EXHIBIT 4.1
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CONSULTING AGREEMENT
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November 14, 2001
Dear Xx. Xxxxxxxx:
This will confirm the arrangements, terms and conditions pursuant to which
Mr. Xxxxx Xxxxxxxx (hereinafter referred to as "Consultant") will accept shares
of common stock of Xxxxxx.xx, Inc. (hereinafter referred to as the "Company")
for legal services rendered. The undersigned hereby agrees to the following
terms and conditions:
1. CONSULTING SERVICES. The Consultant has rendered legal services and
advice pertaining to the Company's business affairs. The Consultant acknowledges
and agrees that the legal services provided were not in connection with capital
raising transactions.
2. COMPENSATION. In lieu of cash compensation, the Consultant has agreed
to accept 528,660 shares of common stock of the Company as payment in full for
the legal services rendered. The legal fees owed to the Consultant as of the
date hereof are $23,261. The Company will use its best efforts to file an S-8
Registration Statement registering the shares to be issued to the Consultant
within 30 days of the date hereof and to maintain its effectiveness for a
12-month period after filing. The shares will be issued in their entirety at the
time of the filing of the S-8 Registration Statement.
3. LOCK-UP PROVISION. The Consultant agrees to sell shares only on an
equal amount of 176,220 shares per 30 day period beginning 30 days from the date
of this Agreement.
4. RELATIONSHIP. Nothing herein shall constitute Consultant as employee or
agent of the Company except to such extent as might hereafter be agreed upon for
a particular purpose. Except as expressly agreed, Consultants shall not have the
authority to obligate or commit the Company in any manner whatsoever.
5. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by
any party except to successors to all or substantially all of the business of
either the Consultant or the Company nor may this Agreement be terminated by
either party for any reason whatsoever without the prior written consent of the
other party, which consent may not be arbitrarily withheld by the party whose
consent is required.
Yours truly,
Xxxxxx.xx Inc.
By: Xxxxx X. Xxxxxx
President & CEO
Agreed and Accepted By:
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
