CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
28th day of February, 1997, among Kara International, Inc., a Nevada
corporation ("Kara"); and Xxxxxxx X. Xxxxxxxxxx, Esq., Xxxxxxx X. Xxxxxxxxxx,
Esq., Xxxxxx Xxxx and Xxxxxxx X. Xxxxxxxxxx, who have executed and delivered
this Plan by the execution and delivery of the Counterpart Signature Pages
which are designated as Exhibits "X," "X," "C" and "D" hereof (collectively,
the "Consultants").
WHEREAS, the Board of Directors of Kara has adopted a written
compensation agreement for compensation of four individual Consultants who are
natural persons; and
WHEREAS, Kara 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 Kara; 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
WHEREAS, Kara 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 Xxxx xxx 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 Kara;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Kara hereby employs the Consultants and the
Consultants hereby accept such employment, and have and will perform the
services requested by management of Kara 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 Kara
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
Kara.
1.3 Term. All services performed at the request of Kara 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 Kara and any of the Consultants.
1.4 Payment. Kara and the Consultants agree that Kara 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 $0.005 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 Kara with a written invoice detailing the services duly performed.
Such invoice shall be paid by Kara in accordance with Section 1.4 above,
subject to the satisfaction of the management of Kara 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 Kara 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 Kara that may be issued by Kara 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 Kara
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 Kara, 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 Kara in writing prior to
the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Kara and the Consultants agree that the per share price of
shares of common stock that may be issued by Kara to the Consultants for
services performed under this Plan has been arbitrarily set by Kara; however,
in the event Kara 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 Kara 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 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 Kara on the date of issuance.
Section 2
Representations and Warranties of Kara
Kara represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Kara 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 Kara has duly
adopted a Compensation Plan as defined in Rule 405 of the Commission pursuant
to which Xxxx xxx 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 Kara.
2.3 Registration Statement on Form S-8. Kara 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 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 Kara; and Kara 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.
Kara 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. Kara 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. Kara 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 Kara 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. Kara 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 Kara
hereunder have been duly authorized by all requisite corporate action on the
part of Kara, and this Plan constitutes a valid and binding obligation of Kara
and performance hereunder will not violate any provision of the Articles of
Incorporation, Bylaws, agreements, mortgages or other commitments of Kara.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, Kara as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Kara 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 Sophisticated 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
Kara, 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, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to Kara, and the Consultants, singly,
or through the advice of a competent professional, fully believe that an
investment in shares of common stock of Kara 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 Kara
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
Kara 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 Kara 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 Kara and the respective Consultants in
writing; (2) by either the Directors of Kara 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 Kara 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 Kara: 0000 Xxxxxx Xxxxxx Xxxx
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 Kara 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.
KARA INTERNATIONAL, INC., a Nevada corporation
By /s Xxxxx X. Xxxxxxx, President
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Kara and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx X. Xxxxxxxxxx, Esq
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 2/28/97 /s/ Xxxxxxx X. Xxxxxxxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising legal services. 175,000 shares
$875
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Kara and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx X. Xxxxxxxxxx, Esq.
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 2/28/97 /s/ Xxxxxxx X. Xxxxxxxxxx
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising legal services. 50,000
$250
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Kara and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Xxxxxx Xxxx
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 2/28/97 /s/ Xxxxxx Xxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising administrative services. 20,000
$100
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Kara and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx X. Xxxxxxxxxx
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 2/28/97 /s/ Xxxxxxx X. Xxxxxxxxxx
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising administrative services. 5,000
$25
