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Exhibit 4.10
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into as of October 26, 2000 by and between
COI SOLUTIONS, INC. a Nevada corporation (the "Company"), and Audrey Salzburg,
an individual (the "Consultant")
WITNESSETH:
WHEREAS, the Company desires to receive the benefit of the expertise,
knowledge and experience of the Consultant in connection business services
provided to the Company;
WHEREAS, each of the Company and the Consultant desires to enter into
this Consulting Agreement;
NOW, THEREFORE, in consideration of the respective covenants and
agreements of the parties set forth herein, the parties hereby agree as follows;
1. Term and Services.
a. Commencing as of the date hereof, and continuing thereafter
through October 26, 2001 (the "Consulting Period"), the Consultant
shall consult with the company in an advisory capacity when reasonably
requested to do so by the Company in connection with the Company's
business; provided that the consultations shall be performed in the
place or places and at the time or times and in the manner that shall
be reasonably acceptable to the Consultant.
b. The Consultant has extensive experience in marketing and
advertising with special knowledge of the European market. The
Consultant will use this expertise in advising the Company on issues
dealing with the creation of marketing and advertising materials
specifically related to its sales efforts in Europe, and will guide the
company in evaluating the need for an internal marketing group or the
hiring of outside marketing and advertising professionals.
2. Compensation. As compensation for performing consulting services for
the Company during the Consulting Period, the Company shall cause One Hundred
Twenty-Five Thousand (125,000) shares of its Common Stock, par value $.001 per
share, to be issued to the
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Consultant. The Company use its best efforts to register such shares for resale
on Form S-8 as soon as practicable.
3. Proprietary Information.
a. Upon termination of this Consulting Agreement for any
reason, the Consultant shall forthwith deliver or cause to be delivered to
the Company any and all "proprietary information" including drawings,
notebooks, keys, data and other documents and materials belonging to the
Company which is in his possession or under his control relating to the
Company or the Company's Business, and will deliver upon such expiration any
other property of the Company which is in his possession or under his control.
b. For purposes of this Consulting Agreement, the term
"proprietary information" shall mean any information relating to the Company's
Business that has not previously been publicly released by duly authorized
representatives of the Company and shall included, without limitation,
information included in all drawings, designs, plans, proposals, marketing and
sales programs, financial information, costs, pricing information, customer
information and all methods, concepts or ideas in or reasonably related to the
Company's Business. The Consultant understands and agrees that all "proprietary
information" conceived by him either along or with others or provided to him by
the Company or others is the sole and exclusive property of the Company.
4. Miscellaneous Provision.
a. Neither the Consultant nor the Company may at any time
assign this consulting Agreement nor any right or interest hereunder. This
Consulting Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
b. For purposes of the Consulting Agreement, the term
"Company" shall mean and include any and all subsidiaries, parents and
affiliated companies of the company in existence from time to time.
c. Any notice, request, instruction or other documentation
required or permitted to be given hereunder shall be sufficient if in writing
and had delivered or sent by United States or Canadian mail, certified mail,
return receipt requested, to the parties at their respective addressees. Either
party may change the address to which notices shall be delivered by notice given
to the other party as provided herein. For all purposes, the date of the giving
of any notice hereunder shall be the date of the hand delivery or three days
after the mailing thereof.
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d. This Consulting Agreement contains the entire agreement of
the parties with respect to the subject matter hereof and any and all prior
negotiations, agreements or understandings relating thereto, whether written or
oral, are superseded hereby. This Consulting Agreement may not be changed,
modified, extended, renewed or supplemented and no provision hereof may be
waived, except by an instrument in writing signed by the party against whom
enforcement or any changed, modification, extension, renewal supplement or waive
is sought.
e. This Consulting Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without giving
effect to the principles of law thereof.
f. The invalidity of any portion of this Consulting Agreement
shall not affect the enforceability of the remaining portions of this Consulting
Agreement or any part thereof, all of which are inserted herein conditionally on
their being valid in law. In the event that any portion or portions contained
herein shall be declared invalid by a court of competent jurisdiction, this
Consulting Agreement shall be construed so as to make such portion or portions
valid or, if such construction is not legally possible, as if such invalid
portion or portions had not been inserted.
g. Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver or
relinquishment of any of such terms, covenants or conditions, nor shall any
waiver of relinquishment or any right or power hereunder at any one time or more
times be deemed a waiver or relinquishment of such right or power at any other
time or times.
IN WITNESS WHEREOF, the parties have executed and delivered this
Consulting Agreement as of the date first written above.
COI SOLUTIONS, INC.
By:/s/ ROBERT JONES
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Robert Jones
President
/s/ AUDREY SALZBURG
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Audrey Salzburg
