CONSULTANT COMPENSATION AGREEMENT
CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this 20th day of November, 2001, among Zamage Digital Imaging, Inc., a Colorado corporation ("Zamage"); 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 "I" hereof: Xxxxxx X. Xxxxxxx, Xxxxxxx Xxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxx, Xx Xxxxxxxxx, Xxxxxxxx Xxx, Justeene Xxxxxxxxxxx, Xxxxxxx X. Xxxxxxxx
Section 1
1.8 Adjustments in the Number of Shares of Common Stock and Price Per Share. Zamage and the Consultants agree that the per share price of shares of common stock that may be issued by Zamage to the Consultants for services performed under this Plan has been arbitrarily set by Zamage; however, in the event Zamage 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 Zamage 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.
Section 2
Representations and Warranties of Zamage
Zamage represents and warrants to, and covenants with, the Consultants as follows:
2.1 Corporate Status. Zamage is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado 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 Zamage has duly adopted a Compensation Plan as defined in Rule 405 of the Commission pursuant to which Zamage 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 Zamage.
2.3 Registration Statement on Form S-8. Zamage 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 Zamage; and Zamage 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. Zamage 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. Zamage shall not request the Consultants to perform any services in connection with any "capital raising" or "stock promotion" transaction under this Plan.
2.6 Reports With the Commission. Zamage 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 Zamage 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. Zamage 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 Zamage hereunder have been duly authorized by all requisite corporate action on the part of Zamage, and this Plan constitutes a valid and binding obligation of Zamage and performance hereunder will not violate any provision of the Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of Zamage.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants with, Zamage as follows:
Section 4
Zamage 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 Zamage 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
Prior to the performance of services hereunder, this Plan may be terminated (1) by mutual consent of Zamage and the respective Consultants in writing; (2) by either the Directors of Zamage 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 Zamage to pay for any services actually rendered by the Consultants hereunder shall survive any such termination.
Section 6
6.5 Governing law. This Plan shall be governed by and construed and enforced in accordance with the laws of the State of Colorado, except to the extent pre-empted by federal law, in which event (and to that extent only), federal law shall govern.
Zamage Digital Imaging, Inc.
By /s/ Xxxxxxx Xxxxxx
---------------------------
Xxxxxxx Xxxxxx, CEO and Chairman of the Board
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between Zamage Digital Imaging, Inc. and the undersigned Consultant is executed as of the date set forth herein below.
/s/ Xxxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx Xxxxx #000X
Xxxx Xxxx Xxxx, XX 00000
Date: November 19, 2001
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 40,000
shares of Zamage common stock, at $.05 per share.
EXHIBIT X-0
Xxxx 00, 0000
Xxxxxx Digital Imaging, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
Via Facsimile
Re: Compensation
Dear Xx. Xxxxxx:
This will confirm for purposes of any filing requirements the work performed in exchange for the shares of Zamage that Zamage agreed to have issued to me.
1. 40,000 shares represents the stock portion of my fee for work related to preparation and filing of documentation related to: (1) its S-8 Registration Statement; and (2) a portion of the general legal services provided through November 19, 2001.
Please call with any questions you may have.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between Zamage Digital Imaging, Inc. and the undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Justeene Xxxxxxxxxxx
Date: November 20, 2001 /s/ Justeene Xxxxxxxxxxx
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 208,223
shares of Zamage common stock, at $.05 per share.
EXHIBIT "B-1"
November 20, 2001
Zamage Digital Imaging, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
VIA FACSIMILE
Services rendered on behalf of Zamage/SPM
- 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: 208,223 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
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between Zamage Digital Imaging, Inc. and the undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxxx Xxx
Date: November 19, 2001 /s/ Xxxxxxxx Xxx
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 200,000
shares of Zamage common stock, at $.05 per share.
EXHIBIT "C-1"
November 20, 2001
Zamage Digital Imaging, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
VIA FACSIMILE
Services rendered on behalf of Zamage/SPM
- 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/ Xxxxxxxx Xxx
Xxxxxxxx Xxx
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between Zamage Digital Imaging, Inc. and the undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx Xxx
Date: November 19, 2001 /s/ Xxxxxxx Xxx
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 300,000
shares of Zamage common stock, at $.05 per share.
EXHIBIT "D-1"
November 19, 2001
Zamage Digital Imaging, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
As previously agreed, in exchange for 300,000 shares of the Company, I have performed business consulting services for the Company, including the introduction of national and international customers, business associates and alliances, and branding, marketing and related strategic services for the Company. None of these services were related to a capital raising transaction or transactions, promotion of stock of the Company, or related to the reverse merger of the Company.
