EXHIBIT 4.1
CONSULTING AGREEMENT
BETWEEN
JAB INTERNATIONAL AND XXXXXX XXXXXXXX
This agreement made and entered into the 7th day of July, 1999 by and
between J.A.B. International Inc. having an office at 0000 Xxxxxxx Xxxxx, Xxxxxx
Xxxx, XX 00000 (hereinafter "J.A.B.) and Xxxxxx Xxxxxxxx (hereinafter
"Consultant") independent Contractor, having an office at 0000 Xxxxxx Xxxxx,
Xxxxx xxxxxx, Xxxxxxxx 00000.
WITNESSETH
WHEREAS, J.A.B. Desires to have consultants render fully integrated
corporate and investment banking advice to it and,
WHEREAS, Consultants represent themselves as qualified to perform the
desired services required by J.A.B.
NOW THEREFORE, in consideration of the above stated premises and the
promises herein contained, the parties hereto agree as follows:
1. SERVICING: J.A.B. hereby retains Consultants to provide fully
integrated corporate and investment banking advice to J.A.B. and to
work with Management for the creation of value to the company by
structuring mergers and acquisitions for the period of one year, unless
otherwise terminated as hereinafter set forth:
a. Scope of Consultant's Work:
i) Development of a Corporate Strategy
ii) Review of a presentable Business Plan which details
the business opportunity;
iii) Involvement in securing Joint Venture Partners or
Acquisition as the Corporate Strategy dictates;
iv) Review and approval of annual and quarterly reports,
corporate fact sheets and profiles with the intention
of getting J.A.B. to know its shareholders, brokers,
analysts and fund managers as well as institutional
and individual investors.
b. Work Assignment
i) Verbal and written tasks to be coordinated through
Xxxxxxxxx Xxxxxx, CEO, with periodic plans submitted
as well as ongoing progress reports.
2. TERM OF ENGAGEMENT: Either party hereto may terminate this agreement at
any time after the date hereof, with or without cause, upon fifteen- (15) days
written notice to the other party (the "Term)
3. ENGAGEMENT FEE; Upon the execution of this Agreement, the Company shall
pay to the Consultant a fee (an "Engagement Fee") of 150,000 shares of the
Company's common stock (the "Shares"), which amount shall not be refundable.
Furthermore the Company will issue the Consultant options as dollars (a)100,000
shares exercisable at $1.00, (b) 100,000 shares at $1.50, (c) 100.000 shares at
$2.00.
4. REGISTRATION RIGHTS: The Company hereby covenants and agrees to
immediately file, from the date hereof, a registration on FormS-8 with the
Securities and Exchange Commission with respect to the Shares, including a
reoffer prospectus, to the extent required.
5. TRANSACTION FEE; In the event that the Company consummates a
Transaction with any party introduced to the Company by the Consultant, the
Company shall pay to the Consultant a fee (the "Transaction Fee") equal to 10%
of the contract in common stock. These shares will be registered on forms S-8
within fourteen (14) days of the consummated transaction.
6. FURTHER ASSURANCES: In connection with the issuance of the Shares of
common stock of the Company to the Consultant pursuant to this Agreement or the
issuance of shares of common stock of the Company to the Consultant as a
Transaction Fee, the consultant covenants and agrees that he shall execute and
deliver, or cause to be executed and delivered, any and all such further
agreements, instruments, certificates and other documents, including the
Subscription Agreement, a copy of which is annexed hereto as Annex A, and shall
take or cause to be taken any And all such further action, as the Company may
reasonably deem necessary or desirable in order to carry out the intent and
purpose of the Agreement.
7. INDEMNIFICATION: Each party agrees to indemnify and hold the other
harmless from any loss, damage, liability or expense, including reasonable
attorney fee's and other legal expenses, to which the other party may become
subject arising out of or relating to any act or omission by the indemnifying
party), which is or is alleged to be a violation of any applicable statues, laws
or regulations or arising from the negligence of willful misconduct of the
indemnifying party.
8. COOPERATION: Confidentially, during the term of this Agreement, the
Company shall furnish the Consultant with all information, data or documents
concerning the Company that the Consultant shall reasonably deem appropriate in
connection with his activities hereunder, other than material non-public
information.
9. NOTICE: All notice, request, demands and other communications under
this Agreement shall be in writing, and shall be deemed to have been duly given
(a). on the date of service, if served personally on the party to whom notice is
to be given, (b) on the day after the date sent by a recognized overnight
courier service with all charges prepaid of billed to the account for the
sender,(c) five (5) days after being deposited in the mail if sent by
first-class airmail, registered or certified, postage prepaid, or (d) on the day
after the date set forth on the transmission to the party being notified at its
address or facsimile number set forth below or such other address or facsimile
numbers as any party hereto shall subsequently notify all other parties hereto
in writing:
(i) If the Consultant:
Xxx Xxxxxxxx
0000 Xxxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000
(ii) If to the Company:
JAB International Inc.
0000 Xxxxxxx Xxxxx
Xxxxxx Xxxx, Xxxxxxx 00000
with a copy to;
Grocock & Xxxxxxxx
000 X. Xxxxxxxxx Xxxxxx
Xxxxxxx, Xx 00000
Attention: Xxxx X. Xxxxxx Paralegal
10. NON-ASSIGNMENT BINDING EFFECT: Neither this Agreement, nor any of the
rights or obligations of the parties shall be assignable by either party hereto
without the prior written consent of the other party. Otherwise, this Agreement
shall be binding upon and shall insure to the benefit of the parties hereto and
their respective heirs, executors administrators, personal representatives,
successors, and permitted assignees.
11. CHOICE OF LAW; This Agreement shall be governed and enforced in
accordance with the laws of the State of Florida, without regard to its conflict
of law principals.
Agreed to this 7th day of July, 1999 by and between the undersigned.
JAB International.
By: /s/ XXXXXXXXX XXXXXX By: /s/ XXX XXXXXXXX, INDIVIDUAL
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Xxxxxxxxx Xxxxxx, CEO Xxx Xxxxxxxx, Individual
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Witness Witness
