CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
25th day of October, 1999, among Unistone, Inc., a Delaware corporation
("Unistone"); and the following individuals who have executed and delivered this
Plan by the execution and delivery of the Counterpart Signature Pages which are
designated as Exhibits "A" through "D" hereof: Xxxxxx X. Xxxxxx; Xxxxxxx
Xxxxxxxxxxxxx; Xxxxx X. Xxxxxx; and Xxxxxxx X. Xxxxxxxxxx, Esq.
(collectively, the "Consultants").
WHEREAS, the Board of Directors of Unistone has adopted a written
compensation agreement for compensation of four individual Consultants who are
natural persons; and
WHEREAS, Unistone has engaged the Consultants to provide
services at the request of and subject to the satisfaction of its management;
and
WHEREAS, the Consultants have provided services at the request
and subject to the approval of the management of Unistone; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultants and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages and
exhibits thereto; and
WHEREAS, Unistone and the Consultants intend that this Plan and
the services performed hereunder shall be made, requested and performed in such
a manner that this Plan shall be a "written compensation agreement" as defined
in Rule 405 of the Securities and Exchange Commission ("Commission") pursuant to
which Unistone may issue "freely tradeable" shares (except as may be limited by
"affiliate" status) of its common stock as payment for services rendered
pursuant to an S-8 Registration Statement to be filed with the Commission by
Unistone;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Unistone hereby employs the Consultants and the
consultants hereby accept such employment, and have and will perform the
services requested by management of Unistone to its satisfaction during the term
hereof. The services performed by the Consultants hereunder have been and will
be personally rendered by the Consultants, and no one acting for or on behalf of
the Consultants, except those persons normally employed by the consultants in
rendering services to others, such as secretaries, bookkeepers and the like.
1.2 Independent Contractors. Regardless of the Consultants' status as
"employees" under Rule 405 of the Commission, all services rendered by the
Consultants hereunder have been rendered as independent contractors, and the
Consultants shall be liable for any FICA taxes, withholding or other similar
taxes or charges, and the Consultants shall indemnify and hold Unistone harmless
therefrom; it is understood and agreed that the value of all such items has been
taken into account by the Consultants in computing the billable rate for the
services the Consultants have rendered and agreed to render to Unistone.
1.3 Term. All services performed at the request of Unistone by the
Consultants shall have been performed within 120 days from the date hereof, at
which time this Plan shall terminate, unless otherwise provided herein;
provided, however, this Plan may be extended for an additional 120 day period by
written agreement of Unistone and any of the Consultants.
1.4 Payment. Unistone and the Consultants agree that Unistone shall
pay the invoices of the Consultants for the services performed under this Plan
by the issuance of shares of its common stock at a price of $0.001 per share;
provided, however, such shares of common stock shall be issued pursuant to and
shall be subject to the filing and effectiveness of a Registration Statement on
Form S-8 covering such shares with the Commission.
1.5 Invoices for Services. On the completion of rendering the services
performed by the Consultants hereunder, each of the Consultants shall provide
Unistone with a written invoice detailing the services duly performed. Such
invoice shall be paid by Unistone in accordance with Section 1.4 above, subject
to (i) the satisfaction of the management of Unistone that the
services have been performed, and to the extent performed, that the performance
was in a satisfactory manner. The submission of an invoice for the services
performed by each of the Consultants shall be deemed to be a subscription by the
respective Consultants to purchase shares of common stock of Unistone at the
price outlined in Section 1.4 above, subject only to the filing and
effectiveness of a Registration Statement on Form S-8 covering such shares with
the Commission.
1.6 Common Stock Price. To the extent deemed required or necessary and
for all purposes of this Plan, the Consultants shall have an "option" covering
such shares of common stock at the per share price set forth in paragraph 1.4
above during the term hereof; the Consultants assume the risk of any decrease in
the per share price or value of the shares of common stock of Unistone that may
be issued by Unistone for services performed by the Consultants hereunder, and
the Consultants agree that any such decrease shall in no way affect the rights,
obligations or duties of the Consultants hereunder.
