CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made
this 15th day of December, 1999, among Xxxxxxxxxx.xxx, a Nevada corporation
("Alphatrade"); 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" and "B" hereof: Xxxxxxx Xxxxxx and
Xxxxxx Xxxxxxxxx (collectively, the "Consultants").
WHEREAS, the Board of Directors of Alphatrade has adopted a
written compensation agreement for compensation of two individual Consultants
who are natural persons; and
WHEREAS, Alphatrade 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 Alphatrade; 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, Alphatrade 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 Alphatrade 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 Alphatrade;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Alphatrade hereby employs the Consultants and the
Consultants hereby accept such employment, and have and will perform the
services requested by management of Alphatrade 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
Alphatrade 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 Alphatrade.
1.3 Term. All services performed at the request of Alphatrade 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 Alphatrade and any of the Consultants.
1.4 Payment. Alphatrade and the Consultants agree that Alphatrade
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 per share
that is equal to the amount of the maximum value of the services to be
rendered by each 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 Consultants hereunder, each of the Consultants shall
provide Alphatrade with a written invoice detailing the services duly
performed. Such invoice shall be paid by Alphatrade in accordance with
Section 1.4 above, subject to the satisfaction of the management of Alphatrade
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 Alphatrade 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 Alphatrade that may be issued by Alphatrade 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
Alphatrade 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 Alphatrade, 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
Alphatrade in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Alphatrade and the Consultants agree that the per share
price of shares of common stock that may be issued by Alphatrade to the
Consultants for services performed under this Plan has been arbitrarily set by
Alphatrade; however, in the event Alphatrade 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 Alphatrade 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 Alphatrade
Alphatrade represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Alphatrade 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 Alphatrade has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Alphatrade 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 Alphatrade.
2.3 Registration Statement on Form S-8. Alphatrade 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 Alphatrade; and Alphatrade 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.
Alphatrade 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. Alphatrade 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. Alphatrade 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 Alphatrade 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. Alphatrade 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
Alphatrade hereunder have been duly authorized by all requisite corporate
action on the part of Alphatrade, and this Plan constitutes a valid and
binding obligation of Alphatrade and performance hereunder will not violate
any provision of the Articles of Incorporation, Bylaws, agreements, mortgages
or other commitments of Alphatrade.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and
covenants with, Alphatrade as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Alphatrade 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
Alphatrade, 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 Alphatrade, and the Consultants,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of Alphatrade 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
Alphatrade 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
Alphatrade 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 Alphatrade 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 Alphatrade and the respective
Consultants in writing; (2) by either the Directors of Alphatrade 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 Alphatrade 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 Alphatrade: Xxxxx 000, 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
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 Alphatrade 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.
Xxxxxxxxxx.xxx
By/s/Xxxxx Perfect
Xxxxx Perfect,
President, CEO and Director
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Xxxxxxxxxx.xxx, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx Xxxxxx
Suite #308 0000 Xxxxxxxx Xxxx.
Xxxxxxx Xxxxx, XX 00000
Date: 12/17/99 /s/Xxxxxxx Xxxxxx
______________ __________________________________
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 50,000 shares
$312,500
EXHIBIT A-1
This agreement is dated for reference the 9th day of November, 1999.
BETWEEN.
ASTOR CAPITAL, INC.
Suite 308 - 0000 Xxxxxxxx Xxxx.
Xxxxxxx Xxxxx, XX 00000
(herein "Astor")
AND:
XXXXXXXXXX.XXX
Suite 400 - 1111 West Georgia Street
Vancouver, B.C, WE 4M3
(herein the "Company")
The purpose of this agreement is to confirm the engagement of Astor
Capital, Inc. ("Astor") to act as non-exclusive financial advisor to
XxxxxXxxxx.XXX ("Company") including with respect to a potential Transaction
(defined in Section 2 hereof) involving the Company.
