Exhibit 4.1 Common Stock Compensation Agreements
Agreement With Consultant
1. Introduction. This Agreement is made this 7th day of February,
2000 by and between China Premium Food Corporation, a Delaware
corporation having a place of business in North Palm Beach, Florida (the
"Company" or "CPFC") and Xxx Xxxxxx d/b/a Xxxxxx Group, 0000 Xxxxxx Xxxx,
Xxxxxxxx, XX 00000 (Consultant), in consideration of the mutual covenants
and promises contained herein.
2. Retention and Description of Services. During the term of this
Agreement, Consultant will furnish consulting services and advice as
specifically requested by Management of CPFC. The services and advice will
relate to work being done or planned by CPFC in connection with the
creation of general promotional and packaging materials for the products
sold by CPFC or its subsidiaries including, but not limited to, art work,
graphic design and advertising materials, and the creation of and advise
concerning appropriate product packaging, promotion and advertising
concepts for utilization by CPFC or its subsidiaries.
3. Term of Agreement. Consultant's services shall be available to
CPFC for a period of one year, to be renewed from year to year upon the
mutual agreement of the parties hereto.
4. Where Services Are to Be Performed. Consultant's services will
be performed at Consultant's facilities or such other places that are
appropriate and are mutually agreed to by Consultant and CPFC.
5. Compensation. CPFC will pay Consultant for its out of pocket
expenses, which have been pre-approved by CPFC, and a fee based upon
invoices submitted to CPFC by Consultant. CPFC shall pay 100% of
Consultant's expenses in cash; the invoice fees shall be paid to Consultant
by CPFC either in cash or, if the parties agree in a written Addendum
(which shall be attached to this Agreement, dated and executed by the
parties), by the issuance of an equivalent amount of its common stock
pursuant to this agreement, valued at the market price of such shares on
the trading day on which such Addendum to this Consulting Agreement is
executed.
6. Rule 428 Prospectus Information. The parties agree that this
agreement shall be deemed an "employee benefit plan" as defined in Rule 405
of Regulation C under the Securities Act of 1933 and that the "plan" shall
be self administered by Consultant. Consultant acknowledges the following:
a. CPFC will cause to be filed a registration statement on Form S-8
to register the common stock issued to Consultant by CPFC pursuant to this
agreement and to register the resale of that common stock.
b. The information contained in Form S-8 and any resale prospectus
may disclose details concerning this agreement, which disclosure will not
be confidential.
c. This agreement is compensatory in nature and purpose with respect
to obligations of CPFC owing to Consultant, which from time to time will be
current obligations, and is not subject to any provisions of the Employee
Retirement Income Security Act of 1974.
d. Consultant shall self administer this plan and has the sole
discretion to dispose of or distribute the securities issued under this
agreement, unless prohibited by law.
e. The common stock of CPFC issued under this agreement has been
registered under Section 12(g) of the Securities Exchange Act of 1934.
f. As an "employee benefit plan" this agreement is limited to the
benefit of Consultant. CPFC, however, may enter into similar agreements,
from time to time which, constitute separate employee benefit plans for
other consultants, advisors, employees, directors or officers of CPFC.
g. Consultant is not required to contribute toward the securities
issued under this agreement, except for services rendered by Consultant
under this agreement.
h. Given the nature of this agreement as compensatory in nature and
purpose and the sole discretion of Consultant in administering this plan,
CPFC will not issue any reports concerning the plan to Consultant, other
than to provide an annual recap of the securities issued and cash paid
hereunder as required by the Internal Revenue Code and appurtenant rules
and regulations.
i. CPFC has not imposed any resale restrictions on the securities
issued under this agreement.
j. This plan is not qualified under Section 401 of the Internal
Revenue Code of 1986. The value of the securities issued under this
agreement constitutes ordinary income to Consultant.
k. This agreement cannot be assigned or hypothecated by Consultant.
l. This agreement will terminate or be forfeited as provided herein.
m. This agreement does not provide for the holding of securities,
funds or other assets and, as such, no lien has or may be created on any
such securities, funds or assets.
n. The following documents are incorporated by reference and are
available at no charge to the Consultant upon written or oral request to
the Secretary of CPFC at China Peregrine Food Corporation, 00000 XX Xxxxxxx
0, Xxxxx 000, Xxxxx Xxxx Xxxxx, XX, 00000, Tel. No. 000-000-0000:
i. Form 10-SB/A, effective January 8, 1999
ii. Form 10-KSB/A for Y/E December 31, 1998
iii. Form 10Q for period ending September 30, 1999
iv. Such other documents as may be designated in the aforesaid
Form S-8 Registration Statement
7. Reimbursement of Travel Expenses. If pre-approved by CPFC upon
the request of Consultant, CPFC will reimburse Consultant for all
authorized expenses incurred by Consultant for travel required in
connection with the furnishing services under this Agreement.
