EXHIBIT 10.23
STOCK COMPENSATION AGREEMENT
THIS AGREEMENT, is made effective February 22, 2007, and is by and
between American TonerServ Corp. (the "Company") and Xxxxxx X. Xxxxxxx
("DJB"):
WHEREAS DJB 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 DJB
in cash for the services provided by him and to pay for the ongoing operation
of the Company; and
DJB 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, DJB and the Company agree as
follows:
1. The Company and DJB agree that the value of the services performed
by DJB is equal to the amount set forth in Exhibit A hereto, and that the
services shown represent all of the services which DJB 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 DJB 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 $0.15.
3. DJB 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. DJB 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 DJB 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.
AMERICAN TONERSERV CORP.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President & CEO
(Printed Name and Title)
XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxx
(Signature)
EXHIBIT A TO STOCK COMPENSATION AGREEMENT
Name: Xxxxxx X. Xxxxxxx
Description of Services Provided: Services as President and CEO from
November 1, 2006 to December 31, 2006.
Agreed Value of Services: $30,000.00
Number of Shares of Common Stock to be issued under Agreement: 62,500