1.7 Limitation on Services. None of the services rendered by the
Consultants and paid for by the issuance of shares of common stock of Unistone
shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for services
actually performed by the respective Consultants, and duly verified to the
satisfaction of Unistone, and subject to the filing and effectiveness of a
Registration Statement on Form S-8 of the Commission covering such shares, one
or more stock certificates representing such shares shall be delivered to the
respective Consultants at the addresses listed on the Counterpart Signature
Pages, unless another address shall be provided to Unistone in writing prior to
the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and Price Per
Share. Unistone and the Consultants agree that the per share price of shares of
common stock that may be issued by Unistone to the Consultants for services
performed under this Plan has been arbitrarily set by Unistone; however, in the
event Unistone shall undergo a merger, consolidation, reorganization, or
recapitalization other, declare a stock dividend of its shares of common stock
or cause to be implemented a forward or reverse stock split which affects the
present number of issued and outstanding shares of common stock of Unistone
prior to the issuance of shares to the Consultants, that the per share price and
the number of shares issuable to the Consultants for services actually rendered
hereunder after such event shall be appropriately adjusted to reflect any such
event.
1.10 Effective Date. The Effective Date of the Plan for each of the
Consultants shall be the date set forth on the respective Counterpart Signature
Pages.
1.11 Conditions. The Plan is subject to the following conditions,
to-wit:
(b) The number of shares of common stock to be issued under the Plan
shall in no event exceed 10% of the total issued and outstanding shares of
common stock of the Company.
Section 2
Representations and Warranties of Unistone
Unistone represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Unistone is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and is licensed or qualified as a foreign corporation in all states in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of Unistone has duly
adopted a Compensation Plan as defined in Rule 405 of the Commission pursuant to
which Unistone may issue "freely tradeable" shares of its common stock as
payment for services rendered, subject to the filing and effectiveness of an S-8
Registration Statement to be filed with the Commission by Unistone.
2.3 Registration Statement on Form S-8. Unistone shall engage the
services of a competent professional to prepare and file a Registration
Statement on Form S-8 with the Commission to cover the shares of common stock to
be issued under the Plan; shall cooperate with such professional in every manner
whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading, and which
Registration Statement shall become effective immediately upon its filing; such
Registration Statement shall be prepared at the sole cost and expense of
Unistone; and Unistone will provide to the Consultants prior to the issuance and
delivery of any such shares of common stock a copy of such Registration
Statement, the Compensation Plan adopted by its Board of Directors, all
quarterly, annual or current reports or other documents incorporated by
reference into such Registration Statement and any other similar reports filed
or publicly disseminated following the effective date of any such Registration
Statement.
2.4 Federal and State Securities Laws, Rules and Regulations. Unistone
shall fully comply with any and all federal or state securities laws, rules and
regulations governing the issuance of any such shares of common stock.
2.5 Limitation on Services. Unistone shall not request the Consultants
to perform any services in connection with any "capital raising" transaction
under this Plan.
2.6 Reports With the Commission. Unistone is required to file reports
with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and Unistone has or will file with the
Commission all reports required to be filed by it forthwith, and shall continue
to file such reports with the Commission so long as required, but for a period
of not less than one year; and such reports are or will be true and correct in
every material respect.
2.7 Corporate Authority and Due Authorization. Unistone has full
corporate power and authority to enter into this Plan and to carry out its
obligations hereunder. Execution of this Plan and performance by Unistone
hereunder have been duly authorized by all requisite corporate action on the
part of Unistone, and this Plan constitutes a valid and binding obligation of
Unistone and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of
Unistone.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, Unistone as follows:
3.1 Employment. Each of the Consultants hereby accepts employment by
Unistone for the services performed pursuant to this Agreement. The services
performed by the Consultants hereunder have been personally rendered by the
Consultants, and no one acting for or on behalf of the Consultants.
