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EXHIBIT 4.1
CONSULTING SERVICES PLAN
THIS CONSULTING SERVICES PLAN (the "Plan") is made as of the 11th day of October
2000 by Sustainable Development International, Inc., a Nevada corporation (the
"Company"), for the individuals set out below in Section 1 (collectively, the
"Consultants").
WHEREAS the Company wishes to grant, and the Consultants wish to receive, as
compensation for services provided to the Company, an aggregate of 550,000
shares of the common stock of the Company, par value $0.001 per share (the
"Common Stock"), pursuant to the provisions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and
conditions herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties, the parties
agree as follows:
1. GRANT OF SHARES. The Company hereby grants to the Consultants an aggregate
of 550,000 shares of Common Stock at a deemed price of$0.40 per share (the
"Shares") in the Company, in the following individual allocations:
<TABLE>
<CAPTION>
Name No. of Shares Consulting Services Provided
---- ------------- ----------------------------
<S> <C> <C>
Jong Hyun Lee 200,000 Engineering Services
3235-104th Street,
Edmonton, AB, T6J 3N5
Myung Hee Lee 200,000 Engineering Services
3235-104th Street
Edmonton, AB, T6J 3N5
Julie S. Jeong 25,000 Engineering Services
Unit 3, 11809-9B Avenue
Edmonton, AB, T6J 7B6
John Mawhinny 25,000 Engineering Services
2744-44A Avenue
Edmonton, AB, T6T 1K1
Jae-Ki Lee 25,000 Engineering Services
3508 Milwoods Road
Edmonton, AB, T6K 0K2
Jin-Duk Jung 25,000 Engineering Services
11603-12th Avenue
Edmonton, AB, T6J 6X6
Bruce Macovichuk 50,000 Project Management Services
3619-35th Avenue
Edmonton, AB, T6L 4Z5
</TABLE>
2. SERVICES. The Consultants have been engaged by the Company to perform the
services as described in Section 1, above.
3. COMPENSATION. The compensation received by the Consultants for the Services
performed on behalf of the Company shall be in the form of the Shares as
set forth in Section 1, above.
4. REGISTRATION OR EXEMPTION. Notwithstanding anything to the contrary
contained herein, the Shares will be registered pursuant to a registration
statement on Form S-8, to be dated October 13, 2000 (the "Registration
Statement").
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5. DELIVERY OF SHARES. The Company shall deliver to the Consultants listed
above the Shares as provided in Section 1, above, upon effectiveness of the
Registration Statement.
6. WAIVER. No waiver is enforceable unless in writing and signed by such
waiving party, and any waiver shall not be construed as a waiver by any
other party or of any other or subsequent breach.
7. AMENDMENTS. This Plan may not be amended unless by the mutual consent of
all of the parties hereto in writing.
8. GOVERNING LAW. The parties expressly agree that this Plan shall be governed
by the laws of the United States of America and the State of Nevada. Each
party to this Plan consents to the exclusive jurisdiction of the state and
federal courts sitting in Washoe County, Nevada, in any action on a claim
arising out of, under, or in connection with, this Plan.
9. ASSIGNMENT AND BINDING EFFECT. Neither this Plan nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto
without the prior written consent of the other parties hereto, except as
otherwise provided herein. This Plan shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, permitted
successors, assigns and/or delegates.
10. INTEGRATION AND CAPTIONS. This Plan includes the entire understanding of
the parties hereto with respect to the subject matter hereof. The captions
herein are solely for convenience and shall not control the interpretation
of this Plan.
11. LEGAL REPRESENTATION. Each party has been represented by independent legal
counsel in connection with this Plan, or each has had the opportunity to
obtain independent legal counsel and has waived such right, and each party
shall be responsible for obtaining its own tax counsel at its own expense.
12. CONSTRUCTION. Each party acknowledges and agrees that it has had the
opportunity to review, negotiate and approve all of the provisions of this
Plan.
13. COOPERATION. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent and
purpose of this Plan as set forth herein.
14. HAND-WRITTEN PROVISIONS. Any hand-written provisions hereon, if any, or
attached hereto, which have been initialed and dated by all of the parties
hereto, shall supersede, to the extent necessary, all typewritten
provisions in conflict therewith.
15. FEES, COSTS AND EXPENSES. Each of the parties hereto acknowledges and
agrees to pay, without reimbursement from the other party(ies), the fees,
costs, and expenses incurred by each such party with respect to this Plan.
16. CONSENTS AND AUTHORIZATIONS. Upon the execution of this Plan, each party
acknowledges and agrees that each such party has the full right, power,
legal capacity and authority to enter into this Plan, and the same
constitutes a valid and legally binding agreement and obligation of each
such party in accordance with the terms, conditions and other provisions
contained herein.
17. GENDER AND NUMBER. Unless the context otherwise requires, references in
this Plan in any gender shall be construed to include all other genders,
references in the singular shall be construed to include the plural, and
references in the plural shall be construed to include the singular.
18. SEVERABILITY. In the event that any one or more of the provisions of this
Plan shall be deemed unenforceable by any court of competent jurisdiction
for any reason whatsoever, this Plan shall be construed as if such
unenforceable provision had never been contained herein and the remaining
provisions of this Plan shall remain enforceable and in full effect.
19. COUNTERPARTS. This Plan may be executed in counterparts, each of which
shall constitute a duplicate original and all of which, collectively, shall
constitute the entire agreement.
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20. FACSIMILE. This Plan may be executed by facsimile, providing every party to
this Plan shall receive a copy of such execution by facsimile.
WHEREAS, the parties hereto have executed this Plan as of the day and year first
above written.
SUSTAINABLE DEVELOPMENTS INTERNATIONAL, INC.
By: /s/ HAROLD JAHN
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Harold Jahn, President
By: /s/ JOHN HYUN LEE
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Jong Hyun Lee
By: /s/ MYUNG HEE LEE
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Myung Hee Lee
By: /s/ JULIE S. JEONG
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Julie S. Jeong
By: /s/ JOHN MAWHINNY
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John Mawhinny
By: /s/ JAE-KI LEE
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Jae-Ki Lee
By: /s/ JIN-DUK JUNG
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Jin-Duk Jung
By: /s/ BRUCE MACOVICHUK
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Bruce Macovichuk
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