CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made
this 23rd day of April, 1997, among First Deltavision, Inc., a Nevada
corporation ("Deltavision"); and Xxxxxxx X. Xxxxxxxxxx, Esq., Xxxxxxx X.
Xxxxxxxxxx, Esq., Xxxxxx Xxxx and Xxxxxxx X. Xxxxxxxxxx, who have executed and
delivered this Plan by the execution and delivery of the Counterpart Signature
Pages which are designated as Exhibits "X," "X," "C" and "D" hereof
(collectively, the "Consultants").
WHEREAS, the Board of Directors of Deltavision has adopted a
written compensation agreement for compensation of four individual Consultants
who are natural persons; and
WHEREAS, Deltavision has engaged the Consultants to provide
services at the request of and subject to the satisfaction of its management;
and
WHEREAS, the Consultants have provided services at the request and
subject to the approval of the management of Deltavision; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultants and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages; and
WHEREAS, Deltavision and the Consultants intend 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 Deltavision may issue "freely tradeable" shares of its
common stock as payment for services rendered pursuant to Rule 701 of the
Securities and Exchange Commission (the Commission );
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment.
Deltavision hereby employs the Consultants an the Consultants hereby accept
such employment, and have and will perform the services requested by
management of Deltavision to its satisfaction during the term hereof. The
services performed by the Consultants hereunder have been and will be
personally rendered by the Consultants, and no one acting for or on behalf of
the Consultants, except those persons normally employed by the Consultants in
rendering services to others, such as secretaries, bookkeepers and the like.
1.2 Independent Contractors. Regardless of the Consultants'
status as "employees" under Rule 405 of the Commission, all services rendered
by the Consultants hereunder have been rendered as independent contractors,
and the Consultants shall be liable for any FICA taxes, withholding or other
similar taxes or charges, and the Consultants shall indemnify and hold
Deltavision harmless therefrom; it is understood and agreed that the value of
all such items has been taken into account by the Consultants in computing the
billable rate for the services the Consultants have rendered and agreed to
render to Deltavision.
1.3 Term. All services performed at the request of
Deltavision by the Consultants 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 Deltavision and any of the
Consultants.
1.4 Payment. Deltavision and the Consultants agree that
Deltavision shall pay the invoices of the Consultants for the services
performed under this Plan by the issuance of shares of its common stock at a
price of approximately $0.04 per share; provided, however, such shares of
common stock shall be issued pursuant to and shall be subject to Rule 701 of
the Commission.
1.5 Invoices for Services. On the completion of rendering the
services performed by the Consultants hereunder, each of the Consultants shall
provide Deltavision with a written invoice detailing the services duly
performed. Such invoice shall be paid by Deltavision in accordance with
Section 1.4 above, subject to the satisfaction of the management of
Deltavision 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 each of the Consultants shall be
deemed to be a subscription by the respective Consultants to purchase shares
of common stock of Deltavision at the price outlined in Section 1.4 above,
subject only to Rule 701 of the Commission.
1.6 Common Stock Price. To the extent deemed required or
necessary and for all purposes of this Plan, the Consultants 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 Consultants assume the risk
of any decrease in the per share price or value of the shares of common stock
of Deltavision that may be issued by Deltavision for services performed by the
Consultants hereunder, and the Consultants agree that any such decrease shall
in no way affect the rights, obligations or duties of the Consultants
hereunder.
1.7 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Deltavision 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 respective Consultants, and duly verified
to the satisfaction of Deltavision, and Rule 701 of the Commission covering
such shares, one or more stock certificates representing such shares shall be
delivered to the respective Consultants at the addresses listed on the
Counterpart Signature Pages, unless another address shall be provided to
Deltavision in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Deltavision and the Consultants agree that the per share
price of shares of common stock that may be issued by Deltavision to the
Consultants for services performed under this Plan has been arbitrarily set by
Deltavision; however, in the event Deltavision 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 Deltavision prior to the issuance of shares to the
Consultants, that the per share price and the number of shares issuable to the
Consultants 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 Consultants shall be the date set forth on the respective Counterpart
Signature Pages.
1.11 Condition Precedent to the Issuance of Securities Under the
Plan. The total number of securities to be issued under the Plan shall not
exceed 15% of the outstanding securities of Deltavision on the date of
issuance.
Section 2
Representations and Warranties of
Deltavision
Deltavision represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Deltavision 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 Deltavision
has duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Deltavision may issue "freely tradeable" shares of its
common stock as payment for services rendered, subject to Rule 701 of the
Commission.
2.3 Issuance Under Rule 701. Deltavision shall, in every
professional manner whatsoever to the extent reasonably required or necessary
issue stock under Rule 701.
2.4 Federal and State Securities Laws, Rules and Regulations.
Deltavision 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. Deltavision shall not request the
Consultants to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Corporate Authority and Due Authorization. Deltavision 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
Deltavision hereunder have been duly authorized by all requisite corporate
action on the part of Deltavision, and this Plan constitutes a valid and
binding obligation of Deltavision and performance hereunder will not violate
any provision of the Articles of Incorporation, Bylaws, agreements, mortgages
or other commitments of Deltavision.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, Deltavision as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Deltavision for the services performed pursuant to this
Agreement. The services performed by the Consultants hereunder have been
personally rendered by the Consultants, and no one acting for or on behalf of
the Consultants.
3.2 Sophisticated Investors. Each of the Consultants represents
and warrants 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
Deltavision, 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.
3.3 Suitability of Investment. Prior to the execution of this
Plan, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to Deltavision, and the Consultants,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of Deltavision 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
Deltavision shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. Each of the Consultants has
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 any of the
Consultants is a party.
Section 4
Indemnity
Deltavision 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, to the extent that any misstatement 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 Deltavision and the respective Consultants
in writing; (2) by either the Directors of Deltavision or the respective
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 Deltavision to pay for any services
actually rendered by the Consultants 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 Deltavision:
0000 Xxxxxx Xxxxxx Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
If to Consultants: 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 Deltavision nor the Consultants 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.
FIRST DELTAVISION, INC., a Nevada corporation
By:
-------------------------
Xxxxx X. 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 Deltavision and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx X. Xxxxxxxxxx, Esq
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: as of 4/23/97 . /s/Xxxxxxx X. Xxxxxxxxxx
--------------- --------------------------
Xxxxxxx X. Xxxxxxxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising legal services. 20,000 shares
$833.32
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Deltavision and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx X. Xxxxxxxxxx, Esq.
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: as of 4/23/97 /s/Xxxxxxx X. Xxxxxxxxxx
-------------- ---------------------------------
Xxxxxxx X. Xxxxxxxxxx
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising legal services. 3,500
$145.84
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Deltavision and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxx Xxxx
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: as of 4/23/97 /s/Xxxxxx Xxxx
-------------- -------------------------------
Xxxxxx Xxxx
Number of
Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising administrative services. 3,500
$145.84
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Deltavision and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx X. Xxxxxxxxxx
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: as of 4/23/97 /s/Xxxxxxx X. Xxxxxxxxxx
--------------- ------------------------------
Xxxxxxx X. Xxxxxxxxxx
Number of
Shares
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising administrative services. 3,000
$125.00
