2002 CONSULTANT SERVICES PLAN
THIS is the 2002 CONSULTANT SERVICES PLAN (the "Plan") and is made as of
the 28th day of August, 2002 between Communitronics of America, Inc. a Utah
Corporation (the "Company"), for the Consultant listed below (the "Consultant").
R E C I T A L S
WHEREAS, the Company wishes to grant, and the Consultant wishes to receive,
as compensation for services provided to the Company, an aggregate of 900,000
shares of the common stock of the Company, par value $.001 per share (the
"Common Stock"), pursuant to the provisions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms
and conditions herein, and other good and valuable considerations, the receipt
and sufficiency of which are hereby acknowledged by the parties, the parties agree
as follows:
1. Grant of Share.The Company hereby grants to the Consultant the following
shares of Common Stock ( the "Shares") in the Company.
Name # of Shares Service Type
Xxxxxxx Xxxxx 900,000 Consulting Services
2. Services. Consultant has been engaged by the Company to perform consulting
services and the Company acknowledges that the services to be rendered
hereby are not in connection with the offer or sale of securities in a
capital raising transaction and do not directly or indirectly promote
or maintain a market for the securities of the Company.
3. Compensation. Consultant's compensation is the Shares identified
herein. The parties agree the Shares are valued at $.01 each. Consultant
is responsible for all income taxes.
4. Registration or Exemption. Notwithstanding anything to the contrary
contained herein, the Shares will be registered on Form S-8 Registration
Statement dated August 23, 2002.
5. Delivery of Shares. The Company shall deliver to the Consultant the shares
representing the total number granted under number one.
6. Waiver. No waiver is enforceable unless in writing and signed by the
waiving party, and any waiver shall not be construed as a waiver by any
other party or of any other or subsequent breach.
7. Amendments. This Plan may not be amended unless by the mutual consent of
all the parties hereto in writing.
8. Governing Law. This Plan shall be governed by the laws of the State of
Florida, and the sole venue for any action arising hereunder shall be
Hillsborough County, Florida.
9. Assignment and Binding Effect. Neither this Plan nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto
without the prior written consent of the other parties hereto except
as otherwise provided herein. This Plan shall be binding upon and for
the benefit of the parties hereto and their respective heirs, permitted
successors, assigns and/or delegates.
10. Integration and Captions. This Plan includes the entire understanding of
the parties hereto with respect to the subject matter hereof. The captions
herein are for convenience and shall not control the interpretation of
this Plan.
11. Legal Representation. Each party has been represented by independent
legal counsel in connection with this Plan, or each has had the
opportunity to obtain independent legal counsel and has waived such
right, and no tax advice has been provided to any party.
12. Construction. Each party acknowledges and agrees having had the opportunity
to review, negotiate and approve all of the provisions of this Plan
13. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent
and purpose of this Plan as set forth herein above.
14. Fees, Costs and Expenses. Each of the parties hereto acknowledges and
agrees to pay, without reimbursement from the other party(ies), the fees,
costs, expenses incurred by each such party incident to this Plan.
15. Consents and Authorizations. By the execution hereinbelow, each party
acknowledges and agrees that each such party has the full right, power,
legal capacity and authority to enter into this Plan, and the same
constitutes a valid and legally binding Plan of each such party in
accordance with the terms, conditions and other provisions contained
herein.
16. Severability. In the event anyone or more of the provisions of this Plan
shall be deemed unenforceable by any court of competent jurisdiction for
any reason whatsoever, this Plan shall be construed as if such unenforceable
provision had never been contained herein.
17. Counterparts.This Plan may be executed in counterparts.
18. Facsimile. This Plan may be executed by facsimile.
Communitronics of America, Inc. CONSULTANT
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxxxx Xxxxx
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Xxxxx X. Xxxxxxxx Xxxxxxx Xxxxx
President/CFO