3.2 Accredited Investors. Each of the Consultants represents and
warrants that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Unistone, either singly or through the aid and assistance of a competent
professional, and are fully capable of bearing the economic risk of loss of the
total investment of services; further, they are "accredited investors" as that
term is defined under the 1933 Act or the rules and regulations promulgated
thereunder.
3.3 Suitability of Investment. Prior to the execution of this Plan,
each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to Unistone, and the Consultants, singly,
or through the advice of a competent professional, fully believe that an
investment in shares of common stock of Unistone is a suitable investment for
the Consultants.
3.4 Limitation on Services. None of the services rendered by the
Consultants and paid for by the issuance of shares of common stock of Unistone
shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. Each of the Consultants has full
power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants hereunder
constitutes a valid and binding obligation of the Consultants and performance
hereunder will not violate any other agreement to which any of the Consultants
is a party.
Section 4
Indemnity
Unistone and the Consultants agree to indemnify and hold the other
harmless for any loss or damage resulting from any misstatement of a material
fact or omission to state a material fact by the other contained herein or
contained in the S-8 Registration Statement of Unistone to be filed hereunder,
to the extent that any misstatement or omission contained in the Registration
Statement was based upon information supplied by the other.
Section 5
Termination
Prior to the performance of services hereunder, this Plan may be
terminated (1) by mutual consent of Unistone and the respective Consultants in
writing; (2) by either the Directors of Unistone or the respective Consultants
if there has been a material misrepresentation or material breach
of any warranty or covenant by the other party; and (3) shall automatically
terminate at the expiration of the term hereof, provided, however, all
representations and warranties shall survive the termination hereof; provided,
further, however, that any obligation of Unistone to pay for any services
actually rendered by the Consultants hereunder shall survive any such
termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time, after the
execution hereof, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to carry out the
intent and purposes of this Plan.
6.2 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been given if delivered in person or sent
by prepaid first-class registered or certified mail, return receipt requested,
as follows:
If to Unistone: 0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
If to Consultants: The addresses listed on the
Counterpart Signature Pages
6.3 Entire Agreement. This Plan constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
6.4 Headings. The section and subsection headings in this Plan are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern.
6.6 Assignment. Neither Unistone nor the Consultants can assign any
rights, duties or obligations under this Plan, and in the event of any such
assignment, such assignment shall be deemed null and void.
6.7 Counterparts. This Plan may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan effective the
day and year first above written.
Unistone, INC.
By /S/ XXXXXX X. XXXXXX
---------------------------
Xxxxxx X. Xxxxxx, President and Director
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Unistone, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx X. Xxxxxxxxxx, Esq.
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 10/27/99 /S/ XXXXXXX X. XXXXXXXXXX
------ ---------------------
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit A-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 125,000
to Unistone as payment of the option price $125
EXHIBIT A-1
October 26, 1999
Xxxxxxx X. Xxxxxxxxxx
000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Unistone, Inc., a Delaware corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Xx. Xxxxxxxxxx:
As per your request, the following is a list of services I rendered while
serving as a consultant to the Company:
Legal Services, to include:
Consultation with auditors.
Communication with former officers and directors. Review of
all Annual and Quarterly SEC filings, to include: 12/31/98
KSB, 3/31/99 QSB, 6/30/99 QSB, 9/30/98 and 1999 QSB. Review of
all disclosure associated with reverse split, to include:
letter to beneficial shareholders, letter to shareholders,
preliminary and definitive information statements.
I further acknowledge that I have received your letter dated October 26,
1999, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/S/ XXXXXXX X. XXXXXXXXXX
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Unistone, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx Xxxxxxxxxxxxx
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 10-26-99 /S/ XXXXXXX XXXXXXXXXXXXX
------ ---------------------
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit B-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 125,000
to Unistone as payment of the option price $125
EXHIBIT "B-1"
October 26, 1999
Xxxxxxx X. Xxxxxxxxxx
000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Unistone Inc., a Delaware corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Xx. Xxxxxxxxxx:
As per your request, the following is a list of services I rendered while
serving as a consultant to the Company from July 1996 to present:
Traveled to Salt Lake from Idaho for Board of Directors meetings.
