EXHIBIT 4.1
CONSULTING SERVICES CONTRACT
This consulting services agreement ("Consulting Agreement") is made as
of this _____ day of September, 2003, by and between JAMES J. VOGEL ("Vogel "),
a an individual, and Victor Industries Inc. (the "Company"), an Idaho
Corporation with Vogel and the Company collectively sometimes herein referred to
as the "Parties". The Parties hereto, for ten (10) dollars and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:
WHEREAS, the Company is a fully reporting company whose securities are
traded on the Over-the-Counter Bulletin Board under the ticker symbol "VICI";
and
WHEREAS, Vogel are in the business of consulting with private and
public companies regarding issues of business development, management
reorganization, financial forecasts and projections, and merger and acquisition
strategies; and WHEREAS, the Company wishes to retain Vogel as non-exclusive
corporate consultants; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain Vogel to provide general
corporate consulting services which may include, but not be limited to: assist
with the development and successful execution of the Company's strategic
business plans, increase sales through the use of various media and by
implementing a marketing plan. Vogel shall agree to make available qualified
personnel for the foregoing purposes and devote such business time and attention
thereto as it shall determine is required.
The Company understands that any and all suggestions, opinions or
advice given to the Company by Vogel are advisory only and the ultimate
responsibility, liability and decision regarding any actions taken or decisions
made lies solely with the Company and not with Vogel .
2. Term. The term of this Consulting Agreement shall be for a period of
one year from the date hereof (the "Term").
3. Compensation. As compensation for entering into this Consulting
Agreement and for services rendered over the Term, Vogel shall be issued a total
of seven million shares of the Company's common stock registered on Form S-8.
4. Arbitration. The parties hereby agree that any and all claims
(except only for requests for injunctive or other equitable relief) whether
existing now, in the past or in the future as to which the parties or any
affiliates may be adverse parties, and whether arising out of this Consulting
Agreement or from any other cause, will be resolved by arbitration before the
American Arbitration Association within the State of fFlorida. The parties
hereby irrevocably consent to the jurisdiction of the American Arbitration
Association and the situs of the arbitration (and of any action for injunctive
or other equitable relief) within the State of Florida. Any award in arbitration
may be entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards. The law applicable to the arbitration and this
Consulting Agreement shall be that of the State of Florida, determined without
regard to its provisions which would otherwise apply to a question of conflict
of laws.
5.1 Assignment. This Agreement is not transferable or assignable.
5.2 Execution and Delivery of Agreement. Each of the parties shall be
entitled to rely on delivery by fax transmission of an executed copy of this
agreement by the other party, and acceptance of such fax copies shall create a
valid and binding agreement between the parties.
5.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be considered
in construing this agreement.
5.4 Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
5.5 Entire Agreement. This agreement constitutes the entire agreement
and understanding between the parties with respect to the subject matters herein
and supersedes and replaces any prior agreements and understandings, whether
oral or written, between them with respect to such matters.
5.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
VICTOR INDUSTRIES INC.
By: /s/ Dave Boulter
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Name: Dave Boulter
Title: Secretary
AGREED AND ACCEPTED
By: /s/ James Vogel
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JAMES VOGEL
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