STOCK COMPENSATION AGREEMENT
THIS AGREEMENT, is made effective _________, 2006, and is by and between
Perfisans Holdings Limited with address at 0000 Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0 (the "Company") and Xxxxxxx Xx, with address
at Xxxx X, 0/X., XxxxXxxx Xxxxxxxx, Xxxxxx Si Lu, Futian District, Shenzhen,
PRC. ("WFU"):
WHEREAS WFU has provided good and valuable services to the Company as
detailed on Exhibit A hereto:
The Company does not currently have adequate cash available to pay WFU
in cash for the services provided by him and to pay for the ongoing operation of
the Company; and
WFU is willing to accept shares of the Company's Common Stock in lieu
of cash for the services provided by him under the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, WFU and the Company agree as
follows:
1. The Company and WFU agree that the value of the services performed by WFU is
equal to the amount set forth in Exhibit A hereto, and that the services shown
represent all of the which WFU is entitled to compensation.
2. The Company hereby agrees to issue the number of shares of the Company's
Common Stock set forth on Exhibit A hereto, and WFU hereby agrees to accept such
shares in full payment for the services detailed on Exhibit A hereto, and it is
agreed that the value of each share of common stock is equal in value to $0.04.
3. WFU represents and warrants to the Company that he is acquiring the shares of
Common Stock for investment purposes only, and not with a view to, or for,
resale, distribution or fractionalization thereof, in whole or in part, and no
other person has a direct or indirect beneficial interest in such shares of
Common Stock.
4. WFU hereby acknowledges that, upon the issuance thereof, and until such time
as the same is no longer required under the applicable securities laws and
regulations, the certificates representing any of the shares of Common Stock
will bear a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND
HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.
5. The Company will use its best efforts to register the shares of Common Stock
issued pursuant to this Agreement for resale by WFU in a registration statement
to be filed under the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
PERFISANS HOLDINGS LIMITED
By: /s/
--------------------------
--------------------------
(Printed Name and Title)
XXXXXXX XX
/s/
-----------------------
(Signature)
EXHIBIT A TO STOCK COMPENSATION AGREEMENT
Name: Xxxxxxx Xx
Description of Services Provided:
Product Marketing Support Services:-
Pre-Sales Support including product demonstration, installation, test,
and customer liason.
Marketing material handling, including language translation, liason
with printing company.
Marketing event organization, including conferences, trade shows and
customer visits.
Agreed Value of Services: $60,000.00
Number of Shares of Common Stock to be issued under Agreement: 1,500,000
