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EXHIBIT 4.1
CONSULTING AGREEMENT
This Agreement is made as of this May 20, 2000 and
amended on August 3, 2000 by and between The Auxer
Group, Inc., ("the Company") a corporation duly
organized and existing under the laws of New
Jersey, with offices at 12 Andrews Drive, West
Paterson, New Jersey 07424 and ("the Consultant")
Mark Neuhaus, 50 West Liberty Street, Suite 880,
Reno, Nevada 89501.
WHEREAS, the Company is engaged in the business of
acquiring and investing in businesses with high
growth potential,
WHEREAS, the Consultant provides automotive
marketing and promotion and telecommunications
acquisition consulting services,
WHEREAS, the Company wishes to retain the services
of the Consultants on the following terms and
conditions:
1. The Company hereby retains the services of
the Consultant for a period of two(2) year(s) and
terminating on May 20, 2002. In exchange for the
Consulting Services (as that term is defined
hereoin), The Auxer Group shall issue a warrant to
purchase 4,615,385 shares of common stock
registered under S-8 filing at a price of $0.0325
per share. As additional consideration, The Auxer
group hereby issues a warrant to purchase
17,500,000 shares of common stock registered under
S-8 filing at a price of $0.0428 per share.
2. The Consultant shall, employing its best
efforts, assist the Company by: providing
automotive product marketing and promotion and
telecommunications acquisition consulting
services.
3. The Consultant shall be independent
contractors and shall have no right or authority
to assume or create any obligations or
responsibility, express or implied, on behalf of
or in the name of the Company, unless specifically
authorized in writing by the Company. No
provision of this Agreement shall be construed to
preclude consultants from pursuing other
consulting or design and development projects.
4. The Consultant (including any person or
entity acting for or on behalf of the Consultant)
shall not be liable for any mistakes of fact,
errors of judgment, for losses sustained by the
Company or any subsidiary or for any acts or
omissions of any kind, unless caused by the
negligence or intentional misconduct of the
Consultant or any person or entity acting for or
on behalf of the Consultant.
5. The Company warrants that it intends to
pursue acquisitions in the telecommunications
industry, whereas the Consultant has extensive
experience and relations in the telecommunications
industry.
6. The Company and its present and future
subsidiaries jointly and severally, agree to
indemnify and hold harmless the Consultant against
any loss, claim, damage or liability whatsoever,
(including reasonable attorneys' fees and
expenses), to which such Indemnified Party may
become subject as a result of performing any act
(or omitting to perform any act) contemplated to
be performed by the Consultant pursuant to this
Agreement if such act or omission did not violate
the provisions of Section 4 of this Agreement. So
long as the Company has not provided counsel to
the Indemnified Party in accordance with the terms
of this Agreement, the Company and its
subsidiaries agree to reimburse the defense of any
action or investigation (including reasonable
attorney's fees and expenses), subject to any
understanding from such Indemnified Party to repay
the Company or its subsidiaries if it is
ultimately determined that such Indemnified Party
is not entitled to such indemnity. In case any
action, suit or proceeding shall be brought or
threatened, in writing, against any Indemnified
Party, it shall notify the Company within twenty
(20) days after the Indemnified Party receives
notice of such action, suit or such threat. The
Company shall have the right to appoint the
Company's counsel to defend such action, suit or
proceeding, provided that such Indemnified Party
consents to such representation by such counsel,
which consent shall not be unreasonably withheld.
In the event any counsel appointed by the Company
shall not be acceptable to such Indemnified Party,
then the Company shall have the right to appoint
alternative counsel for such Indemnified Party
reasonably acceptable to such Indemnified Party,
until such time as acceptable counsel can be
appointed. In any event, the Company shall, at
its sole cost and expense, be entitled to appoint
counsel to appear and participate as co-counsel in
the defense thereof. The Indemnified Party, or
its co-counsel, shall promptly supply the
Company's counsel with copies of all documents,
pleadings and notices which are filed, served or
submitted in any of the aforementioned. No
indemnified Party shall enter into any settlement
without the prior written consent of the Company,
which consent shall not be unreasonable withheld.
7. This Agreement shall be binding upon the
Company and the Consultant and their successors
and assigns.
8. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the
remaining provisions of this Agreement (including,
without limitation, each portion of any Section of
this Agreement containing any such provision held
to be invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby; and
(ii) to the fullest extent possible, the
provisions of this Agreement (including, without
limitation, each portion of any Section of this
Agreement containing any such provision held to be
invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent
manifested by the provision held, invalid illegal
or unenforceable.
9. No supplement, modification or amendment of
this Agreement shall be binding unless executed in
writing by both parties hereto. No waiver of any
other provisions hereof (whether or not similar)
shall be binding unless executed in writing by
both parties hereto nor shall such waiver
constitute a continuing waiver.
10. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes
be deemed to be an original but all of which shall
constitute one and the same Agreement.
11. The Parties agree that should any dispute
arise in the administration of this Agreement,
that the agreement shall be governed and construed
by the Laws of the State of New York.
12. This Agreement contains the entire agreement
between the Parties with respect to the consulting
services to be provided to the Company by the
Consultant and supersedes any and all prior
understandings, agreement or correspondence
between the Parties.
IN WITNESS WHEREOF, the Company and the Consultant
have caused this Agreement to be signed by duly
authorized representatives as of the day and year
first above written.
THE AUXER GROUP, INC.
/s/ Eugene Chiaramonte, Jr.
-----------------------
President
/s/ Mark Neuhaus
-----------------------
Mark Neuhaus (Consultant)
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