EXHIBIT 4.3
CONSULTING AGREEMENT
CONSULTING AGREEMENT, made and entered into as of the 12th day of
March, 1997 by and between Hawk Marine Power, Inc., a Florida corporation with
its principal place of business at 3025 N.E. 188th Street, Aventura, Florida
33180 ("HWPW"), and Alcott Simpson & Co., Inc., a Foreign corporation ("ASC").
WHEREAS, ASC is willing and capable of providing consulting services
for and on behalf of HWPW in connection with identifying licensing rights under
which HWPW may market merchandise and assisting in the negotiation of obtaining
said licensing rights; and
WHEREAS, HWPW wishes to retain the services of ASC, all upon the terms
and conditions herein contained.
NOW, THEREFORE, in consideration of the mutual terms covenants and
conditions set forth below, ASC and HWPW agree as follows:
1. RETAINER. HWPW hereby retain ASC, and ASC hereby agrees to
devote such time as is necessary, in connection with the
following:
a) Identifying licensing rights under which HWPW may
market merchandise and assisting in the negotiation
of obtaining said licensing rights.
2. WORK PRODUCT. Subject to availability, HWPW agree to provide
ASC with the following information:
a) Financial statements, projections of sales and
earnings;
b) a detailed business plan; and
c) press information.
It is agreed that all information and materials provided to ASC shall
be the sole and exclusive property of HWPW. All copyright and title to said work
shall be the property of HWPW free and clear of all claims thereto by ASC, and
ASC shall retain no claim of authorship therein. ASC hereby agrees that all
information and materials so provided shall be held in confidence and used
solely for the purposes of this Agreement.
HWPW acknowledge and agree that specified segments of information
received from ASC under this Agreement are the exclusive proprietary information
and property of ASC, and the same shall not be divulged, published or
distributed in any manner or form to any third party without the express right
or written consent of ASC. This provision shall survive the
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termination of this Agreement, and may be enforced by ASC by any available
remedy including, without limitation, specific injunctive relief.
HWPW shall keep confidential for a minimum of two (2) years, the
organizations, groups, entities and individuals introduced and/or solicited by
ASC on behalf of HWPW pursuant to this Agreement ("Referred Parties") unless
HWPW can establish that a business relationship with the Referred Parties had
existed prior to entering into this Agreement. HWPW will not disclose their
identities to anyone other than on a supplemental filing basis to, and only if
required, by the US Securities and Exchange Commission (the "SEC"), unless other
disclosure is required by the SEC, and will not enter into any contract of any
kind, on this or subsequent transactions with any of the Referred Parties
without the knowledge and prior written consent of ASC.
3. COMPENSATION. In consideration for the services to be
provided to HWPW by ASC, HWPW hereby agree to compensate ASC
in the following manner:
a) Cash:
i) In the event HWPW, acquires a merchandise
license agreement for cash through
introductions made by ASC, HWPW agrees to
pay ASC in cash, an amount equal to ten
(10%) percent of the funds received by HWPW
within ten (10) days of funding; and
b) Common Stock:
i) In the event HWPW, acquires a merchandise
license agreement through introductions made
by ASC, in exchange for HWPW Common Stock,
HWPW agrees to issue ASC or its designees an
aggregate of common stock, in the names and
denominations specified in writing by ASC,
equal to ten (10%) percent of the common
stock issued for the acquisition of the
license agreement within ten (10) days of
issuance of the shares to purchase said
license.
4. TERM. The term of this agreement shall commence on the date
thereof and shall continue for a period ending on the first
to occur of the following:
a) The expiration of thirty-six (36) months from the
date hereof; or
b) The date on which this Agreement is terminated by
operation of law or judicial decree.
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5. WARRANTY OF NON-AFFILIATION. ASC, its officers, directors
and principal shareholders hereby warrant that, as of the date
of this Agreement, they are not in any way affiliated with
HWPW either as officers, directors or principal shareholders.
6. MISCELLANEOUS PROVISIONS.
a) GOVERNING LAW. This Agreement is governed by the
laws of the State of Florida.
b) ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the parties regarding the
provision of the consulting services by ASC and the
payment of compensation, both cash and securities,
by HWPW and supersedes all prior negotiations,
understandings and agreements between the parties.
c) NOTICES. All notices, demands or requests required
or authorized hereunder shall be deemed sufficiently
given if in writing and sent by registered or
certified mail, return receipt requested and postage
prepaid, to:
To HWPW: 3025 N.W. 188th Street
Aventura, Florida 33180
To ASC: 250 Park Avenue
New York, New York 10177
d) ARBITRATION. Any dispute under the Agreement shall
be resolved by arbitration pursuant to the rules of
the American Arbitration Association within the city
of Aventura.
e) SURVIVAL OF RIGHTS. Except as expressly provided in
this Agreement, this Agreement shall be binding upon
and inure to the benefit of the parties and their
respective legal representatives, successors and
assigns.
f) VALIDITY. Each article, paragraph, term or provision
of this Agreement will be considered severable, and
if, for any reason any article, paragraph, term or
provision is determined to be invalid or contrary to
any existing or future law or regulation, such will
not impair the operation or effect of the remaining
portions of this Agreement.
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IN WITNESS WHEREOF, the undersigned hereby executed this agreement as
of the date indicated above.
Alcott Simpson & Co., Inc. Hawk Marine Power, Inc.
By: By: Craig N. Barrie
Its: Its: President
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