Exhibit 4.3
CONSULTING AGREEMENT
This Agreement made as of the 20th day of August, 2001
BETWEEN:
Advantage Link, Inc
(hereafter, "Consultant")
0000 Xxxx Xxxxxxxxx Xxxxx 000
Xxx Xxxxx, XX 00000
And
XXX-Xxxxxxx-Xxxxxxx.xxx
( hereafter, "Company")
0000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xx 00000
WHEREAS, Consultant is skilled in providing strategic business
planning, and has provided these services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to
provide strategic business planning and mergers and acquisition
advice and services; and
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof
is hereby acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant
hereby accepts this engagement on a non-exclusive basis pursuant
to the terms and conditions of this Consulting Agreement.
2. Consultant shall assist the Company with strategic business
planning. Consultant will also assist the Company in connection
with general business strategy.
3. In order to assist Consultant with his duties, the Company
will provide Consultant with such information, as may be required
by Consultant. Company will make available to Consultant copies
of all material agreements, notice of pending or threatened
litigation and notice of all proposed press releases.
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4. Consultant acknowledges that he/she has not been retained for any
of the following activities and/or purposes:
1. For capital raising or for promotional activities regarding
the Company's securities.
2. To directly or indirectly promote or maintain a market for
the Company's securities.
3. To act as a conduit to distribute S-8 securities to the
general public.
4. To render investor relations services or shareholder
communications services to the Company.
5. To render advise to the Company regarding the arrangement or
effecting of mergers involving the Company that have the effect
of taking a private company public through a reverse merger.
5. In consideration of the services to be provided, Consultant
shall receive a fee equal to one hundred thousand shares of the
Company's common stock.
6. The Company will use its best efforts to register these
shares pursuant to a registration statement on Form S-8.
7. During the term of this Agreement, each party may have
access to trade secrets, know how, formulae, customer and price
lists all of which are valuable, special, proprietary and unique
assets of each. The parties agree that all knowledge and
information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary capacity
for the sole benefit of the other party, its successors and
assigns, and each agrees not to publish or divulge either during
the term of this Agreement or subsequent thereto, knowledge of
any technical or confidential information acquired during their
term of this Agreement. At the termination of this Agreement, or
at any other time either party may request the other party to
deliver to the other, without retaining any copies, notes or
excerpts thereof, all memoranda, diaries, notes, records, plans,
specifications, formulae or other documents relating to, directly
or indirectly, to any confidential information made or compiled
by, or delivered or made available to or otherwise obtained by
the respective parties. However, the foregoing provision shall
not prohibit Consultant from engaging in any work at any time
following his termination of this Agreement which does not
conflict with the terms of this Agreement.
8. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this
Agreement and the transactions provided for herein shall be
deemed to have been given or delivered when deposited in the
United States Mail, registered or certified, and with proper
postage and registration or certification fees prepaid, addressed
at their principal place of business or to such other address as
may be designated by either party in writing.
9. This Agreement shall be governed by and interpreted pursuant
to the laws of the state of California. By entering into this
Agreement, the parties agree to the jurisdiction of the Nevada
courts with the venue in Las Vegas, Nevada. In the event of any
breach of this Agreement, the prevailing party shall be entitled
to recover all costs including reasonable attorney's fees and
those that may be incurred on appeal.
11. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall
be deemed an original, and it shall not be necessary, in making
proof of this Agreement to produce or account for more than one
counterpart.
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IN WITNESS WHEREOF, the parties have executed this agreement as
of the date first written above.
This agreement shall supercede any or all-previous verbal or
written agreements.
The undersigned hereby agrees to and acknowledges as follows:
CONSULTANT: COMPANY:
Advantage Link, Inc. XXX-Xxxxxxx-Xxxxxxx.xxx
By: /s/ Xxxx Taggat By: /s/ Al Tamasebi
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Xxxx Xxxxxxx / President Al Tamasebi / President & CEO
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