CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the
"Plan") is made this 26th day of June, 2001, among MTN Holdings,
Inc., a Nevada corporation ("MTN"); and the following individuals
who have executed and delivered this Plan by the execution and
delivery of the Counterpart Signature Pages which are designated
as Exhibits "A" through "B" hereof: Xxxxxxx X. Xxxxxxxx and
Justeene Xxxxxxxxxxx (collectively, the "Consultants").
WHEREAS, the Board of Directors of MTN has adopted
a written compensation agreement for compensation of two
individual Consultants who are natural persons; and
WHEREAS, MTN 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 MTN;
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 exhibits thereto; and
WHEREAS, MTN 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 MTN may issue "freely tradeable" shares (except as may be
limited by "affiliate" status) of its common stock as payment for
services rendered pursuant to an S-8 Registration Statement to be
filed with the Commission by MTN;
NOW, THEREFORE, in consideration of the mutual
covenants and promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. MTN hereby employs the Consultants
and the consultants hereby accept such employment, and have and
will perform the services requested by management of MTN 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 MTN 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
MTN.
1.3 Term. All services performed at the request of
MTN by the Consultants have either been performed and completed,
or shall be performed within one year from the date hereof, at
which time this Plan shall terminate, unless extended by written
agreement of MTN and the Consultants for one additional year. If
the Plan shall terminate, and options for unearned shares have
been exercised and said shares issued to either consultant
pursuant to this Plan, said shares shall be returned by
Consultant(s) and canceled by MTN within ten days of said
termination.
1.4 Payment. MTN and the Consultants agree that MTN
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 $.05 per share; provided, however, such
shares of common stock shall be issued pursuant to and shall be
subject to the filing and effectiveness of a Registration
Statement on Form S-8 covering such shares with the Commission.
1.5 Invoices for Services. Each of the Consultants
shall provide MTN with written invoices detailing the services
duly performed and/or the retainer or flat fee for such services.
Such invoices shall be paid by MTN in accordance with Section 1.4
above, subject to the satisfaction of the management of MTN 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 MTN
at the price outlined in Section 1.4 above, subject only to the
filing and effectiveness of a Registration Statement on Form S-8
covering such shares with 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 MTN
that may be issued by MTN 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 MTN shall be services related to any
"capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice
by the respective Consultants, and duly verified to the
satisfaction of MTN, and subject to the filing and effectiveness
of a Registration Statement on Form S-8 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 MTN in writing prior to the
issuance of such shares.
1.9 Adjustments in the Number of Shares of Common
Stock and Price Per Share. MTN and the Consultants agree that
the per share price of shares of common stock that may be issued
by MTN to the Consultants for services performed under this Plan
has been arbitrarily set by MTN; however, in the event MTN 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 MTN 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.
Section 2
Representations and Warranties of MTN
MTN represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. MTN 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 MTN
has duly adopted a Compensation Plan as defined in Rule 405 of
the Commission pursuant to which MTN may issue "freely tradeable"
shares of its common stock as payment for services rendered,
subject to the filing and effectiveness of an S-8 Registration
Statement to be filed with the Commission by MTN.
2.3 Registration Statement on Form S-8. MTN 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 MTN; and MTN 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. MTN 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. MTN shall not request
the Consultants to perform any services in connection with any
"capital raising" transaction under this Plan.
2.6 Reports With the Commission. MTN 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
MTN 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.
2.7 Corporate Authority and Due Authorization. MTN
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 MTN hereunder have been duly authorized
by all requisite corporate action on the part of MTN, and this
Plan constitutes a valid and binding obligation of MTN and
performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other
commitments of MTN.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants
to, and covenants with, MTN as follows:
3.1 Employment. Each of the Consultants hereby
accepts employment by MTN 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 Accredited 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 MTN,
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, they are
"accredited investors" 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, each of the Consultants shall have provided the
services outlined in the respective Counterpart Signature Pages
to MTN, and the Consultants, singly, or through the advice of a
competent professional, fully believe that an investment in
shares of common stock of MTN 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 MTN 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
MTN 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 MTN 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
Termination
Prior to the performance of services hereunder,
this Plan may be terminated (1) by mutual consent of MTN and the
respective Consultants in writing; (2) by either the Directors of
MTN 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 MTN 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 MTN: 0000 Xxxxx 000 Xxxx Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
If to Consultants: 0000 Xxxxx Xxxxxxxx Xxxxx #000
Xxxx Xxxx Xxxx, XX 00000
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 MTN 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.
MTN Holdings, Inc.
By /s/ Xxxx Xxxxxxxxx
---------------------------
Xxxx Xxxxxxxxx, President and
Director
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain
Consultant Compensation Agreement between MTN Holdings, Inc. and
the undersigned Consultant is executed as of the date set forth
herein below.
/s/ Xxxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx Xxxxx #000X
Xxxx Xxxx Xxxx, XX 00000
Date: June 26, 2001
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit A-1 attached hereto and incorporated herein by
reference as set forth and as will be set forth in invoices for
200,000 shares of MTN common stock, at $.05 per share.
EXHIBIT X-0
Xxxx 00, 0000
Xxxx Xxxxxxxxx
MTN Holdings, Inc.
5882 South 000 Xxxx #000
Xxxx Xxxx Xxxx, Xxxx 00000
Via Facsimile
Re: Compensation
Dear Xx. Xxxxxxxxx:
This will confirm for purposes of any filing requirements
the source obligation(s) for the shares of MTN that MTN agreed to
have issued to me.
1. 100,000 shares represents my flat based fee for "clean
up" work related to the current, quarterly, annual and
related filings with the SEC regarding Videoplex, Inc.
(now MTN).
2. 100,000 shares represents my flat based fee for general
legal consultation and research for Videoplex (now
MTN), meetings with principals of MTN, and for legal
work concerning the quarterly, annual and related
filings with the SEC regarding MTN.
Please call with any questions you may have.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain
Consultant Compensation Agreement between MTN Holdings, Inc. and
the undersigned Consultant is executed as of the date set forth
hereinbelow.
Consultant:
Justeene Xxxxxxxxxxx
Date: June 26, 2001 /s/ Justeene Xxxxxxxxxxx
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit B-1 attached hereto and incorporated herein by
reference as set forth and as will be set forth in invoices for
200,000 shares of MTN common stock, at $.05 per share.
EXHIBIT "B-1"
June 26, 2001
Xxxxxxx X. Xxxxxxxx, Attorney at Law
0000 X. Xxxxxxxx Xxxxx #000X
Xxxx Xxxx Xxxx, XX 00000
HAND DELIVERED
With regard to the 200,000 shares to be issued to me for services
rendered to MTN Holdings, Inc., I submit the following invoice.
INVOICE
Services rendered on behalf of MTN Holdings, Inc.:
- Preliminary preparation and submission
of periodic filings for the SEC
- Preparation of unaudited financial statements
on a quarterly and annual basis.
- Coordinate and consult with attorney, accountant
and management on filings, merger candidates and
Board of Directors actions.
Total Due: 200,000 shares of
common stock
Thank you for your consideration in this matter. If you have
any questions, please do not hesitate to contact me.
Sincerely,
Justeene Xxxxxxxxxxx
/s/ Justeene Xxxxxxxxxxx