Prepared and filed documentation relating to reverse split.
Maintained correspondence with transfer agent.
Assisted in shareholder correspondence.
Reviewed historical records relating to bankruptcy.
I further acknowledge that I have received your letter dated October 26,
1999, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/S/ XXXXXXX XXXXXXXXXXXXX
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Unistone, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxx X. Xxxxxx
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 10/26/99 /S/ XXXXX X. XXXXXX
------ -------------------
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit C-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 125,000
to Unistone as payment of the option price $125
EXHIBIT "C-1"
October 26, 1999
Xxxxxxx X. Xxxxxxxxxx
000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock of
Unistone, Inc., a Delaware corporation (the "Company"), to be registered on
Form S-8 of the Securities and Exchange Commission.
Dear Xx. Xxxxxxxxxx:
As per your request, the following is a list of services I rendered while
serving as a consultant to the Company from September 1998 to present:
Prepared all Annual and Quarterly SEC filings, to include: 12/31/98
KSB, 3/31/99 QSB, 6/30/99 QSB, 9/30/98 and 1999 QSB.
Maintained the corporations books and records.
Communicated with auditor to assist in the preparation of audited
financials.
Correspondence with CUSIP Service Bureau.
Maintained correspondence with the Company's Officers and Board of
Directors.
I further acknowledge that I have received your letter dated October 26,
1999, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/S/ XXXXX X. XXXXXX
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Unistone, Inc. and the undersigned
Consultant is executed as of the date set forth herein below.
Consultant:
Xxxxxx X. Xxxxxx
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 10/26/99 /S/ XXXXXX X. XXXXXX
------ --------------------
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit D-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 125,000
to Unistone as payment of the option price $125
EXHIBIT "D-1"
October 26, 1999
Xxxxxxx X. Xxxxxxxxxx
000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Unistone, Inc., a Delaware corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Xx. Xxxxxxxxxx:
As per your request, the following is a list of services I rendered while
serving as a consultant to the Company from April 1996 to present:
Prepared and mailed letter to beneficial holders and letters to
stockholders. Prepared Company's preliminary and definitive information
statement on Form 14C. Prepared all unaudited financials for quarterly
reports. Facilitated all corporate correspondence. Ensured all taxes
were kept current.
I further acknowledge that I have received your letter dated October 26,
1999, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/s/ XXXXXX X. XXXXXX
October 26, 1999
Xxxxxxx X. Xxxxxxxxxx, Esq.
Xxxxxxx Xxxxxxxxxxxxx
Xxxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Via Facsimile
Re: Issuance of compensatory shares of common stock of
Unistone, Inc., a Delaware corporation (the "Company"), to
each of you, as consultants or employees, to be
registered on Form S-8 of the Securities and Exchange
Commission
Gentlemen:
I represent the Company and have been engaged to prepare a
Registration Statement on Form S-8 of the Securities and Exchange Commission for
the registration of the securities to be issued to you under a written
compensation agreement to be prepared by this office.
I have prepared a brief Memorandum of the proposed amendments of the
Securities and Exchange Commission to this Form, and have enclosed a copy
thereof for your review.
Please review this Memorandum and advise me in writing of the types of
services you are to render, and please facsimile me a copy your typed comments
(I cannot scan hand written notations for an XXXXX filing), indicating, if
applicable, that these prohibitions do not relate to you or the services you are
to render.
With respect to services, I would like a detailed explanation of all
"non-capital raising" services rendered, including dates, if applicable.
You cannot be paid in securities on an S-8 Registration Statement to
raise funds or promote the stock of the company.
Thank you very much.
Yours very sincerely,
/S/ XXXXXXX X. XXXXXXXXXX
Xxxxxxx X. Xxxxxxxxxx
cc. Unistone, Inc.
