CONSULTANT COMPENSATION AGREEMENT NO. 1
CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
22nd day of January, 1999, among First Target Acquisition, Inc., a
Nevada corporation ("First Target"); and Xxxxxxx X. Xxxxxxxxxx, Esq., who has
executed and delivered this Plan by the execution and delivery of the
Counterpart Signature Page which is designated as Exhibit "A" hereof
(collectively, the "Consultant").
WHEREAS, the Board of Directors of First Target has adopted a
written compensation agreement for compensation of an individual Consultant
who is a natural person; and
WHEREAS, First Target has engaged the Consultant to provide
services at the request of and subject to the satisfaction of its management,
and intends to avail itself of the services of the Consultant during the term
hereof; and
WHEREAS, the Consultant has provided and wishes to provide
services at the request and subject to the approval of the management of First
Target; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultant and the maximum value of such
services under this Plan are listed in the Counterpart Signature Page; and
WHEREAS, First Target and the Consultant intend that this Plan
shall be a "written compensation agreement" as defined in Rule 405 of the
Securities and Exchange Commission ("Commission") pursuant to which First
Target may issue "freely tradeable" shares of its common stock as payment for
services rendered pursuant to an S-8 Registration Statement to be filed with
the Commission by First Target;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. First Target hereby employs the Consultant and
the Consultant hereby accepts such employment, and has performed and agrees to
perform the services requested by management of First Target to its
satisfaction during the term hereof. The services performed and to be
performed by the Consultant hereunder have been and shall be personally
rendered by the Consultant, and no one acting for or on behalf of the
Consultant, except those persons normally employed by the Consultant in
rendering services to others, such as secretaries, bookkeepers and the like.
1.2 Independent Contractors. All services rendered or to be
rendered by the Consultant hereunder have been or are being rendered as
independent contractors, and the Consultant shall be liable for any FICA
taxes, withholding or other similar taxes or charges, and the Consultant shall
indemnify and hold First Target harmless therefrom; it is understood and
agreed that the value of all such items has been taken into account by the
Consultant in computing the billable rate for the services the Consultant have
rendered and agreed to render to First Target.
1.3 Payment. First Target and the Consultant agree that First
Target shall pay the invoices of the Consultant for the services performed
under this Plan by the issuance of shares of its common stock at a price of
$0.10 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.
1.4 Invoices for Services. On the completion of rendering the
services performed by the Consultant hereunder, the Consultant shall provide
First Target with a written invoice detailing the services duly performed.
Such invoice shall be paid by First Target in accordance with Section 1.3
above, subject to the satisfaction of the management of First Target 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 the Consultant shall be deemed to be a subscription
by the Consultant to purchase shares of common stock of First Target at the
price outlined in Section 1.3 above, subject only to the filing and
effectiveness of a Registration Statement on Form S-8 covering such shares
with the Commission.
1.5 Limitation on Services. None of the services to be rendered
by the Consultant and paid for by the issuance of shares of common stock of
First Target shall be services related to any "capital raising" transaction.
1.6 Common Stock Price. To the extent deemed required or
necessary and for all purposes of this Plan, the Consultant shall have an
"option" covering such shares of common stock at the per share price set forth
in paragraph 1.3 above during the term hereof; the Consultant assume the risk
of any decrease in the per share price or value of the shares of common stock
of First Target that may be issued by First Target for services performed by
the Consultant hereunder, and the Consultant agrees that any such decrease
shall in no way affect the rights, obligations or duties of the Consultant
hereunder
1.7 Delivery of Shares. On submission of an invoice for
services actually performed by the Consultant, and duly verified to the
satisfaction of First Target, 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
Consultant at the address listed on the Counterpart Signature Page, unless
another address shall be provided to First Target in writing prior to the
issuance of such shares.
1.8 Adjustments in the Number of Shares of Common Stock and
Price Per Share. First Target and the Consultant agree that the per share
price of shares of common stock that may be issued by First Target to the
Consultant for services performed under this Plan has been arbitrarily set by
First Target; however, in the event First Target shall undergo a merger,
consolidation, reorganization, recapitalization, 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 First Target prior to the issuance of shares to the
Consultant, that the per share price and the number of shares issuable to the
Consultant for services actually rendered hereunder after such event shall be
appropriately adjusted to reflect any such event.
