Noble Consolidated Industries Corp – ‘S-8’ on 1/7/02 – EX-4

On:  Monday, 1/7/02   ·   Effective:  1/7/02   ·   Accession #:  1079372-2-3   ·   File #:  333-76358

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7     32K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4        Consulting Agreement                                   4     16K 
 3: EX-5        Legal Opinion                                          2     10K 
 4: EX-23       Consent of Experts                                     1      6K 

EX-4   —   Consulting Agreement

EX-4
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Exhibit 4.1                                                                     

CONSULTING SERVICES CONTRACT      
WITH MR. J MICHAEL KING       

This consulting services agreement ("Consulting Agreement") is made as of       
this 2nd day of January, 2002,                                                  

Between:                                                                        

Mr. J. Michael King                                                             
3887 Pacific Street                                                             
Las Vegas, Nevada  89121                                                        

(hereinafter referred to as "King" or "Consultant")                             

And:                                                                            

Barrington Foods International, Inc., 2279 Segundo Ct. Suite 4, Pleasanton,     
CA  94588; (referred to herein as the "Company" or "Issuer"),                   

King and Company collectively sometimes herein referred to as the               
"Parties".  The Parties hereto, for the sum of Ten ($10.00) Dollars and         
other good and valuable consideration the receipt and sufficiency of which      
is hereby acknowledged, hereby agree as follows:                                

WHEREAS the Company is a fully reporting company whose securities are traded    
on the Over-the-Counter Bulletin Board under the ticker symbol "BFII";          

AND WHEREAS King, a consultant, and business strategist, who is in the          
business of developing new markets and obtaining contracts for the sales of     
food products;                                                                  

AND WHEREAS the Company wishes to retain King as a non-exclusive                
corporate consultant.                                                           

IT IS, THEREFORE AGREED that:                                                   

1.  Services.                                                                   

The Company shall retain King to provide general corporate consulting           
services which may include, but not be limited to:                              

o   assistance in opening new channels of distribution for the Company's        
products;                                                               

o   assistance in developing business opportunities for the Company;            

o   assistance in negotiating business opportunities for Company's              
product line;                                                           

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o  assistance concerning strategic planning regarding business matters          
to obtain wider distribution for the Company's products, and              

o  such other related business on such matters as may be agreed between         
the Parties from time to time                                             

King shall agree to make available qualified personnel for the                  
foregoing purposes and devote such business time and attention thereto          
as it shall determine is required.                                              

The Company understands that any and all suggestions, opinions or advice        
given to the Company by King are advisory only and the ultimate                 
responsibility, liability and decision regarding any action(s) taken or         
decisions made lies solely with the Company and not with King.                  

2.  Term.                                                                       

The term of this Consulting Agreement shall be for a period of one year         
from the date hereof (the "Term").                                              

3.  Compensation.                                                               

As compensation for entering into this Consulting Agreement and for             
services rendered over the Term, the Issuer agrees to issue to King and King    
agrees to accept from Issuer, as compensation for the Consulting                
Services, four hundred seventy-five thousand (475,000) shares of the            
Company's common stock, par value $.001 per share.  The Company hereby          
agrees to register the shares of common stock underlying the above              
referenced common stock on a Form S-8 registration statement.                   

4.  Arbitration.                                                                

The parties hereby agree that any and all claims (except only for requests      
for injunctive or other equitable relief) whether existing now, in the past     
or in the future as to which the parties or any affiliates may be adverse       
parties, and whether arising out of this Consulting Agreement or from any       
other cause, will be resolved by arbitration before the American Arbitration    
Association within the State of Nevada. The parties hereby irrevocably          
consent to the jurisdiction of the American Arbitration Association and the     
situs of the arbitration (and of any action for injunctive or other             
equitable relief) within the State of Nevada.  Any award in arbitration         
may be entered in any domestic or foreign court having jurisdiction over        
the enforcement of such awards.  The law applicable to the arbitration and      
this Consulting Agreement shall be that of the State of Nevada, determined      
without regard to its provisions which would otherwise apply to a question      
of conflict of laws.                                                            

5. Issuers Representations and Warranties.                                      

Issuer hereby represents and warrants to Consultant that:                       

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5.1  Authority. The individual executing and delivering this agreement on       
Issuer's behalf has been duly authorized to do so, the signature of such        
individual is binding upon Issuer, and Issuer is duly organized and             
subsisting under the laws of the jurisdiction in which it was organized.        

5.2  Enforceability. Issuer has duly executed and delivered this agreement      
and (subject to its execution by Consultant) it constitutes a valid and         
binding agreement of Issuer enforceable in accordance with its terms            
against Issuer, except as such enforceability may be limited by principles      
of public policy, and subject to laws of general application relating to        
bankruptcy, insolvency and the relief of debtors and rules of law               
governing specific performance, injunctive relief or other equitable            
remedies.                                                                       

5.3 Capitalization.  Issuer has no outstanding capital stock other than         
common stock as of the date of this agreement.  Issuer is authorized to         
issue 475,000 Shares of Common Stock, of which 6,080,000 shares are             
issued and outstanding.  All of Issuer's outstanding Shares of Common Stock     
have been duly and validly issued and are fully paid, nonassessable and not     
subject to any preemptive or similar rights; and the Shares have been duly      
authorized and, when issued and  delivered to Consultant as payment for         
services rendered as provided by this agreement, will be validly issued,        
fully paid and nonassessable, and the issuance of such Shares will not be       
subject to any preemptive or similar rights.                                    

6.  Miscellaneous.                                                              

6.1  Assignment. This Agreement is not transferable or assignable.              

6.2  Execution and Delivery of Agreement. Each of the parties shall be          
entitled to rely on delivery by fax transmission of an executed copy of         
this agreement by the other party, and acceptance of such fax copies shall      
create a valid and binding agreement between the parties.                       

6.3  Titles. The titles of the sections and subsections of this agreement       
are for the convenience of reference only and are not to be considered in       
construing this agreement.                                                      

6.4  Severability. The invalidity or unenforceability of any particular         
provision of this agreement shall not affect or limit the validity or           
enforceability of the remaining provisions of this agreement.                   

6.5  Entire Agreement. This agreement constitutes the entire agreement          
and understanding between the parties with respect to the subject matters       
herein and supersedes and replaces any prior agreements and understandings,     
whether oral or written, between them with respect to such matters.             

6.6  Counterparts. This Agreement may be executed in any number of              
counterparts, each of which shall be an original, but all of which together     
shall constitute one and the same instrument.                                   

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement        
as of the date first above mentioned.                                           

          BARRINGTON FOODS INTERNATIONAL, INC.

By:  /s/  Rendal Williams 
 ---------------------------
    Rendal Williams, CEO

AGREED AND ACCEPTED                                                             

By: /s/ J. Michael King                                                         
--------------------------                                                      
J. Michael King                                                                 
3887 Pacific Street                                                             
Las Vegas, Nevada  89121                                                        

475,000 Shares.  Number of Shares to be issued                                  
to J. Michael King pursuant to this agreement.                                  

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