Exhibit 4A
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated June 20, 2003 between XXXXXX XXXXX, of X.X. Xxx X000,
Xx. Xxxx'x, Xxxxxxx, Xxxx Xxxxxx (the "Consultant") and NAPOLI ENTERPRISES, INC.
a corporation duly organized and operating under the laws of the state of
Colorado whose business address is Suite 566 - 1027 Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 ("Napoli").
WHEREAS, Napoli intends to be engaged in the business of wine production and
distribution (the "Business");
AND WHEREAS Napoli wishes to retain the Consultant as an independent contractor,
and the Consultant wishes to be retained in such capacity and to perform certain
services for Napoli to promote the interests of the Business.
NOW THEREFORE, in consideration of the mutual convenants and premises contained
herein and other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
A. CONSULTING
1. Napoli hereby retains the Consultant and Consultant hereby accepts such
engagement, for the term and under the conditions and requirements specified
herein, with such duties and responsibilities as may reasonably be assigned to
pursuant to this Agreement, including research, development, implementation and
management of all "new business" opportunities of Napoli. The Consultant's
compensation shall be that specified below.
2. Consultant's principal duties shall include developing and providing new
business opportunities in the international wine distribution arena with a view
to increasing Napoli's distribution channels. However, the Consultant shall have
no authority to accept, reject or modify any contract entered into by Napoli's
officers or directors, without the express written consent of Napoli.
3. Consultant shall receive compensation, as a recognized executive in the
industry, of One Million and Five Hundred Thousand (1,500,000) fully paid and
non-assessable freetrading shares of common securities of Napoli for the various
services the Consultant performs as required by senior management of Napoli (the
"Compensation"). The Consultant shall xxxx Xxxxxx for all ordinary, reasonable
and necessary business expenses and Napoli shall pay such amounts, if any, in a
timely manner. Compensation shall become due and payable immediately upon
execution of this Agreement.
4. The Consultant shall devote the Consultant's best efforts, all the times and
places reasonably deemed appropriate to the duties hereunder. However, it is
expressly agreed that the Consultant may serve as a consultant, manager,
investor, or employee to other persons, without limitation.
5. The principal place of business of the Consultant shall be at such places as
the Consultant, in Consultant's reasonable discretion, may choose from time to
time. The Consultant shall provide not less than 20 days advance notice of any
change in the principal place of business.
B. STATUS OF CONSULTANT
1. The Consultant shall be treated in all respects as an independent contractor
and Napoli shall not withhold any taxes on account of services rendered to it by
the Consultant. The Consultant represents that the Consultant regularly holds
itself out as a consultant to others, maintains its own office, has business
cards other than for services provided to Napoli, and assumes all risk of the
Consultant's classification as an independent contractor and not an employee.
C. TERM OF RETAINER
1. The term for which the Consultant shall be retained hereunder shall commence
on the date hereof and shall terminate upon the earlier of (i) the cessation of
the Business of Napoli; (ii) the death or substantial disability of the
Consultant; or (iii) the last day of the sixth month following the date of this
Agreement. However, notwithstanding anything herein to the contrary, this
Agreement shall terminate on June 19, 2004.
D. EXTENSION, TERMINATION AND ARBITRATION
1. If the Consultant shall be terminated by Napoli, the Consultant shall be
entitled to any amounts due and owing as compensation under their Agreement to
the extent earned, as defined herein, on a pro-rata basis beyond the period
covered by the initial issuance of shares, plus reimbursement for ordinary,
reasonable and necessary expenses incurred prior to termination.
2. If the Consultant's engagement by Napoli is terminated for any reason, the
Consultant agrees to protect the value of Napoli's Confidential Information and
Inventions and will prevent their misappropriation or disclosure. The Consultant
agrees not to disclose any Confidential Information or Inventions for the
Consultant's benefit or the benefit of any third party, or to the detriment of
Napoli or its clients.
3. Any disputes arising between the Consultant and Napoli shall be settled by
Arbitration in the State and under the Laws of Colorado.
E. DISABILITY OR DEATH
1. The Consultant shall be deemed substantially disabled if (i) the Consultant
and Napoli agree that the Consultant is substantially disabled; (ii) for a
period of thirty (30) consecutive days, the Consultant is unable, as a result of
any physical, mental or emotional illness, ailment, or accident effectively
discharge the Consultant's duties
hereunder. If the Consultant shall be substantially disabled as defined herein,
Napoli may then immediately upon notice to the Consultant terminate this
Agreement and Napoli's obligation to pay the Consultant the Compensation will
likewise terminate.
F. EXPENSES
1. Napoli shall be responsible for any and all ordinary, reasonable and
necessary expenses which the Consultant incurs in performing the duties assigned
hereunder. The Consultant shall be responsible to provide reasonable
corroboration to Napoli of any such expenses.
H. MISCELLANEOUS
1. This Agreement constitutes the entire agreement between the parties hereto,
supercedes all existing agreements between them, and cannot be changed or
terminated except by a written agreement, signed by all parties and may not be
assigned by either party.
2. This Agreement shall be construed in accordance with the substantive law of
Colorado.
EXECUTED FOR AN ON BEHALF of the parties on the date first written above.
NAPOLI ENTERPRISES, INC.,
CONSULTANT
/s/ Xxxxxx Xxxxx /s/ Xxxx Sonic,
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Name: Xxxxxx Xxxxx Name: Xxxx Sonic, President
