CONSULTING AND LEGAL SERVICES AGREEMENT
This Agreement is made as of the 8TH day of March, 1998, by and between
Xxxxxxx & Xxxxx, L.L.P., Attorneys at Law ("Consultant"), and Definition,
Ltd., a Nevada corporation (the "Company").
WHEREAS, Consultant possesses experience in the field of domestic
financing, business acquisitions and dispositions and matters of general
and special law; and
WHEREAS, the Company is a publicly-held company and files periodic
reports pursuant to the requirements of the Securities Exchange Act of
1934; and
WHEREAS, the Company desires advise and guidance relating to the areas of
expertise of Consultant, as aforesaid; and
WHEREAS, the Company desires to hire Consultant and Consultant is willing
to accept the Company as a client.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed:
1. The Company hereby engages Consultant to render advice and counsel
with respect to law, corporate organization, corporate finanace, and
business opportunities. Consultant hereby accepts such engagement
and agrees to render such advice throughout the term of this
Agreement.
2. The services to be rendered by Consultant hereunder shall consist of
the following:
A. Giving advice and counsel on legal compliance by the Company
with all securities laws and regulations and communications
laws and regulations applicable to its business, state, and
federal law;
B. Giving advice and counsel on legality of corporate business
transactions, contracts, including drafting and, at the
Company's request, negotiation of contracts;
C. Giving advice and counsel on business strategies, corporate
finance, advice and, at the Company's request, assistance in
negotiation and evaluation of mergers, consolidations and
acquisitions, spin-offs, split-ups and other dispositions and
recapitalizations;
D. Giving advice and counsel in matters relating to protection and
preservation of assets of the Company, including, without
limitation, engaging in litigation in courts in which
Consultant is, or reasonably can be, admitted to practice,
and supervising litigation in places where Consultant is not so
admitted and cannot reasonably gain admission to practice.
Anything contained herein to the contrary notwithstanding,
Consultant shall not render services hereunder in connection with
the offer or sale of securities in a capital-raising transaction, in
keeping with the proscription thereof contained in Section A of the
General Instructions as to the use of Form S-8 promulgated by the
Securities and Exchange Commission
3. The term of this Agreement shall commence upon execution of this
Agreement and shall continue until Consultant has rendered services
equal in value to the dollar amount of compensation payable to
Consultant in paragraph 4 below, determined at the Consultant's
hourly rate of charge for professional services, i.e., $150 per
hour. Consultant shall render monthly a report to he Company the
time expended by Consultant in performance of its obligations
hereunder.
In addition to the fee payable hereunder, Consultant shall, from
time to time during the term of this Agreement, be reimbursed for
costs paid and incurred by Consultant on behalf of the Company for
travel, per diem, lodging, long distance communications, courier
services, photocopying and printing. Reimbursement is to be made on
receipt of invoice by the Company.
4. In consideration of the services to be performed by Consultant, the
Company agrees to pay the sum of $210,000, payable by issuance to
Consultant of 600,000 shares of the Company's $.001 par value Common
Stock, at $.15 per share.
5. The Company represents and warrants to Consultant that:
A. The Company will cooperate fully and timely with Consultant to
enable Consultant to perform its obligations hereunder.
B. The execution and performance of this Agreement by the Company
has been duly authorized by the Board of Directors of the
Company.
C. The performance by the Company of this Agreement will not
violate any applicable court decree, law or regulation, nor
will it violate any provisions of the organizational documents
of the Company or any contractual obligation by which the
Company may be bound.
6. Until such time as the same may become publicly known, the parties
agree that any information provided to either of them by the other
if a confidential nature will not be reveled or disclosed to any
person or entity, except in the performance of this Agreement, and
upon completion of Consultant's services and upon the written
request of the Company, any original documentation provided by the
Company will be returned to it. Consultant will not directly or
indirectly buy or sell the securities of the Company at any time
when it is privy to non-public information. This restriction does
not include those shares issued in exchange for Consultant's
services.
7. All notices hereunder shall be in writing and addressed to the party
at the address herein set forth, or at such other address as to
which notice pursuant to this section may be given, and shall be
given by personal delivery, be certified mail (return receipt
requested), Express Mail or by national or international overnight
courier. Notices will be deemed given upon the earlier of actual
receipt of three (3) business days after being mailed or delivered
to such courier service.
Notices shall be addressed to Consultant at:
Xxxxxxx & Xxxxx, L.L.P.
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
and to the Company at:
Definition, Ltd.
0000 Xxxxx Xxxxxxx Xxxxx
Xxxx Xxxx, Xxxxxxx 00000
8. Consultant consents to the placement of the following legend, or a
legend similar thereto, on the certificates representing the shares
of Common Stock issued hereunder:
These securities have been issued in reliance upon the exemption
from registration afforded by section 4(2) ofthe securities act of
1933, as amended, and may not be transferred without an opinion of
counsel satisfactory to the corporation to the effect that any such
proposed transfer is in accordance with all applicable laws, rules
and regulations.
9. Miscellaneous.
A. In the event of a dispute between the parties, both Consultant
and the Company agree to settle said dispute through the
American Arbitration Association (the "Association") at the
Association's Dallas, Texas, offices in accordance with the
then-current rules of the Association; the award given by the
arbitrators shall be binding and a judgment can be obtained on
any such award in any court of competent jurisdiction. It is
expressly agreed that the arbitrators, as part of their award,
can award attorneys fees to the prevailing party.
B. This Agreement is not assignable in whole or in any part, and
shall be binding upon the parties, their heirs,
representatives, successors or assigns.
C. This Agreement may be executed in multiple counterparts which
shall be deemed an original. It shall not be necessary that
each party execute each counterpart, or that any one
counterpart be executed by more than one party, if each party
executes at least one counterpart.
D. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.
DEFINITION, LTD.
By: _______/S/____________________
Xxxxxxx Xxxxxxx
Chief Executive Officer
Xxxxxxx & Xxxxx, L.L.P.
By: _______/S/____________________
Xxxxxxx & Xxxxx, L.L.P.
Attorneys at Law
