CONSULTANT COMPENSATION AGREEMENT NO. 1
CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
15th day of December, 1998, among Medivest, Inc., a Utah corporation
("Medivest"); 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 (collectively, the "Consultant").
WHEREAS, the Board of Directors of Medivest has adopted a written
compensation agreement for compensation of an individual Consultant who is a
natural person; and
WHEREAS, Medivest has engaged the Consultant to provide services
at the request of and subject to the satisfaction of its management, and
intends to avail itself of the services of the Consultant during the term
hereof; and
WHEREAS, the Consultant has provided and wishes to provide
services at the request and subject to the approval of the management of
Medivest; 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 Pages; and
WHEREAS, Medivest and the Consultant intend that this Plan shall
be a "written compensation agreement" as defined in Rule 405 of the Securities
and Exchange Commission ("Commission") pursuant to which Medivest may issue
"freely tradeable" shares of its common stock as payment for services rendered
pursuant to an S-8 Registration Statement to be filed with the Commission by
Medivest;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Medivest hereby employs the Consultant and the
Consultant hereby accepts such employment, and has performed and agrees to
perform the services requested by management of Medivest to its satisfaction
during the term hereof. The services performed and to be performed by the
Consultant hereunder have been and shall 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. All services rendered or to be
rendered by the Consultant hereunder have been or are being rendered as
independent contractors, and the Consultant shall be liable for any FICA
taxes, withholding or other similar taxes or charges, and the Consultant shall
indemnify and hold Medivest 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 Medivest.
1.3 Payment. Medivest and the Consultant agree that Medivest
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 $0.03 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.
1.4 Invoices for Services. On the completion of rendering the
services performed by the Consultant hereunder, the Consultant shall provide
Medivest with a written invoice detailing the services duly performed. Such
invoice shall be paid by Medivest in accordance with Section 1.3 above,
subject to the satisfaction of the management of Medivest 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
Consultant to purchase shares of common stock of Medivest at the price
outlined in Section 1.3 above, subject only to the filing and effectiveness of
a Registration Statement on Form S-8 covering such shares with the Commission.
1.5 Limitation on Services. None of the services to be rendered
by the Consultant and paid for by the issuance of shares of common stock of
Medivest shall be services related to any "capital raising" transaction.
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 1.3 above during the term hereof; the Consultant assume the risk
of any decrease in the per share price or value of the shares of common stock
of Medivest that may be issued by Medivest for services performed by the
Consultant hereunder, and the Consultant agrees that any such decrease shall
in no way affect the rights, obligations or duties of the Consultant hereunder
1.7 Delivery of Shares. On submission of an invoice for
services actually performed by the Consultant, and duly verified to the
satisfaction of Medivest, 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 address listed on the Counterpart Signature Page, unless
another address shall be provided to Medivest in writing prior to the issuance
of such shares.
1.8 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Medivest and the Consultant agree that the per share price
of shares of common stock that may be issued by Medivest to the Consultant for
services performed under this Plan has been arbitrarily set by Medivest;
however, in the event Medivest 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
Medivest 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.
1.9 Effective Date. The Effective Date of the Plan for the
Consultant shall be the date set forth on the Counterpart Signature Page.
1.10 Condition Precedent to the Issuance of Securities Under the
Plan. The total number of securities to be issued under the Plan shall not
exceed 10% of the outstanding securities of Medivest on the date of issuance.
Section 2
Representations and Warranties of Medivest
Medivest represents and warrants to, and covenants with, the
Consultant as follows:
2.1 Corporate Status. Medivest is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah 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 Medivest has
duly adopted a written compensation agreement as defined in Rule 405 of the
Commission pursuant to which Medivest 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 Medivest.
2.3 Registration Statement on Form S-8. Medivest 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 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 Medivest; and Medivest 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 written compensation agreement 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.
Medivest 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. Medivest 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. Medivest is required to file
reports with the Commission pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and Medivest has or will
file with the Commission all reports required to be filed by it forthwith, and
such reports are or will be true and correct in every material respect; and
Medivest will continue to comply with these reporting requirements and keep
such reports current so long as any of the shares remain to be issued
hereunder.
2.7 Corporate Authority and Due Authorization. Medivest 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 Medivest
hereunder have been duly authorized by all requisite corporate action on the
part of Medivest, and this Plan constitutes a valid and binding obligation of
Medivest and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of Medivest.
Section 3
Representations and Warranties of the Consultant
The Consultant represents and warrants to, and covenants with,
Medivest as follows:
3.1 Employment. The Consultant hereby accepts employment by
Medivest, and agrees to perform the services requested by management of
Medivest to its satisfaction during the term hereof. The services performed
and to be performed by the Consultant hereunder shall be personally rendered
by the Consultant, and no one acting for or on behalf of the Consultant.
3.2 Sophisticated Investors. The Consultant represents and
warrants that, by reason of income, net assets, education, background and
business acumen, the Consultant has the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Medivest, 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.
3.3 Suitability of Investment. Prior to the execution of this
Plan, the Consultant shall have provided the services outlined in the
respective Counterpart Signature Pages to Medivest, and the Consultant,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of Medivest is a suitable investment
for the Consultant.
3.4 Limitation on Services. None of the services rendered or to
be rendered by the Consultant and paid for by the issuance of shares of common
stock of Medivest 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 any of the Consultant is a
party.
Section 4
Indemnity
Medivest 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 Medivest 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
General Provisions
5.1 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.
5.2 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 Medivest: 00 Xxxx 000 Xxxxx
Xxxxx, Xxxx 00000
If to Consultant: The address listed on the
Counterpart Signature Page
5.3 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.
5.4 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.
5.5 Governing law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Utah, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern.
5.6 Assignment. Neither Medivest 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.
5.7 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.
MEDIVEST, INC.
Date: 12/15/98 By /s/ Xxxxxxx Xxxxxxxxx,
President
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement among Medivest and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Date: 00/00/00 Xxxxxxx X. Xxxxxxxxxx, Xxx.
000 Xxxx 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Maximum Value
of Services
General Description of Services to be Performed
General legal services, including $3,000
preparing the delinquent reports of
Medivest required to be filed with the
Securities and Exchange Commission
