AGREEMENT REGARDING COMPENSATION FOR SERVICES
THIS AGREEMENT (the "Agreement") is made this 4th day of September,
2001, by and between Xxxxxxx X. Xxxxxx, ("Xxxxxx"), an individual whose office
is located at 000 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000 and
Learner's World, Inc., a Florida corporation whose address is 000 Xxxxxx X,
Xxxxxxxx, Xxx Xxxx 00000 (the "Company").
WHEREAS, Xxxxxx has performed valuable legal and non-legal services
("services") for and on behalf of the Company, which services were not be in
connection with the offer or sale of securities in a capital-raising
transaction, nor were they for services which directly or indirectly promoted or
maintained a market for the Company's securities; and
WHEREAS, the aforesaid services to Company were provided with respect
to projects related to ongoing corporate business filings with the United States
Securities and Exchange Commission ("SEC") and other day-to-day corporate
activities; and
WHEREAS, Xxxxxx and his agents have also expended time and effort to
assist the Company in keeping its SEC filings current; and
WHEREAS, the Company has paid for certain of the services previously
rendered by issuing shares of stock of the Company to Xxxxxx, coupled with
assurances to Xxxxxx that he would be able to sell the shares and recoup the
fees owed for services; and
WHEREAS, the market price of the Company's shares has declined
substantially over the past year, precluding Xxxxxx from realizing payment of
the fees owed for services rendered to the Company; and
WHEREAS, Xxxxxx has been unable to recoup sufficient funds upon sale of
shares to realize the payment of fees for which the shares were issued; and
WHEREAS, Xxxxxx has rendered additional services for which he has not
yet been paid; and
WHEREAS, negotiations have been ongoing between Xxxxxx and the Company
regarding the payment to Xxxxxx of the amounts which he claims are owed to him
by the Company; and
WHEREAS, Xxxxxx claims entitlement to compensation in an amount in
excess of $50,000; and
WHEREAS, the Company desires to fairly compensate Xxxxxx for his
services which were of great value to the Company; and
WHEREAS, the Company desires to enter into an agreement to comprise and
settle the amounts owed to Xxxxxx by the Company.
NOW THEREFORE, in consideration of the mutual promises of the parties
hereto and other
goods and valuable consideration, the adequacy and sufficiency of which is
hereby admitted, the parties hereto agree as follows:
1. Fees
The Company agrees that the shares of stock previously issued to Xxxxxx
are inadequate to compensate him for the work for which the shares were
originally issued. The Company further agrees that it has not paid
Xxxxxx for his time expended subsequent to the issuance of such shares
and for work not covered by the issuance of the said shares. Therefore
the Company has agreed to pay fees to Xxxxxx pursuant to the terms of
this agreement, which fees are based upon the reasonable value of
Xxxxxx'x services as determined by negotiation and agreement between
the parties. The parties specifically represent that the services
rendered by Xxxxxx, for which payment is being made under this
Agreement, were not rendered in connection with the odder or sale of
securities in a capital-raising transaction or to directly or
indirectly promote or maintain a market for the Company's securities.
Xxxxxx'x rate is normally Three Hundred Dollars ($300) per hour.
However, Company and Xxxxxx have agreed on a fixed flat fee to be paid
by the Company as a compromise of Xxxxxx'x claims for all work
performed by Xxxxxx through August 31, 2001.
The flat fee to be paid by the Company to Xxxxxx for his past services
shall be a cash payment of Fifty Thousand Dollars ($50,000).
2. Payment
Company agrees to make the $50,000 cash payment within thirty days, or
immediately upon closing of any reverse merger or transfer of control
of the Company to any person(s).
The parties agree that in lieu of a cash payment, the Company may issue
to Xxxxxx sufficient free-trading shares of the Company's common stock,
registered under an S-8 Registration Statement to allow Xxxxxx, upon
immediate sale of the shares, to realize payment of the $50,000 payable
to him under the terms of this agreement.
The Company agrees that any shares issued to Xxxxxx pursuant to this
Agreement will be registered with the Securities and Exchange
Commission under a Form S-8 or other applicable registration statement,
and it shall cause such registration statement to remain effective at
all time while Attorney holds such shares.
3. Miscellaneous
This Agreement has been entered into in and shall be governed by and
construed in accordance with the laws of the State of Utah, and sets
forth the entire agreement between the parties for the resolution of
claims relating to services performed by Xxxxxx for the Company through
August 31, 2001. All prior agreements or understandings of the parties
have been and are merged herein. This Agreement can be amended or
modified only in
writing. Each party signing below is jointly and severally responsible
for all obligations due to Xxxxxx and represents that each has full
authority to execute this Agreement so that it is binding. This
Agreement may be signed in one or more counterparts and binds each
party signing it whether or not any other proposed signatory ever
executes it. If any provision of this Agreement or the application
thereof is held invalid or enforceable, the invalidity or unenforceable
shall not effect other provisions or applications, and to this end the
provisions of this Agreement are declared to be serverable. The failure
to insist upon strict compliance with any of the terms, covenants or
conditions of the Agreement shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.
4. Enforcement of Agreement
The parties agree that any suit to enforce the provisions of this
Agreement shall be brought in the Third Judicial District Court of Salt
Lake City, State of Utah, and the parties consent to personal
jurisdiction in said court and agree that venue for any suit to enforce
the provisions of this Agreement shall be in Salt Lake County, State of
Utah. The prevailing party in any such suit shall be entitled to
recover all costs of suit, including attorney's fees and expert witness
fees.
5. Counterparts
The Agreement may be executed in duplicate facsimile counterparts, each
of which shall be deemed an original and together shall constitute one
and the same binding Agreement, with one counterpart being delivered to
each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the day and date first above written.
Learner's World, Inc.
Dated this 6 day of September, 2001 By: /s/ Xxx Xxxxxxxx
-------------------------------
Xxx Xxxxxxxx, President
Dated this 6th day of September, 2001 /s/ Xxxxxxx Xxxxxx
-------------------------------
Xxxxxxx X. Xxxxxx
