2003/4 CONSULTANT SERVICES PLAN
THIS is the 2003 CONSULTANT SERVICES PLAN (the "Plan") and is made as
of the 3rd day of July between Skyway Communications Holding Corporation (the
"Company"), for the Consultant listed below (the "Consultant").
R E C I T A L S
WHEREAS, the Company wishes to grant, and the Consultant wishes to
receive, as compensation for services provided to the Company, an aggregate of
50,000 shares of the common stock of the Company, par value $.001 per share (the
"Common Stock"), pursuant to the provisions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
terms and conditions herein, and other good and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged by the parties, the
parties agree as follows:
1. Grant of Share. The Company hereby grants to the Consultant the
following shares of Common Stock ( the "Shares") in the Company.
Name # of Shares Service Type
Beadros Xxxxx 50,000 Consulting Services
2. Services. Consultant has been engaged by the Company to perform
consulting services and the Company acknowledges that the services to be
rendered hereby are not in connection with the offer or sale of securities in a
capital raising transaction and do not directly or indirectly promote or
maintain a market for the securities of the Company.
Consultant agrees to stock compensation defined herein as compensation for 7
XXXXX filings of the Company performed on June 24, 2003 as well as all
subsequent filings through March 31, 2004.
3. Compensation. Consultant's compensation is the Shares identified
herein. The parties agree the Shares are valued at $.01 each. Consultant is
responsible for all income taxes.
4. Registration or Exemption. Notwithstanding anything to the contrary
contained herein, the Shares will be registered on Form S-8 Registration
Statement dated July 3, 2003.
5. Delivery of Shares. The Company shall deliver to the Consultant the
shares representing the total number granted under number one.
6. Waiver. No waiver is enforceable unless in writing and signed by the
waiving party, and any waiver shall not be construed as a waiver by any other
party or of any other or subsequent breach.
7. Amendments. This Plan may not be amended unless by the mutual consent
of all the parties hereto in writing.
8. Governing Law. This Plan shall be governed by the laws of the State of
Florida, and the sole venue for any action arising hereunder shall be
Hillsborough County, Florida.
9. Assignment and Binding Effect. Neither this Plan nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto without
the prior written consent of the other parties hereto, except as otherwise
provided herein. This Plan shall be binding upon and for the benefit of the
parties hereto and their respective heirs, permitted successors, assigns and/or
delegates.
10. Integration and Captions. This Plan includes the entire understanding
of the parties hereto with respect to the subject matter hereof. The captions
herein are for convenience and shall not control the interpretation of this Plan.
11. Legal Representation. Each party has been represented by independent
legal counsel in connection with this Plan, or each has had the opportunity to
obtain independent legal counsel and has waived such right, and no tax advice
has been provided to any party.
12. Construction. Each party acknowledges and agrees having had the
opportunity to review, negotiate and approve all of the provisions of this Plan
13. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent and
purpose of this Plan as set forth herein above.
14. Fees, Costs and Expenses. Each of the parties hereto acknowledges and
agrees to pay, without reimbursement from the other party(ies), the fees, costs,
expenses incurred by each such party incident to this Plan.
15. Consents and Authorizations. By the execution hereinbelow, each party
acknowledges and agrees that each such party has the full right, power, legal
capacity and authority to enter into this Plan, and the same constitutes a valid
and legally binding Plan of each such party in accordance with the terms,
conditions and other provisions contained herein.
16. Severability. In the event anyone or more of the provisions of this
Plan shall be deemed unenforceable by any court of competent jurisdiction for
any reason whatsoever, this Plan shall be construed as if such unenforceable
provision had never been contained herein.
17. Counterparts. This Plan may be executed in counterparts.
18. Facsimile. This Plan may be executed by facsimile.
CONSULTANT
/s/ Xxxxx X. Xxxx /s/ Beadros Xxxxx
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Xxxxx X. Xxxx Beadros Xxxxx
CEO