Reimbursement of travel expenses shall be made on the basis of itemized
statements submitted by Consultant and including, whenever possible, actual
bills, receipts, or other evidence of expenditures.
8. Consultant an Independent Contractor. Consultant will furnish
Consultant's services as an independent contractor and not as an employee
of CPFC or of any company affiliated with CPFC. Consultant has no power or
authority to act for, represent, or bind CPFC or any company affiliated
with CPFC in any manner. Except as provided in this agreement, Consultant
is not entitled to any medical coverage, life insurance, participation in
CPFC's savings plan, or other benefits afforded to CPFC's regular
employees, or those of CPFC's affiliated companies. If CPFC or any of
CPFC's affiliated companies is required to pay or withhold any taxes or
make any other payment with respect to fees payable to Consultant,
Consultant will reimburse CPFC or the affiliated company in full for taxes
paid, and permit CPFC to make deductions for taxes required to be withheld
from any sum due Consultant.
9. Consultant Not to Engage in Conflicting Activities. During the
time of this Agreement, Consultant will not enter into any activity,
employment, or business arrangement that conflicts with CPFC's interests or
Consultant's obligations under this Agreement. In view of the sensitive
nature of Consultant's status, CPFC shall have the option of terminating
this Agreement at any time if, in CPFC's sole judgment, a conflict of
interest exists or is imminent. Consultant will advise CPFC of
Consultant's position with respect to any activity, employment, or business
arrangement contemplated by Consultant that may be relevant to this
Paragraph. For this purpose, Consultant agrees to disclose any such plans
to CPFC prior to implementation.
10. Trade Secrets and Inventions. Consultant will treat as
proprietary any information belonging to CPFC, CPFC's affiliated companies,
or any third parties, disclosed to Consultant in the course of Consultant's
services. Consultant assigns and agrees to assign to CPFC or CPFC's
nominee all rights in inventions or other proprietary information conceived
by Consultant during the term of this Agreement with respect to any work
that Consultant performs under this Agreement.
11. Inside Information--Securities Laws Violations. In the course
of the performance of Consultant's duties, it is expected that Consultant
will receive information that is considered material inside information
within the meaning and intent of the federal securities laws, rules, and
regulations. Consultant will not disclose this information directly or
indirectly for Consultant or as a basis for advice to any other party
concerning any decision to buy, sell, or otherwise deal in CPFC's
securities or those of any of CPFC's affiliated companies.
12. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign. Consultant represents and warrants that (a) all
payments under this Agreement constitute compensation for services
performed and (b) this Agreement and all payments, and the use of the
payments by Consultant, do not and shall not constitute an offer, payment,
or promise, or authorization of payment of any money or gift to an official
or political party of, or candidate for political office in, any
jurisdiction within or outside the United States. These payments may not
be used to influence any act or decision of an official, party, or
candidate in his, her, or its official capacity, or to induce such
official, party, or candidate to use his, her, or its influence with a
government to affect or influence any act or decision of such government to
assist CPFC in obtaining, retaining, or directing business to CPFC or any
person or other corporate entity. As used in this Paragraph, the term
"official" means any officer or employee of a government, or any person
acting in an official capacity for or on behalf of any government; the term
"government" includes any department, agency, or instrumentality of a
government.
13. Termination of Agreement by Notice. Either party may terminate
this Agreement upon thirty days' notice by registered or certified mail,
return receipt requested, addressed to the other party.
14. Governing Law. This Agreement is subject to and shall be
interpreted in accordance with the laws of Delaware.
CHINA PREMIUM FOOD CORPORATION
By /s/ Xxx X. Xxxxxx
------------------------------
Xxx X. Xxxxxx, President
CONSULTANT
/s/ Xxx Xxxxxx d/b/a/ Xxxxxx Group
----------------------------------
Xxx Xxxxxx d/b/a Xxxxxx Group
ADDENDUM TO AGREEMENT
Reference is made to a certain Consulting Agreement by and between the
parties, dated February 7, 2000, to which this Addendum is attached and
in which it is incorporated.