Section 1. Services to be Rendered. Astor will assist the Company in a
variety of advisory functions over the course of this Agreement, specifically:
x. Xxxxx will familiarize itself to the extent it deems
appropriate and feasible with the business, operations,
properties, financial conditions prospects of the Company, it
being understood that Astor shall, in the course of such
fami1iarization, rely entirely upon publically available
information and such other information as may be supplied to
it, without independent investigation;
x. Xxxxx will advise and assist the Company in creating and
implementing a strategy to introduce the Company to, and
cultivate a relationship with, strategic partners in Europe
specifically with regard to gaining a listing for the Company
on a European Stock Exchange, arranging meetings with the
European brokerage Community to expose that community to the
E-Gate financial tools and to advise on private placement
funds if and as needed by the Company;
Section 2. Transaction. As used in this Agreement, this clause only applies to
any introductions made by Astor to the Company. It does not include any other
such business the Company engages in with any other advisor, consultant or
investment banker. The term "Transaction" means whether affected in one
transaction or a series of transactions, (a) any merger, consolidation,
reorganization, acquisition or other business combination pursuant to which
all or a substantial portion of the business of the Company is combined with
that of any person or company including without limitation, any joint venture
(collectively, the "Purchaser") as long as this entity or person had been
introduced to the Company by Astor, , (b) any capitalization of the Company,
either private or public, equity or debt financing, or (c)any material
strategic alliance between the Company and a strategic partner.
Section 3. Fees. As compensation for Astor's services hereunder, the Company
agrees to pay Astor the following fees:
a. 50,000 shares of common stock of the Company to be registered on
Form S-8 as soon as possible following issuance; provided, that if the
Company, upon the advise of counsel, determines that such shares may not be
registered on Form S-8, then the Company shall register the shares on
whichever form it can most expediently effect a registration. The shares have
been determined to be part of the expenses of developing the Company's
European distribution and the Company must be presented with invoices for the
total value of the shares.
b. an additional fee involved in any private placement financing (the
"Private Placement Fee") involving a third-party introduced to the Company,
directly or indirectly by Astor. This fee shall be negotiated on an individual
basis to allow for third party charges that might cause the funding costs to
be excessive.
c. an additional fee (the "Strategic Alliance Fee") with respect to
Astor's assistance and advice to the Company with respect to a strategic
alliance, any merger, consolidation, reorganization, acquisition or other
business combination pursuant to which all or a substantial portion of the
business of the Company is combined with the of any person or company
including without limitation, any joint venture in an amount which is
customary for such a transaction, as mutually agreed by Astor and the Company
at the time the Company requests Astor's assistance and advice,
Section 4. Expenses. Whether or not any Transaction is agreed to or
consummated, the Company agrees that the shares previously named are to be
used to reimburse Astor for its out-of-pocket expenses, including the
reasonable fees and expenses of its legal counsel and any other agents or
experts that may be retained by Astor, incurred in connection with the
services performed hereunder and the other advisory and capital raising
assignments and transactions for which Astor has provided financial advisory
services to the Company. The Company is not agreeing to compensate Astor for
any additional expenses unless previously approved by die Company in advance
of the expenditure.
Section 5. Indemnification. The Company agrees to indemnify and hold harmless
Astor, and its directors, officers, employees mid agents, from and against any
and all claims, losses, liabilities, judgments, awards and costs (including
legal few and expenses) arising out of Astor's engagement hereunder,
Section 6. Termination of Engagement; Survival. Astor's engagement hereunder
may be terminated by either the Company or Astor at any time, upon 30 days
written notice to that effect to the other party, provided, however, that
Astor shall be, entitled to receive the full compensation due in the event
that any time prior to the expiration of 12 months after such termination, (i)
a Transaction is consummated with a third party introduced to the Company,
directly or indirectly by Astor, or (ii) a definitive agreement providing for
a Transaction is executed or the Company becomes the, subject of a tender
offer or exchange offer within 12 months after such termination and such
Transaction is subsequently consummated provided, however that the Transaction
is consummated with a third party introduced to the Company, directly or
indirectly by Astor.
