CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made
this 2nd day of November, 2000, between Holographic Systems, Inc., a
Nevada corporation ("Holographics"), and Xxxxxxx X. Xxxxxxxx, who has
executed and delivered this Plan by the execution and delivery of the
Counterpart Signature Page which is designated as Exhibit "A"
WHEREAS, the Board of Directors of Holographics has adopted
a written compensation agreement for compensation of Xxxxxxx X. Xxxxxxxx,
attorney at law, a natural person; and
WHEREAS, Holographics engaged Xx. Xxxxxxxx approximately
six months ago to provide services at the request of and subject to the
satisfaction of its management, and Xx. Xxxxxxxx provided services prior
to said engagement for Holographic's predecessor, for which Holographics
agrees to compensate Xx. Xxxxxxxx; and
WHEREAS, Xx. Xxxxxxxx has provided services at the request
and subject to the approval of the management of Holographics; and
WHEREAS, a general description of the nature of the
services performed and to be performed and the maximum value of such
services under this Plan are listed in the Counterpart Signature Page and
exhibit thereto; and
WHEREAS, Holographics and Xx. Xxxxxxxx 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 Holographics 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 Holographics;
NOW, THEREFORE, in consideration of the mutual covenants
and promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Holographics hereby employs Xx. Xxxxxxxx and
Xx. Xxxxxxxx hereby accepts such employment, and has and will perform the
services requested by management of Holographics to its satisfaction
during the term hereof. The services performed by Xx. Xxxxxxxx hereunder
have been and will be personally rendered by Xx. Xxxxxxxx, and no one
acting for or on behalf of Xx. Xxxxxxxx, except those persons normally
employed by Xx. Xxxxxxxx in rendering services to others, such as
secretaries, bookkeepers and the like.
1.2 Independent Contractor. Regardless of Xx. Xxxxxxxx'x
status as "employees" under Rule 405 of the Commission, all services
rendered by Xx. Xxxxxxxx hereunder have been rendered as an independent
contractor, and Xx. Xxxxxxxx shall be liable for any FICA taxes,
withholding or other similar taxes or charges, and Xx. Xxxxxxxx shall
indemnify and hold Holographics harmless therefrom; it is understood and
agreed that the value of all such items has been taken into account by Xx.
Xxxxxxxx in computing the billable rate for the services Xx. Xxxxxxxx has
rendered and agreed to render to Holographics.
1.3 Term. All services performed at the request of
Holographics by Xx. Xxxxxxxx have either been performed and completed, or
shall be performed within twelve months from the date hereof, at which
time this Plan shall terminate.
1.4 Payment. Holographics and Xx. Xxxxxxxx agree that
Holographics shall pay the invoices of Xx. Xxxxxxxx for the services
performed under this Plan by the issuance of shares of its common stock at
a price of $.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. Xx. Xxxxxxxx has provided
Holographics with written invoices detailing the services duly performed
and/or the retainer or flat fee for such services. Such invoices shall be
paid by Holographics in accordance with Section 1.4 above. The submission
of an invoice for the services performed by Xx. Xxxxxxxx shall be deemed
to be a subscription to purchase shares of common stock of Holographics 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, Xx. Xxxxxxxx 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; Xx. Xxxxxxxx assumes
the risk of any decrease in the per share price or value of the shares of
common stock of Holographics that may be issued by Holographics for
services performed by Xx. Xxxxxxxx hereunder, and Xx. Xxxxxxxx agrees that
any such decrease shall in no way affect the rights, obligations or duties
of Xx. Xxxxxxxx hereunder.
1.7 Limitation on Services. None of the services rendered by
Xx. Xxxxxxxx and paid for by the issuance of shares of common stock of
Holographics shall be services related to any "capital raising"
transaction.
1.8 Delivery of Shares. 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 Xx. Xxxxxxxx at the addresses listed on the
Counterpart Signature Pages, unless another address shall be provided to
Holographics in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Holographics and Xx. Xxxxxxxx agree that the per share
price of shares of common stock that may be issued by Holographics to Xx.
Xxxxxxxx for services performed under this Plan has been arbitrarily set
by Holographics, and was determined based upon an agreed upon value of the
stock six months prior to this Agreement; however, in the event
Holographics 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
Holographics prior to the issuance of shares to Xx. Xxxxxxxx, that the per
share price and the number of shares issuable to Xx. Xxxxxxxx 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 Xx.
