Exhibit 4.1
INDEPENDENT CONTRACTOR AGREEMENT
This
Independent Contractor Agreement ("Agreement") is made and
effective
this 8th day of August 2004, by and between
Jeffrey Revell-Reade ("Consultant")
and Multi-Tech International, Corp., a
Nevada 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 Seventeen Million
(17,000,000) shares of common stock
("Shares"). Within 30 days after the
completion of such a merger, the Company
shall file a registration statement on Form
S-8 and the Consultant shall have
the right to register Eight Million
(8,000,000) of the Shares pursuant to that
registration statement.
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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 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
