Exhibit 99.2
CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this 1st day
of February, 2001, among Quazon Corp., a Nevada corporation ("Quazon"); and
Xxxxxxx Xxxxx Xxxxxx, Xxxxxx Xxxxxxx, and Xxxx X. Xxxxxxxx, who have executed
and delivered this Plan by the execution and delivery of the Counterpart
Signature Pages which are designated as Xxxxxxxx "X", "X" and "C" hereof
(collectively, the "Consultants").
WHEREAS, the Board of Directors of Quazon has adopted a Compensation
Agreement for compensation of three individual Consultants who are natural
persons; and
WHEREAS, Quazon has engaged the Consultants to provide services at
the request of and subject to the satisfaction of its management; and
WHEREAS, a general description of the nature of the services performed by
the Consultants and the maximum value of such services under this Plan are
listed in the Counterpart Signature Pages; and
WHEREAS, Quazon and the Consultants 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 (the "Commission")
pursuant to which Quazon may issue "freely tradeable" shares of its common
stock as payment for services rendered pursuant to an S-8 Registration
Statement to be filed with the Commission by Quazon,
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Quazon hereby employs the Consultants and the
Consultants hereby accept such employment during the term hereof. The
services performed by the Consultants hereunder shall be personally rendered
by the Consultants, and no one acting for or on behalf of the Consultants,
except those persons normally employed by the Consultants in rendering
services to others, such as secretaries, bookkeepers and the like.
1.2 Independent Contractors. Regardless of the Consultants' status as
"employees" under Rule 405 of the Commission, all services rendered by the
Consultants hereunder shall be rendered as independent contractors, and the
Consultants shall be liable for any FICA taxes, withholding or other similar
taxes or charges, and the Consultants shall indemnify and hold Quazon harmless
therefrom; it is understood and agreed that the value of all such items has
been taken into account by the Consultants in computing the billable rate for
the services the Consultants have agreed to render to Quazon.
1.3 Term. All services performed at the request of Quazon by the
Consultants shall have been performed within 180 days from the date hereof, at
which time this Plan shall terminate, unless otherwise provided herein;
provided, however, this Plan may be extended for an additional 180 day period
by written agreement of Quazon and any one of the Consultants.
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1.4 Payment. Quazon and the Consultants agree that Quazon shall pay the
invoices of the Consultants for the services performed under this Plan by the
issuance of shares of its common stock at a price of $0.01 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. The number of shares to
be issued to any consultant under this Plan shall not exceed 250,000 shares,
subject to adjustment as provided for in section 1.9 below.
1.5 Invoices for Services. On the completion of rendering the services
performed by the Consultants hereunder, each of the Consultants shall provide
Quazon with a written invoice detailing the services duly performed. Such
invoices shall be paid by Quazon in accordance with Section 1.4 above, subject
to the satisfaction of the management of Quazon that the services have been
performed, and to the extent performed, that the performance was in a
satisfactory manner. The submission of an invoice for the services performed
by each of the Consultants shall be deemed to be a subscription by the
respective Consultants to purchase shares of common stock of Quazon 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, the Consultants 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; the Consultants assume the risk of any decrease
in the per share price or value of the shares of common stock of Quazon that
may be issued by Quazon for services performed by the Consultants hereunder,
and the Consultants agree that any such decrease shall in no way affect the
rights, obligations or duties of the Consultants
hereunder.
1.7 Limitation on Services. None of the services rendered by the
Consultants and paid for by the issuance of shares of common stock of Quazon
shall be services related to any "capital raising" transaction, and the
services shall not directly or indirectly promote or maintain a market for
Quazon's common stock.
1.8 Delivery of Shares. On submission of an invoice for services
actually performed by the respective Consultants, and duly verified to the
satisfaction of Quazon, and 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 the
respective Consultants at the addresses listed on the Counterpart Signature
Pages, unless another address shall be provided to Quazon in writing prior to
the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and Price Per
Share. Quazon and the Consultants agree that the per share price of shares of
common stock that may be issued by Quazon to the Consultants for services
performed under this Plan has been arbitrarily valued due to the lack of any
established market for Quazon's common stock; however, in the event Quazon
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 Quazon prior to the
issuance of shares to the Consultants, the per share price and the number of
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shares issuable to the Consultants 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 each of the
Consultants shall be the date set forth on the respective Counterpart
Signature Pages.
