Exhibit 4.1 Advisory and Consulting Agreements
Number of Shares/Options
4.1 (a) 150,000
4.1 (b) 150,000
4.1 (c) 100,000
Exhibit 4.1 (a)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of
May 1, 2001, by and between Stephen J. Fryer, 2201 Alta Vista, \
Newport Beach, CA 92660, ("Consultant") and Rhino Enterprises
Group, Inc. with offices at 2925 LBJ Freeway, Suite 188, Dallas,
TX 75234 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require
consulting services relating to management, strategic planning
and marketing in connection with its business; and
WHEREAS, Consultant can provide the Company with strategic
planning and marketing consulting services and is desirous of
performing such services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to
render services to the Company as a consultant upon the terms and
conditions hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of
this Agreement, and shall terminate on April 30, 2002, unless
earlier terminated in accordance with paragraph 7 herein or
extended as agreed to between the parties.
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3. SERVICES.
During the term of this Agreement, Consultant shall provide
advice to, undertake for and consult with the Company concerning
management, marketing, consulting, strategic planning, corporate
organization and structure, financial matters in connection with
the operation of the businesses of the Company, expansion of
services, acquisitions and business opportunities, and shall
review and advise the Company regarding its overall progress,
needs and condition. Consultant agrees to provide on a timely
basis the following enumerated services plus any additional
services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
(b) The implementation of a domestic marketing program to enable
the Company to broaden the markets for its services and promote
the image of the Company and its products and services;
(c) Advise the Company relative to the recruitment and
employment of key executives consistent with the expansion of
operations of the Company;
(d) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business
acquisitions and advice with regard to the ongoing managing and
operating of such acquisitions upon consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans,
institutional loans, private debt funding, mezzanine financing,
blind pool financing and other preferred and common stock equity
private or public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely
basis, with all approved data and information about it, its
subsidiaries, its management, its products and services and its
operations as shall be reasonably requested by Consultant, and
shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant
to this paragraph. The Company shall promptly supply Consultant
with full and complete copies of all financial reports, all
fillings with all federal and state securities agencies; with
full and complete copies of all stockholder reports; with all
data and information supplied by any financial analyst, and with
all brochures or other sales materials relating to its products
or services.
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5. COMPENSATION.
The Company will immediately grant Consultant the option to
purchase 150,000 shares of the Company's Common Stock with an
exercise price at $1.25 per share, which option shall expire on
April 30, 2002 at 5:00 P.M. P.S.T. The number of shares herein
are subject to the anti-dilution provisions of the corresponding
warrant which is being issued in conjunction with this Agreement.
Consultant in providing the foregoing services shall be
reimbursed for any pre-approved out-of-pocket costs, including,
without limitation, travel, lodging, telephone, postage and
Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material
information and data which it supplies to Consultant and
acknowledges its awareness that Consultant will rely on such
continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the
absence of notice in writing from the Company will rely on the
continuing accuracy of material, information and data supplied by
the Company. Consultant represents that he has knowledge of and
is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
Termination: This Agreement may be terminated by either Party
upon written notice to the other Party for any reason which shall
be effective five (5) business days from the date of such notice.
This Agreement shall be terminated immediately upon written
notice for material breach of this Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter
hereof. This Consulting Agreement may be amended only in writing
signed by both Parties.
Notices: Any notice required or permitted to be given hereunder
shall be in writing and shall be mailed or otherwise delivered in
person or by facsimile transmission at the address of such Party
set forth above or to such other address or facsimile telephone
number, as the Party shall have furnished in writing to the other
Party.
Waiver: Any waiver by either Party of a breach of any provision
of this Consulting Agreement shall not operate as or be construed
to be a waiver of any other breach of that provision or of any
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breach of any other provision of this Consulting Agreement. The
failure of a Party to insist upon strict adherence to any term of
this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter
to insist upon adherence to that term of any other term of this
Consulting Agreement.
Assignment: The Options under this Agreement are assignable at
the discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is
invalid, illegal, or unenforceable, the balance of this
Consulting Agreement shall remain in effect, and if any provision
is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and
circumstances.
Disagreements: Any dispute or other disagreement arising from or
out of this Consulting Agreement shall be submitted to
arbitration under the rules of the American Arbitration
Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in Orange County, CA. The
interpretation and the enforcement of this Agreement shall be
governed by California Law as applied to residents of the State
of California relating to contracts executed in and to be
performed solely within the State of California. In the event
any dispute is arbitrated, the prevailing Party (as determined by
the arbiter(s)) shall be entitled to recover that Party's
reasonable attorney's fees incurred (as determined by the
arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed
by the Parties as of the date first above written.
