CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made
this 26th day of June, 2001, among Pacific International Holding, Inc., a
Utah corporation ("Pacific"); and the following individuals who have
executed and delivered this Plan by the execution and delivery of the
Counterpart Signature Pages which are designated as Exhibits "A" through
"D" hereof: Xxx Xxx; Xxxxx Xxxx Chit, Xxxxxx Xxxx; and Justeene Xxxxxxxxxxx
(collectively, the "Consultants").
WHEREAS, the Board of Directors of Pacific has adopted a
written compensation agreement for compensation of four individual
Consultants who are natural persons; and
WHEREAS, Pacific 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 Pacific; 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 exhibits thereto; and
WHEREAS, Pacific 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 Pacific 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 Pacific;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Pacific hereby employs the Consultants and the
consultants hereby accept such employment, and have and will perform the
services requested by management of Pacific 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 Pacific 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 Pacific.
1.3 Term. All services performed at the request of Pacific by
the Consultants have either been performed and completed, or shall be
performed within one year from the date hereof, at which time this Plan
shall terminate, unless extended by written agreement of Pacific and the
Consultants for one additional year. If the Plan shall terminate, and
options for unearned shares have been exercised and said shares issued to
either consultant pursuant to this Plan, said shares shall be returned by
Consultant(s) and canceled by Pacific within ten days of said termination.
1.4 Payment. Pacific and the Consultants agree that Pacific
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 $.05
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. Each of the Consultants shall provide
Pacific with written invoices detailing the services duly performed and/or
the retainer or flat fee for such services. Such invoices shall be paid by
Pacific in accordance with Section 1.4 above, subject to the satisfaction
of the management of Pacific 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 Pacific 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 Pacific that may be issued by Pacific 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
Pacific shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice by the
respective Consultants, and duly verified to the satisfaction of Pacific,
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 Pacific in writing prior to the
issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Pacific and the Consultants agree that the per share
price of shares of common stock that may be issued by Pacific to the
Consultants for services performed under this Plan has been arbitrarily set
by Pacific; however, in the event Pacific 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 Pacific 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.
Section 2
Representations and Warranties of Pacific
Pacific represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Pacific is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah
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 Pacific has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Pacific 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 Pacific.
2.3 Registration Statement on Form S-8. Pacific 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 Pacific; and Pacific 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.
Pacific 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. Pacific 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. Pacific is required to file
reports with the Commission pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and Pacific 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. Pacific 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 Pacific
hereunder have been duly authorized by all requisite corporate action on
the part of Pacific, and this Plan constitutes a valid and binding
obligation of Pacific and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages
or other commitments of Pacific.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and
covenants with, Pacific as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Pacific 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 Accredited 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 Pacific, 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; further, they are
"accredited investors" 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, each of the Consultants shall have provided the services outlined in
the respective Counterpart Signature Pages to Pacific, and the Consultants,
singly, or through the advice of a competent professional, fully believe
that an investment in shares of common stock of Pacific 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
Pacific 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
Pacific 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 Pacific 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 Pacific and the respective
Consultants in writing; (2) by either the Directors of Pacific 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
Pacific 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 Pacific: 000-00 Xxxxxxxx Xxxxxxxxx #000
Xxxxxxxx, XX 00000
If to Consultants: 000-00 Xxxxxxxx Xxxxxxxxx #000
Xxxxxxxx, XX 00000
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 Utah, 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 Pacific 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.
Pacific International Holding, INC.
By /s/ Kitty Chow
---------------------------
Kitty Chow, President and Director
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement between Pacific International Holding, Inc. and the
undersigned Consultant is executed as of the date set forth herein below.
Consultant:
Xxx Xxx
Date: June 26, 2001 /s/ Xxx Xxx
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 set
forth and as will be set forth in invoices for 141,520 shares of Pacific
common stock, at $.05 per share.
EXHIBIT A-1
June 20, 2001
Xxxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx Xxxxx #000X
Xxxx Xxxx Xxxx, XX 00000
Re: Pacific International Holding, Inc.
Dear Xx. Xxxxxxxx:
This will confirm for purposes of any filing requirements the source
obligation(s) for the shares of Pacific International Holding, Inc. that
Pacific International Holding, Inc. wishes to have issued to me.
1. 141,520 shares represents my fee for work, effort and costs
expended to date in researching and locating Chinese trade
partners, ventures, licenses, and opportunities, including the
exporting and importing of goods and services.
Please feel free to contact me if you have any questions.
Sincerely,
/s/ Xxx Xxx
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement between Pacific International Holding, Inc. and the
undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxx Xxxx Chit
Date: June 19, 2001 /s/ Xxxxx Xxxx Chit
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit B-1 attached hereto and incorporated herein by reference as set
forth and as will be set forth in invoices for 100,000 shares of Pacific
common stock, at $.05 per share.
EXHIBIT "B-1"
June 19, 2001
Xxxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000X
Xxxx Xxxx Xxxx, XX 00000
Re: Shares of common stock of Pacific International Holding, Inc., a Utah
corporation (the "Company"), to be registered on Form S-8 of the Securities
and Exchange Commission
Dear Xx. Xxxxxxxx:
As per your request, the following is a list of the services I have
rendered for the Company from through the present:
Travel, numerous meetings and telephone conferences with principals of
Pacific International and governmental officials in China regarding
telecommunications opportunities in China
Please let me know if I can be of further assistance.
Respectfully,
/s/ Xxxxx Xxxx Chit
Xxxxx Xxxx Chit
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement between Pacific International Holding, Inc. and the
undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxx Xxxx
Date: June 22, 2001 /s/ Xxxxxx Xxxx
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit C-1 attached hereto and incorporated herein by reference as set
forth and as will be set forth in invoices for 58,480 shares of Pacific
common stock, at $.05 per share.
EXHIBIT "C-1"
June 20, 2001
Pacific International Holding, Inc.
000-00 Xxxxxxxx Xxxxxxxxx #000
Xxxxxxxx, XX 00000
Via Facsimile
Re: Services for Pacific International Holding, Inc.
Ladies and Gentlemen:
I have performed the following work for Pacific International Holding,
Inc.:
Contact with investment relations and public relations companies in
China and the U.S. to assist the company with its shareholders, publicity
and its market in the U.S. and China.
Sincerely,
/s/ Xxxxxx Xxxx
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement between Pacific International Holding, Inc. and the
undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Justeene Xxxxxxxxxxx
Date: June 26, 2001 /s/ Justeene Xxxxxxxxxxx
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit D-1 attached hereto and incorporated herein by reference as set
forth and as will be set forth in invoices for 200,000 shares of Pacific
common stock, at $.05 per share.
EXHIBIT "D-1"
June 26, 2001
Xxxxxxx X. Xxxxxxxx, Attorney at Law
0000 X. Xxxxxxxx Xxxxx #000X
Xxxx Xxxx Xxxx, XX 00000
HAND DELIVERED
With regard to the 200,000 shares to be issued to me for services rendered
to the Company I submit the following invoice.
INVOICE
Services rendered on behalf of Pacific International Holding, Inc.:
- Preliminary preparation and submission
of periodic filings for the SEC
- Preparation of unaudited financial statements
on a quarterly and annual basis.
- Coordinate and consult with attorney, accountant
and management on filings, merger candidates and
Board of Directors actions.
Total Due: 200,000 shares of
common stock
Thank you for your consideration in this matter. If you have any
questions, please do not hesitate to contact me.
Sincerely,
/s/ Justeene Xxxxxxxxxxx
Justeene Xxxxxxxxxxx