Thank you for your consideration in this matter. If you have any questions, please do not hesitate to contact me.
Sincerely,
/s/ Xxxxxxx Xxx
Xxxxxxx Xxx
EXHIBIT "E"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between Zamage Digital Imaging, Inc. and the undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxx Xxxxx
Date: November 19, 2001 /s/ Xxxx Xxxxx
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit E-1 attached hereto and incorporated herein by reference as set forth and as will be set forth in invoices for 300,000
shares of Zamage common stock, at $.05 per share.
EXHIBIT "E-1"
November 19, 2001
Zamage Digital Imaging, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
As previously agreed, in exchange for 300,000 shares of the Company, I have performed business consulting services for the Company, including the introduction of national and international customers, business associates and alliances, and branding, marketing and related strategic services for the Company. None of these services were related to a capital raising transaction or transactions, promotion of stock of the Company, or related to the reverse merger of the Company.
Thank you for your consideration in this matter. If you have any questions, please do not hesitate to contact me.
Sincerely,
/s/ Xxxx Xxxxx
Xxxx Xxxxx
EXHIBIT "F"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between Zamage Digital Imaging, Inc. and the undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxx Xxxxxxx
Date: November 19, 2001 /s/ Xxxx Xxxxxxx
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit F-1 attached hereto and incorporated herein by reference as set forth and as will be set forth in invoices for 300,000
shares of Zamage common stock, at $.05 per share.
EXHIBIT "F-1"
November 19, 2001
Zamage Digital Imaging, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
As previously agreed, I have agreed to perform the services set forth in the Multi-Media/Corporate Imaging Agreement, which we have executed, in exchange for the shares set forth therein.
Thank you for your consideration in this matter. If you have any questions, please do not hesitate to contact me.
Sincerely,
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
EXHIBIT "G"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between Zamage Digital Imaging, Inc. and the undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxx Xxxx
Date: November 19, 2001 /s/ Xxxxx Xxxx
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit G-1 attached hereto and incorporated herein by reference as set forth and as will be set forth in invoices for 299,000
shares of Zamage common stock, at $.05 per share.
EXHIBIT "G-1"
November 19, 2001
Zamage Digital Imaging, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
As previously agreed, in exchange for 299,000 shares of the Company, I have performed business consulting services for the Company, including the introduction of national and international customers, business associates and alliances, and branding, marketing and related strategic services for the Company. None of these services were related to a capital raising transaction or transactions, promotion of stock of the Company, or related to the reverse merger of the Company.
Thank you for your consideration in this matter. If you have any questions, please do not hesitate to contact me.
Sincerely,
/s/ Xxxxx Xxxx
Xxxxx Xxxx
EXHIBIT "H"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between Zamage Digital Imaging, Inc. and the undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xx Xxxxxxxxx
Date: November 19, 2001 /s/ Xx Xxxxxxxxx
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit H-1 attached hereto and incorporated herein by reference as set forth and as will be set forth in invoices for 299,000
shares of Zamage common stock, at $.05 per share.
EXHIBIT "H-1"
November 19, 2001
Zamage Digital Imaging, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
As previously agreed, in exchange for 299,000 shares of the Company, I have performed business consulting services for the Company, including the introduction of national and international customers, business associates and alliances, and branding, marketing and related strategic services for the Company. None of these services were related to a capital raising transaction or transactions, promotion of stock of the Company, or related to the reverse merger of the Company.
Thank you for your consideration in this matter. If you have any questions, please do not hesitate to contact me.
Sincerely,
/s/ Xx Xxxxxxxxx
Xx Xxxxxxxxx
EXHIBIT "I"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between Zamage Digital Imaging, Inc. and the undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxx X. Xxxxxxx
Date: November 19, 2001 /s/ Xxxxxx X. Xxxxxxx
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit I-1 attached hereto and incorporated herein by reference as set forth and as will be set forth in invoices for 400,000
shares of Zamage common stock, at $.05 per share.
XXXXXXX "X-0"
Xxxxxxxx 00, 0000
Xxxxxx Digital Imaging, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
As previously agreed, in exchange for 400,000 shares of the Company, I have performed business consulting services for the Company, including the introduction of national and international customers, business associates and alliances, and branding, marketing and related strategic services for the Company. None of these services were related to a capital raising transaction or transactions, promotion of stock of the Company, or related to the reverse merger of the Company.
Thank you for your consideration in this matter. If you have any questions, please do not hesitate to contact me.
Sincerely,
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx