EXHIBIT 4.10
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 6th day of July, 2000, by
and between BuckTV.com, Inc. ("Issuer") and the undersigned Rodney R. Schoemann,
Sr. 3904 Wheat Drive, Metaire, LA 70002 ("Consultant").
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be
retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services
byissuing Shares of Issuer's common stock, and Consultant desires to be
compensated by the receipt of such Shares.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree that:
1.1 For a period of 360 days after the date of this agreement, Consultant shall
serve as a consultant to Issuer in evaluating potential business opportunities
and helping with the development of business strategies (the "Consulting
Services") and;
1.2 Issuer agrees to issue to Consultant and Consultant agrees to accept from
Issuer, as compensation for the Consulting Services, that number of Shares of
Issuer's common stock which is set forth on the Signature page of this Agreement
(the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Within 30 days the Issuer
agrees to register the issuance of the Shares to Consultant by filing a Form S-8
registration statement (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). Promptly after the Registration Statement becomes effective,
Issuer shall issue a stock certificate representing the Shares to Consultant
and shall deliver the stock certificate at the address specified by Consultant
in the delivery instructions on the signature page of this agreement. If the
above filing and issuance does not take place within a 30 day period from the
date of this agreement the Issuer will be accessed an additional 100,000
shares of stock.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:
3.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and subsisting
under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this agreement and
(subject to its execution by Consultant) it constitutes a valid and binding
agreement of Issuer enforceable in accordance with its terms against Issuer,
except as such enforceability may be limited by principles of public policy,
and subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other than common
stock as of the date of this agreement. Issuer is authorized to issue
100,000,000 Shares of Common Stock, of which 8,442,200 Shares are issued and
outstanding. All of Issuer's outstanding Shares of Common Stock have been duly
and validly issued and are fully paid, nonassessable and not subject to any
preemptive or similar rights; and the Shares have been duly authorized and,
when issued and delivered to Consultant as payment for services rendered as
provided by this agreement, will be validly issued, fully paid and
nonassessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.
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4. MISCELLANEOUS.
4.1 Execution and Delivery of Agreement. Each of the parties shall be entitled
to rely on delivery by facsimile transmission of an executed copy of this
agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.2 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.
4.3 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.
4.4 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.
4.5 Waiver and Amendment. Except as otherwise provided herein, the provisions
of this agreement may be waived, altered, amended or repealed, in whole or in
part, only upon the mutual written agreement of Consultant and Issuer.
4.6 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.
4.7 Governing Law. This agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada without reference to
its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
"ISSUER"
Bucktv.com, Inc.
/s/ Richard Lindberg
------------------------
Richard Lindberg
President
"CONSULTANT"
Rodney R. Schoemann, Sr.
/s/ Rodney R. Schoemann, Sr.
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Signature
Rodney R. Schoemann, Sr.
3904 Wheat Drive,
Metaire, LA 70002
575,000 Shares of BuckTV.com, Inc. common voting shares to be issued
immediately upon execution of this S-8 agreement.
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