Exhibit 4.3 -- Consulting Service Contract
AGREEMENT
This Consulting Agreement (the "Agreement") made as of March 5, 2002 by and
between Xxxxxx Media, Inc. ("Company"), 00 Xxxx 00xx Xxxxxx, Xxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 and Xxxxxx X. Xxxxxx ("Skagen") 0000 X. Xxxxxx,
Xxxxx 000, Xxx Xxxxx, XX 00000. The Parties hereto, for ten (10) dollars
and other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, hereby agree as follows:
WITNESSETH
WHEREAS, the Company requires and will continue to require business
services relating to management, strategic planning and marketing for the
Company; and
WHEREAS, Skagen shall provide Company with public relations services,
consulting and advisory services for corporate strategic planning and is
desirous of performing such services for the Company; and
WHEREAS, the Company wishes to induce Skagen 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
The Company hereby engages Skagen and Skagen agrees to render various
business services to the Company upon the terms and conditions hereinafter
set forth.
2. TERMS
The term of this Agreement began as of the date of this Agreement, and
shall terminate on April 30, 2002 unless earlier terminated in accordance
with paragraph 7 herein or as extended by the parties from time to time.
3. SERVICES
During the term of this Agreement, Skagen shall provide advice to, undertake
for and consult with the Company public relations services, advertising,
consulting and advisory services for corporate strategic planning. Skagen
agrees to provide on a timely basis the following services, and additional
services contemplated thereby:
(a) Obtain for the Company, a "research report" from licensed broker-
dealer.
(b) The implementation of short-range strategic planning to develop
and enhance the Company;
(c) Develop and assist in the implementation of a investor relations
program to enable the Company to broaden its image.
(d) Advise the Company relative to advisory services for corporate
strategic planning;
4. DUTIES OF THE COMPANY
The Company shall provide Skagen, on a regular and timely basis, with all
data and information about it, its subsidiaries, its management, its
products and services and its operations as shall be reasonably requested
by Skagen, and shall advise Skagen of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply Skagen with full and complete
copies of all brochures or other sales materials relating to its products
and services.
5. COMPENSATION AND EXPENSE REIMBURSEMENT
Concurrently with the execution hereof, the Company shall grant and issue
to Skagen 100,000 shares of $0.001 common stock of the Company (the "Shares")
which shall be registered with the United States Securities and Exchange
Commission and applicable state securities agencies so as to enable the
Shares to be freely saleable and tradable in the public securities markets.
The Company shall use its best and diligent efforts to maintain all SEC and
other registrations so as to enable said Shares to be fully saleable and
tradable for a period of three (3) years from the date hereof.
6. REPRESENTATION AND INDEMNIFICATION
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 Skagen and acknowledges its awareness that Skagen will rely
on such continuing functions. Skagen 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. Skagen represents that he
has knowledge of and is experienced in providing the aforementioned
services.
Xxxxxx Media, Inc. agrees to indemnify and hold harmless Xxxxxx X. Xxxxxx,
against any and all losses, claims, damages, obligations, penalties,
judgments, awards, liabilities, costs, expenses and disbursements (and any
and all actions, suits, proceedings and investigations in respect thereof
and any and all legal and other costs, expenses and disbursements in giving
testimony or furnishing documents in response to a subpoena or otherwise),
including, without limitation, the costs, expenses and disbursements, as
and when incurred of investigating, preparing or defending any such action,
suit, proceeding or investigation (whether or not in connection with
litigation in which Skagen is a party), directly or indirectly, caused by,
relating to, based upon, arising out of, or in connection with Skagen
acting for the Company, including without limitation, any act or omission
by Skagen in connection with its acceptance of or the performance or non-
performance of its obligations under the Agreement dated March 4, 2002,
between the Company and Skagen to which these indemnification provisions
are attached and form a part (the "Agreement"). The Company also agrees
that Skagen shall not have any liability (whether direct or indirect, in
contract or tort or otherwise) to the Company for or in connection with
the engagement of Skagen except to the extent that any such liability is
found in a final judgment by a court of competent jurisdiction (not subject
to further appeal) to have resulted primarily and directly from Skagen
gross negligence or willful misconduct.
7. MISCELLANEOUS
Termination: This Agreement may be terminated by Skagen upon written notice
to the Company for a material breach of this contract which shall be
effective five (5) business days from the date of such notice.
Modification: This Agreement sets forth the entire understanding of the
Parties with respect to the subject matter hereof, and may be amended only
in a writing signed by both parties.
Notices: Any notices required or permitted to be given hereunder shall
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
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 Agreement. The failure of a Party to insist upon strict
adherence to any term of this Agreement on one or more occasions will
not be considered a waiver or deprive the other Party of the right
thereafter to insist upon adherence to that term of any other term or
this Agreement.
Assignment: The Options under this Agreement are assignable at the
discretion of the Skagen.
Severability: If any provision of this Agreement is invalid, illegal,
or unenforceable, the balance of this 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.
Disagreements: Any dispute or other disagreement arising from or out of
this Agreement shall be submitted to arbitration under the rules of the
binding Arbitration and the decision of the arbitrator(s) shall
be enforceable in any court having jurisdiction thereof. Arbitration
shall occur only in Las Vegas, Nevada. In the event any dispute is
arbitrated, the prevailing Party (as determined by the arbitrator(s))
shall be entitled to recover that Party's reasonable attorney's
fees incurred (as determined by the arbitrator(s)).
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as
of the date first above written.
XXXXXX MEDIA, INC. XXXXXX X. XXXXXX
/s/ X. X. Xxxxxxxxx /s/ Xxxxxx X. Xxxxxx
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100,000 Shares. Number of Shares to be issued
to Xxxxxx X. Xxxxxx pursuant to this agreement.