) shall be binding
unless executed in writing by both parties hereto nor shall such waiver
constitute a continuing waiver.
8. This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of
which shall constitute one and the same Agreement.
9. 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 Georgia. 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 Georgia. 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 Georgia,
determined without regard to its provisions which would otherwise apply
to a question of conflict of laws.
10. This Agreement contains the entire agreement between the parties
with respect to the consulting services to be provided to the Company
by the Consultant and supersedes any and all prior understandings,
agreement or correspondence between the parties.
IN WITNESS WHEREOF, the Company and Xxxxx and Xxxxx have caused this Agreement
to be signed by duly authorized representatives as of the day and year first
above written.
PLANETLINK COMMUNICATIONS, INC.
BY: /s/ Xxxxx Xxxx
--------------------------------
XXXXX XXXX
President
CONSULTANTS
By: /s/ Xxxxx Xxxxx
--------------------------------
XXXXX XXXXX
BY: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX
