Exhibit 4.1
I. CONSULTING AGREEMENT
The following terms and conditions constitute the entire Consulting Agreement
(this "Agreement") between VYTA CORP ("Company") and the Xxxxx Xxxxxxx
("Consultant").
II. TERMS AND CONDITIONS
1. Purpose of Engagement, Scope, and Limitation of Authority
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a) The Consultant agrees to provide consulting and any
other mutually agreed upon duty to the Company, as set forth
in the terms of this Agreement, including without
limitation, those services set forth in Appendix A, which is
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incorporated herein by reference. The Consultant agrees to
effectively and diligently perform services hereunder in
accordance with sound professional standards and practices
and to comply with all applicable laws. The Consultant, to
the extent consistent with the performance of obligations
hereunder, shall be free to undertake activities pursuant
hereto when, where and how the Consultant shall determine.
b) During the term of this Agreement, Consultant shall
provide a reasonably detailed monthly oral report of its
services for and on behalf of the Company.
c) The Consultant shall have not authority to bind the
Company in any manner whatsoever.
2. Confidential and Proprietary Information
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a) The Consultant agrees that all correspondence,
documents, drawings and other materials relating to the
business of the Company, whether or not prepared by the
Consultant, and all Company equipment, supplies and other
property in the possession of the Consultant at any time,
shall be used exclusively for the purpose of the engagement
hereunder and shall remain the sole property of the Company.
b) The Consultant agrees not to disclose or authorize
other to disclose to any unauthorized person, at any time,
and whether during or following the engagement hereunder,
any information, whether or not believed to be of a
confidential nature, concerning any aspect of the Company or
its business, customers, suppliers, independent contractors,
financial conditions, operating procedure, know-how, or work
and organizational methods, or any similar information
concerning the business of the Company's members,
affiliates, customers, or clients.
3. Fees
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a) On or before June 8, 2006, the Company shall issue to
the Consultant 140,000 post-split shares of common stock.
b) On or before June 8, 2006, the Company shall issue to
the Consultant warrants to purchase 500,000 shares of common
stock of the Company at a cash only exercise price equal to
the closing bid price of the stock on that day regardless of
the price of the stock during the next 3 years. All of such
warrants shall be immediately exercisable. The term of the
warrants shall be for three years following their issuance.
The Warrant agreement shall be prepared in form and content
by the Company.
c) The common stock and the common stock underlying the
warrants issued to Consultant pursuant to this Section 3
shall be registered under the Securities Act of 1933, as
amended, using Form S-8 or such other form of registration
the Company reasonably deems appropriate. The Company shall
file such registration statement with the Securities and
Exchange Commission within 30 days following the execution
of this Agreement.
4. Term and Termination
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a) This Agreement is effective as of and the term of this
Agreement is one year from June 1, 2006.
5. Miscellaneous
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a) This Agreement contains the entire agreement and
understanding between the parties and can be amended only by
written agreement of the parties.
b) The Consultant agrees to abide by and observe all local
laws of all countries, states, and localities in which
services are performed hereunder.
c) The Consultant agrees not to either make or promise to
make any payments to or on behalf of any official or other
employee of any foreign government or any political party or
any candidate for a foreign political office for the purpose
of influencing any such person in the making of any decision
or determination in respect of any matter involving the
Company or any of its business.
d) This Agreement shall be governed by the laws of the
State of Maryland, without regard to the choice of law or
conflicts of law provisions thereof.
/s/ Xxxx X. Xxxxxxxxx
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Xxxx Xxxxxxxxx, President
VYTA CORP
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
APPENDIX A
Scope of work to be performed by CONSULTANT for VYTA CORP.
1. CONSULTANT will work with VYTA CORP to identify constituencies of
support within the agriculture, nutrition, and health care policy
communities, including the U.S. House of Representatives, the U.S.
Senate, and federal agencies including (but not limited to) the
Department of Agriculture, the Food & Drug Administration, the
Department of Health and Human Services, and the Department of
Homeland Security. CONSULTANT will promote and market VYTA CORP to
these key audiences in an effort to raise awareness of the company's
products and capabilities among government decision makers.
2. CONSULTANT will establish and coordinate an appropriations
strategy for VYTA CORP. CONSULTANT'S plan will identify and build an
influential network of lawmakers, Congressional staff, and agency
officials who will assist the company in securing financial support
for its products.
3. In addition to appropriations, CONSULTANT will monitor and alert
VYTA CORP of legislation moving through the Congress that could impact
the company. CONSULTANT will work to represent the interests of the
company before Congress and the administrative branch on these
legislative matters.
4. CONSULTANT will utilize its public relations expertise and
services to raise awareness of VYTA CORP among broader audiences
beyond the capital beltway. Utilizing earned media, CONSULTANT will
work closely with the company executives to raise awareness of the
company's products and capabilities to trade press, think tanks and
academia.
5. CONSULTANT will develop a long-term strategy to grow VYTA CORP's
government sector business within federal agencies.
6. Any other legal activity requested by VYTA CORP.