Xxxxxxxx shall be the date set forth on the respective Counterpart
Signature Pages.
Section 2
Representations and Warranties of Holographics
Holographics represents and warrants to, and covenants with, Xx.
Xxxxxxxx as follows:
2.1 Corporate Status. Holographics 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 Holographics
has duly adopted a Compensation Plan as defined in Rule 405 of the
Commission pursuant to which Holographics 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 Holographics.
2.3 Registration Statement on Form S-8. Holographics 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
Holographics; and Holographics will provide to Xx. Xxxxxxxx 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.
Holographics 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. Holographics shall not request
Xx. Xxxxxxxx to perform any services in connection with any "capital
raising" transaction under this Plan.
2.6 Reports With the Commission. Holographics 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 Holographics 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. Holographics
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 Holographics hereunder have been duly authorized by all
requisite corporate action on the part of Holographics, and this Plan
constitutes a valid and binding obligation of Holographics and performance
hereunder will not violate any provision of the Articles of Incorporation,
Bylaws, agreements, mortgages or other commitments of Holographics.
Section 3
Representations and Warranties of Xx. Xxxxxxxx
Xx. Xxxxxxxx represents and warrants to, and covenants
with, Holographics as follows:
3.1 Employment. Xx. Xxxxxxxx hereby accepts employment by
Holographics for the services performed pursuant to this Agreement. The
services performed by Xx. Xxxxxxxx hereunder have been personally rendered
by Xx. Xxxxxxxx, and persons who he employs or contracts with in the
regular course of business.
3.2 Accredited Investors. Xx. Xxxxxxxx represents and warrants
that, by reason of income, net assets, education, background and business
acumen, Xx. Xxxxxxxx has the experience and knowledge to evaluate the
risks and merits attendant to an investment in shares of common stock of
Holographics, 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, Xx. Xxxxxxxx shall have provided the services outlined in the
respective Counterpart Signature Pages to Holographics, and Xx. Xxxxxxxx
fully believes that an investment in shares of common stock of
Holographics is a suitable investment for Xx. Xxxxxxxx
3.4 Limitation on Services. None of the services rendered by
Xx. Xxxxxxxx and paid for by the issuance of shares of common stock of
Holographics shall be services related to any "capital raising"
transaction.
3.5 Authority and Authorization. Xx. Xxxxxxxx has full power
and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by Xx. Xxxxxxxx
hereunder constitutes a valid and binding obligation of Xx. Xxxxxxxx and
performance hereunder will not violate any other agreement to which he is
a party.
Section 4
Indemnity
Holographics and Xx. Xxxxxxxx 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
Holographics 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 Holographics and Xx. Xxxxxxxx
in writing; (2) by either the Directors of Holographics or Xx. Xxxxxxxx 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 Holographics to pay for
any services actually rendered by Xx. Xxxxxxxx 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 Holographics: 0000 X Xxxxxxxx Xx., Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
If to Consultant: 0000 Xxxxx Xxxxxxxx Xxxxx #000X
Xxxx Xxxx Xxxx, XX 00000
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 Holographics nor Xx. Xxxxxxxx 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.
Holographic Systems, Inc.
By /s/ Justeene Xxxxxxxxxxx
---------------------------
Justeene Xxxxxxxxxxx, President & Director
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement between Holographic Systems, Inc. and the
undersigned Consultant is executed as of the date set forth herein below.
Consultant:
/s/ Xxxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx Xxxxx #000X
Xxxx Xxxx Xxxx, XX 00000
Date: November 2, 2000
PARTICIPANT RESPONSE LETTER
November 2, 2000
Justeene Xxxxxxxxxxx
0000 X. Xxxxxxxx Xx., Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Via Facsimile
Re: Holographic Systems, Inc.
Dear Xx. Xxxxxxxxxxx:
This will confirm for purposes of any filing requirements the source
obligation(s) for the shares of Holographic Systems, Inc. that
Holographic Systems wishes to have issued to me.
1. 100,000 shares represents my flat based fee for "clean up" work
related to the current, quarterly, annual and related filings
with the SEC regarding Holographic Systems, Inc.
2. 100,000 shares represents my flat based fee for general legal
consultation and research for Holographic Systems, meetings with
principals of Holographic Systems, and for legal work concerning
the current, quarterly, annual and related filings with the SEC
regarding Holographic Systems, Inc.
Please call with any questions you may have.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
