EXHIBIT 4.5
CONSULTANT AGREEMENT
Consultant Agreement, made as of June 10, 2003 between Consumers Financial
Corp. having its principal place of business located at 000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, XX, 00000 ("CFIN" or the "Corporation"), and Xxxx X. Xxxxxx, a
private corporate consultant, whose principal place of business located at 000
Xxxxxxx Xxxxxx Xxxxxx, XX 00000.
WHEREAS, the Corporation wishes to assure itself of the services of the
Consultant for the period provided in this Agreement, and the Consultant is
willing to provide his services to the Corporation for the period under the
terms and conditions hereinafter provided.
NOW, THEREFORE, WITNESSETH, that for and in consideration of the premises
and of the mutual promises and covenants herein contained, the parties hereto
agree as follows:
5. Engagement
The Corporation agrees to and does hereby engage the Consultant, and
the Consultant agrees to and does hereby accept engagement by the
Corporation in connection with the operation of the business and affairs of
the Corporation, for period commencing on May 21, 2003 and ending on
December 31, 2003. The period during which Consultant shall serve in such
capacity shall be deemed the "Engagement Period" and shall hereinafter be
referred to as such.
6. SERVICES
2.1 The Consultant shall render to the Corporation the services
described below, with respect to which the Consultant shall apply her best
efforts and devote such time as shall be reasonably necessary to perform
his duties hereunder and advance the interests of the Corporation. The
Consultant shall report to the chief executive officer of the Corporation
and to such persons as the chief executive officer shall direct.
2.2 The services to be rendered by the Consultant to the Corporation
shall under no circumstances include the following:
15. Any activities which could be deemed by the Securities and
Exchange Commission (SEC) to constitute investment banking or any
other activities required the Consultant to register as a
broker-dealer under the Securities Exchange Act of 1934.
16. Any activities which could be deemed by the SEC to be in
connection with the offer or sale of securities in a
capital-raising transaction.
17. Any activities which do not directly or indirectly promote or
maintain a market for CFIN's securities
3.3- The services to be rendered by the Consultant to the Corporation shall
consist of the following:
3.4- CORPORATE PLANNING
18. Develop an in-depth familiarization with the Corporation's
business objectives and bring to its attention potential or
actual opportunities which meet those objectives or logical
extensions thereof.
19. Alert the Corporation to new or emerging high potential forms of
production and distribution which could either be acquired or
developed internally.
20. Comment on the Corporation's corporate development including such
factors as position in competitive environment, financial
performances vs. competition, strategies, operational viability,
etc.
21. Identify prospective suitable merger or acquisition partners for
the Corporation, perform appropriate diligence investigations
with respect thereto, advise the Corporation with respect to the
desirability of pursuing such prospects, and assist the
Corporation in any negotiations which may ensue therefrom.
2.5 BUSINESS STRATEGIES
1. Evaluate business strategies and recommend changes where
appropriate.
2. Critically evaluate the Corporation's performance in view
of its corporate planning and business objectives.
3. COMPENSATION
For the services and duties to be rendered and performed by the Consultant
during the Engagement Period and in consideration of the Consultant's having
entered into his agreement, Consumers Financial Corp. (CFIN) agrees to issue to
the Consultant 17,000 shares of CFIN Common Stock (the "Consulting Stock")
pursuant to an S-8 registration statement. The consulting stock shall represent
shares based on CFIN's current capitalization prior to the occurrence of an
anticipated reverse stock split, and will be issued prior to the engagement.
2. SECRETS
Consultant agrees that any trade secrets or any other like information of value
relating to the business of the Corporation or any of its affiliates has an
ownership interest of more than twenty-five percent (25%), including but not
limited to, information relating to inventions, disclosures, processes, systems,
methods, formulae, patents, patent application, machinery, materials, research
activities and plans, costs of production, contract forms, prices volume of
sales, promotional methods, list of names or classes of customers, which he has
heretofore acquired during his engagement by the Corporation or any of its
affiliates or which he may hereafter acquire during the Engagement Period as the
result of any disclosures to him, or in any other way, shall be regarded as held
by the Consultant in a fiduciary capacity solely for the benefit of the
Corporation, its successors or assigns, and shall not at any time, either during
the term of this Agreement or thereafter, be disclosed, divulged, furnished, or
made accessible by the Consultant to anyone, or be otherwise used by his except
in the regular course of business of the Corporation or its affiliates.
5. Assignment
This Agreement may be assigned by the Corporation as part of the sale of
substantially all of its business, provided, however, that the purchaser shall
expressly assume all obligations of the Corporation under this Agreement.
Further, this Agreement may be assigned by the Corporation to an affiliate,
provided that any such affiliate shall expressly assume all obligation of the
Corporation under this Agreement, and provided further that the Corporation
shall then fully guarantee the performance of the Agreement by such affiliate.
Consultant agrees that if this Agreement is so assigned, all the terms and
conditions of this Agreement shall be between assignee and himself with the same
force and effect as if said Agreement had been made with such assignee in the
first instance. This Agreement shall not be assigned by the Consultant without
the express written consent of the Corporation.
6. SURVIVAL OF CERTAIN AGREEMENTS
The covenants and agreements set forth in Article 4 and Article 5 shall
survive the expiration of the Engagement Period and shall all survive
termination of this Agreement and remain in full force and effect regardless of
the cause of such termination.
7. NOTICES
7.1 All notices permitted to be given hereunder shall be delivered by hand,
telecopier, or recognized courier service to the party to whom such notice is
required or permitted to be given hereunder. Any notices delivered to the
address designated for such delivery by such party, notwithstanding the refusal
of such party or other person to accept such delivery.
7.2 Any notice to the Corporation or to any assignee of the Corporation
shall be addressed as follows: 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
7.3 Any notice to Consultant shall be addressed as follows: 0000 Xx.
Xxxxxxx Xxxx., Xxxxx 000, Xxxxxx Xxxxxxx, Xxxxxxx 00000.
7.4 Either party may change the address to which notice is to be addressed,
by notice as provided herein.
8. APPLICABLE LAW
This Agreement shall be interpreted and enforced in accordance with the
laws of New York.
9. INTERPRETATION
Whenever possible, each Article of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity, and the
remainder of such Article and the balance of this Agreement shall in such event
continue to be binding and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed the above Agreement as
of the day and year first above written:
Notwithstanding anything contained herein to the contrary, (i) this Agreement
shall not be effective until June 16, 2003 and (ii) the services of the
Consultant shall not commence until the S-8 registration statement covering the
Consulting Stock shall have been filed with the SEC.
Consumers Financial Corporation
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
