EXHIBIT 4.9
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 22nd day of March, 2000, by
and between Oleramma, Inc. ("Issuer") and the undersigned Xx. Xxxxxx Xxx, DDS
("Consultant").
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be
retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services
by issuing Shares of Issuer's common stock, and Consultant desires to be
compensated by the receipt of such Shares.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree that:
1.1 For a period of 360 days after the date of this agreement, Xx. Xxxxxx Xxx,
D.D.S. shall serve as a consultant to Issuer to provide MLM, Network Marketing,
Sales Force expertise as well as inside understanding of the Dentistry
Profession and Radio and TV Broadcast appearances from time to time, and to
provide services within guidelines to be established by Issuer from time to
time (the "Consulting Services"); and
1.2 Issuer agrees to issue to Consultant and Consultant agrees to accept from
Issuer, as compensation for the Consulting Services, that number of Shares of
Issuer's common stock which is set forth on the Signature page of this
Agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to register the
issuance of the Shares to Consultant by filing a Form S-8 registration
statement (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
Promptly after the Registration Statement becomes effective, Issuer shall issue
a stock certificate representing the Shares to Consultant and shall deliver the
stock certificate at the address specified by Consultant in the delivery
instructions on the signature page of this agreement.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:
3.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and subsisting
under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this agreement
and (subject to its execution by Consultant) it constitutes a valid and binding
agreement of Issuer enforceable in accordance with its terms against Issuer,
except as such enforceability may be limited by principles of public policy,
and subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other than common
stock as of the date of this agreement. Issuer is authorized to issue
20,000,000 Shares of Common Stock, of which 6,767,200 Shares are issued
and outstanding. All of Issuer's outstanding Shares of Common Stock have
been duly and validly issued and are fully paid, non-assessable and not
subject to any preemptive or similar rights; and the Shares have been duly
authorized and, when issued and delivered to Consultant as payment for
services rendered as provided by this agreement, will be validly issued,
fully paid and non-assessable, and the issuance of such Shares will not be
subject to any preemptive or similar rights.
4. MISCELLANEOUS.
4.1 Assignment. This Agreement is not Transferable or Assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall be entitled
to rely on delivery by facsimile transmission of an executed copy of this
agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 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.
4.4 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.
4.5 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.
4.6 Waiver and Amendment. Except as otherwise provided herein, the provisions
of this agreement may be waived, altered, amended or repealed, in whole or in
part, only upon the mutual written agreement of Consultant and Issuer.
4.7 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.
4.8 Governing Law. This agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada without reference to
its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
"ISSUER"
OLERAMMA, INC.
/s/ Xxxxxxx Xxxxxxxx
------------------------
Xxxxxxx Xxxxxxxx
President
"CONSULTANT"
Xx. Xxxxxx Xxx D.D.S.
/s/ Xxxxxx Xxx DDS
----------------------
Signature
Xx. Xxxxxx Xxx D.D.S.
0000 0xx Xxxxxx X.X.
Xxxxxxxx, XX 00000
000 000 0000
Number of Shares to be issued to Xx. Xxxxxx Xxx, D.D.S. pursuant to this
agreement 120,000 Shares, 30,000 Shares to be issued immediately and 10,000
Shares per month for a total of 9 months, beginning on May 1, 2000.
