EXHIBIT 10.1
Consulting and Legal Services Agreement
CONSULTING AND LEGAL SERVICES AGREEMENT
This Agreement is made as of the 19th day of December, 1996, by and between
Xxxxxx & Xxxxxx, Attorneys at Law, a Texas general partnership consisting of
X. X. Xxxxxx, Jr. and Xxxx Xxxxxx ("Consultant"), and Definition, Ltd., a
Nevada corporation (the "Company").
WHEREAS, Consultant possesses experience in the field of international
and domestic financing, domestic and international taxation, secondary
securities trading, 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 advice 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 finance, business
opportunities and taxation. 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, federal and
foreign;
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, secondary trading in the Company's securities, 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 on matters of income taxation, domestic
and international, and matters relating to import and export
laws and regulations; and
E. 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., $200 per hour for X. X. Xxxxxx, Jr.'s time,
$150 per hour for Xxxx Xxxxxx'x time. Consultant shall render monthly a
report to the 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 $40,000, payable by issuance to Consultant
of 100,000 shares of the Company's $.001 par value Common Stock, at $.40 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 of a
confidential nature will not be revealed 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.
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, by 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:
Xxxxxx & Xxxxxx, Attorneys at Law
0000 Xxxxx XxxXxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx 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) of the 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/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Chief Executive Officer
XXXXXX & XXXXXX
(a Texas general partnership)
By: /s/ X.X. Xxxxxx, Jr.
X. X. Xxxxxx, Jr.
Partner
