Exhibit 4.1 Advisory and Consulting Agreement
Number of Shares and Options
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4.1(a) 4,500,000
4.1(b) 250,000
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Exhibit 4.1(a)
CONSULTING AGREEMENT
CONSULTING AGREEMENT
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This Consulting Agreement ("Agreement") is to be effective as of the 11th day of
March, 2002, by and between Aquatic Cellulose International Corporation,
("Company"), with offices located at 0000 00xx Xxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxx Xxxxxxxx, XXX0X0, and Xxxxx X. Xxxxx ("Consultant"), an individual,
having his principal address at 000 Xxxxxx Xxxxxx, Xxxxx X, Xxxxxxxx, XX 00000.
For the purposes of this Agreement, either of the above shall be referred to as
a "Party" and collectively as the "Parties".
The Parties hereby agree as follows:
1. APPOINTMENT OF XXXXX X. XXXXX. Company hereby appoints Consultant and
Consultant hereby agrees to render services to Company as a Marketing and
Sales Representative.
2. SERVICES. During the term of this Agreement, Consultant shall provide
advice to undertake for and consult with the Company concerning management
of sales and marketing resources, consulting, strategic planning, corporate
organization and structure, financial matters in connection with the
operation of the businesses of the Company, expansion of services,
acquisitions and business opportunities, and shall review and advise the
Company regarding its and his overall progress, needs, and condition.
Consultant agrees to provide on a timely basis the following enumerated
services plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products, and services;
(b) The implementation of a marketing program to enable the Company
to broaden the markets for its services and promote the image of
the Company and its products and services;
(c) Advise the Company relative to the recruitment and employment of
key executives consistent with the expansion of operations of the
Company.
(d) The identification, evaluation, structuring, negotiating, and
closing of joint ventures, strategic alliances, business
acquisitions, and advise with regard to the ongoing managing and
operating of such acquisitions upon consummation thereof; and
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(e) Advise and recommendations regarding corporate financing
including the structures, terms, and content of bank loans,
institutional loans, private debt funding, mezzanine financing,
blind pool financing, and other preferred and common stock equity
private or public financing.
(f) Nothing in this Agreement shall be in any way demand, entice or
require Consultant to circumvent or violate the provisions of
Form S-8 of the Securities Act of 1933, as amended, including,
but not limited to, providing any service that is in connection
with the offer or sale of securities in a capital-raising
transaction or to directly or indirectly promote or maintain a
market for the Corporation's securities.
TERM. The term ("Term") of this Consulting Agreement shall be for a period
of twelve (12) months commencing on the date hereof. The contract will
automatically be extended for an additional four (4) months. Either party
hereto shall have the right to terminate this Agreement upon thirty (30)
days prior written notice to the other party after the first twelve (12)
months.
3. COMPENSATION. See Attachment "A".
4. CONFIDENTIALITY. Consultant will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the Term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by Company which is acquired by Consultant in the course of
performing services hereunder. Any financial advice rendered by Consultant
pursuant to this Consulting Agreement may not be disclosed in any manner
without the prior written approval of Company.
5. INDEMNIFCATION. Company, its agents or assigns hereby agree to indemnify
and hold Consultant harmless from and against all losses, claims, damages,
liabilities, costs or expenses (including reasonable attorney's fees,
collectively the "Liabilities"), joint and several, arising from the
performance of this Consulting Agreement, whether or not Consultant is
party to such dispute. This indemnity shall not apply, however, and
Consultant shall indemnify and hold Company, its affiliates, control
persons, officers, employees and agents harmless from and against all
liabilities, where a court of competent jurisdiction has made a final
determination that Consultant engaged in gross recklessness and willful
misconduct in the performance of its services hereunder.
6. INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledge that
Consultant is an independent contractor. Consultant shall not hold itself
out as, nor shall it take any action from which others might infer that it
is an agent of or a joint venture of Company.
7. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the Parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and
agreements between the Parties. This Consulting Agreement
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is non-exclusive and cannot be modified or changed, nor can any of its
provisions be waived, except by written agreement signed by all Parties.
This Consulting Agreement shall be governed by the laws of the State of
California without reference to the conflict of law principles thereof. In
the event of any dispute as to the Terms of this Consulting Agreement, the
prevailing Party in any litigation shall be entitled to reasonable
attorney's fees.
