Exhibit 4.1
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made this 9th day of June,
1998, by and among Wireless Data Solutions, Inc., a Florida Corporation, and
its successors and assigns, whose principle place of business is located at
0000 Xxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000 (the "Company") and Xxxxx X.
Xxxx, Xx. (the "Consultant") whose principle place of business is 0000 Xxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000. This Agreement shall be
considered executed upon the signing of both parties (the "Company" and the
"Consultant").
AGREEMENT
1. Consultant Services. The Company acknowledges the employment of
Consultant and the Consultant hereby acknowledges acceptance of such
employment, and will perform the services listed in Paragraph #2. These
services performed by the Consultant hereunder will be personally rendered by
the Consultant except those persons normally employed or contracted by the
Consultant in rendering these services.
2. Services to be Performed. Development, implementation and maintenance
of investor relations and market awareness program, through the following
methods, without limitation: direct mail information, national financial
publications, mass e-mail program, financial internet publications, radio and
television programs, newsletter publications, press releases, interface with
stockbrokers and market makers, and assist in preparation of Company
information materials.
3. Compensation. In consideration of the services performed by the
Consultant hereunder, shares of the Company's common stock shall be issued to
the Consultant according to the following schedule:
Name of Consultant Number of shares
------------------ -----------------
Xxxxx X. Xxxx, Xx. 200,000 6 months
4. Expenses. The Company shall be responsible for printing of business
plans, travel, and out-of-pocket expenses incurred by the Company, and any
budget expenses with prior approval from Company not usually performed by
Consultant. The Consultant will be responsible for expenses incurred as
described under Item #2, "Services to be Performed," and as stated in the
Consultant Agreement between the two parties dated 4/20/98 under Item #4
regarding SEC forms.
5. Period of Performance. The period of performance under this Agreement
shall be for a term of six (6) months from the date hereto. The compensation
for the Consultant will be reevaluated for the last six (6) months of this
Agreement.
6. Contractual Agreement. In performing the services under this
Agreement, the Consultant shall operate as, have status of, an independent
contractor.
7. Limitation on Nature of Services. The services to be performed by the
Consultant and paid for by issuance of share of common stock of the Company
shall not be for services related to any "capital raising" transaction.
8. Securities Laws. Consultant represents to the Company that he is not a
member of the National Association of Securities Dealers, Inc., but is
nevertheless knowledgeable about federal and state securities laws.
Consultant further represents and warrants that he will not violate any
applicable securities law in rendering the services pursuant to this Agreement
and will hold the Company harmless with respect to any breach of the
representation. The Company and the Consultant shall fully comply with any
and all federal and state securities laws, rules and regulations.
9. Company Information and Indemnification. The Consultant acknowledges
that in the course of performance of services under this agreement, he will
have access to confidential information concerning the Company, its business
and operations. The Consultant agrees not to disclose confidential
information to third parties or use any confidential information for any
purpose other than the performance of this Agreement. The Consultant must at
all times rely on the accuracy and completeness of information supplied by the
Company, its officers, directors, agents, and employees. Therefore the
Company agrees to indemnify, hold harmless, and defend the Consultant under
this Agreement at the Company's expense, in any proceeding or suit which may
arise out of and/or due to the inaccuracy or incompleteness of such material
supplied by the Company to the Consultant. Consultant agrees to indemnify,
hold harmless, and defend the Company in any proceeding or suit, which may
arise out of Consultant's misrepresentation of information or material
supplied by the Company.
10. Corporate Status. The Company acknowledges that it is a duly
organized Corporation, validly existing and in good standing under the laws of
the State of Utah.
11. Sophisticated Investors. The Consultant represents and warrants that
by reason of income, net assets, education background and business acumen, he
has the experience and knowledge to evaluate the risks and merits attendant to
an investment in shares of common stock in the Company, either singly or
through the aid and assistance of a professional, and is fully capable of
bearing the economic risk of loss of his/her total investment in the Company.
The Consultant further represents and warrants that he is familiar with the
provisions of S-8 issued stock and will comply with all applicable law in the
sale of the shares received as compensation under this Agreement.
12. Further Assurances. At any time, and from time to time, after the
execution hereof, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to carry out the
intent and purpose of this Agreement.
13. Entire Agreement. This agreement constitutes the entire Agreement
between Wireless Data Solutions, Inc. ("the Company") and Xxxxx X. Xxxx, Xx.
(the "Consultant").
COMPANY: Wireless Data Solutions, Inc.
By: /s/ Xxxxxxx XxXxxxxxxx DATE: 6/9/98
---------------------- -------------------
TITLE: CEO
-----------------------
CONSULTANT: Xxxxx X. Xxxx, Xx.
By: /s/ Xxxxx X. Xxxx, Xx. DATE: 6/9/98
----------------------- ---------------------
Xxxxx X. Xxxx, Xx.
