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Exhibit 4.1
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made and
effective
this 27th day of July 2004, by and between Barry Russell
("Consultant") and
Global Wireless Satellite Networks (USA), Inc., a Delaware
corporation
("Company")
WHEREAS, Company desires to engage Consultant to perform certain
services
for the Company, pursuant to the terms and conditions stated in
this Agreement,
and
WHEREAS, Consultant desires to perform certain services for
Company,
pursuant to the terms and conditions stated herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises
and covenants herein contained, the parties agree as
follows:
1. Services to be Performed. Company desires that Consultant
perform, and
Consultant agrees to perform the following services for the
Company in the
indicated capacities:
o Actively attempt to locate a suitable merger candidate as well
as analyze
and perform proper due diligence functions through consummation
of such
transaction. In the event that Company identifies such a
candidate,
Consultant shall assist Company in the foregoing functions, at
no
additional expense to the Company, in order to consummate such
merger.
Consultant shall spend no less than 10 hours per month
performing the
duties enumerated herein.
2. Consultant's Performance. All work done by Consultant shall
be of the highest
professional standard and shall be performed to Company's
reasonable
satisfaction.
3. Status. Consultant's status under this Agreement shall be
that of an
independent consultant, and not that of an agent or employee.
Consultant
warrants and represents that he has complied with all federal,
state and local
laws regarding business permits and licenses that may be
required for him to
perform the work as set forth in this Agreement.
4. Terms of Compensation. In the event Consultant successfully
performs all
services found in Section 1 of this Agreement, Company shall
compensate
Consultant by issuing him One Percent (1%) of all shares issued
as a result of
the potential merger transaction found in Section 1 of this
Agreement ("Merger
Transaction") with a maximum of One Million (1,000,000)
restricted shares
("Shares"). For a period of six months following the date of the
Merger
Transaction, Consultant shall have customary anti-dilution
rights to the extent
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the Company sells or issues shares of common stock for per share
value less than
the per share value determined in the Merger Transaction. If the
Company at any
time subsequent to the one year anniversary of this Agreement,
proposes to
register any of its securities under the Securities Act, on any
form other than
Form S-4 or any similar form then in effect, it shall each such
time give
written notice to Consultant of its intention so to do and, upon
the written
request of Consultant given within 20 days after the giving of
any such notice
the Company shall use its best efforts to cause all such shares
of common stock
to be included under the proposed registration for disposition
by Consultant.
The Company shall use its best efforts to maintain the
effectiveness of such
registration statement for a period of three years. Further, in
the event that
Company files a registration statement on Form S-8 prior to July
23, 2005,
Consultant shall have the right to register that number of
Shares equal to
Fifteen Percent (15%) of the total shares issued pursuant to
that registration
statement.
5. Reimbursement of Expenses. Company shall reimburse Consultant
for reasonable
monthly expenses provided the expenses are documented in writing
by Consultant
to the satisfaction of the Company.
6. Termination. This Agreement may be terminated at anytime by
Consultant during
the term hereof with 90 days written notice. Further, this
Agreement may be
terminated by the Company for Cause (as that term is defi
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