PAYMENT AGREEMENT
THIS AGREEMENT is among NATURAL HEALTH TRENDS CORP., a corporation organized
under the laws of the State of Florida, whose address is 0000 Xxxxxx Xxxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxx 00000 (hereinafter referred to as the "Company");
and SUMMIT TRADING LIMITED, a international business corporation with its
principal office at Charlotte House, Charlotte Street, Nassau, Bahamas, as the
Financing Agent (hereinafter referred to as "STC").
WHEREAS, the STC is in the business of assisting public companies in
funding financial advisory, strategic business planning, and investor and public
relations services designed to make the investing public knowledgeable about the
benefits of stock ownership in the Company; and
WHEREAS, the Company has had presented to it one or more plans of
public and investor relations to utilize other business entities to achieve the
Company's goals ofmaking the investing public knowledgeable about the benefits
of stock ownership in the Company; and
WHEREAS, the Company recognizes that the STC is not in the business of
stock brokerage, investment advice, activities which require registration under
either the Securities Act of 1933 (hereinafter "the Act") or the Securities and
Exchange Act of 1934) (hereinafter "the Exchange Act"), underwriting, banking,
is not an insurance Company, nor does it offer services to the Company which may
require regulation under federal or state securities laws; and
WHEREAS, the parties agree, after having a complete understanding of
the financing desired to be provided to the Company and Company desires to have
STC fund a plan of public and investor relations which have been selected by the
Company;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Duties and Involvement.
The Company has engaged a Consultant to provide a plan, and for coordination in
executing the agreed-upon plan, for using various investor and public relations
services as agreed by both parties within the United States. After agreeing upon
such plan Company desires to have STC undertake to pay its monetary obligations
to the Consultant. STC in return for the compensation hereinafter described has
agreed to undertake to pay the Company's obligations to the Consultant selected
by the Company.
2. Relationship Among the Parties.
STC acknowledges that it is not an officer, director or agent of the Company, it
is not, and will not, be responsible for any management decisions on behalf of
the Company, and may not commit the Company to any action. The Company
represents that STC does not have, through stock ownership or otherwise, the
power to control the Company, nor to exercise any dominating influence over its
management.
STC understands and acknowledges that this Agreement shall not create or imply
any agency relationship among the parties, and STC will not commit the Company
in any manner except when a commitment has been specifically authorized in
writing by the Company.
The Company and the Consultant agree that the relationship among the parties
shall be that of independent contractor.
3. Effective Date
This Agreement shall be effective on July 15,2001 and shall terminate on July
14,2003.
4. Compensation.
The Company agrees to pay to STC, or its designee, the total sum of 20,000,000
shares of common stock of the Company. The stock will be restricted pursuant to
Rule 144. This payment will be considered total and complete consideration for
arranging to pay for the costs of the Consultant and for the a public and
investor relations campaign developed by the Consultant and agreed to by the
Company. The payment shall be deemed earned upon the signing of this agreement
and shall be issued no later than August 1,2001. Upon payment of such stock to
STC, STC will arrange for payment on behalf of the Company to the Consultant for
the services to be provided, and obtain from the consultant an agreement that
the Company shall have no other obligation to the consultant for payment (or the
public or investor relations firms approved by the Company), excepting any
obligation for additional compensation which arises after the execution of this
agreement.
5. Investment Representation.
i. The Company represents and warrants that it has provided STC with
access to all information available to the Company concerning its condition,
financial and otherwise, its management, its business and its prospects. The
Company represents that it has provided STC with all copies of the Company's
filings for the prior twelve (12) months, if any, (the "Disclosure Documents")
made under the rules and regulations promulgated under the Act, as amended, or
the Exchange Act, as amended. STC acknowledge that the acquisition of the
securities to be issued to STC involves a high degree of risk. STC represents
that it and its advisors have been afforded the opportunity to discuss the
Company with its management. The Company represents that it has and will
continue to provide STC with any information or documentation necessary to
verify the accuracy of the information contained in the Disclosure Documents,
and will promptly notify STC
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upon the filing or any registration statement or other periodic reporting
documents filed pursuant to the Act or the Exchange Act. This information will
include DTC sheets, which shall be provided to the STC no less than every two
(2) weeks. The Company hereby represents that it does not currently have any of
its securities in registration.
