EXHIBIT 4.3
WINFRED FIELDS, CONSULTANT
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6776 Southwest Freeway, Suite 580
Houston, Texas 77074-2115
Tel: (713) 266-0691
Fax: (713) 266-0692
E-Mail: Wfieldsii@aol.com
CONSULTING AGREEMENT
April 23, 2003
Re: Consulting Engagement For Mergers and Acquisitions
Agreement between TERRA BLOCK INTERNATIONAL, INC. (the "Company") AND
POE INVEST GROUP, INC. (the "Consultant")
Dear Mr. Pitner:
This letter is to confirm the terms of my engagement as an independent
consultant ("Consultant") to Terra Block International, Inc. (the "Company").
Consultant is engaged to assist the Company with administrative & accounting
consulting services, including but not limited to the following functions:
1) Assistance with analyzing the Company's consolidated financial
statements for the years ending or ended December 31, 2002, 2001 and
2000.
2) Assistance with the accounting evaluation for mergers and
acquisitions.
3) Assistance with the preparation of the Company's SEC Form 10KSB 10SB.
4) Assistance with transferring the Company from the "Bulletin Board" to
a National Stock Exchange.
5) Assistance with communication with the Securities and Exchange
Commission or other regulatory agencies.
6) Assistance with the preparation of the Company's federal and state
income tax returns for the years through the current periods.
Term of Engagement
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The term of the engagement shall be from April 23, 2003 through December 31,
2003.
Consulting Fee
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The Company will issue Two Million Five Hundred Thousand (2,500,000) shares of
the Company's common stock to POE Investment Group, Inc. for administrative &
accounting consulting services to be rendered to the Company. All Two Million
Five Hundred Thousand (2,500,000) shares will be issued as free-trading stock.
The shares will be forwarded to Consultant as soon as reasonably possible after
the date the agreement is signed.
Confidentiality
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I agree that during the term of this engagement I will not invest, nor promote
the Company's publicly traded shares or participate in any activity that is or
may be competitive with the Company, that might create a conflict of interest
with the Company, or that otherwise might interfere with the business of the
Company, or any affiliate of the Company. I also agree that both during the
engagement and after the engagement terminates I will neither misuse nor
improperly disclose any
Confidential Information of the Company that I may have used, acquired or added
to while engaged by the Company. "Confidential Information" means and includes
confidential or proprietary information or trade secrets that have been
developed or used (or will be developed or used) and that cannot be readily
obtained by third parties from outside sources. Confidential Information
includes, by way of example and without limitation, the following: information
regarding assets, investors, customers, employees, contractors, and the industry
not generally known to the public; strategies, methods, books, records, and
documents; technical information concerning products, equipment, services, and
processes; procurement procedures and pricing techniques; the names of and other
information concerning customers, investors, and business affiliates (such as
contact name, service provided, pricing for that customer, amount of services
used, credit and financial data, and/or other information relating to the
Company's relationship with that investor or customer); pricing strategies and
price curves; plans and strategies for expansion or acquisitions; budgets;
investor lists, customers lists; research; weather data; financial and sales
data, trading terms; evaluation, opinions, and interpretations of information
and data; marketing techniques; prospective investors' names, investors' and
customers' names and marks; grids and maps, electronic data bases; models;
specifications; computer programs, internal business records; contracts
benefiting or obligating the Company; bids or proposals submitted to any third
party; technologies and methods; training processes; organizational structure;
salaries of personnel; payment amounts or rates paid to consultants or other
service providers; and other such confidential or proprietary information. We
acknowledge that this confidential information constitutes a valuable, special,
and unique asset used by the Company and its subsidiaries and affiliates in
their business to obtain a competitive advantage over their competitors. We
agree that upon termination of this engagement, we will return any and all such
confidential information and delete such Confidential Information from any
electronic storage devices owned by us (but not computers and storage devices
owned by the Company), such as Palm Pilots and notebook computers, upon which I
may have stored such confidential information. We agree that breach of these
covenants not to disclose Confidential Information shall cause immediate and
irreparable injury to the Company.
Indemnity
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Each party shall indemnify, defend and hold harmless the other party from any
and all liability, loss, claims, lawsuits, damages, injury, costs (including
reasonable attorney's fees) or expenses ("Claims") arising out of or incident to
the performance or nonperformance of any act or responsibility under this
agreement by such indemnifying party; provided that, any indemnity required
under this paragraph shall exclude Claims resulting from any consequential,
future or speculative damages. Notwithstanding the foregoing provisions of this
paragraph, the Company shall indemnify, defend and hold harmless Consultant from
any all Claims arising out of or incident to Consultant's actions on behalf of
the Company, including attendance at meetings, negotiation and advice, that
involve the Company's financial and other related matters.
Acceptance
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Please indicate your agreement with the terms of this letter by signing one copy
in the space provided below and returning it to me.
Sincerely,
Rep. Of POE Investment Group, Inc.
ACCEPTED AND AGREED AS OF APRIL 23, 2003
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GREGORY A. PITNER, PRESIDENT
TERRA BLOCK INTERNATIONAL, INC.