1.9 Effective Date. The Effective Date of the Plan for the
Consultant shall be the date set forth on the Counterpart Signature Page.
1.10 Condition Precedent to the Issuance of Securities Under the
Plan. The total number of securities to be issued under the Plan shall not
exceed 10% of the outstanding securities of First Target following the
issuance of such securities.
Section 2
Representations and Warranties of First Target
First Target represents and warrants to, and covenants with, the
Consultant as follows:
2.1 Corporate Status. First Target 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 First Target
has duly adopted a written compensation agreement as defined in Rule 405 of
the Commission pursuant to which First Target 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 First Target.
2.3 Registration Statement on Form S-8. First Target 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 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 such 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 such Registration Statement shall become effective immediately upon its
filing; such Registration Statement shall be prepared at the sole cost and
expense of First Target; and First Target will provide to the Consultant prior
to the issuance and delivery of any such shares of common stock a copy of such
Registration Statement, the written compensation agreement 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.
First Target 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. First Target shall not request the
Consultant to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. First Target is required to
file reports with the Commission pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and First Target has or
will file with the Commission all reports required to be filed by it
forthwith, and such reports are or will be true and correct in every material
respect; and First Target will continue to comply with these reporting
requirements and keep such reports current so long as any of the shares remain
to be issued hereunder.
2.7 Corporate Authority and Due Authorization. First Target 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 First
Target hereunder have been duly authorized by all requisite corporate action
on the part of First Target, and this Plan constitutes a valid and binding
obligation of First Target and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of First Target.
Section 3
Representations and Warranties of the Consultant
The Consultant represents and warrants to, and covenants with,
First Target as follows:
3.1 Employment. The Consultant hereby accepts employment by
First Target, and agrees to perform the services requested by management of
First Target to its satisfaction during the term hereof. The services
performed and to be performed by the Consultant hereunder shall be personally
rendered by the Consultant, and no one acting for or on behalf of the
Consultant.
3.2 Sophisticated Investor. The Consultant represents and
warrants that, by reason of income, net assets, education, background and
business acumen, the Consultant has the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
First Target, 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.
3.3 Suitability of Investment. Prior to the execution of this
Plan, the Consultant shall have provided the services outlined in the
Counterpart Signature Page to First Target, and the Consultant, singly, or
through the advice of a competent professional, fully believe that an
investment in shares of common stock of First Target is a suitable investment
for the Consultant.
3.4 Limitation on Services. None of the services rendered or to
be rendered by the Consultant and paid for by the issuance of shares of common
stock of First Target shall be services related to any "capital raising"
transaction; the consultant is not a promoter or public relations person for
First Target.
3.5 Authority and Authorization. The Consultant has full power
and authority to enter into this Plan and carry out the obligations hereunder.
Execution of this Plan and performance by the Consultant hereunder constitutes
a valid and binding obligation of the Consultant and performance hereunder
will not violate any other agreement to which any of the Consultant is a
party.
Section 4
Indemnity
First Target and the Consultant 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 First Target 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
General Provisions
5.1 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.
5.2 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 First Target: 0000 Xxxxx 0000 Xxxx
Xxxxx, Xxxx 00000
If to Consultant: The address listed on the
Counterpart Signature Page
5.3 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.
5.4 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.
5.5 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.
5.6 Assignment. Neither First Target nor the Consultant 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.
5.7 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.
FIRST TARGET ACQUISITION, INC.
Date: 1/22/99. By/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, President
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement among First Target and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Date: 1/24/99 /s/Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx, Esq.
455 East 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Number of shares and
Maximum Value
of Services
General Description of Services to be Performed
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General legal services, including $3,500
preparation of reports of
First Target required to be filed with the 35,000 shares
Securities and Exchange Commission
and the preparation of this Registration
Statement.
