CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this 25th day
of January, 2001, among Chiropractic 21 International, Inc., a Nevada
corporation ("Chiropractic"); 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 "B" hereof: Xxxxx
X. Xxxxxx and Xxxxxxx X. Xxxxxxxxxx, Esq. (collectively, the "Consultants").
WHEREAS, the Board of Directors of Chiropractic has adopted a written
compensation agreement for compensation of two individual Consultants who are
natural persons; and
WHEREAS, Chiropractic 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 Chiropractic; 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, Chiropractic 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 Chiropractic 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
Chiropractic;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Chiropractic hereby employs the Consultants and the
consultants hereby accept such employment, and have and will perform the
services requested by management of Chiropractic 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 Chiropractic
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
Chiropractic.
1.3 Term. All services performed at the request of Chiropractic 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 Chiropractic and any of the Consultants.
1.4 Payment. Chiropractic and the Consultants agree that Chiropractic 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 $0.01 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
Chiropractic with a written invoice detailing the services duly performed. Such
invoice shall be paid by Chiropractic in accordance with Section 1.4 above,
subject to (i) the satisfaction of the management of Chiropractic 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 Chiropractic 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 Chiropractic that may
be issued by Chiropractic 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
Chiropractic 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 Chiropractic, 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 Chiropractic in writing prior to the
issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and Price Per
Share. Chiropractic and the Consultants agree that the per share price of shares
of common stock that may be issued by Chiropractic to the Consultants for
services performed under this Plan has been arbitrarily set by Chiropractic;
however, in the event Chiropractic 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 Chiropractic 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 Chiropractic
Chiropractic represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Chiropractic is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada 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 Chiropractic has duly
adopted a Compensation Plan as defined in Rule 405 of the Commission pursuant to
which Chiropractic 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 Chiropractic.
2.3 Registration Statement on Form S-8. Chiropractic 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
Chiropractic; and Chiropractic 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. Chiropractic
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. Chiropractic 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. Chiropractic 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 Chiropractic 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. Chiropractic 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 Chiropractic
hereunder have been duly authorized by all requisite corporate action on the
part of Chiropractic, and this Plan constitutes a valid and binding obligation
of Chiropractic and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of
Chiropractic.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, Chiropractic as follows:
3.1 Employment. Each of the Consultants hereby accepts employment by
Chiropractic 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 Chiropractic,
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 Chiropractic, and the Consultants, singly, or
through the advice of a competent professional, fully believe that an investment
in shares of common stock of Chiropractic 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
Chiropractic 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
Chiropractic 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 Chiropractic 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 Chiropractic and the respective Consultants in writing;
(2) by either the Directors of Chiropractic 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 Chiropractic 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 Chiropractic: 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 Nevada, 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 Chiropractic 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.
Chiropractic 21 International, Inc.
By /S/ XXXXXXX XXXXXX
---------------------------
Xxxxxxx 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 Chiropractic 21 International, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx X. Xxxxxxxxxx, Esq.
000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 2/2/01 /S/ XXXXXXX 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 30,000
to Chiropractic as payment of the option price $300
EXHIBIT A-1
February 2, 2001
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
Chiropractic 21 International, Inc., a Nevada 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 the Company's Registration Statement on
Form 10-SB, and all Annual and Quarterly SEC filings, to include:
04/30/00 KSB, 07/31/00 QSB, and the 10/31/00 QSB.
I further acknowledge that I have received your letter dated February 1,
2001, 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 XXXXXXXXXX
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation
Agreement No. 1 between Chiropractic 21 International, 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: 2/2/01 /S/ XXXXX XXXXXX
------ ---------------------
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 30,000
to Chiropractic as payment of the option price $300
EXHIBIT "B-1"
February 2, 2001
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 Chiropractic 21 International, Inc., a Nevada 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 December 1998 to present:
Prepared all Annual and Quarterly SEC filings, to include: 04/30/00
KSB, 07/31/00 QSB, and the 10/31/00 QSB.
Prepared the Company's Registration Statement of Form 10-SB.
Maintained the corporations books and records.
Communicated with auditor to assist in the preparation of audited
financials.
Maintained correspondence with the Company's Officers and Board of
Directors.
I further acknowledge that I have received your letter dated February 1,
2001, 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 XXXXXX
February 1, 0000
Xxxxxxx X. Xxxxxxxxxx, Xxx.
Xxxxx X. Xxxxxx
Via Facsimile
Re: Issuance of compensatory shares of common stock of
Chiropractic 21 International, Inc., a Nevada 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. Chiropractic 21 International, Inc.
