CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
4th day of February, 1999, among Sierra Holdings Group, Inc., a Nevada
corporation ("Sierra"); and Xxxxx Xxxxxx, and Xxxxxx X. Xxxxxxx, who have
executed and delivered this Plan by the execution and delivery of the
Counterpart Signature Pages which are designated as Exhibits "A" and "B"
hereof (collectively, the "Consultants").
WHEREAS, the Board of Directors of Sierra has adopted a
Compensation Agreement for compensation of two individual Consultants who are
natural persons; and
WHEREAS, Sierra 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, Sierra 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 Sierra 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 Sierra,
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Sierra 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 Sierra
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 Sierra.
1.3 Term. All services performed at the request of Sierra 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 Sierra and any one of the Consultants.
1.4 Payment. Sierra and the Consultants agree that Sierra 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.
1.5 Invoices for Services. On the completion of rendering the
services performed by the Consultants hereunder, each of the Consultants shall
provide Sierra with a written invoice detailing the services duly performed.
Such invoices shall be paid by Sierra in accordance with Section 1.4 above,
subject to the satisfaction of the management of Sierra 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 Sierra 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 Sierra that may be issued by Sierra 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
Sierra shall be services related to any "capital raising" transaction.
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 Sierra, 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 Sierra in writing
prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Sierra and the Consultants agree that the per share price of
shares of common stock that may be issued by Sierra to the Consultants for
services performed under this Plan has been arbitrarily valued due to the lack
of any established market for Sierra's common stock; however, in the event
Sierra 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 Sierra
prior to the issuance of shares to the Consultants, the per share price and
the number of 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 10% of the total issued and
outstanding shares of common stock of the Company on the
date of issuance; and,
The shares issued to "affiliates" will bear a control
restrictive legend.
Section 2
Representations and Warranties of Sierra
Sierra represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Sierra 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 Sierra has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Sierra 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 Sierra.
2.3 Registration Statement on Form S-8. Sierra 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 Sierra; and Sierra 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.
2.4 Federal and State Securities Laws, Rules and Regulations.
Sierra 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. Sierra shall not request the
Consultants to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. Sierra 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 Sierra 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. Sierra 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 Sierra
hereunder have been duly authorized by all requisite corporate action on the
part of Sierra, and this Plan constitutes a valid and binding obligation of
Sierra and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of Sierra.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, Sierra as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Sierra 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 Sierra, 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 Sierra, and the Consultants, singly, or through
the advice of a competent professional, fully believe that an investment in
shares of common stock of Sierra 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
Sierra shall be services related to any "capital raising" transaction.
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 is a party.
Section 4
Indemnity
Sierra 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 Sierra 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 Sierra and the respective Consultants in
writing; or (2) by either the directors of Sierra 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 Sierra 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
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Sierra: Sierra Holdings Group, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx
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.
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 Sierra 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.
SIERRA HOLDINGS GROUP, INC.,
a Nevada corporation
By /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Sierra and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Xxxxx Xxxxxx
000 Xxxxx 000 Xxxx
Xxxxx Xxxx, Xxxx 00000
Date: /s/ Xxxxx Xxxxxx
(Signature)
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising financial 500,000 shares
consulting services $5,000
EXHIBIT A-1
February 4, 1999
Xxxxxxx X. Xxxxxxxxxx, Esq.
Suite 205, 000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Sierra Holdings Group, Inc., a Nevada corporation (the
"Company")
Dear Xx. Xxxxxxxxxx:
Thank you for your letter dated January 26, 1999, 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. The services I have rendered and intend to render for the benefit of
the Company include consulting on the structure 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.
Thank you.
Very truly yours,
/s/ Xxxxx X. Xxxxxx
EXHIBIT A-2
Xxxxx X. Xxxxxx
000 Xxxxx 000 Xxxx
Xxxxx Xxxx, xxxx 00000
February 4, 1999
Sierra Holdings Group, Inc.
STATEMENT:
Retainer Consulting Fee: $3,500
Review of Articles of Incorporation and amendments, review of Articles of
Incorporation for Nevada. Review Bylaws and conversation with Xxxxx Xxxxxxx.
Review of due diligence, review accountants report. Meeting with Xx. Xxxxxxx.
Talking points covered in meeting with Xxxxx Xxxxxxx.
1. Need to increase shareholder base.
2. What if any splits will or could occur.
3. Does Sierra Holdings Group, Inc. have enough cash to continue with
audits and filing fees, if company does not find a merger
candidate in the near term (6 months).
4. When Sierra Holdings Group, Inc. is ready may be able to suggest
possible merger candidates.
Meeting fee: $1,500
Consulting fee: 500,000 shares as per agreement
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Sierra and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Xxxxxx X. Xxxxxxx
0000 Xx. Xxxxxxxx Xx., #000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 2/8/99 /s/ Xxxxxx X. Xxxxxxx
(Signature)
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising financial 250,000 shares
consulting services $2,500
EXHIBIT B-1
February 4, 1999
Xxxxxxx X. Xxxxxxxxxx, Esq.
Suite 205, 000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Sierra Holdings Group, Inc., a Nevada corporation (the
"Company")
Dear Xx. Xxxxxxxxxx:
Thank you for your letter dated January 26, 1999, 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. The services I have rendered and intend to render for the benefit of
the Company include execution of documents and the operation 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 X. Xxxxxxx
EXHIBIT B-2
February 4, 1999
Sierra Holdings Group, Inc.
Statement:
Sept.
Review of Articles of Incorporation and amendments, review of Articles of
Incorporation for Nevada, review agreements and plan of merger and formation
of subsidiary, review of articles of merger plan, review bylaws.
Oct.
Review of due diligence, regarding 10-SB. Meet with attorney on preparation
of Form 10-SB. Review accountants report.
Dec-Jan.
Telephone conversation with attorney regarding Form 10-SB-A1. Meeting with
attorney regarding 10-QSB. Meeting with Board on 10-QSB and S-8 filing.
Final review of Board minutes and filing.
Consulting Fee: 250,000 shares as per compensation agreement
