Exhibit 2(ii)
ASYST INC.
COMPENSATORY BENEFIT CONTRACT
WITH XXXXXXX XXXXXXXX
THIS Compensatory Benefit Contract is made and entered into by and
between Asyst, Inc., a Utah corporation, and Xxxxxxx Xxxxxxxx as of April 30,
1999 for the purpose of providing compensation in the form of Common Shares of
the corporation for cash payments made by Xxxxxxxx on behalf of, and services
performed by him, on behalf of the corporation during the period from
February 1997 through April 1999.
WHEREAS, Asyst Corporation is a Utah corporation which has conducted no
active business operations since 1995; and
WHEREAS, during that period Xxxxxxx Xxxxxxxx has, with the knowledge and
consent of the Board of Directors of the corporation, expended sums of money
and spent significant time for the purpose of maintaining The Company as a
Utah business corporation in good standing and paying fees and other
assessments incurred in connection with preparing it to file a registration
statement under the Securities Exchange Act of 1934 on Form 10-SB, as
follows: Payment of cash in the sum of $3,500; Entered into an agreement to
pay attorneys fees of an additional $6,000; Spent in excess of 50 hours
performing services for the corporation which, at market value, should be
compensated at not less than $25 per hour for hourly compensation of $1250,
making a total due of at least $10,750.
WHEREAS, the Company is without cash funds with which to provide
compensation for such services or pay the costs and fees discharged and paid
by Xxxxxxxx on behalf of the corporation; and
WHEREAS, The Company desires to enter into this Compensatory Benefit
Contract as a means of providing compensation to Xxxxxxxx in the form of
Common Shares of the corporation;
NOW, THEREFORE, it is mutually agreed as follows:
1. The cash payments, payment agreements and hourly services
performed for and on behalf of Xxxxxxx Xxxxxxxx on behalf of The Company with
the knowledge and consent of the Board of Directors are valued, at market, at
a sum of not less than $10,750.
2. As compensation for these cash expenditures and services, The
Company agrees to cause to be issued 250,000 of its $.001 par value Common
Shares.
3. The Company Common Shares have no market value, and on the basis
of the Company's audited balance sheet as of December 1, 1999, have negative
net worth. Accordingly, the shares shall be valued, for purposes of this
agreement, at their par value, that is: a sum less than $10,750.
4. Xxxxxxxx agrees to compromise all his claims against the
corporation for cash and services in exchange for receipt of the aforesaid
Common Shares.
5. The Common Shares, when issued, shall not have been registered
under the Securities Act of 1933 but shall be issued in reliance on the
exemption from registration provided by § 3(b) of the Act and Rule 701
promulgated thereunder. Accordingly, the shares, when issued, shall be
"restricted securities" as that term is defined by paragraph (a)(3) of SEC
Rule 144 and the certificate(s) representing the shares shall bear a standard
form restrictive legend.
ASYST INC.
By: /s/Xxxxxx Xxxx
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
