COMPENSATION AGREEMENT
This
Compensation Agreement is dated as of January 26, 2006 by and between Veridicom
International, Inc., a Delaware corporation (the “Company”) and Xxxx X. Xxxx
(the “Consultant”)., a member of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP.
WHEREAS,
the Company has requested the Consultant to provide the Company with legal
services in connection with their business, and the Consultant has agreed to
provide the Company with such legal services; and
WHEREAS,
the Company wishes to compensate the Consultant with shares of its common stock
for such services rendered;
NOW
THEREFORE, in consideration of the mutual covenants hereinafter stated, it
is
agreed as follows:
1. The
Company will issue to the Consultant, from time to time upon request of the
Consultant to the Company, subject to the limitations set forth in Section
3
herein, an aggregate of 2,500,000 shares of the Company’s common stock, $.001
par value per share (the “Common Stock”). Subsequent to the filing of a
registration statement on Form S-8 with the Securities and Exchange Commission
registering such shares, as set forth in Section 2 below, the shares of Common
Stock to be issued shall represent consideration for services to be performed
by
the Consultant on behalf of the Company.
2. The
above
compensation shall be registered using a Form S-8. The Company shall file such
Form S-8 with the Securities and Exchange Commission within 30 days of the
execution of this agreement.
3. Notwithstanding
anything contained herein to the contrary, in no event shall the Consultant
be
entitled to receive a number of shares of Common Stock of which the sum of
the
number of shares of Common Stock beneficially owned by the Consultant and its
affiliates would result in beneficial ownership by the Consultant and its
affiliates of more than 4.9% of the outstanding shares of Common Stock. For
purposes of the immediately preceding sentence, beneficial ownership shall
be
determined in accordance with Section 13(d) of the Securities Exchange Act
of
1934, as amended, and Regulation 13D-G thereunder.
IN
WITNESS WHEREOF, this Compensation Agreement has been executed by the Parties
as
of the date first above written.
| VERIDICOM INTERNATIONAL, INC. | ||
| |
|
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| By: | /s/ Xxxx Xxxx | |
|
Xxxx Xxxx, CEO |
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| /s/ Xxxx X. Xxxx | ||
|
Xxxx X. Xxxx |
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