Exhibit 4.4
NON-EMPLOYEE DIRECTOR AGREEMENT
This Non-Employee Director Agreement (the "Agreement") executed
this
19th day of May, 2004, is by and between
maxxZone.com, Inc., a Nevada
corporation (the "Company"), and Stephen J.
Careaga (the "Director") is made in
consideration of the mutual promises made
herein and set forth as follows:
ARTICLE 1.
TERM OF AGREEMENT
1.1
This Agreement will become effective on May 19, 2004, and will
continue in effect for a term of three (3)
months, until August 19, 2004, unless
it is terminated as provided in Article 6,
below.
ARTICLE 2.
SERVICES TO BE PERFORMED BY DIRECTOR
2.1 Services. Director agrees to serve on the Board of Directors of
the
Company for the Term of this Agreement.
2.2 Method of Performing Services. Director will determine the
method,
details, and means of performing the
above-described services. Director may
perform the Services under this Agreement
at any suitable time and location of
Director's choice, however the Director
shall make himself available to the
Company as set forth in Section 4.3.
2.3 Status of Director. Director is and shall remain a non-employee
of
the Company. Director and any agents or
employees of Director shall not act as
an officer or employee of Company. Director
has no authority to assume or create
any commitment or obligation on behalf of,
or to bind, Company in any respect in
an individual capacity.
ARTICLE 3.
COMPENSATION
3.1 Share Fee. As compensation under this Agreement, the Director
will
receive at the Director's election and
option, one million (1,000,000) shares
Company's Common Stock, $0.001 par value
(the "Shares"). The Shares shall be
registered pursuant to Section 5 of the
Securities Act of 1933, as amended,
under on Securities and Exchange Commission
Form S-8.
3.2 Payment of Expenses. Director shall be responsible for his
normal
and customary overhead business expenses
incurred in performing services under
this Agreement, including without
limitation, telephone, facsimile, postage,
photocopying, supplies, rent, and
insurance. Travel expenses and other
extraordinary expenses in relation to the
Company shall require the Director to
obtain the prior written approval of
Company.
ARTICLE 4.
OBLIGATIONS OF DIRECTOR
4.1 Non-Exclusive Relationship. Company acknowledges and agrees
that
the relationship with Director is
non-exclusive and Director may represent,
perform services for, and contract with, as
many additional Companies, persons
or companies as Director in Director's sole
discretion sees fit.
4.2 Director's Qualifications. Director represents and warrants
that
Director has the qualifications and skills
necessary to perform the services
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under this Agreement in a competent and
professional manner, and is able to
fulfill the requirements of this Agreement.
Director shall comply with all
applicable federal, state and local laws in
the performance of its obligations
hereunder, and all materials used by
Director in fulfilling its obligations
under this Agreement shall not infringe
upon any third party copyright, patent,
trade secret or other proprietary right.
Director acknowledges and agrees that
failure to perform all the services
required under this agreement constitutes a
material breach of the Agreement.
4.3 Availability of Director. Director acknowledges and agrees that
a
material consideration of this Agreement is
that Director be in charge of all
services rendered to Company under this
Agreement. Further, that the
availability of the Director be the
equivalent of one (1) regular business day
per month and that the unavailability of
such services shall constitute a
material breach of this Agreement. Should
Company not avail itself of Director's
services, from one week to the next, such
availability will not be accumulated
without Director's express approval.
4.4 Indemnity. Director agrees to indemnify, defend, and hold
Company
free and harmless from all claims, demands,
losses, costs, expenses,
obligations, liabilities, damages,
recoveries, and deficiencies, including
interest, penalties, attorneys' fees, and
costs, including without limitation
expert witnesses' fees, that Company may
incur as a result of a breach by
Director of any representation or agreement
contained in this Agreement.
4.5 Assignment. Neither this Agreement nor any duties or
obligations
under this Agreement may be assigned by
Director without the prior written
consent of Company.
ARTICLE 5.
OBLIGATIONS OF COMPANY
5.1 Compliance with Requests. Company agrees to comply with all
reasonable requests of Director necessary
to the performance of Director's
duties under this Agreement.
5.2 Place of Work. Company agrees to furnish an office for Director
on
Company's premises for use by Director from
time-to-time when visiting the Las
Vegas or Orlando areas to facilitate his
performance of the above-described
services.
5.3 Company Provided Info
