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EXHIBIT 4.1
CONSULTING AGREEMENT
AGREEMENT effective as of the 19th day of March 1995, by and between American
Health Choice, Inc. a New York corporation, with its principal executive
offices located at 0000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000,
hereinafter referred to as the "Company" and D & L Consultants Ltd. a New York
corporation with its principal offices located at 000 Xxxx Xxxxxx Xxxxx, Xxx
Xxxx, X.X. 00000, hereinafter referred to as the "Consultant".
W I T N E S S E T H:
WHEREAS, Consultant is being engaged to provide the Company with Consultation
and advisory services related to business management, marketing and
reorganization.
WHEREAS, in order to ensure the delivery by Consultant to the Company of
ongoing Consulting and advisory services, Consultant and the Company wish to
enter into this Agreement.
NOW, THEREFORE, in consideration of mutual promises contained herein, the
parties hereto hereby agree as follows:
1. TERM. Consultant hereby agrees to act as consultant on behalf of the
Company for a twelve (12) month term commencing on the date hereof ("Effective
Date") and terminating on the twelfth (12th) month anniversary of the Effective
Date, and as such will provide the consulting services described herein.
2. CONSULTING SERVICES. Consultant shall provide business management,
marketing consultation and advisory services to the Company. Such services
shall include (a) the preparation, implementation and monitoring of business
and marketing plans, (b) advice concerning planning and internal controls and
(c) such other managerial assistance as Consultant shall deem necessary or
appropriate for the Company's business.
3. COMPENSATION. In consideration for Consultant entering into this
Agreement, Consultant will receive 200,000 freely tradable shares of the
Company's common stock registered under an S-8 registration, (the "shares")
upon the payment of the par value of $.001 per share. The Consultant
acknowledges that (a) he is a sophisticated investor having substantial
knowledge and experience in purchasing and selling securities (both in private
and public offerings); and (b) the Shares are registered under the Securities
Act of 1933 (the "Act") and as a result maybe sold at any time in compliance
with said Act.
4. CONFLICTS. Consultant shall be an independent contractor and shall
have no right or authority to assume or create any obligation or
responsibility, express or implied, on behalf of or in the name of the Company,
unless specifically authorized in writing by the Company. No provision of
this Agreement shall be construed to preclude Consultant, or any agent,
associate, affiliate or employee of Consultant from engaging in any activity
whatsoever, with any person or entity, participating in any corporation,
partnership, trust or other business entity or from receiving compensation or
profit therefor.
5. STANDARD OF CARE. Consultant (including any person or entity acting
for or on behalf of Consultant) shall not be liable for any mistakes of fact,
errors of judgment, for losses sustained by the Company for any acts or
omissions of any kind, unless caused by gross negligence of intentional
misconduct of Consultant or any person or entity acting for or on behalf of
Consultant.
6. ENTIRE AGREEMENT; WAIVERS. This Agreement supersedes any and all
agreements, arrangements and understandings relating to the matters provided for
herein, entered into or reached
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prior to the date hereof. No amendment, waiver or discharge of any provisions
hereof shall be effective unless in writing signed by the parties hereto. This
Agreement shall inure to the successors and assigns of the parties hereto. This
Agreement may not be assigned by any party hereto without the prior written
consent of the other party hereto.
7. HEADINGS. The headings in this Agreement are for purposes of reference
only and shall not be considered in construing this Agreement.
8. GOVERNING LAW. This Agreement shall be governed and interpreted in
accordance with the laws of the State of New York, without regard to conflict
of laws principles thereof or the actual domiciles of the parties hereto.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
executed and delivered in its name and on its behalf, all effective as of the
date first written above.
AMERICAN HEALTH CHOICE, INC. D & L CONSULTANTS, LTD.
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
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