EXHIBIT 10.1
COMPENSATION AGREEMENT
This Compensation Agreement is dated as of January 26, 2006 by and between
Optigenex Inc., a Delaware corporation (the "Company") and Xxxxxxx Xxxxxxxxx
(the "Consultant"), a member of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP.
WHEREAS, the Company has requested the Consultant to provide the Company
with legal services in connection with their business, and the Consultant has
agreed to provide the Company with such legal services; and
WHEREAS, the Company wishes to compensate the Consultant with shares of
its common stock for such services rendered;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. The Company will issue to the Consultant, from time to time upon
request of the Consultant to the Company, subject to the limitations set forth
in Section 3 herein, an aggregate of 100,000 shares of the Company's common
stock, $.001 par value per share (the "Common Stock"). Subsequent to the filing
of a registration statement on Form S-8 with the Securities and Exchange
Commission registering such shares, as set forth in Section 2 below, the shares
of Common Stock to be issued shall represent consideration for services to be
performed by the Consultant on behalf of the Company.
2. The above compensation shall be registered using a Form S-8. The
Company shall file such Form S-8 with the Securities and Exchange Commission
within 30 days of the execution of this agreement.
3. Notwithstanding anything contained herein to the contrary, in no event
shall the Consultant be entitled to receive a number of shares of Common Stock
of which the sum of the number of shares of Common Stock beneficially owned by
the Consultant and its affiliates would result in beneficial ownership by the
Consultant and its affiliates of more than 4.9% of the outstanding shares of
Common Stock. For purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13D-G thereunder.
IN WITNESS WHEREOF, this Compensation Agreement has been executed by the
Parties as of the date first above written.
OPTIGENEX INC.
/s/ Xxxxxxx Xxxxxxx
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/s/ Xxxxxxx Xxxxxxxxx
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