EXHIBIT 4.1
CONSULTING SERVICES CONTRACT
WITH GIBRAN COTTON
This consulting services agreement ("Consulting Agreement") is made
as of this 30th day of March, 2001, by and between Gibran Cotton, 0000
Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000 and NUTEK, INC., 00000 Xxxxxxxx Xxxx,
Xxxxxxxxxx Xxxxx, XX 00000, (referred to herein as the "Company"), with
Gibran Cotton and Company collectively sometimes herein referred to as the
"Parties". The Parties hereto, for good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, hereby agree as
follows:
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 "NUTK"; and
WHEREAS, and the Consultant has the working background and knowledge
to assist the Company in establishing Standards, Codes and Legislation for the
NuLight product.
WHEREAS, the Company wishes to retain Gibran Cotton as a non-
exclusive corporate consultant; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain Gibran Cotton to provide general
consulting services which will include, but not be limited to:
a) To draft and present (and/or amend existing) legislation which would
require, as a matter of public safety, all public facilities, multi-
unit dwellings and residential properties to install emergency
lighting devices such as the NuLight product that would provide and
alternative or backup lighting source in the event of a power outage
b) Draft Legislation that will be proposed and presented to various
government officials and agencies at the state and federal level to
seek passage and entry into law.
c) Proposal(s) will be submitted to primary regulatory agency (NFPA-
National Fire Protection Agency) to establish and/or amend existing
fire safety regulations and building codes.
d) Attempt to secure endorsement(s) from EUBA (Electric Utility
Benchmarking Association) members and/or Department of Energy.
The 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
until all obligations under this Agreement have been properly completed (the
"Term").
3. Compensation. As compensation for entering into this Consulting
Agreement and for services rendered over the Term, Gibran Cotton shall be
issued four hundred and fifty thousand (450,000) shares of the Company's
common stock, par value $.001 per share.
The stock will be released under the following milestones being reached :
a) Fifty thousand (50,000) shares immediately for all preparatory and
research work.
b) One hundred thousand (100,000) shares given on completion of draft
legislation and submission to state and federal agencies.
c) Three hundred thousand (300,000) shares given on successful
acceptance/approval of legislation.
The stock is to be issued pursuant to the consent of the Company's Board of
Directors, shall be issued in the name of Gibran Cotton. The Company hereby
agrees to register the shares of common stock on a Form S-8 registration
statement and the Company shall obtain the requisite opinion letter from its
corporate counsel as to the legality of such registration.
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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 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. Miscellaneous.
5.1 Assignment. This Agreement is not transferable or assignable.
5.2 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.
5.3 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.
5.4 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.
5.5 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.
5.6 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.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
NUTEK, INC.
By: /s/
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Xxxxxx X. Xxxxxxxx, CEO
AGREED AND ACCEPTED
By: /s/
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Gibran Cotton
0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000
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