ii. The STC represents that neither it nor its officers, directors, or
employees is not subject to any disciplinary action by either the National
Association of Securities Dealers or the Securities and Exchange Commission by
virtue of any violations of their rules and regulations and that to the best of
its knowledge neither is its affiliates nor subcontractors subject to any such
disciplinary action.
iii. If required by United States law or regulation, STC will take
necessary steps to prepare and file any necessary forms to comply with the
transfer of the shares of stock from Company to STC, including, if required,
form 13( d).
6. Regulation D.
The Company agrees that during the term of this Agreement it will not
issue any stock pursuant to Regulation D of the General Regulations of the
Securities and Exchange Commission or any registration of the Company's
securities by means of a Form S-8 registration statement without the written
consent of the Consultant which consent shall not be unreasonably withheld. This
provision shall not apply to an employee stock option plan or other management
stock options.
7. Registration of Securities and Liquidated Damages.
The Company shall have ten (10) business days to deliver opinion
letters to STC when presented with proper documentation by STC. In the event
that the Company fails to deliver such opinion letters, STC shall be entitled,
as liquidated damages, to ten percent (10%) of the total number of shares issued
herein for each thirty (30) day delay in providing such opinion letter( s ). In
the event of a delay of less than a full thirty (30) day period, STC shall be
entitled to a pro-rata allocation of additional shares.
STC understands and acknowledges that the shares of common stock are
being acquired by STC for its own account, and not on behalf of any other
person, and are being acquired for investment purposes and not for distribution.
STC represents that the common stock will be a suitable investment for STC,
taking into consideration the restrictions on transferability affecting the
common stock.
Company will undertake to comply with the various states' securities
laws with respect to the registration of the Shares referred to herein. Company
undertakes to make available for review and comment, on a timely basis and prior
to submission to any regulatory agency, copies of the registration statement.
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8. " Piggyback Registration. "
If the Company proposes to register any equity securities under the
Securities Act for sale to the Public for cash, whether for its own account or
for the account of other security holders, or both, on each such occasion the
Company will give written notice to STC no less than fifteen (15) business days
prior to the anticipated filing date of its intention to do so. Upon the written
request of STC, received by the Company no later than the tenth (lOth) business
day after receipt by STC of the notice sent by the Company, to register, on the
same terms and conditions as the securities otherwise being sold pursuant to
such registration, any of its registerable securities (which request shall state
the intended method of disposition thereof), the Company will cause the
registerable securities as to which registration shall have been so requested to
be included in the securities to be covered by the registration statement
proposed to be filed by the Company, on the same terms and conditions as any
similar securities included therein, all to the extent requisite to permit the
sale or other disposition by STC (in accordance with its written request) of
such registerable securities so registered; provided, however, that the Company
may, at any time prior to the effectiveness of any such registration statement,
in its sole discretion and with the consent of STC, abandon the proposed
offering in which STC had requested to participate.
9. Anti-Dilution.
In the event that the Company shall sell any shares of the common stock
of the Company during the time period of this Agreement, and ending six (6)
months after this Agreement has ended, then Company will issue additional shares
of stock to Consultant pursuant to this anti-dilution clause. The number of
additional shares of common stock to be issued to Consultant shall be equal to
the number of shares which are issued after the effective date of this agreement
and 6 months after the termination of this agreement multiplied by a fraction,
the numerator of which shall be the number of shares of common stock issued for
consideration in this agreement, and the denominator of which shall be the
number of shares of common stock outstanding on the effective date of this
agreement. This anti-dilution agreement shall not apply in the event that the
Company makes an asset purchase with common stock of the Company when the
appraised value of the asset is equal to or greater than the market value of the
stock used to purchase the asset.
10. Miscellaneous Provisions
Section a. Time Time is of the essence of this Agreement.
