Exhibit 4.19
FINANCIAL CONSULTING AND SERVICES AGREEMENT
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THIS AGREEMENT is dated May 20, 1999, by and between Premiere Equities, Inc., a
Florida corporation of 0000 X. Xxxxxxx Xxxxxxx, Xxxxx 000, Xx. Xxxxxxxxxx
Xxxxxxx 00000 ("Consultant"), and Pollution Research and Control Corp. having
its principal address at 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx.
WITNESSETH:
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Consultant is engaged in the business of, among other things, providing
financial consulting, and business advisory services, and the Company seeks
these services for the Company; and
NOW, THEREFORE, the parties hereto agree as follows:
1. Services. Consultant shall, during the term of this Agreement, provide
the following services to the Company:
a). Consultant shall analyze and provide advice as to both short and
long term business plans and assist with respect to shareholder relations;
b). Consultant shall provide all the consulting services described
herein directly to management of the Company (while the Consultant is authorized
to speak to and consult with others, the Consultant does not have any right or
power to bind the Company to any matter whatsoever or to make any representation
pertaining to the Company whatsoever); and
c). Consultant shall provide such general consulting services as may
be reasonably requested by the Company, from time to time, during the term.
The Consultant is not authorized or empowered to commit the Company to any
recommendations or course of action, or any agreement, promise, or
representation.
Consultant shall be available, included by receiving telephone calls.
Consultants shall also be available to review and receive information concerning
the Company, by fax or telephone during normal business hours. Consultant shall
be fully responsible for complying with all applicable laws and regulations
concerning the activities of the Consultant, including the business and
operations of the Consultant.
2. Consulting compensation. In consideration for the services to be
provided by the Consultant pursuant to Section 1 above, the Consultant shall be
paid by the Company a fee of $75,000 annually, ($40,000 upon execution of
contract, due immediately), monthly payments on the 1st day of each month for
3181.81 (11 monthly payments totaling $35,000 for the first year), 50,000 free
trading, non-legend shares of stock of the Company, and 85,500 free trading
non-legend warrants, to be delivered to Consultant immediately. (All shares
being the "Shares" and "Warrants" herein). Consultant hereby directs the Company
to issue all Shares and Warrants in the name of Premiere Equities, Inc.
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3. Indemnification. The Company shall indemnify and hold harmless the
Consultant as to and, against all losses, claims, damages, liabilities, and
expenses (including reasonable attorney's fees) caused by any untrue or alleged
fact required to be stated therein or necessary to make the statements therein
not misleading as to the public filings of the Company; provided, however, that
the Company will not be liable in any such case to the extent that such item
arises out of or is based upon an untrue statement or alleged untrue statement,
prospectus or preliminary prospectus or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading in reliance upon, and in conformity with,
information furnished to the Company by Consultant, and/or in any case
Consultant is aware of the problem.
4. Term. The term of this Agreement shall be for an initial term (the
"Initial Term") of twelve (12) months commencing on the date first set forth
above. For the second and third years, annual compensation of $75,000 ($40,000
the first month and 11 monthly payments of 3181.81). Either party upon at least
60 days' prior written notice may terminate this Agreement, but no termination
shall eliminate the Consultant's right to the Shares herein.
5. Non-Exclusive. Consultant shall devote such of its time and effort as
Consultant deems necessary or desirable to the discharge of its duties
hereunder. The Company acknowledges that Consultant is engaged in other business
activities and that it will continue such activities during the term of this
Agreement. Consultant shall not be restricted from engaging in other business
activities during the term of this Agreement. This is a non-exclusive Agreement.
6. Confidentiality. Consultant shall, and shall cause officers, directors,
employees and agents of Consultant to, hold confidential and not publish,
disclose or make accessible to any other person not bound by an obligation of
confidentiality, all confidential information, if any, which Consultant or any
of its officers, directors, employees, or agents may, from time-to-time, possess
relating to financial condition, results of operation, business, property,
assets or liabilities of the Company, provided, however, the restrictions of
this sentence shall not apply to information that (I) is publicly available,
(II) already is known to Consultant at the time of disclosure, or (III) is
received from a third party not under any obligation of confidentiality to the
Company.
7. Benefit, Burden, and Assignment. The provisions herein shall enure to
the benefit of, and be binding upon, the parties hereto and their permitted
assigns and successors. This Agreement may be assigned without the prior written
consent of all parties hereto.
8. Severability. If any provision of this Agreement shall be deemed by any
court of competent jurisdiction invalid or unenforceable to any extent, the
remainder of this Agreement, or the application of such provision in any other
circumstance shall not be affected thereby and each provision shall otherwise be
valid and shall be enforced to the fullest extent permitted by applicable law.
9. Governing Law. The laws of the State of Florida, U.S.A. shall govern
this Agreement, and the venue for any action, claim or proceeding in connection
with this Agreement shall be a court of competent jurisdiction in Broward
County, Florida.
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10. Entire Agreement. This Agreement sets forth all of the promises,
agreements, conditions, understandings, warranties and representations among the
parties with respect to the subject matter hereof. This Agreement is, and is
intended by the parties to be, an integration of any and all prior agreements
and understandings, oral, written, express or implied with respect to the
subject matter hereof.
11. Captions. Captions in this Agreement are for convenience of reference
only and shall not be used in the interpretation.
12. Independent Legal Counsel. The parties agree and acknowledge that they
have been represented by independent legal counsel, or have had the opportunity
to obtain independent legal counsel, have been advised that it is in their best
interests to do so, and by execution of this Agreement have waived the right.
13. Amendment and Modification. No amendment or modification to this
Agreement shall be valid unless in writing and signed by the parties hereto.
14. Ambiguities. The parties hereby acknowledge that the normal rule of
construction to the effect that ambiguities in an agreement are constructed
against the drafting party shall not apply to this Agreement.
15. Cooperation. Each party hereby agrees to provide such reasonable
cooperation and execute such reasonable documents as shall be reasonably
required or requested by the other party hereto to perform the Agreement.
16. Written Provisions. Hand-written provisions hereto initiated by the
parties hereto shall control to the extent of any conflict with the typed
provisions herein.
17. Execution. This Agreement may be executed via facsimile and in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
PREMIERE EQUITIES, INC. POLLUTION RESEARCH AND CONTROL CORP.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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PRESIDENT PRESIDENT
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