Exhibit 4.1
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made and
effective this 14th day of February 2004,
by and between Benjamin Mauerberger
("Consultant") and New England Acquisitions
Inc., a Florida 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 Locate a suitable
merger partner for the Company and consult on all
aspects of such Merger.
o Locate and advise
Company on the hiring of senior management
personnel.
o Develop and implement
Company's early stage growth initiatives.
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 Four Million
(4,000,000) shares of unrestricted common
stock as registered by a registration
statement on Form S-8.
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
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terminated by the Company for Cause (as
that term is defined below) with 90 days
written notice. In the event Company
dismisses Consultant for Cause then
Company's obligations to Consultant shall
be limited to the compensation earned
up to the date of Consultant's termination
for Cause.
(a)
Definition of
Cause. "Cause" shall mean:
(i) any action
by Consultant which constitutes dishonesty relating
to Company, a willful violation of law (other than traffic
offenses and similar minor offenses) or a fraud against
Company;
(ii) Consultant is
charged by indictment for, is convicted of or
pleads guilty to a felony or other crime;
(iii) misappropriation of Company's funds or assets by
Consultant
for his personal gain;
(iv) willful
misconduct by Consultant relating to Company,
including, without limitation, willful failure to perform
stated duties or to follow legitimate directions of his
superiors;
(v) the
continual or frequent possession by Consultant of an
illegal substance or abuse by Consultant of a controlled
substance or alcohol resulting in a pattern of behavior
disruptive to the business operati
