EXHIBIT 4.3
CONSULTANT SERVICES AGREEMENT
This CONSULTANT SERVICES AGREEMENT (this "Agreement") is made effective as of
September 9, 2003, by and between CIRCLE GROUP HOLDINGS, INC., an Illinois
corporation (the "Company"), with its principal place of business at 0000 Xxxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 and XXXXXX XXXXXXX (the "Consultant"), with a
principal location at 0000 Xxxxxxx Xxx Xxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
WHEREAS, Consultant has considerable experience and expertise in
investor relations matters; and
WHEREAS, the Company desires to retain the services of Consultant.
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements made herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby mutually agree as follows:
1. APPOINTMENT AS CONSULTANT. The Company hereby appoints Consultant
and Consultant hereby accepts such appointment as consultant and advisor to the
Company pursuant to the terms and conditions set forth herein.
2. TERM. Unless earlier terminated as provided herein, the term of this
Agreement shall be for a period commencing September 9, 2003 and ending December
8, 2003 ("Period of Consulting").
3. DESCRIPTION OF SERVICES. Consultant shall provide strategic business
consulting services and advise the Company on investor relations matters
(collectively, the "Services").
4. COMPENSATION; EXPENSES; BENEFITS. For services rendered hereunder,
Consultant shall be paid in shares of the Company's class of common stock, as
follows: One Hundred Forty Five Thousand (145,000) Shares of Free Trading Common
Stock during the Period of Consulting, such amount to be issued follows: Twenty
Thousand (20,000) shares within ten days of the date of signing of this
agreement. Twenty Five Thousand (25,000) shares within ten days of the date that
CRGQ market price closes at a price of at least $3.25 for at least two trading
days, Twenty Five Thousand (25,000) shares within ten days of the date that CRGQ
market price closes at a price of at least $4.25 for at least two trading days,
Twenty Five Thousand (25,000) shares within ten days of the date that CRGQ
market price closes at a price of at least $5.25 for at least two trading days,
Twenty Five Thousand (25,000) shares within ten days of the date that CRGQ
market price closes at a price of at least $6.25 for at least two trading days,
Twenty Five Thousand (25,000) shares within ten days of the date that CRGQ
market price closes at a price of at least $7.25 for at least two trading days.
If CRGQ does not hit any of the target prices as specified above during the
course of this agreement, it is not obligated to pay any of the corresponding
share amounts to Consultant. In the event that Consultant terminates this
Agreement without cause pursuant to Section 5(a), Consultant shall forfeit any
compensation remaining to be issued pursuant to this agreement.
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Consultant is an independent contractor and as such Consultant shall not be
entitled to receive, and shall not receive, any benefit provided by the Company
to its employees, including, without limitation, medical and dental insurance
and paid vacation. The Company shall not be responsible for deducting or
withholding any taxes or other assessments from any monies that it pays to
Consultant under this Agreement or otherwise.
5. TERMINATION. This Agreement shall be terminable by either party upon
30 days written notice. All compensation paid to Consultant prior to the time of
any termination is non-refundable.
6. NO AGENCY. It is understood that Consultant is to act as a
consultant and advisor to the Company and not as an agent or employee of the
Company in any respect. Except as specifically granted to Consultant, Consultant
shall have no right, authority or power to act for or on behalf of the Company.
7. SUCCESSORS AND ASSIGNS. The provisions hereof shall inure to the
benefit of and be binding upon the permitted successors and assigns of the
parties hereto.
8. NON-ASSIGNABILITY BY CONSULTANT. The rights and obligations of the
Consultant hereunder are not assignable and any prohibited assignment will be
null and void. The Company may assign this Agreement, provided that it will
remain primarily liable for its obligations hereunder.
9. GOVERNING LAW. This Agreement shall be interpreted under, subject to
and governed by the laws of the State of Illinois, and all questions concerning
the validity, construction and administration shall be determined in accordance
thereby.
10. WAIVERS. The waiver of a breach by either party of a term or
provision of this Agreement, at any time or times, shall not be deemed or
construed to be a waiver of any subsequent breach or breaches of the same or of
any other terms or provisions of this Agreement at any time.
11. INVALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect any other provision hereof, and this Agreement
shall be construed in all respects as if such invalid or unenforceable provision
was omitted. Furthermore, in lieu of such an illegal, invalid or unenforceable
provision there shall be added automatically as a provision of this Agreement a
provision similar in terms to such illegal, invalid or unenforceable provision
as may be possible, legal, valid and enforceable.
12. COMPLETE AGREEMENT. This Agreement constitutes the entire
understanding and agreement between the parties with respect to the consulting
of Consultant and supersedes any and all other agreements, oral or written,
between the parties. No waiver, modification or amendment to this Agreement
shall be valid unless the same be reduced to writing and signed by the parties
hereto.
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13. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been made three (3)
business days after mailed first-class postage prepaid by registered or
certified mail, return receipt requested, or when delivered if by hand,
overnight delivery service or confirmed facsimile transmission, to the
following: (a) if to the Company, at such address as may have been furnished to
Consultant by the Company in writing, with a copy to the Company's counsel,
Xxxxxx Xxxxxxxx, Xxxxxxxx Square, 000 Xxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx X.X.
00000, Attention: Xxxxxx X. Xxxxxx, Esq. or (b) if to Consultant, at such
address as may have been furnished to the Company by Consultant in writing.
14. CONSOLIDATION, MERGER OR SALE OF ASSETS. Nothing in this Agreement
shall preclude the Company from consolidating or merging in, to or with, or
transferring all or substantially all of its assets to, another corporation that
assumes this Agreement and all obligations and undertakings of the Company
hereunder.
15. FACSIMILE COPY. All duly executed copies of this agreement sent by
facsimile are fully binding under any and all applicable laws.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
CIRCLE GROUP HOLDINGS INC.
By: Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Chairman & Chief Executive Officer
ACCEPTED AND AGREED TO:
Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
_____/_____/_____
Date
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