CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this 13th day
of March, 2001, among Little Creek, Inc., a Utah corporation ("Little Creek");
and the following individuals who have executed and delivered this Plan by the
execution and delivery of the Counterpart Signature Pages which are designated
as Exhibits "A" through "D" hereof: Xxxxx X. Xxxxxx, Xxxxxxx X.. Xxxxxxxxxx,
Esq., Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxx(collectively, the "Consultants
and/or employees").
WHEREAS, the Board of Directors of Little Creek has adopted a written
compensation agreement for compensation of four individual Consultants and/or
employees who are natural persons; and
WHEREAS, Little Creek has engaged the Consultants and/or employees to
provide services at the request of and subject to the satisfaction of its
management; and
WHEREAS, the Consultants and/or employees have provided services at the
request and subject to the approval of the management of Little Creek; and
WHEREAS, a general description of the nature of the services performed and
to be performed by the Consultants and/or employees and the maximum value of
such services under this Plan are listed in the Counterpart Signature Pages and
exhibits thereto; and
WHEREAS, Little Creek and the Consultants and/or employees 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 Little Creek 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 Little Creek;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Little Creek hereby employs the Consultants and/or
employees and the hereby accept such employment, and have and will perform the
services requested by management of Little Creek to its satisfaction during the
term hereof. The services performed by the Consultants and/or employees
hereunder have been and will be personally rendered by the Consultants and/or
employees, and no one acting for or on behalf of the Consultants and/or
employees, except those persons normally employed by the consultants and/or
employees in rendering services to others, such as secretaries, bookkeepers and
the like.
1.2 Independent Contractors. Regardless of the Consultants and/or
employees' status as "employees" under Rule 405 of the Commission, all services
rendered by the Consultants and/or employees hereunder have been rendered as
independent contractors, and the Consultants and/or employees shall be liable
for any FICA taxes, withholding or other similar taxes or charges, and the
Consultants and/or employees shall indemnify and hold Little Creek harmless
therefrom; it is understood and agreed that the value of all such items has been
taken into account by the Consultants and/or employees in computing the billable
rate for the services the Consultants and/or employees have rendered and agreed
to render to Little Creek.
1.3 Term. All services performed at the request of Little Creek by the
Consultants and/or employees shall have been performed within 120 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 120 day
period by written agreement of Little Creek and any of the Consultants and/or
employees.
1.4 Payment. Little Creek and the Consultants and/or employees agree that
Little Creek shall pay the invoices of the Consultants and/or employees 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 and/or employees hereunder, each of the Consultants
and/or employees shall provide Little Creek with a written invoice detailing the
services duly performed. Such invoice shall be paid by Little Creek in
accordance with Section 1.4 above, subject to (i) the satisfaction of the
management of Little Creek 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
and/or employees shall be deemed to be a subscription by the respective
Consultants and/or employees to purchase shares of common stock of Little Creek
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 and/or employees 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 and/or employees
assume the risk of any decrease in the per share price or value of the shares of
common stock of Little Creek that may be issued by Little Creek for services
performed by the Consultants and/or employees hereunder, and the Consultants
and/or employees agree that any such decrease shall in no way affect the rights,
obligations or duties of the Consultants and/or employees hereunder.
1.7 Limitation on Services. None of the services rendered by the
Consultants and/or employees and paid for by the issuance of shares of common
stock of Little Creek 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/or employees, and duly verified to
the satisfaction of Little Creek, 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 and/or employees at the addresses listed on the
Counterpart Signature Pages, unless another address shall be provided to Little
Creek in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and Price Per
Share. Little Creek and the Consultants and/or employees agree that the per
share price of shares of common stock that may be issued by Little Creek to the
Consultants and/or employees for services performed under this Plan has been
arbitrarily set by Little Creek; however, in the event Little Creek shall
undergo a merger, consolidation, reorganization, or recapitalization other,
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 Little Creek prior to the
issuance of shares to the Consultants and/or employees, that the per share price
and the number of shares issuable to the Consultants and/or employees 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 and/or employees 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:
(b) 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.
Section 2
Representations and Warranties of Little Creek
Little Creek represents and warrants to, and covenants with, the
Consultants and/or employees as follows:
2.1 Corporate Status. Little Creek is a corporation duly organized, validly
existing and in good standing under the laws of the State of Utah 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 Little Creek has duly
adopted a Compensation Plan as defined in Rule 405 of the Commission pursuant to
which Little Creek 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 Little Creek.
2.3 Registration Statement on Form S-8. Little Creek 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 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
Registration Statement shall become effective immediately upon its filing; such
Registration Statement shall be prepared at the sole cost and expense of Little
Creek; and Little Creek will provide to the Consultants and/or employees 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. Little Creek
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. Little Creek shall not request the Consultants
and/or employees to perform any services in connection with any "capital
raising" transaction under this Plan.
