Exhibit 4.1 (a)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made
as of August 27, 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 August 26, 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 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.
5. COMPENSATION.
The Company will immediately grant Consultant the option to
purchase 175,000 shares of the Company's Common Stock with an
exercise price at $1.00 per share, which option shall expire on
August 26, 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 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 August 27, 2001 by and between Josh Weinfeld, 12 Louisburg
Square, Lakewood, NJ 08701, ("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 August 26, 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.
(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 75,000 shares of the Company's Common Stock at $0.50 per
share, which options shall expire on August 26, 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.
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.
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/Josh Weinfeld ---
- ------------------ -----------------
Robert W. Moehler,President Josh Weinfeld
Exhibit 4.1 ( c )
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made
as of August 27, 2001, by and between Rebecca Wilson, 2961 W.
MacArthur Blvd., # 120, 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:
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 August 26, 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 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 $1.00 per share, which option shall expire on
August 26, 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 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/ Rebecca Wilson
- --------------------- ------------------
Robert W. Moehler President Rebecca Wilson
Exhibit 4.1 ( d )
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made
as of August 27, 2001, by and between Robert Dietrich, 11
Hickory, Irvine, CA 92614, ("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 August 26, 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 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 $1.00 per share, which option shall expire on
August 26, 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 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/ Robert Dietrich
- --------------------- -------------------
Robert W. Moehler President Robert Dietrich
Exhibit 4.1 ( e )
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of
August 27, 2001, by and between Brian Jue, 1198 D Pacific Coast
Highway, Seal Beach, CA 92740, ("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 August 26, 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 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 $0.50 per share, which option shall expire on
August 26, 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 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/ Brian Jue ---
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Robert W. Moehler President Brian Jue