STOCK COMPENSATION AGREEMENT
THIS AGREEMENT, is made effective _________, 2006, and is by and between
Perfisans Holdings Limited with address at 0000 Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0 (the "Company") and Chen DiChao, with address
at Room AH, 18/F., Xxxx Xxxx Building, Shangbu Road South, Futian District,
Shenzhen, PRC. ("CDC"):
WHEREAS CDC has provided good and valuable services to the Company as
detailed on Exhibit A hereto:
The Company does not currently have adequate cash available to pay CDC
in cash for the services provided by him and to pay for the ongoing operation of
the Company; and
CDC is willing to accept shares of the Company's Common Stock in lieu
of cash for the services provided by him under the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, CDC and the Company agree as
follows:
1. The Company and CDC agree that the value of the services performed by CDC is
equal to the amount set forth in Exhibit A hereto, and that the services shown
represent all of the which CDC is entitled to compensation.
2. The Company hereby agrees to issue the number of shares of the Company's
Common Stock set forth on Exhibit A hereto, and CDC hereby agrees to accept such
shares in full payment for the services detailed on Exhibit A hereto, and it is
agreed that the value of each share of common stock is equal in value to $0.04.
3. CDC represents and warrants to the Company that he is acquiring the shares of
Common Stock for investment purposes only, and not with a view to, or for,
resale, distribution or fractionalization thereof, in whole or in part, and no
other person has a direct or indirect beneficial interest in such shares of
Common Stock.
4. CDC hereby acknowledges that, upon the issuance thereof, and until such time
as the same is no longer required under the applicable securities laws and
regulations, the certificates representing any of the shares of Common Stock
will bear a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND
HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.
5. The Company will use its best efforts to register the shares of Common Stock
issued pursuant to this Agreement for resale by CDC in a registration statement
to be filed under the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
PERFISANS HOLDINGS LIMITED
By: /s/
--------------------------
--------------------------
(Printed Name and Title)
CHEN DICHAO
/s/
-----------------------
(Signature)
EXHIBIT A TO STOCK COMPENSATION AGREEMENT
Name: Chen DiChao
Description of Services Provided:
Product Engineering Support Services:-
Pre-Sales Engineering Support including product demonstration,
customer liason Post-Sales Engineering Support including product
installation, test, validation and customer satisfaction support.
Agreed Value of Services: $60,000.00
Number of Shares of Common Stock to be issued under Agreement: 1,500,000
