STOCK BONUS AGREEMENT
THIS STOCK BONUS AGREEMENT, dated as of January 9, 2004 (the
"Agreement"), by and between Megola, Inc., a Nevada Corporation
(the "Company") and Xxxxxx Xxxxxx (the "Employee") (a "Party",
collectively, the "Parties").
RECITALS
WHEREAS, the Company has requested of Employee and the
Employee has agreed to provide certain marketing services.
WHEREAS, in connection with and in consideration for and as
a bonus for such services, the Company has agreed to compensate
Employee with common stock of the Company in lieu of cash
payment.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the Parties agree as follows:
1. Services. Employee has provided sales and
marketing services and will continue to do so. NONE OF THE
SERVICES PROVIDED BY EMPLOYEE HEREIN SHALL INVOLVE THE RAISING OF
DEBT OR EQUITY CAPITAL, AND NOTHING IN THIS AGREEMENT SHALL BE
CONSTRUED AS TO OBLIGATE OR REQUIRE THE EMPLOYEE TO RAISE DEBT OR
EQUITY CAPITAL.
The Parties hereby confirm and acknowledge that the services
rendered by Employee hereunder: (a) consist and will consist of
bona fide services rendered and to be rendered to Company, (b)
are not and will not be in connection with the offer or sale of
securities in capital raising transactions, and (c) do not and
will not promote or maintain a market for the securities of
Company.
2. Compensation. (i) In consideration of the
Services to be provided by the Employee, as a bonus and in lieu
of a cash payment, the Company agrees to issue to Employee
500,000 shares of common stock of the Company.
(ii) The Company hereby agrees to register 250,000
of the Shares by filing a Form S-8 Registration Statement
covering the Shares on the of the date of this Agreement.
Employee shall take any action reasonably requested by the
Company in connection with registration or qualification of the
Shares under federal or state securities laws The remainder
shall be restricted and can only be resold under federal
securities laws after receipt of an acceptable opinion of
counsel.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE
EXECUTED THIS INSTRUMENT THE DATE FIRST ABOVE WRITTEN.
Megola, Inc.
_________________________________
Xxxx Xxxxxxx, President
EMPLOYEE
By: _____________________________
Xxxxxx Xxxxxx