1.11 Conditions. The Plan is subject to the following conditions,
to-wit:
The number of shares of common stock to be issued under the Plan
shall in no event exceed 20% of the total issued and outstanding
shares of common stock of the Company on the date of issuance; and,
Any shares issued to "affiliates" will bear a control restrictive
legend.
Section 2
Representations and Warranties of Quazon
Quazon represents and warrants to, and covenants with, the Consultants
as follows:
2.1 Corporate Status. Quazon 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 Quazon has duly
adopted a Compensation Plan as defined in Rule 405 of the Commission pursuant
to which Quazon 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 Quazon.
2.3 Registration Statement on Form S-8. Quazon 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 to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which 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 Quazon; and Quazon will provide to the Consultants 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.
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2.4 Federal and State Securities Laws, Rules and Regulations. Quazon
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. Quazon shall not request the Consultants to
perform any services in connection with any "capital raising" transaction
under this Plan, or services to directly or indirectly promote or maintain a
market for Quazon's common stock.
2.6 Reports With the Commission. Quazon is required to file reports
with the Commission pursuant to Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "1934 Act"), and Quazon has filed or will file with
the Commission all reports required to be filed by it forthwith, and such
reports are or will be true and correct in every material respect.
2.7 Corporate Authority and Due Authorization. Quazon 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 Quazon
hereunder have been duly authorized by all requisite corporate action on the
part of Quazon, and this Plan constitutes a valid and binding obligation of
Quazon and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of Quazon.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants with,
Quazon as follows:
3.1 Employment. Each of the Consultants hereby accepts employment by
Quazon for the services performed pursuant to this Agreement. The services
performed by the Consultants hereunder shall be personally rendered by the
Consultants, and no one acting for or on behalf of the Consultants.
3.2 Sophisticated Investors. Each of the Consultants represents and
warrants that, by reason of income, net assets, education, background and
business acumen, he has the experience and knowledge to evaluate the risks and
merits attendant to an investment in shares of common stock of Quazon, either
singly or through the aid and assistance of a competent professional, and is
fully capable of bearing the economic risk of loss of the total investment of
services.
3.3 Suitability of Investment. During the term of this Plan, each of
the Consultants shall provide the services outlined in the respective
Counterpart Signature Pages to Quazon, and the Consultants, singly, or through
the advice of a competent professional, fully believe that an investment in
shares of common stock of Quazon is a suitable investment for the Consultants.
3.4 Limitation on Services. None of the services rendered by the
Consultants and paid for by the issuance of shares of common stock of Quazon
shall be services related to any "capital raising" transaction, or services to
directly or indirectly promote or maintain a market for Quazon's common stock.
3.5 Authority and Authorization. Each of the Consultants has full power
and authority to enter into this Plan and carry out the obligations hereunder.
Execution of this Plan and performance by the Consultants hereunder
constitutes a valid and binding obligation of the Consultants and performance
hereunder will not violate any other agreement to which any of the Consultants
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is a party.
Section 4
Indemnity
Quazon and the Consultants 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 Quazon 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 Quazon and the respective Consultants in
writing; or (2) by either the directors of Quazon or the respective
Consultants if there has been a material misrepresentation or material breach
of any warranty or covenant by the other party. This Plan 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 Quazon to pay for any services
actually rendered by the Consultants 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 sent by prepaid
first-class registered or certified mail, return receipt requested, as
follows:
If to Quazon: Quazon Corp.
0000 Xxxxx Xxxxxxx Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
If to Consultants: The addresses listed on the
Counterpart Signature Pages
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.
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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 Quazon nor the Consultants 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.
QUAZON CORP.,
a Nevada corporation
/s/ Xxxxxx X. Xxxxxxx
By___________________________________
Xxxxxx X. Xxxxxxx, President
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EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation
Agreement No. 1 among Quazon and the undersigned Consultant is executed as of
the date set forth hereinbelow.
