COMPENSATION AGREEMENT
This
Compensation Agreement is dated as of January 17, 2008 by and between
USTelematics, Inc., a Delaware corporation (the “Company”) and the law firm of
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP (“Consultant”).
WHEREAS,
the Company has requested the Consultant to provide the Company with legal
services in connection with their business, and the Consultant has agreed to
provide the Company with such legal services;
WHEREAS, such services are to be performed by Xxxx Xxxx (“Xxxx”), a member of
Consultant; and
WHEREAS,
the Company wishes to compensate the Consultant with shares of its common stock
for such services rendered;
NOW
THEREFORE, in consideration of the mutual covenants hereinafter stated, it
is
agreed as follows:
1. The
Company will issue to Xxxx, upon filing of the Form S-8 referred to below,
subject to the limitations set forth in Section 3 herein, an aggregate of
200,000 shares of the Company’s common stock, $.0001 par value per share (the
“Common Stock”) in payment for legal services to be performed through March 31,
2008. Subsequent to 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 of Common Stock to be issued shall represent
consideration for services to be performed by the Consultant on behalf of the
Company.
2. The
above
compensation shall be registered using a Form S-8. The Company shall file such
Form S-8 with the Securities and Exchange Commission within 30 days of the
execution of this agreement.
3. Notwithstanding
anything contained herein to the contrary, in no event shall the Consultant
be
entitled to receive a number of shares of Common Stock of which the sum of
the
number of shares of Common Stock beneficially owned by the Consultant and its
affiliates would result in beneficial ownership by the Consultant and its
affiliates of more than 4.9% of the outstanding shares of Common Stock. For
purposes of the immediately preceding sentence, beneficial ownership shall
be
determined in accordance with Section 13(d) of the Securities Exchange Act
of
1934, as amended, and Regulation 13D-G thereunder.
IN
WITNESS WHEREOF, this Compensation Agreement has been executed by the Parties
as
of the date first above written.
USTelematics,
Inc.
.
/s/
Xxxxxx Xxxxxxxxx
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
/s/
Xxxx Xxxx