Section b. Presumption. This Agreement or any section thereof shall not
be construed against any party due to the fact that said Agreement or any
section thereof was drafted by said party.
Section c. Computation of Time. In computing any period of time
pursuant to this Agreement, the day of the act, event or default from which the
designated period of time begins to run shall be included, unless it is a
Saturday, Sunday or a legal holiday, in which event the period shall begin to
run on the next day which is not a Saturday, Sunday or a legal holiday, in which
event
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the period shall run until the end of the next day thereafter which is not a
Saturday, Sunday or legal holiday.
Section d. Titles and Captions. All article, section and paragraph
titles or captions contained in this Agreement are for convenience only and
shall not be deemed part of the context nor affect the interpretation of this
Agreement.
Section e. Pronouns and Plurals. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular or
plural as the identity of the Person or Persons may require.
Section f Further Action. The parties hereto shall execute and deliver
all documents, provide all information and take or forbear from all such action
as may be necessary or appropriate to achieve the purposes of this Agreement.
Section g. Good Faith, Cooperation and Due Diligence. The parties
hereto covenant, warrant and represent to each other good faith, complete
cooperation, due diligence and honesty in fact in the performance of all
obligations of the parties pursuant to this Agreement. All promises and
covenants are mutual and dependant.
Section h. Savings Clause. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby.
Section i .Assignment This Agreement may not be assigned by either
party hereto without the written consent of the other, but shall be binding upon
the successors of the parties.
Section j. Arbitration
i. If a dispute arises out of or relates to this Agreement, or the
breach thereof, and if said dispute cannot be settled through direct discussion,
the parties agree to first endeavor to settle the dispute in an amicable manner
by mediation under the Commercial Mediation Rules of the American Arbitration
Association before resorting to arbitration. Thereafter, any unresolved
controversy or claim arising out of or relating to this Agreement or a breach
thereof shall be settled by arbitration in accordance with the rules of the
American Arbitration Association, and judgment upon the award rendered by the
Arbitrator may be entered in any court having jurisdiction thereof.
ii. Any provisional remedy which would be available from a court of law
shall be available to the parties to this Agreement from the Arbitrator pending
arbitration.
iii. The situs of the arbitration shall be Forsyth County, North
Carolina.
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iv. In the event that a dispute results in an arbitration, the parties
agree that the prevailing party shall be entitled to reasonable attorneys fees
to be fixed by the arbitrator .
Section k. Notices All notices required or permitted to be given under
this Agreement shall be given in writing and shall be delivered, either
personally or by express delivery service, to the party to be notified. Notice
to each party shall be deemed to have been duly given upon delivery, personally
or by courier ( such as Federal Express or similar express delivery service),
addressed to the attention of the officer at the address set forth heretofore,
or to such other officer or addresses as either party may designate, upon at
least ten (10) days' written notice, to the other party.
Section l. Governing law The Agreement shall be construed by and
enforced in accordance with the laws of the State of Texas.
Section m. Entire agreement This Agreement contains the entire
understanding and agreement among the parties. There are no other agreements,
conditions or representations, oral or written, express or implied, with regard
thereto, This Agreement may be amended only in writing signed by all parties.
Section n. Waiver A delay or failure by any party to exercise aright
under this Agreement, or a partial or single exercise of that right, shall not
constitute a waiver of that or any other right.
Section o. Counterparts This Agreement may be executed in duplicate
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement. In the event that the
document is signed by one party and faxed to another the parties agree that a
faxed signature shall be binding upon the parties to this agreement as though
the signature was an original.
Section p. Successors The provisions of this Agreement shall be binding
upon all parties, their successors and assigns.
Section q. Counsel The parties expressly acknowledge that each has been
advised to seek separate counsel for advice in this matter and has been given a
reasonable opportunity to do so.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement to be effective as of the day and year provided herein.
COMPANY : STC
For and on behalf of
NATURAL HEALTH TRENDS CORP. SUMMIT TRADING LIMITED
BY: __________________ BY: ____________________
Xxxx X.Xxxxxxxx, President
Business Management Limited/
Business Administration
Limited Corporate Directors
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