Consultant:
Xxxxxxx Xxxxx Xxxxxx
000 Xxxxx 000 Xxxx
Xxxxx Xxxx, Xxxx 00000
/s/ X X Xxxxxx
Date: February 2, 2001 ______________________________________
(Signature)
Number of Shares and
Maximum Value of
General Description of Services Services to be Performed
Non-capital raising financial 250,000 shares
consulting services unrelated $2,500
to promoting or maintaining a
market for Quazon common stock
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EXHIBIT A-1
February 2, 0000
Xxxxxx X. Xxxxxxxxx, Xxx.
00 Xxxx Xxxxx Xxxxxx, Xxxxx 0000X
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Quazon Corp., a Nevada corporation (the "Company")
Dear Xx. Xxxxxxxxx:
Thank you for your letter dated February 1, 2001, regarding the S-8
proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or any
other entity. I have not and do not intend to raise any funding for the
Company or to provide any services directly or indirectly related to promoting
or maintaining a market for Quazon Corp. common stock. The services I have
rendered and intend to render for the benefit of the Company include reviewing
and advising the Company with respect to its Articles of Incorporation and its
draft Annual Report on Form 10-KSB for 12/31/00, and assisting the Company in
preparing its financial statements for the year ended 12/31/00 to be audited
and included in its Annual Report.
I acknowledge receipt of a copy of all reports filed by the Company with
the Securities and Exchange Commission during the past 12 months, and a copy
of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ X X Xxxxxx
Xxxxxxx Xxxxx Xxxxxx
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EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation
Agreement No. 1 among Quazon and the undersigned Consultant is executed as of
the date set forth hereinbelow.
Consultant:
Xxxxxx Xxxxxxx
0000 Xxxxxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
/s/ Xxxxxx Xxxxxxx
Date: February 2, 2001 _____________________________
(Signature)
Number of Shares and
Maximum Value of
General Description of Services Services to be Performed
Non-capital raising financial 250,000 shares
consulting services unrelated $2,500
to promoting or maintaining a
market for Quazon common stock
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EXHIBIT B-1
February 2, 0000
Xxxxxx X. Xxxxxxxxx, Xxx.
00 Xxxx Xxxxx Xxxxxx, Xxxxx 0000X
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Quazon Corp., a Nevada corporation (the "Company")
Dear Xx. Xxxxxxxxx:
Thank you for your letter dated February 1, 2001, regarding the S-8
proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or any
other entity. I have not and do not intend to raise any funding for the
Company or to provide any services directly or indirectly related to promoting
or maintaining a market for Quazon Corp. common stock. The services I have
rendered and intend to render for the benefit of the Company include
conducting a due diligence review of the Company's corporate records from
inception of the Company when I was President of the Company.
I acknowledge receipt of a copy of all reports filed by the Company with
the Securities and Exchange Commission during the past 12 months, and a copy
of the written compensation agreement for my services.
Very truly yours,
/s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
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EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation
Agreement No. 1 among Quazon and the undersigned Consultant is executed as of
the date set forth hereinbelow.
Consultant:
Lane X. Xxxxxxxx
0000 Xxxx Xxxxxx Xxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
/s/ Lane X. Xxxxxxxx
Date: February 2, 2001 _____________________________
(Signature)
Number of Shares and
Maximum Value of
General Description of Services Services to be Performed
Non-capital raising financial 250,000 shares
consulting services unrelated $2,500
to promoting or maintaining a
market for Quazon common stock
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EXHIBIT C-1
February 2, 0000
Xxxxxx X. Xxxxxxxxx, Xxx.
00 Xxxx Xxxxx Xxxxxx, Xxxxx 0000X
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Quazon Corp., a Nevada corporation (the "Company")
Dear Xx. Xxxxxxxxx:
Thank you for your letter dated February 1, 2001, regarding the S-8 of
the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or any
other entity. I have not and do not intend to raise any funding for the
Company or to provide any services directly or indirectly related to promoting
or maintaining a market for Quazon Corp. common stock. The services I have
rendered and intend to render for the benefit of the Company include review of
the Company's Articles of Incorporation, By-Laws and Minutes, and performing
due diligence on prospective merger or acquisition opportunities, and
coordinating matters involving selection on new Company legal counsel.
I acknowledge receipt of a copy of all reports filed by the Company with
the Securities and Exchange Commission during the past 12 months, and a copy
of the written compensation agreement for my services.
Very truly yours,
/s/ Lane X. Xxxxxxxx
Lane X. Xxxxxxxx
SEC\0273
