CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made
this 24th day of September, 1998, among Medizone Canada Limited, a Nevada
corporation ("Medizone"); and Xxxxxxx X. Xxxxxxxxxx, Esq, who has executed and
delivered this Plan by the execution and delivery of the Counterpart Signature
Page which are designated as Exhibit "A" hereof (the "Consultant").
WHEREAS, the Board of Directors of Medizone has adopted a
written compensation agreement for compensation of one individual Consultant
who is a natural person, and who is an attorney; and
WHEREAS, Medizone has engaged the Consultant to provide
services at the request of and subject to the satisfaction of its management;
and
WHEREAS, the Consultant has provided services at the request
and subject to the approval of the management of Medizone; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultant and the maximum value of such
services under this Plan are listed in the Counterpart Signature Page; and
WHEREAS, Medizone and the Consultant 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 Medizone 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 Medizone;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Medizone hereby employs the Consultant and the
consultant hereby accept such employment, and have and will perform the
services requested by management of Medizone to its satisfaction during the
term hereof. The services performed by the Consultant hereunder have been and
will be personally rendered by the Consultant, and no one acting for or on
behalf of the Consultant, except those persons normally employed by the
consultant in rendering services to others, such as secretaries, bookkeepers
and the like.
1.2 Independent Contractors. Regardless of the Consultant's
status as "employee" under Rule 405 of the Commission, all services rendered
by the Consultant hereunder have been rendered as an independent contractor,
and the Consultant shall be liable for any FICA taxes, withholding or other
similar taxes or charges, and the Consultant shall indemnify and hold Medizone
harmless therefrom; it is understood and agreed that the value of all such
items has been taken into account by the Consultant in computing the billable
rate for the services the Consultant have rendered and agreed to render to
Medizone.
1.3 Term. All services performed at the request of Medizone by
the Consultant shall have been performed within 120 days from the date hereof,
at which time this Plan shall terminate, unless otherwise provided herein;
provided, however, this Plan may be extended for an additional 120 day period
by written agreement of Medizone and the Consultant.
1.4 Payment. Medizone and the Consultant agree that Medizone
shall pay the invoices of the Consultant for the services performed under this
Plan by the issuance of shares of its common stock at a price of $0.05 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. On the completion of rendering the
services performed by the Consultant hereunder, the Consultant shall provide
Medizone with a written invoice detailing the services duly performed. Such
invoice shall be paid by Medizone in accordance with Section 1.4 above,
subject to the satisfaction of the management of Medizone 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 the Consultant shall be deemed to be a subscription by the
respective Consultant to purchase shares of common stock of Medizone 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 Consultant 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 Consultant assumes the risk
of any decrease in the per share price or value of the shares of common stock
of Medizone that may be issued by Medizone for services performed by the
Consultant hereunder, and the Consultant agree that any such decrease shall in
no way affect the rights, obligations or duties of the Consultant hereunder.
1.7 Limitation on Services. None of the services rendered by
the Consultant and paid for by the issuance of shares of common stock of
Medizone shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for
services actually performed by the Consultant, and duly verified to the
satisfaction of Medizone, 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
Consultant at the addresses listed on the Counterpart Signature Page, unless
another address shall be provided to Medizone in writing prior to the issuance
of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Medizone and the Consultant agree that the per share price
of shares of common stock that may be issued by Medizone to the Consultant for
services performed under this Plan has been arbitrarily set by Medizone;
however, in the event Medizone 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
Medizone prior to the issuance of shares to the Consultant, that the per share
price and the number of shares issuable to the Consultant 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 Consultant shall be the date set forth on the Counterpart Signature Page.
1.11 Conditions. The Plan is subject to the following
conditions, to-wit:
The number of shares of common stock to be issued under the
Plan shall in no event exceed 10% of the total issued and
outstanding shares of common stock of the post-reorganized
company.
Section 2
Representations and Warranties of Medizone
Medizone represents and warrants to, and covenants with, the
Consultant as follows:
2.1 Corporate Status. Medizone 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 Medizone has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Medizone 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 Medizone.
2.3 Registration Statement on Form S-8. Medizone 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 Medizone; and Medizone will provide to the Consultant 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.
Medizone 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. Medizone shall not request the
Consultant to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. Medizone 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 Medizone 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. Medizone 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 Medizone
hereunder have been duly authorized by all requisite corporate action on the
part of Medizone, and this Plan constitutes a valid and binding obligation of
Medizone and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of Medizone.
Section 3
Representations and Warranties of the Consultant
The Consultant represents and warrants to, and covenants with,
Medizone as follows:
3.1 Employment. The Consultant hereby accepts employment by
Medizone for the services performed pursuant to this Agreement. The services
performed by the Consultant hereunder have been personally rendered by the
Consultant, and no one acting for or on behalf of the Consultant.
3.2 Accredited Investors. The Consultant represents and
warrants that, by reason of income, net assets, education, background and
business acumen, the Consultant have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Medizone, 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, he is an "accredited investor" 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, the Consultant shall have provided the services outlined in the
Counterpart Signature Page to Medizone, and the Consultant, singly, or through
the advice of a competent professional, fully believe that an investment in
shares of common stock of Medizone is a suitable investment for the
Consultant.
3.4 Limitation on Services. None of the services rendered by
the Consultant and paid for by the issuance of shares of common stock of
Medizone shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. The Consultant has full power
and authority to enter into this Plan and carry out the obligations hereunder.
Execution of this Plan and performance by the Consultant hereunder constitutes
a valid and binding obligation of the Consultant and performance hereunder
will not violate any other agreement to which the Consultant is a party.
Section 4
Indemnity
Medizone and the Consultant 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 Medizone 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 Medizone and the Consultant in writing;
(2) by either the Directors of Medizone or the Consultant 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 Medizone to pay for any services actually rendered by the
Consultant 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 Medizone: 00 Xxxx 000 Xxxxx, Xxxxx #0
Xxxxx, Xxxx 00000
If to Consultant: The address listed on the
Counterpart Signature Page
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 Medizone nor the Consultant 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.
MEDIZONE CANADA LIMITED
By /s/ Xxxxxx X. Xxxx, President
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Medizone Canada Limited and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx X. Xxxxxxxxxx, Esq.
000 Xxxx 000 Xxxxx, Xxxxx #000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 9/30/98 /s/ Xxxxxxx X. Xxxxxxxxxx
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
Legal Services rendered in regards to non-capital 100,000
raising issues and as will be set forth in invoices $5,000
to Medizone as payment of the option price.
