Exhibit 4.2
COMPENSATION AGREEMENT
This Compensation Agreement is dated as of July 18, 2002 among Security
Asset Capital Corp., a Nevada corporation (the "Company") and Xxxxxxx Xxxxxxxxx
("Consultant").
WHEREAS, the Consultant has provided and will continue to provide the
Company with legal services in connection with their business; and
WHEREAS, the Company wishes to compensate the Consultant with shares of
its common stock for such services rendered and to be rendered;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. The Company will issue up to Two Hundred Thousand shares of the Company's
common stock, $.001 par value per share, to Consultant.
2. The above compensation shall be registered using a Form S-8.
IN WITNESS WHEREOF, this Compensation Agreement has been executed by
the Parties as of the date first above written.
Security Asset Capital Corp.
/S/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
Xxxxxxx Xxxxxxxxx