EXHIBIT 10.9
ENDLESS YOUTH PRODUCTS, INC.
0000 XXXX XXXXXXXXX XXXXXXXXX, XXXXX 000
XXX XXXXX, XXXXXX 00000
August 4, 1997
Xxxxx Xxxxxxx
0000 Xxxxxxx Xxxxx
Xxxx Xxxx Xxxx, XX 00000
Re: CONSULTING ARRANGEMENTS
Dear Xxx:
This letter is intended to set forth our agreement concerning your
becoming a director of and consultant to Endless Youth Products, Inc. (the
"COMPANY").
1. You hereby agree to purchase for the sum of $50,000 cash 125,000
shares of the common stock of the Company. In connection with this sale, you
will execute and return to the Company an investor representation in the form
of EXHIBIT A hereto. Such shares shall be issued by the Company's transfer
agent upon the Company's receipt of the purchase price. The shares will be
issued pursuant to Rule 504 under the Securities Act of 1933, and will not be
subject to resale restrictions under Rule 144 thereunder (other than those
applicable to you by reason of your being a director of the Company).
2. As additional consideration, the Company will issue to you warrants
to purchase 125,000 shares of common stock of the Company. The exercise price
of the warrants will be $0.70 per share. The warrants will expire on August
4, 2002. The form of the warrants will be as set forth in EXHIBIT B.
3. In consideration of your agreeing to join the Board of Directors of
the Company, you will receive an additional bonus of 150,000 options to
purchase shares of the Company's common stock. These options will be issued
under the Company's 1996 Stock Option Plan as incentive stock options. The
options will expire on August 4, 2002 and will have the following terms and
vesting schedule:
NO. OF OPTIONS PURCHASE PRICE VESTING DATE
50,000 $0.40 August 4, 1997
25,000 $0.60 August 4, 1997
50,000 $0.75 August 4, 1997
25,000 $0.90 August 4, 1997
Xxxxx Xxxxxxx
June 30, 1999
Page 2
4. In consideration of her agreeing to act as a consultant to the
Company, Xxxxx Xxxxxxx will be issued warrants to purchase 15,000 shares of
the Company's common stock at $0.40 per share. These options will expire on
August 4, 2002.
5. As a member of the Board of Directors, you will also be entitled to
receive compensation for attending Board meetings and serving as a director
as may be agreed by the Board.
If you agree to the foregoing, please so indicate by signing a copy of
this letter and returning it to us.
Sincerely,
ENDLESS YOUTH PRODUCTS, INC.
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx, Chairman and
Chief Executive Officer
AGREED TO THIS 4th DAY OF August, 1997.
--- ------
/s/ Xxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxxx
