Exhibit 4.2
I. CONSULTING AGREEMENT
The following terms and conditions constitute the entire Consulting Agreement
(this "Agreement") between VYTA CORP ("Company") and Xxxxx Xxxxx ("Consultant").
II. TERMS AND CONDITIONS
1. Purpose of Engagement, Scope, and Limitation of Authority
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a) The Consultant agrees to provide consulting,
legislative advocacy and any other mutually agreed upon duty
to the Company, as set forth in the terms of this Agreement,
including without limitation, those services set forth in
Appendix A, which is incorporated herein by reference. The
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Consultant agrees to effectively and diligently perform
services hereunder in accordance with sound professional
standards and practices and to comply with all applicable
laws. The Consultant, to the extent consistent with the
performance of obligations hereunder, shall be free to
undertake activities pursuant hereto when, where and how the
Consultant shall determine.
b) During the term of this Agreement, Consultant shall
provide a reasonably detailed monthly oral report of its
services for and on behalf of the Company.
c) The Consultant shall have not authority to bind the
Company in any manner whatsoever.
2. Confidential and Proprietary Information
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a) The Consultant agrees that all correspondence,
documents, drawings and other materials relating to the
business of the Company, whether or not prepared by the
Consultant, and all Company equipment, supplies and other
property in the possession of the Consultant at any time,
shall be used exclusively for the purpose of the engagement
hereunder and shall remain the sole property of the Company.
b) The Consultant agrees not to disclose or authorize
others to disclose to any unauthorized person, at any time,
and whether during or following the engagement hereunder,
any information, whether or not believed to be of a
confidential nature, concerning any aspect of the Company or
its business, customers, suppliers, independent contractors,
financial conditions, operating procedure, know-how, or work
and organizational methods, or any similar information
concerning the business of the Company's members,
affiliates, customers, or clients.
3. Fees
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a) On or before June 8, 2006, the Company shall issue to
the Consultant 60,000 post-split shares of common stock.
b) The common stock issued to Consultant pursuant to this
Section 3 shall be registered under the Securities Act of
1933, as amended, using Form S-8 or such other form of
registration the Company reasonably deems appropriate. The
Company shall file such registration statement with the
Securities and Exchange Commission within 30 days following
the execution of this Agreement.
4. Term and Termination
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a) This Agreement is effective as of and the term of this
Agreement is one year from June 1, 2006.
5. Miscellaneous
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a) This Agreement contains the entire agreement and
understanding between the parties and can be amended only by
written agreement of the parties.
b) The Consultant agrees to abide by and observe all local
laws of all countries, states, and localities in which
services are performed hereunder.
c) The Consultant agrees not to either make or promise to
make any payments to or on behalf of any official or other
employee of any foreign government or any political party or
any candidate for a foreign political office for the purpose
of influencing any such person in the making of any decision
or determination in respect of any matter involving the
Company or any of its business.
d) This Agreement shall be governed by the laws of the
State of Maryland, without regard to the choice of law or
conflicts of law provisions thereof.
/s/ Xxxx X. Xxxxxxxxx
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Xxxx Xxxxxxxxx, President
VYTA CORP
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
APPENDIX A
Scope of work to be performed by Fidelis Government Relations for VYTA CORP.
1. Fidelis will work with the Company to identify constituencies of
support within the agriculture, nutrition, and health care policy
communities, including the U.S. House of Representatives, the U.S.
Senate, and federal agencies including (but not limited to) the
Department of Agriculture, the Food & Drug Administration, the
Department of Health and Human Services, and the Department of
Homeland Security. Fidelis will promote and market the Company's
technologies to these key audiences in an effort to raise awareness of
the Company's products and capabilities among government decision
makers.
2. Fidelis will establish and coordinate an appropriations strategy
for Company. Fidelis' plan will identify and build an influential
network of lawmakers, Congressional staff, and agency officials who
will assist the company in securing financial support for its
products.
3. In addition to appropriations, Fidelis will monitor and alert the
Company of legislation moving through the Congress that could impact
the company. Fidelis will work to represent the interests of the
company before Congress and the administrative branch on these
legislative matters.
4. Fidelis will utilize its public relations expertise and services
to raise awareness of the Company among broader audiences beyond the
capital beltway. Utilizing earned media, Fidelis will work closely
with the company executives to raise awareness of the Company's
products and capabilities to trade press, think tanks and academia.
5. Fidelis will develop a long-term strategy to grow the Company's
government sector business within federal agencies.
