Exhibit 4.2 -- Consulting Service Contract
CONSULTING SERVICE CONTRACT
WITH XXX XXXXX
This consulting services agreement ("Consulting Agreement") is made as of this
16th day of September, 2002, by and between Xxx Xxxxx, 00000 Xxxxxxxx Xxxx., Xxx
Xxxxxxx, XX 00000 and Xxxxxx Media, Inc., 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx
00000, (referred to herein as the "Company"), with Xxx Xxxxx and Company
collectively sometimes herein referred to as the "Parties
WHEREAS, the Company (a Nevada corporation) is a fully reporting company whose
securities are traded on the Over-the-Counter Bulletin Board under the ticker
symbol "MULM"; and
WHEREAS, and the Consultant is a registered filing agent with the Securities and
Exchange Commission ("SEC") and is in the business of assisting companies with
the selection, review, and due diligence necessary relating to possible acquired
companies; and to assimilate such companies into the acquiring company's
corporate plan.
WHEREAS, the Company wishes to retain Xxx Xxxxx as a non-exclusive corporate
consultant; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain Xxx Xxxxx to provide general Merger and
acquisition consulting services which may include, but not be limited to:
screening possible acquisition candidates, assistance in the due diligence
review, preparation, and assistance with documentation relating to closure and
general filings in accordance with the Rules and Regulations of the Securities
and Exchange CommissionThe Consultant shall agree to make himself available for
the foregoing purposes and devote such business time and attention thereto as it
shall determine is required.
The Company understands that any and all suggestions, opinions or advice given
to the Company by the Consultant are advisory only and the ultimate
responsibility, liability and decision regarding any action(s) taken or filings
made lies solely with the Company and not with the Consultant.
2. Term. The term of this Consulting Agreement shall be from the date hereof and
one year hence (the "Term"). This includes the completion of any acquisitions in
progress at the end of the one year period.
3. Compensation. As compensation for entering into this Consulting Agreement and
for services rendered over the Term, Mr. Xxx Xxxxx shall be granted five hundred
thousand (500,000) shares of the Company's common stock, par value $.001 per
share. The Company hereby agrees to register the shares of common stock
underlying the above referenced common stock on a Form S-8 registration
statement.
4. Arbitration. The parties hereby agree that any and all claims (except only
for requests for injunctive or other equitable relief) whether existing now, in
the past or in the future
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as to which the parties or any affiliates may be adverse parties, and whether
arising out of this Consulting Agreement or from any other cause, will be
resolved by arbitration before the American Arbitration Association within the
State of Nevada. The parties hereby irrevocably consent to the jurisdiction of
the American Arbitration Association and the situs of the arbitration (and of
any action for injunctive or other equitable relief) within the State of Nevada.
Any award in arbitration may be entered in any domestic or foreign court having
jurisdiction over the enforcement of such awards. The law applicable to the
arbitration and this Consulting Agreement shall be that of the State of Nevada,
determined without regard to its provisions which would otherwise apply to a
question of conflict of laws.
5. Independent Contractor Relationship. Consultant and the Company are
independent contractors and nothing contained in this Agreement shall be
construed to place them in the relationship of partners, principal and agent,
employer/employee or joint ventures. Neither party shall have the power or right
to bind or obligate the other party, nor shall it hold itself out as having such
authority.
6. Indemnification. Company shall indemnify and hold harmless the Consultant
from and against any and all losses, damages, liabilities, reasonable attorney's
fees, court costs and expenses resulting or arising from any or omission by
Company. The Consultant shall indemnify and hold harmless the Company from and
against any and all losses, damages, liabilities, reasonable attorney's fees,
court costs and expenses resulting or arising from any act or omission by the
Consultant.
7. Miscellaneous.
7.1 Assignment. This Agreement is not transferable or assignable.
7.2 Execution and Delivery of Agreement. Each of the parties shall be entitled
to rely on delivery by fax transmission of an executed copy of this agreement by
the other party, and acceptance of such fax copies shall create a valid and
binding agreement between the parties.
7.3 Titles. The titles of the sections and subsections of this agreement are for
the convenience of reference only and are not to be considered in construing
this agreement.
7.4 Severability. The invalidity or unenforceability of any particular provision
of this agreement shall not affect or limit the validity or enforceability of
the remaining provisions of this agreement.
7.5 Entire Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters herein and
supersedes and replaces any prior agreements and understandings, whether oral or
written, between them with respect to such matters.
7.6 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
September 16, 2002
XXXXXX MEDIA, INC.
By: /s/ X. X. Xxxxxxxxx
--------------------------
Xxxxxxxx Xxxxxxxxx,
Vice President,
General Counsel,
Secretary and Director
AGREED AND ACCEPTED
By: /s/ Xxx Xxxxx
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Xxx Xxxxx 00000 Xxxxxxxx Xxxx.,
Xxx Xxxxxxx, XX 00000
500,000 Shares, number of Shares to be issued to Xxx Xxxxx pursuant to this
agreement.