8. NOTICES. Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be deemed effectively
given upon personal delivery or seven business days after deposit in the
United States Postal Service, by (a) advance copy by fax, (b) mailing by
express courier or registered or certified mail with postage and fees
prepaid, addressed to each of the other Parties thereunto entitled at the
following addresses, or at such other addresses as a Party may designate by
ten days advance written notice to each of the other Parties at the
addresses above and to the attention of the persons that have signed below.
Please confirm that the foregoing sets forth our understanding by signing the
enclosed copy of this Consulting Agreement where provided and returning it to me
at your earliest convenience.
All Parties signing below do so with full authority:
PARTY RECEIVING SERVICES: PARTY PROVIDING SERVICES:
AQUATIC CELLULOSE INTERNATIONAL CORPORATION XXXXX X.XXXXX,AN INDIVIDUAL
/s/ Xxxx Xxxxxx /s/ Xxxxx X. Xxxxx
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Xxxx Xxxxxx, President & CEO Xxxxx X. Xxxxx, an individual
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ATTACHMENT "A"
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PAYMENT FOR SERVICES:
A. For the services rendered and performed by Xxxxx X. Xxxxx during the term
of this Agreement, Company shall, upon acceptance of this Agreement: Pay to
Xxxxx X. Xxxxx four million and five hundred thousand (4,500,000)
free-trading shares of AQCI stock for twelve (12) months of service.
Accepted with full authority:
Aquatic Cellulose International Corporation
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, President & CEO
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Exhibit 4.1(b)
CONSULTING AGREEMENT
AGREEMENT, effective as of the 8th day of July, 2002, between Aquatic
Cellulose International Corporation, a Nevada Corporation (the "Company"), of
0000 00xx Xxxxxx, Xxxxxx XX, VIT 5N6, and Xxxx Xxxxxxxxx (the "Consultant"), of
00000 Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000.
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
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The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
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The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on October 7, 2002, unless earlier terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.
3. SERVICES.
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During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning legal and financial
matters and shall review and advise the Company regarding its overall progress,
needs and condition. Consultant agrees to provide on a timely basis the
following enumerated services plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets, resources, products
and services; and
(b) Advise the Company relative to its legal needs relating
specifically to its corporate transactional needs.
4. DUTIES OF THE COMPANY.
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The Company shall provide Consultant, on a regular and timely basis, with
all approved data and information about it, its subsidiaries, its management,
its products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
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accuracy of any data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services.
5. COMPENSATION.
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The Company will immediately grant Consultant the option to purchase
250,000 shares of the Company's Common Stock with an exercise price at $.04 per
share, which option shall expire on October 7, 2002 at 5:00 P.M. P.S.T.
Consultant in providing the foregoing services, shall not be responsible for any
out-of-pocket costs, including, without limitation, travel, lodging, telephone,
postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
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The Company shall be deemed to have been made a continuing representation
of the accuracy of any and all facts, material information and data which it
supplies to Consultant and acknowledges its awareness that Consultant will rely
on such continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the absence of
notice in writing from the Company, will rely on the continuing accuracy of
material, information and data supplied by the Company. Consultant represents
that he has knowledge of and is experienced in providing the aforementioned
services.
7. MISCELLANEOUS.
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Termination: This Agreement may be terminated by either Party upon
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written notice to the other Party for any reason which shall be effective five
(5) business days from the date of such notice. This Agreement shall be
terminated immediately upon written notice for material breach of this
Agreement.
Modification: This Consulting Agreement sets forth the entire
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understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder shall
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be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to such
other address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
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Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
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discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is invalid,
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illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
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Disagreements: Any dispute or other disagreement arising from or out of
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this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in Los Angeles County, CA. The interpretation and the enforcement of this
Agreement shall be governed by California Law as applied to residents of the
State of California relating to contracts executed in and to be performed solely
within the State of California. In the event any dispute is arbitrated, the
prevailing Party (as determined by the arbiter(s)) shall be entitled to recover
that Party's reasonable attorney's fees incurred (as determined by the
arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
Aquatic Cellulose International Consultant
/s/ Xxxx Xxxxxx /s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxx Xxxx Xxxxxxxxx
Chief Executive Officer
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