Rhino Enterprises Group, INC. CONSULTANT
/s/ Robert W. Moehler /s/Stephen J. Fryer
Robert W. Moehler, President Stephen J. Fryer
Exhibit 4.1 (b)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of
May 1, 2001 by and between David Livingston, 1372 Apsley Rd.,
Santa Ana, CA 92705. ("Consultant") and Rhino Enterprises Group,
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Inc. with offices at 2925 LBJ Freeway, Suite 188, Dallas, TX
75234 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require
consulting services relating to management, strategic planning
and marketing in connection with its business; and
WHEREAS, Consultant can provide the Company with strategic
planning and marketing consulting services and is desirous of
performing such services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to
render services to the Company as a consultant upon the terms and
conditions hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of
this Agreement, and shall terminate on April 30, 2002 unless
earlier terminated in accordance with paragraph 7 herein or
extended as agreed to between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide
advice to, undertake for and consult with the Company concerning
management, marketing, consulting, strategic planning, corporate
organization and structure, financial matters in connection with
the operation of the businesses of the Company, expansion of
services, acquisitions and business opportunities, and shall
review and advise the Company regarding its overall progress,
needs and condition. Consultant agrees to provide on a timely
basis the following enumerated services plus any additional
services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
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(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote the
image of the Company and its products and services;
(c) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business
acquisitions and advice with regard to the ongoing managing and
operating of such acquisitions upon consummation thereof.
(d) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans,
institutional loans, private debt funding, mezzanine financing,
blind pool financing and other preferred and common stock private
or public financing.
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans,
institutional loans, private debt funding, mezzanine financing,
blind pool financing and other preferred and common stock equity
private or public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely
basis, with all approved data and information about it, its
subsidiaries, its management, its products and services and its
operations as shall be reasonably requested by Consultant, and
shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant
to this paragraph. The Company shall promptly supply Consultant
with full and complete copies of all financial reports, all
fillings with all federal and state securities agencies; with
full and complete copies of all stockholder reports; with all
data and information supplied by any financial analyst, and with
all brochures or other sales materials relating to its products
or services.
5. COMPENSATION.
The Company will immediately grant Consultant the option to
purchase 150,000 shares of the Company's Common Stock at $1.25
per share, which options shall expire on April 30, 2002 at 5:00
P.M. P.S.T. Consultant in providing the foregoing services,
shall be reimbursed for any pre-approved out-of-pocket costs,
including, without limitation, travel, lodging, telephone,
postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
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The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material
information and data which it supplies to Consultant and
acknowledges its awareness that Consultant will rely on such
continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the
absence of notice in writing from the Company will rely on the
continuing accuracy of material, information and data supplied by
the Company. Consultant represents that he has knowledge of and
is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
Termination: This Agreement may be terminated by either Party
upon written notice to the other Party for any reason which shall
be effective five (5) business days from the date of such notice.
This Agreement shall be terminated immediately upon written
notice for material breach of this Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter
hereof. This Consulting Agreement may be amended only in
writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder
shall be in writing and shall be mailed or otherwise delivered in
person or by facsimile transmission at the address of such Party
set forth above or to such other address or facsimile telephone
number as the Party shall have furnished in writing to the other
Party.
Waiver: Any waiver by either Party of a breach of any provision
of this Consulting Agreement shall not operate as or be construed
to be a waiver of any other breach of that provision or of any
breach of any other provision of this Consulting Agreement. The
failure of a Party to insist upon strict adherence to any term of
this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter
to insist upon adherence to that term of any other term of this
Consulting Agreement.
Assignment: The Options under this Agreement are assignable at
the discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is
invalid, illegal, or unenforceable, the balance of this
Consulting Agreement shall remain in effect, and if any provision
is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and
circumstances.
-7-
Disagreements: Any dispute or other disagreement arising from or
out of this Consulting Agreement shall be submitted to
arbitration under the rules of the American Arbitration
Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in Orange County, CA. The
interpretation and the enforcement of this Agreement shall be
governed by California Law as applied to residents of the State
of California relating to contracts executed in and to be
performed solely within the State of California. In the event
any dispute is arbitrated, the prevailing Party (as determined by
the arbiter(s)) shall be entitled to recover that Party's
reasonable attorney's fees incurred (as determined by the
arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed
by the Parties as of the date first above written.
