EXHIBIT 4.1
B. Xxxxxxx Xxxxxx
00 XXXX XX
XXXXX XXXXX, X.X. 00000
(000) 000-0000
October 31, 1996
Xxxxxxx X. Xxxxxx
President
Proformix, Inc.
00 Xxxxxxx Xxxx
Xxxxxxxxxx, XX
Re: Consulting Agreement
Dear Xxxxxxx:
This letter agreement will establish the terms of our working relationship
which, generally, is a consultancy. We will act as business consultant to
Proformix for the immediate purpose of providing advise and other assistance in
the company's general strategic planning, evaluating advisory relationships
with interested investment banking firms and the management of creditor
relations. We will be compensated with 350,000 shares of the company's stock as
set forth below. Proformix will reimburse us for expenses incurred directly in
connection with this collaboration. The near term goals of this consultancy are
to position the company for its next growth phase, to husband a sound advisory
relationship between Proformix and an established and recognized investment bank
and to communicate with the company's existing creditor group for the purpose of
maintaining their cooperation during the company's growth period. The long term
goal of this consultancy is to prepare the company's operations, governance
mechanism and capital structure for the transition to a publicly owned and
traded company.
Please make your signature below to indicate your agreement with the
foregoing and arrange for the issuance of the shares as specified. Upon
execution this agreement shall govern the entire consultant relationship with
the company and shall supercede all prior agreements regarding such matters. The
company may terminate this consultancy by providing notice of such termination
10 days prior thereto. However, to the extent any of the referenced shares are
not at that time delivered, termination shall not have the effect of
extinguishing the company's obligation to deliver such shares. We look forward
to working with you.
Very truly yours,
/s/ B. Xxxxxxx Xxxxxx
------------------------------
B. Xxxxxxx Xxxxxx
Acknowledged, Accepted and Agreed to, this 31st day
of October, 1996, in witnesseth whereof I affix my signature below.
/s/ Xxxxxxx X. Xxxxxx
---------------------------
Xxxxxxx X. Xxxxxx
President, Proformix, Inc.
[LETTERHEAD OF PROFORMIX SYSTEMS, INC.]
May 15, 1998
B. Xxxxxxx Xxxxxx
00 Xxxx Xxxx
Xxxxx Xxxxx, XX 00000
Re: Consulting Agreement dd. October 31, 1996
Dear Xxxxxxx:
This will confirm our verbal agreement as follows;
In consideration of your services under the above consulting agreement you will
receive an additional 15,000 (fifteen thousand) shares of the common stock of
Performix Systems, Inc. Such award shall constitute remuneration in full under
our agreement. This action has been duly authorized by the board of directors of
Proformix Systems, Inc.
Please acknowledge this agreement by signing below and returning a copy to us.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
Chairman
Acknowledged and Accepted
/s/ B. Xxxxxxx Xxxxxx
----------------------------
B. Xxxxxxx Xxxxxx
