CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made as
of this 23th day of June, 2000, among Balanced Living, Inc., a Colorado
corporation ("Balanced"); and Xxxxxxx X. Xxxxxxxxxx, Esq., who has executed
and delivered this Plan by the execution and delivery of the Counterpart
Signature Pages which are designated as Exhibit "A" (the "Consultant").
WHEREAS, the Board of Directors of Balanced has adopted a
written compensation agreement for compensation an individual Consultant who
are natural person, and is an attorney; and
WHEREAS, Balanced has engaged the Consultant to provide
services at the request of and subject to the satisfaction of its management;
and
WHEREAS, the Consultant has provided services at the request
and subject to the approval of the management of Balanced; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultant and the maximum value of such
services under this Plan are listed in the Counterpart Signature Page; and
WHEREAS, Balanced and the Consultant intends 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 Balanced 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 Balanced;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Balanced hereby employs the Consultant and the
Consultant hereby accept such employment, and have and will perform the
services requested by management of Balanced to its satisfaction during the
term hereof. The services performed by the Consultant hereunder have been and
will be personally rendered by the Consultant, and no one acting for or on
behalf of the Consultant, except those persons normally employed by the
Consultant in rendering services to others, such as secretaries, bookkeepers
and the like.
1.2 Independent Contractors. Regardless of the Consultant's
status as an "employee" under Rule 405 of the Commission, all services
rendered by the Consultant hereunder have been rendered as independent
contractors, and the Consultant shall be liable for any FICA taxes,
withholding or other similar taxes or charges, and the Consultant shall
indemnify and hold Balanced harmless therefrom; it is understood and agreed
that the value of all such items has been taken into account by the Consultant
in computing the billable rate for the services the Consultant has rendered
and agreed to render to Balanced.
1.3 Term. All services performed at the request of Balanced by
the Consultant 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 Balanced and the Consultant.
1.4 Payment. Balanced and the Consultant agree that Balanced
shall pay the invoices of the Consultant for the services performed under this
Plan by the issuance of shares of its common stock at a price of approximately
$0.05 per share; 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 Consultant hereunder, the Consultant shall provide
Balanced with a written invoice detailing the services duly performed. Such
invoice shall be paid by Balanced in accordance with Section 1.4 above,
subject to the satisfaction of the management of Balanced 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 the Consultant shall be deemed to be a subscription by the
Consultant to purchase shares of common stock of Balanced 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 Consultant 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 Consultant assumes the risk
of any decrease in the per share price or value of the shares of common stock
of Balanced that may be issued by Balanced for services performed by the
Consultant hereunder, and the Consultant agrees that any such decrease shall
in no way affect the rights, obligations or duties of the Consultant
hereunder.
1.7 Limitation on Services. None of the services rendered by
the Consultant and paid for by the issuance of shares of common stock of
Balanced 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 Consultant, and duly verified to the
satisfaction of Balanced, 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
Consultant at the address listed on the Counterpart Signature Page, unless
another address shall be provided to Balanced in writing prior to the issuance
of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Balanced and the Consultant agree that the per share price
of shares of common stock that may be issued by Balanced to the Consultant for
services performed under this Plan has been arbitrarily set by Balanced;
however, in the event Balanced 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
Balanced prior to the issuance of shares to the Consultant, that the per share
price and the number of shares issuable to the Consultant 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 Consultant shall be the date set forth on the respective Counterpart
Signature Pages.
1.11 Conditions. The Plan is subject to the following condition,
to-wit:
The number of shares of common stock to be issued under the
Plan shall in no event exceed 10% of the total issued and
outstanding shares of common stock of the Company on the
date of issuance.
Section 2
Representations and Warranties of Balanced
Balanced represents and warrants to, and covenants with, the
Consultant as follows:
2.1 Corporate Status. Balanced is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada
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 Balanced has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Balanced 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 Balanced.
2.3 Registration Statement on Form S-8. Balanced 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 Balanced; and Balanced will provide to the Consultant 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.
Balanced 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. Balanced shall not request the
Consultant to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. Balanced 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 Balanced 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. Balanced 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 Balanced
hereunder have been duly authorized by all requisite corporate action on the
part of Balanced, and this Plan constitutes a valid and binding obligation of
Balanced and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of Balanced.
Section 3
Representations and Warranties of the Consultant
The Consultant represents and warrants to, and covenants with,
Balanced as follows:
3.1 Employment. The Consultant hereby accepts employment by
Balanced for the services performed pursuant to this Agreement. The services
performed by the Consultant hereunder have been personally rendered by the
Consultant, and no one acting for or on behalf of the Consultant.
3.2 Accredited Investors. The Consultant represents and
warrants that, by reason of income, net assets, education, background and
business acumen, the Consultant has the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Balanced, 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, the Consultant shall have provided the services outlined in the
Counterpart Signature Page to Balanced, and the Consultant, singly, or through
the advice of a competent professional, fully believe that an investment in
shares of common stock of Balanced is a suitable investment for the
Consultant.
3.4 Limitation on Services. None of the services rendered by
the Consultant and paid for by the issuance of shares of common stock of
Balanced shall be services related to any "capital raising" transaction; and
neither consultant is a promoter of the stock of Balanced nor a public
relations person for Balanced.
3.5 Authority and Authorization. The Consultant has full power
and authority to enter into this Plan and carry out the obligations hereunder.
Execution of this Plan and performance by the Consultant hereunder constitutes
a valid and binding obligation of the Consultant and performance hereunder
will not violate any other agreement to which the Consultant is a party.
Section 4
Indemnity
Balanced and the Consultant 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 Balanced 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 Balanced and the Consultant in writing;
(2) by either the Directors of Balanced or the Consultant 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 Balanced to pay for any services actually rendered by the
Consultant 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 Balanced: 0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
If to Consultant: 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 Balanced nor the Consultant 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.
BALANCED LIVING, INC.
By/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
President
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Balanced Living, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx X. Xxxxxxxxxx, Esq.
Suite 205, Hermes Building
455 East 000 Xxxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
Date: 6/22/00 /s/Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx, Esq.
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit A-1 100,000 shares
$5,000
EXHIBIT X-0
Xxxx 00, 0000
Xxxxxxx X. Xxxxxxxxxx, Esq.
Suite 205, 455 East 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Balanced Living, Inc., a Colorado corporation (the
"Company")
Dear Xx. Xxxxxxxxxx:
Thank you for your letter dated June 21, 2000, regarding the S-8
proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company include the preparation and review of all relevant documents,
disposition of its wholly-owned subsidiary, related agreements,
correspondence, minutes and conferences, and the preparation and filing of
related Reports with the Securities and Exchange Commission.
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxxxxx, Esq.