Rhino Enterprises Group, INC. CONSULTANT
/s/ Robert W. Moehler /s/David Livingston
Robert W. Moehler, President David Livingston
Exhibit 4.1 ( c )
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of
May 1, 2001, by and between Jay Chung, 2791 W. MacArthur Blvd., #
168, Santa Ana, CA 92704, ("Consultant") and Rhino Enterprises
Group, Inc. with offices at 2925 LBJ Freeway, Suite 188, Dallas,
TX 75234 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require
consulting services relating to management, strategic planning
and marketing in connection with its business; and
WHEREAS, Consultant can provide the Company with strategic
planning and marketing consulting services and is desirous of
performing such services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter stated, it is agreed as follows:
-8-
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to
render services to the Company as a consultant upon the terms and
conditions hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of
this Agreement, and shall terminate on April 30, 2002, unless
earlier terminated in accordance with paragraph 7 herein or
extended as agreed to between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide
advice to, undertake for and consult with the Company concerning
management, marketing, consulting, strategic planning, corporate
organization and structure, financial matters in connection with
the operation of the businesses of the Company, expansion of
services, acquisitions and business opportunities, and shall
review and advise the Company regarding its overall progress,
needs and condition. Consultant agrees to provide on a timely
basis the following enumerated services plus any additional
services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote the
image of the Company and its products and services;
(c) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business
acquisitions and advice with regard to the ongoing managing and
operating of such acquisitions upon consummation thereof.
(d) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans,
institutional loans, private debt funding, mezzanine financing,
blind pool financing and other preferred and common stock private
or public financing
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely
basis, with all approved data and information about it, its
subsidiaries, its management, its products and services and its
-9-
operations as shall be reasonably requested by Consultant, and
shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant
to this paragraph. The Company shall promptly supply Consultant
with full and complete copies of all financial reports, all
fillings with all federal and state securities agencies; with
full and complete copies of all stockholder reports; with all
data and information supplied by any financial analyst, and with
all brochures or other sales materials relating to its products
or services.
5. COMPENSATION.
The Company will immediately grant Consultant the option to
purchase 100,000 shares of the Company's Common Stock with the
exercise price at $01.25 per share, which option shall expire on
April 30, 2002 at 5:00 P.M. P.S.T. The number of shares herein
are subject to the anti-dilution provisions of the corresponding
warrant which is being issued in conjunction with this Agreement.
Consultant in providing the foregoing services, shall be
reimbursed for any pre-approved out-of-pocket costs, including,
without limitation, travel, lodging, telephone, postage and
Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material
information and data which it supplies to Consultant and
acknowledges its awareness that Consultant will rely on such
continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the
absence of notice in writing from the Company, will rely on the
continuing accuracy of material, information and data supplied by
the Company. Consultant represents that he has knowledge of and
is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
Termination: This Agreement may be terminated by either Party
upon written notice to the other Party for any reason which shall
be effective five (5) business days from the date of such notice.
This Agreement shall be terminated immediately upon written
notice for material breach of this Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter
hereof. This Consulting Agreement may be amended only in
writing signed by both Parties.
-10-
Notices: Any notice required or permitted to be given hereunder
shall be in writing and shall be mailed or otherwise delivered in
person or by facsimile transmission at the address of such Party
set forth above or to such other address or facsimile telephone
number as the Party shall have furnished in writing to the other
Party.
Waiver: Any waiver by either Party of a breach of any provision
of this Consulting Agreement shall not operate as or be construed
to be a waiver of any other breach of that provision or of any
breach of any other provision of this Consulting Agreement. The
failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions
will not be considered a waiver or deprive that Party of the
right thereafter to insist upon adherence to that term of any
other term of this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at
the discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is
invalid, illegal, or unenforceable, the balance of this
Consulting Agreement shall remain in effect, and if any provision
is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and
circumstances.
Disagreements: Any dispute or other disagreement arising from or
out of this Consulting Agreement shall be submitted to
arbitration under the rules of the American Arbitration
Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in Orange County, CA. The
interpretation and the enforcement of this Agreement shall be
governed by California Law as applied to residents of the State
of California relating to contracts executed in and to be
performed solely within the State of California. In the event
any dispute is arbitrated, the prevailing Party (as determined by
the arbiter(s)) shall be entitled to recover that Party's
reasonable attorney's fees incurred (as determined by the
arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed
by the Parties as of the date first above written.
Rhino Enterprises Group, Inc. CONSULTANT
/s/ Robert W. Moehler /s/ Jay Chung
Robert W. Moehler, President Jay Chung
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