Exhibit 4.1
CONSULTING AGREEMENT
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This Agreement is entered into and is effective this twenty-seventh day of
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February, 2003 is by and between AuGrid Corporation., having its principle place
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of business at 2275 East 55th St., Cleveland Ohio, (the "Company"), and
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Greenbridge Management Inc., having its principle place of business at 841
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Beckman Dr., Bellmore, New York 11710, (the "Consultant").
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WHEREAS the Company desires to retain Consultant to provide services which
are related to implementing the Company's business plan.
1. The Company hereby retains Consultant to render certain
advisory services described below, which shall be rendered by Consultant without
any direct supervision by the Company and at such time and place and in such
manner (whether by conference, telephone, letter or otherwise) as Consultant may
determine.
a) Consulting Services. Consultant will provide such
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consulting services and advice pertaining to the Company's business affairs
as the Company may from time to time reasonably request. Without limiting the
generality of
the foregoing, Consultant will assist the Company in developing a strategic plan
to initiate. The Consultant will also assist in studying and
evaluating financing, merger and acquisition proposals, prepare reports thereon
when advisable, and assist in negotiations and discussions pertaining thereto.
b) Mergers and Acquisitions. Consultant will assist in
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identifying other companies in similar or related businesses
which might enter into joint ventures with the Company or which could merge
their businesses advantageously with those of the Company. Consultant will
assist in formal negotiations and valuations relative to such mergers or
combinations.
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2. The Term of this Agreement shall be six months from the date herein. At
the end of the six-month period, or upon termination of agreement, each party
will be relieved of any further obligation of performance to the other;
provided, however, that all obligations of confidentiality, non-disclosure and
non-competition will continue in full force and effect for one (1) year from the
effective date of termination. If this agreement shall be terminated prior to
the end of the Term, the Consultant shall not, in any event, be liable to return
any pre-payment. The parties hereby agree that any pre-payment is made and
shall be in consideration of Consultant's agreement to expend time, effort and
energy on behalf of Company to the exclusion of other clients.
3. The Company hereby agrees to provide the Consultant with the documents
and the information enumerated below. The Consultant agrees that it shall keep
all such information and the contents of such documents confidential and shall
utilize such information and/or documents that Company shall provide are:
a) all of the Company's current filings with the SEC or
other regulatory bodies with jurisdiction over the
Company's activities;
b) copies of any meetings of the Company's shareholders,
directors or committees of its board of directors;
c) the Company's current audited financial statement and
any unaudited financial statements produced currently
by the Company's auditors; and
d) all public releases of information.
4. Anything to the contrary notwithstanding, in the event the Company shall
make any materially false filing or representation to any regulatory authority
of competent jurisdiction, or to the Consultant or to the public, the Consultant
may terminate this Agreement, for cause upon three (3) days written notice.
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5. Upon the expiration of the Term, this Agreement shall
automatically renew for a subsequent six month term, unless either
party shall notify the other at least thirty days prior to expiration.
6. Confidentiality. Except in the course of the performance
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of its duties hereunder, Consultant agree that they shall not disclose
any trade secrets, know-how, or other proprietary information not in
the public domain learned as a result of this Agreement unless and
until such information becomes generally known. Furthermore, for one (1) year
following the termination of this Agreement whether by expiration of the Term or
earlier termination, consultant will not disclose any proprietary information or
materials relative to the Company to any other party, except in the furtherance
of performing the Services.
7. Litigation Expenses. If any action is brought by either party
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to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorney's fees, costs and disbursements in addition
to any other relief to which it may be entitled.
8. Notices. Any notice, request, demand or other communi-
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cation required or permitted hereunder shall be deemed to be properly given when
personally served in writing or when deposited in the United States mail,
postage prepaid, addressed to the other party.
9. Governing Law. This Agreement is made and shall be
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governed and construed in accordance with the laws of the State of Ohio.
10. Assignment and Termination. This Agreement shall not be
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assignable by any party except to successors to all or substantially all of the
business of either party for any reason whatsoever without the prior written
consent of the other party, which consent may be arbitrarily withheld by the
party whose consent is required.
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11. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but
all of which together shall constitute a single document.
In consideration of the Services provided by the Consultant, the Company
agrees to pay to the Consultant 1,500,000 shares of freely tradable common
stock, which shall be transferred to the Consultant within five business days
from the date of this agreement.
IN WITNESS WHEREOF, the parties hereto have executed that
Agreement as of the day and year set forth above.
By ______________________________
AuGrid Corporation
By_______________________________
Greenbridge Management Inc.
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