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
