Exhibit 4.2 -- Consulting Service Agreement
CONSULTING SERVICE AGREEMENT
WITH X. X. XXXXX
This consulting services agreement ("Consulting Agreement") is made as of this
4th day of March, 2003, by and between X. X. Xxxxx, 0000 X. Xxxxxxxxx,
Xxxxx 0, Xxx Xxxxx, XX 00000, (referred to herein as the "Consultant") and
Absolute Glass Protection, Inc. (formerly known as Benchmark Technology
Corporation), 0000 Xxxxx Xxxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000 (referred
to herein as the "Company"), with X. X. 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 Nevada corporation) is a fully reporting company
whose securities are traded on the Over-the-Counter Bulletin Board.
WHEREAS, and the Consultant is a registered filing agent with the Securities
and Exchange Commission ("SEC") and is in the business of assisting companies
with the preparation of diligence material relating to drafting of SEC
filings; and
WHEREAS, the Company wishes to retain X. X. Xxxxx as a non-exclusive
corporate consultant; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain X. X. Xxxxx to provide general
corporate consulting services which may include, but not be limited to:
assistance in the drafting, preparation, and assistance with general filings
in accordance with the Rules and Regulations of the Securities and
Exchange Commission. The filings to be worked on by the Consultant may
include, but not be limited to filings such as Form 10KSB for the calendar
year ending September 30, 2003 and the Form 10QSB, for the periods
ending December 31, 2002, March 31, 2003 and June 30, 2003. Any required
Form 00x, Xxxx 0-X, Xxxx X-0, and other required filings through September 30,
2003. The Consultant shall agree to make himself available 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 the Consultant are advisory only and the ultimate
responsibility, liability and decision regarding any action(s) taken or
filings made lies solely with the Company and not with the Consultant.
2. Term. The term of this Consulting Agreement shall be from the date
hereof until the Form 10K-SB is completed for the period ended September 30,
2003 (the "Term"). This includes the completion of the annual report for
2003.
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3. Compensation. As compensation for entering into this Consulting
Agreement and for services rendered over the Term, Xx. X. X. Xxxxx shall be
granted five hundred thousand (500,000) shares of the Company's common stock,
par value $0.001 per share. The Company hereby agrees to register the shares
of common stock underlying the above referenced common stock on a Form S-8
registration statement.
4. Law Governing. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada. The parties consent to the
jurisdiction of the courts of the State of Nevada and the United States
District Court of Nevada, and their respective appellate Courts and further
waive objection to venue in any such court for all cases in controversy
relating to disagreement or the relationship between the parties.
5. Independent Contractor Relationship. Consultant and the Company are
independent contractors and nothing contained in this Agreement shall be
construed to place them in the relationship of partners, principal and
agent, employer/employee or joint ventures. Neither party shall have the
power or right to bind or obligate the other party, nor shall it hold itself
out as having such authority.
6. Indemnification. Company shall indemnify and hold harmless the Consultant
from and against any and all losses, damages, liabilities, reasonable
attorney's fees, court costs and expenses resulting or arising from any or
omission by Company. The Consultant shall indemnify and hold harmless the
Company from and against any and all losses, damages, liabilities,
reasonable attorney's fees, court costs and expenses resulting or arising
from any act or omission by the Consultant.
7. Miscellaneous.
7.1 Assignment. This Agreement is not transferable or assignable.
7.2 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.
7.3 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.
7.4 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.
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7.5 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.
7.6 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.
March 4, 2003
Absolute Glass Protection, Inc.
By: /s/ Xxxx Xxxx Xxxxxx
--------------------------
Xxxx Xxxx Xxxxxx
Chairman and President
AGREED AND ACCEPTED
By: /s/ X. X. Xxxxx
---------------------------
X. X. Xxxxx
0000 X. Xxxxxxxxx, Xxxxx 0
Xxx Xxxxx, XX 00000
500,000 Shares. Number of Shares to be issued
to X. X. Xxxxx pursuant to this agreement.
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