Pursuant to Paragraph 4 of the Consulting Agreement, the parties agree as
follows:
Compensation in Common Stock. For the period ending and for services
rendered by Consultant through December 31, 1999, the parties have agreed
that CPFC shall pay Consultant for fees in common stock totaling 51,314
shares of the common stock of CPFC, valued at the market price of such
shares on the trading day on which this Addendum to Consulting Agreement is
executed, or $0.75 per share.
CHINA PREMIUM FOOD CORPORATION
(Formerly China Peregrine Food Corporation)
By /s/ Xxx X. Xxxxxx
------------------------------
Xxx X. Xxxxxx, President and
Chief Executive Officer
CONSULTANT
/s/ Xxx Xxxxxx d/b/a Xxxxxx Group
---------------------------------
Xxx Xxxxxx d/b/a Xxxxxx Group
Dated: February 7, 2000
Agreement With Consultant
1. Introduction. This Agreement is made this 7th day of February,
2000, by and between China Premium Food Corporation, a Delaware
corporation having a place of business in North Palm Beach, Florida (the
"Company" or "CPFC") and Xxx X. Xxxxxx, Xx., Esquire, 000 Xxxxx Xxxxxx,
Xxxxxx, XX 00000 (Consultant), in consideration of the mutual covenants and
promises contained herein.
2. Retention and Description of Services. Consultant has furnished
legal and consulting services and advice as specifically requested by
Management of CPFC. The services and advice relates to work being done or
planned by CPFC in connection with general corporate and business law
issues not related to fund raising activities of CPFC.
3. Term of Agreement. Consultant's services shall be available to
CPFC for a period of one year, to be renewed from year to year upon the
mutual agreement of the parties hereto.
4. Where Services Are to Be Performed. Consultant's services will
be performed at Consultant's facilities or such other places that are
appropriate and are mutually agreed to by Consultant and CPFC.
5. Compensation. CPFC will pay Consultant for its out of pocket
expenses, which have been pre-approved by CPFC, and a fee based upon
invoices submitted to CPFC by Consultant. For the balance due to
Consultant for the fiscal year 1999, in the amount of $60,000 in fees, CPFC
shall compensate Consultant by the issuance of an equivalent amount of its
common stock pursuant to this agreement, valued at the market price of such
shares on the date of this Agreement, which is $0.75 per share.
6. Rule 428 Prospectus Information. The parties agree that this
agreement shall be deemed an "employee benefit plan" as defined in Rule 405
of Regulation C under the Securities Act of 1933 and that the "plan" shall
be self administered by Consultant. Consultant acknowledges the following:
a. CPFC will cause to be filed a registration statement on Form S-8
to register the common stock issued to Consultant by CPFC pursuant to this
agreement and to register the resale of that common stock.
b. The information contained in Form S-8 and any resale prospectus
may disclose details concerning this agreement, which disclosure will not
be confidential.
c. This agreement is compensatory in nature and purpose with respect
to obligations of CPFC owing to Consultant, which from time to time will be
current obligations, and is not subject to any provisions of the Employee
Retirement Income Security Act of 1974.
d. Consultant shall self administer this plan and has the sole
discretion to dispose of or distribute the securities issued under this
agreement, unless prohibited by law.
e. The common stock of CPFC issued under this agreement has been
registered under Section 12(g) of the Securities Exchange Act of 1934.
f. As an "employee benefit plan" this agreement is limited to the
benefit of Consultant. CPFC, however, may enter into similar agreements,
from time to time which, constitute separate employee benefit plans for
other consultants, advisors, employees, directors or officers of CPFC.
g. Consultant is not required to contribute toward the securities
issued under this agreement, except for services rendered by Consultant
under this agreement.
h. Given the nature of this agreement as compensatory in nature and
purpose and the sole discretion of Consultant in administering this plan,
CPFC will not issue any reports concerning the plan to Consultant, other
than to provide an annual recap of the securities issued and cash paid
hereunder as required by the Internal Revenue Code and appurtenant rules
and regulations.
i. CPFC has not imposed any resale restrictions on the securities
issued under this agreement.
j. This plan is not qualified under Section 401 of the Internal
Revenue Code of 1986. The value of the securities issued under this
agreement constitutes ordinary income to Consultant.
k. This agreement cannot be assigned or hypothecated by Consultant.
l. This agreement will terminate or be forfeited as provided herein.
m. This agreement does not provide for the holding of securities,
funds or other assets and, as such, no lien has or may be created on any
such securities, funds or assets.
