EXHIBIT 10.2(b)
COMPENSATION AGREEMENT
THIS AGREEMENT made and entered into this 2nd day of May, 1995, by and
between ONASCO COMPANIES, INC., a Utah corporation ("Onasco"), of 0000 Xxxx Xx.
Xxxxx Xxxx., #000, Xxxx Xxxx Xxxx, Xxxx 00000, and Xxxxxxx X. Xxxxxx, the
President and a Director of Onasco (the "Director and President").
WITNESSETH:
WHEREAS, the Director and President has provided substantial services to
Onasco in connection with its contemplated acquisition of certain assets from
Industrial Resources, Corporation, a Kentucky corporation ("IRC"); and
WHEREAS, Onasco desires to compensate the Director and President for his
efforts on behalf of Onasco estimated to be of a value of $21,500, which shall
include all expenses incurred by the Director and President or paid by him for
and on behalf of Onasco which were in any way related to the acquisition of
these assets;
NOW, THEREFORE, in consideration of Ten Dollars ($10.00), and other good
and valuable consideration, and the covenants and conditions contained herein,
the parties hereto hereby agree as follows, to-wit:
1. This Compensation Agreement shall contain the entire agreement between
the parties and may not be altered or amended except in writing signed by Onasco
and the Director and President.
2. Both Onasco and the Director and President intend that this Compensation
Agreement shall be construed as the "Compensation Agreement" contemplated by
Rule 701 of the Securities and Exchange Commission.
3. Onasco shall, upon execution hereof issue to the Director and President
240,000 "unregistered" and "restricted" post-split shares of common stock of
Onasco for $21,500 compensation of the Director and President and for all
services, expenses and payments made for and on behalf of Onasco to date,
regarding the acquisition of assets from IRC.
4. By execution hereof and acceptance of the shares set forth above, the
Director and President releases Onasco and holds Onasco harmless and agrees to
indemnify Onasco from any and all claims, demands, expenses and liabilities for
any such services, costs or expenses incurred for or on behalf of Onasco prior
to the date hereof, related to the acquisition of assets from IRC.
5. This Compensation Agreement shall be construed in accordance with the
laws of the State of Utah.
IN WITNESS WHEREOF, the parties have set their hands and seals the date set
forth above.
ONASCO COMPANIES, INC.
By /s/ Xxxxxxxx X. Xxxxxxxx
-------------------------
Xxxxxxxx X. Xxxxxxxx
Secretary
/s/ Xxxxxxx X. Xxxxxx
--------------------------
Xxxxxxx X. Xxxxxx
2