Section 7. Miscellaneous.
a) In rendering its services hereunder, Astor agrees to conduct such
investigations and review of the Company's business and operations as Astor
shall deem appropriate and feasible (it being understood that such
investigations and review shall be limited to publicly available information
and such other information as shall be supplied to Astor). The Company shall,
and shall cause its directors, officers, employees and agents to, cooperate
with Astor and supply Astor with written and other information with respect to
the Company, to the extent reasonably needed and requested by Astor, to enable
Astor to perform our services hereunder, and shall use its best efforts to
provide reasonable access to its independent accountants, counsel and other
professionals, if any. The Company represents and warrants to Astor that any
information heretofore or hereafter furnished to Astor is and will be true and
correct in all material respects and does not and will omit any material fact
required to make the information given to Astor not misleading. The Company
agrees to notify Astor promptly of any material change in the business or
financial condition of the Company that it becomes aware of, during the course
of Astor's engagement that may require an amendment or supplement to any of
the information provided to Astor so that such information will not be
misleading in any material respect or omit to state any material fact that is
required to be stated or that is necessary in order to make any such
information not misleading given the occurrence of any such change.
b) Astor will not assume any responsibility to independently verify
the accuracy or completeness of information furnished by or on behalf of the
Company or the Purchaser, but will rely on its accuracy and completeness in
all material respects and will not assume any responsibility to perform (or be
required to retain any persons to perform) any independent valuations or
appraisals of the Company's or the Purchaser's assets,
c) The provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the Company, Astor and any person entitled
to be indemnified hereunder. No waiver, amendment or other modification of
this Agreement shall be effective unless in writing and signed by each party
to be bound thereby.
d) The Company expressly acknowledges that Astor has been retained
solely as an advisor to the Company, and not as an advisor to or agent of any
other person. In such capacity, Astor shall act as an independent contractor,
and the Company's engagement of Astor is not intended to confer rights upon
any persons not a part hereto (including security holders, employees or
creditors of the Company) as against Astor, Astor's affiliates or their
respective directors, agents and employees.
e) The company acknowledges that Astor at some point in the future may
become a full service securities firm and as such may from time to time effect
transactions for its own account of customers and hold positions in securities
or options on securities of the Company or other securities that may be
involved in the transaction. This sub-paragraph is acknowledged by the
Company but is separate and apart from the transactions contemplated by this
agreement.
f) The Company acknowledges that Astor may, at is option and expense,
place an announcement in such newspapers and periodicals as it may choose,
stating that Astor has acted as the non-exclusive financial advisor to the
Company in connection with the Transaction. Astor acknowledges that any such
announcements require the prior written approval of the Company as to the
content of the announcement as well as the choice of newspaper, magazine or
periodical.
g) THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
NEVADA.
By:/s/ Astor Capital
Agreed and Accepted:
XXXXXXXXXX.XXX
By: /s/Xxxxx Perfect
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Alphatrade, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxx Xxxxxxxxx
0000 Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Date:12/16/99 /s/Xxxxxx Xxxxxxxxx
______________ ___________________________________
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit B-1 attached hereto and incorporated
herein by reference. This research report is regarding 25,000 shares
the Companies products for broker dealers and is not for $178,125
public relations purposes
EXHIBIT "B-1"
November 17, 1999
Xx. Xxxxxx Xxxxxxxxx
000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxxxxxx:
We wish to confirm the verbal agreement reached wherein you will provide
services for Xxxxxxxxxx.xxx (herein the "Company")
Xxxxxx Xxxxxxxxx (herein "Bruderman") will write a detailed research report
which he will distribute to the investment community as an introduction for
XxxxxXxxxx.xxx. Xx. Xxxxxxxxx will also provide consulting services to the
Company in connection with the establishment of good relations for the Company
with the investment community. As compensation for writing the Report and
delivering it to the investment community AlphaTrade will issue 25,000 free
trading shares.
Yours very truly,
XXXXXXXXXX.XXX
Per:
/s/Xxxxx Perfect
XXXXX PERFECT
CEO & President
The above terms are herewith agreed to this 17th day of November, 1999.
/s/Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