n. The following documents are incorporated by reference and are
available at no charge to the Consultant upon written or oral request to
the Secretary of CPFC at China Peregrine Food Corporation, 00000 XX Xxxxxxx
0, Xxxxx 000, Xxxxx Xxxx Xxxxx, XX, 00000, Tel. No. 000-000-0000:
i. Form 10-SB/A, effective January 8, 1999
ii. Form 10-KSB/A for Y/E December 31, 1998
iii. Form 10Q for period ending September 30, 1999
iv. Such other documents as may be designated in the aforesaid
Form S-8 Registration Statement
7. Reimbursement of Travel Expenses. If pre-approved by CPFC upon
the request of Consultant, CPFC will reimburse Consultant for all
authorized expenses incurred by Consultant for travel required in
connection with the furnishing services under this Agreement.
Reimbursement of travel expenses shall be made on the basis of itemized
statements submitted by Consultant and including, whenever possible, actual
bills, receipts, or other evidence of expenditures.
8. Consultant an Independent Contractor. Consultant will furnish
Consultant's services as an independent contractor and not as an employee
of CPFC or of any company affiliated with CPFC. Consultant has no power or
authority to act for, represent, or bind CPFC or any company affiliated
with CPFC in any manner. Except as provided in this agreement, Consultant
is not entitled to any medical coverage, life insurance, participation in
CPFC's savings plan, or other benefits afforded to CPFC's regular
employees, or those of CPFC's affiliated companies. If CPFC or any of
CPFC's affiliated companies is required to pay or withhold any taxes or
make any other payment with respect to fees payable to Consultant,
Consultant will reimburse CPFC or the affiliated company in full for taxes
paid, and permit CPFC to make deductions for taxes required to be withheld
from any sum due Consultant.
9. Consultant Not to Engage in Conflicting Activities. During the
time of this Agreement, Consultant will not enter into any activity,
employment, or business arrangement that conflicts with CPFC's interests or
Consultant's obligations under this Agreement. In view of the sensitive
nature of Consultant's status, CPFC shall have the option of terminating
this Agreement at any time if, in CPFC's sole judgment, a conflict of
interest exists or is imminent. Consultant will advise CPFC of
Consultant's position with respect to any activity, employment, or business
arrangement contemplated by Consultant that may be relevant to this
Paragraph. For this purpose, Consultant agrees to disclose any such plans
to CPFC prior to implementation.
10. Trade Secrets and Inventions. Consultant will treat as
proprietary any information belonging to CPFC, CPFC's affiliated companies,
or any third parties, disclosed to Consultant in the course of Consultant's
services. Consultant assigns and agrees to assign to CPFC or CPFC's
nominee all rights in inventions or other proprietary information conceived
by Consultant during the term of this Agreement with respect to any work
that Consultant performs under this Agreement.
11. Inside Information--Securities Laws Violations. In the course
of the performance of Consultant's duties, it is expected that Consultant
will receive information that is considered material inside information
within the meaning and intent of the federal securities laws, rules, and
regulations. Consultant will not disclose this information directly or
indirectly for Consultant or as a basis for advice to any other party
concerning any decision to buy, sell, or otherwise deal in CPFC's
securities or those of any of CPFC's affiliated companies.
12. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign. Consultant represents and warrants that (a) all
payments under this Agreement constitute compensation for services
performed and (b) this Agreement and all payments, and the use of the
payments by Consultant, do not and shall not constitute an offer, payment,
or promise, or authorization of payment of any money or gift to an official
or political party of, or candidate for political office in, any
jurisdiction within or outside the United States. These payments may not
be used to influence any act or decision of an official, party, or
candidate in his, her, or its official capacity, or to induce such
official, party, or candidate to use his, her, or its influence with a
government to affect or influence any act or decision of such government to
assist CPFC in obtaining, retaining, or directing business to CPFC or any
person or other corporate entity. As used in this Paragraph, the term
"official" means any officer or employee of a government, or any person
acting in an official capacity for or on behalf of any government; the term
"government" includes any department, agency, or instrumentality of a
government.
13. Termination of Agreement by Notice. Either party may terminate
this Agreement upon thirty days' notice by registered or certified mail,
return receipt requested, addressed to the other party.
14. Governing Law. This Agreement is subject to and shall be
interpreted in accordance with the laws of Delaware.
CHINA PREMIUM FOOD CORPORATION
By /s/
------------------------------
Title:
CONSULTANT
/s/ Xxx X. Xxxxxx, Xx. Esquire
------------------------------
Xxx X. Xxxxxx, Xx., Esquire
