Contract
EXHIBIT 99
CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this 7th day of March, 2002, between Regent Energy Corporation, a Nevada corporation ("Regent "), and Xxxx X. Xxxxxxx, Attorney at Law, and Xxxxxxx X. Xxxxxxxx, Attorney at Law, (the "consultants") who have executed and delivered this Plan by the execution and delivery of the Counterpart Signature Pages which are designated as Exhibits "A" and "B".
Section 1
Section 2
Representations and Warranties of Regent
Regent represents and warrants to, and covenants with, the consultants as follows:
2.1 Corporate Status. Regent 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.
2.3 Registration Statement on Form S-8. Regent 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 Regent ; and Regent will provide to the consultants 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. Regent 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.
2.6 Reports With the Commission. Regent 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 Regent 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.
Section 3
Representations and Warranties of the Consultants
The consultants represent and warrant to, and covenant with, Regent as follows:
3.1 Employment. The consultants hereby accept employment by Regent for the services performed pursuant to this Agreement. The services performed by The consultants hereunder have been personally rendered by The consultants, and persons who he employs or contracts with in the regular course of business.
3.2 Accredited Investors. The consultants represent and warrant that, by reason of income, net assets, education, background and business acumen, the consultants have the experience and knowledge to evaluate the risks and merits attendant to an investment in shares of common stock of Regent , 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, he is an "accredited investor" 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 consultants shall have provided the services outlined in the respective Counterpart Signature Pages to Regent , and The consultants fully believes that an investment in shares of common stock of Regent is a suitable investment for The consultants.
3.4 Limitation on Services. None of the services rendered by The consultants and paid for by the issuance of shares of common stock of Regent shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. The consultants have full power and authority to enter into this Plan and carry out the obligations hereunder. Execution of this Plan and performance by The consultants hereunder constitutes a valid and binding obligation of The consultants and performance hereunder will not violate any other agreement to which they are a party.
Section 4
Regent and The consultants 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 Regent 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
Prior to the performance of services hereunder, this Plan may be terminated (1) by mutual consent of Regent and The consultants in writing; (2) by either the Directors of Regent or The consultants 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 Regent to pay for any services actually rendered by The consultants hereunder shall survive any such termination.
Section 6
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.
Regent Energy Corporation
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, President and Chief Executive Officer
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between Regent Energy Corporation and the undersigned Consultant is executed as of the date set forth herein below.
Consultant:
/s/ Xxxx X. Xxxxxxx
Date: March 11, 2002
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between Regent Energy Corporation and the undersigned Consultant is executed as of the date set forth herein below.
Consultant:
/s/ Xxxxxxx X. Xxxxxxxx
Date: March 11, 2002
PARTICIPANT RESPONSE LETTER 1
(Letterhead of Xxxx X. Xxxxxxx)
To: Regent Energy Corporation
Date: March 11, 2002
Description of Service: For consulting rendered and to be rendered pursuant to our Consulting Agreement-payment in shares of Regent Energy (free trading)
# Shares: 6,000,000
TOTAL: 6,000,000
THANK YOU FOR YOUR BUSINESS
PARTICIPANT RESPONSE LETTER 2
(Letterhead of Xxxxxxx X. Xxxxxxxx)
INVOICE
To: Regent Energy Corporation
Date: March 12, 2002
Description of Service: For preparation and filing of S-8
# Shares: 18,000
TOTAL: 18,000