CONSULTANT COMPENSATION AGREEMENT NO. 4
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made
this 25th day of July, 2000, among xxxxxxxx.xxx, Inc., a Nevada corporation
("Thatlook"); and Xxxxxxx X. Xxxxxxxxxx, Esq., a resident of the State of Utah
(the "Consultant").
WHEREAS, the Board of Directors of thatlook has adopted a
written compensation agreement for compensation of the Consultant, who is a
natural person; and
WHEREAS, thatlook has engaged the Consultant to provide legal
services at the request of and subject to the satisfaction of its management;
and
WHEREAS, the Consultant has provided services at the request
and subject to the approval of the management of thatlook; 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
exhibits thereto; and
WHEREAS, thatlook and the Consultant 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 (the
"Commission") pursuant to which thatlook 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 thatlook;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. thatlook hereby employs the Consultant and the
Consultant hereby accepts such employment, and has and will perform the
services requested by management of thatlook to its satisfaction during the
term hereof. The services performed by the Consultant hereunder have been
and will 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 Contractor. Regardless of the Consultant's
status as an "employee" under Rule 405 of the Commission, all services
rendered by the Consultant hereunder have been rendered as an independent
contractor, and the Consultant shall be liable for any FICA taxes, withholding
or other similar taxes or charges, and the Consultant shall indemnify and hold
thatlook 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 has rendered and agreed to
render to thatlook.
1.3 Term. All services performed at the request of thatlook by
the Consultant 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 thatlook and the Consultant.
1.4 Payment. thatlook and the Consultant agree that thatlook
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 per share
that is equal to the amount of the maximum value of the services to be
rendered by the Consultant as indicated on the appropriate counterpart
signature page hereof, divided by the amount of the maximum number of shares
to be issued to such Consultant as set forth therein; 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 Consultant hereunder, the Consultant shall
provide thatlook with a written invoice detailing the services duly performed.
Such invoice shall be paid by thatlook in accordance with Section 1.4 above,
subject to the satisfaction of the management of thatlook 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 thatlook 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 Consultant 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 Consultant assumes the risk
of any decrease in the per share price or value of the shares of common stock
of thatlook that may be issued by thatlook 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 Limitation on Services. None of the services rendered by
the Consultant and paid for by the issuance of shares of common stock of
thatlook 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 Consultant, and duly verified
to the satisfaction of thatlook, 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 thatlook in writing prior to
the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. thatlook and the Consultant agree that the per share price
of shares of common stock that may be issued by thatlook to the Consultant
for services performed under this Plan has been arbitrarily set by thatlook;
however, in the event thatlook shall undergo a merger, consolidation,
reorganization, or 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
thatlook 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.
1.10 Effective Date. The Effective Date of the Plan for the
Consultant shall be the date set forth on the Counterpart Signature Page.
1.11 Conditions. The Plan is subject to the following
conditions, to-wit:
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 thatlook.
Section 2
Representations and Warranties of thatlook
thatlook represents and warrants to, and covenants with, the
Consultant as follows:
2.1 Corporate Status. thatlook is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada.
2.2 Compensation Plan. The Board of Directors of thatlook has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which thatlook 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 thatlook.
2.3 Registration Statement on Form S-8. thatlook 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 thatlook; and thatlook 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.
thatlook 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. thatlook 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. thatlook 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 thatlook 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. thatlook 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 thatlook
hereunder have been duly authorized by all requisite corporate action on the
part of thatlook, and this Plan constitutes a valid and binding obligation of
thatlook and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of thatlook.
Section 3
Representations and Warranties of the Consultant
The Consultant represents and warrants to, and covenants with,
thatlook as follows:
3.1 Employment. The Consultant hereby accepts employment by
thatlook for the services performed pursuant to this Agreement. The services
performed by the Consultant hereunder have been personally rendered by the
Consultant, and no one acting for or on behalf of the Consultant.
3.2 Accredited 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
thatlook, either singly or through the aid and assistance of a competent
professional, and is fully capable of bearing the economic risk of loss of
the total investment of services; further, he is an "accredited investor" 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, the Consultant shall have provided the services outlined in the
Counterpart Signature Page to thatlook, and the Consultant, singly, or through
the advice of a competent professional, fully believes that an investment in
shares of common stock of thatlook is a suitable investment for the
Consultant.
3.4 Limitation on Services. None of the services rendered by
the Consultant and paid for by the issuance of shares of common stock of
thatlook shall be services related to any "capital raising" transaction.
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 the Consultant is a party.
Section 4
Indemnity
thatlook 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 thatlook 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 thatlook and the Consultant in writing;
(2) by either the Directors of thatlook or the Consultant 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 thatlook to pay for any services actually rendered by the
Consultant 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 Thatlook: 0000 Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxxxxx 00000
If to Consultant: The address listed on the
Counterpart Signature Page
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 thatlook 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.
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.
XXXXXXXX.XXX, INC.
By /s/ Xxxxxx X. Xxxxxx
---------------------
Xxxxxx X. Xxxxxx,
President and Director
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 3
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 3 between xxxxxxxx.xxx, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx X. Xxxxxxxxxx, Esq.
455 East 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 7/25/00 /s/ Xxxxxxx X. 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 25,000
to thatlook as payment of the option price $50,000
EXHIBIT A-1
[LETTERHEAD OF XXXXXXX X. XXXXXXXXXX]
Xxxxxxx X. Xxxxxxxxxx, Esq.
Suite 205, 455 East 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Re: xxxxxxxx.xxx, Inc., a Nevada corporation (the
"Company")
Dear Xx. Xxxxxxxxxx:
Thank you for your letter dated July 18, 2000, regarding the S-8
amendments of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company include various non-capital raising legal services, including but
not limited to the preparation and filing of reports with the Securities and
Exchange Commission, minutes, conferences, and telephone conversations with
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc., and preparation of various documents relating to
certain non-capital raising matters.
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx, Esq.
