COMPENSATION AGREEMENT
EXHIBIT
10.1
This Compensation Agreement is dated as
of May 15, 2008 between Amerex Group, Inc., an Oklahoma corporation (the
“Company”), and Xxxxxxx Xxxxxxxxx (the “Consultant”).
WHEREAS, the Company has requested the
Consultant to provide the Company with certain SEC related legal services in
connection with their business (the “’34 Act Work”) on a fixed fee basis, and
the Consultant has agreed to provide the Company with the ’34 Act Work;
and
WHEREAS, the Company wishes to
compensate the Consultant with shares of its common stock for such services
rendered in satisfaction of the monthly fixed fee;
NOW THEREFORE, in consideration of the
mutual covenants hereinafter stated, it is agreed as follows:
1. The
Company will register 800,000 shares of the Company’s common stock, par value
$.001 per share, and issue the shares to the Consultant from time to time
following the filing of a registration statement on Form S-8 with the Securities
and Exchange Commission registering such shares, as set forth in Section 2
below. The shares issued to the Consultant shall represent consideration for the
‘34 Act Work by the Consultant on behalf of the Company based on the following
arrangement: $5,000 worth of stock each month for the twelve month period
beginning on April 1, 2008 and ending April 1, 2009. The shares
issued to the Consultant will be based on a 50% discount to market and will be
calculated using the Volume Weighted Average Price (“VWAP”) for the last three
trading days of the previous month. The certificates for the shares
will be issued and delivered to the Consultant on the first day of the month
that those services are rendered (Example: shares issued for the payment of
services for June 2008 will be based on the VWAP of the last three trading days
of May 2008 and will be delivered on June 1, 2008), except that the certificate
for the shares to be issued in respect of April and May of 2008, shall be
delivered immediately following the filing of the Form S-8 and will be
calculated based on the average of the closing prices for May 16, 2008, May 19,
2008 and May 20, 2008, which is $0.17.
2. Shares
to be issued hereunder shall be registered using a Form S-8. The
Company shall file such Form S-8 with the Securities and Exchange Commission
within five business days of the execution of this agreement.
IN
WITNESS WHEREOF, this Compensation Agreement has been executed by the Parties as
of the date first above written.
| CONSULTANT | |
| /s/ Xxxxxxx Xxxxxxxxx | |
| Xxxxxxx Xxxxxxxxx | |
| The Company: | |
| AMEREX GROUP, INC. | |
| By: /s/ Xxxxxxxx X. Xxxxxx | |
| Xxxxxxxx X. Xxxxxx | |
|
Chief
Executive Officer
|