2.6 Reports With the Commission. Little Creek is required to file reports
with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and Little Creek 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. Little Creek 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 Little Creek
hereunder have been duly authorized by all requisite corporate action on the
part of Little Creek, and this Plan constitutes a valid and binding obligation
of Little Creek and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of
Little Creek.
Section 3
Representations and Warranties of the Consultants and/or employees
Each of the Consultants and/or employees represents and warrants to, and
covenants with, Little Creek as follows:
3.1 Employment. Each of the Consultants and/or employees hereby accepts
employment by Little Creek for the services performed pursuant to this
Agreement. The services performed by the Consultants and/or employees hereunder
have been personally rendered by the Consultants and/or employees, and no one
acting for or on behalf of the Consultants and/or employees.
3.2 Accredited Investors. Each of the Consultants and/or employees
represents and warrants that, by reason of income, net assets, education,
background and business acumen, the Consultants and/or employees have the
experience and knowledge to evaluate the risks and merits attendant to an
investment in shares of common stock of Little Creek, 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,
they are "accredited investors" 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, each of
the Consultants and/or employees shall have provided the services outlined in
the respective Counterpart Signature Pages to Little Creek, and the Consultants
and/or employees, singly, or through the advice of a competent professional,
fully believe that an investment in shares of common stock of Little Creek is a
suitable investment for the Consultants and/or employees.
3.4 Limitation on Services. None of the services rendered by the
Consultants and/or employees and paid for by the issuance of shares of common
stock of Little Creek shall be services related to any "capital raising"
transaction.
3.5 Authority and Authorization. Each of the Consultants and/or employees
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
and/or employees hereunder constitutes a valid and binding obligation of the
Consultants and/or employees and performance hereunder will not violate any
other agreement to which any of the Consultants and/or employees is a party.
Section 4
Indemnity
Little Creek and the Consultants and/or employees 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 Little Creek 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 Little Creek and the respective Consultants and/or
employees in writing; (2) by either the Directors of Little Creek or the
respective Consultants and/or employees 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 Little
Creek to pay for any services actually rendered by the Consultants and/or
employees 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 LITTLE CREEK: 0000 XXXXX 000 XXXX, XXXXX 000
XXXX XXXX XXXX, XX 00000
IF TO CONSULTANTS AND/OR EMPLOYEES THE ADDRESS 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 Utah, 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 Little Creek nor the Consultants and/or employees
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.
Little Creek, Inc.
By /S/XXXXXX XXXXXX
___________________________
Xxxxxx X. Xxxxxx, President and Director
March 19, 2001
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxxxx, Esq.
Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxx
Via Facsimile
Re: Issuance of compensatory shares of common stock of
Little Creek, Inc., a Utah corporation (the "Company"), to
each of you, as consultants and/or employees, to be
registered on Form S-8 of the Securities and Exchange
Commission
Gentlemen:
I represent the Company and have been engaged to prepare a Registration
Statement on Form S-8 of the Securities and Exchange Commission for the
registration of the securities to be issued to you under a written compensation
agreement to be prepared by this office.
I have prepared a brief Memorandum of the proposed amendments of the
Securities and Exchange Commission to this Form, and have enclosed a copy
thereof for your review.
Please review this Memorandum and advise me in writing of the types of
services you are to render, and please facsimile me a copy your typed comments
(I cannot scan hand written notations for an XXXXX filing), indicating, if
applicable, that these prohibitions do not relate to you or the services you are
to render.
With respect to services, I would like a detailed explanation of all
"non-capital raising" services rendered, including dates, if applicable.
You cannot be paid in securities on an S-8 Registration Statement to
raise funds or promote the stock of the company.
Yours very sincerely,
/S/XXXXXXX X. XXXXXXXXXX
Xxxxxxx X. Xxxxxxxxxx, Esq.
cc. Little Creek, Inc.
EXHIBIT A
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation
Agreement No. 1 between Little Creek, Inc. and the undersigned Consultant is
executed as of the date set forth herein below.
Consultant:
Xxxxxxx X. Xxxxxxxxxx, Esq.
000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 3/19/01 /S/XXXXXXX XXXXXXXXXX
------ ---------------------
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit A-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 35,000
to Little Creek, Inc. as payment of the option price $350
March 19, 2001
Xxxxxxx X. Xxxxxxxxxx
000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Little Creek, Inc., a Utah corporation (the "Company"), to be registered on
Form S-8 of the Securities and Exchange Commission.
Dear Xx. Xxxxxxxxxx:
As per your request, the following is a list of services I rendered while
serving as a consultant to the Company:
Legal Services, to include:
Consultation with auditors. Communication with former officers
and directors. Review of all Annual and Quarterly SEC filings, to
include: 01/31/01 QSB, 10/31/99 QSB, 07/31/00 KSB, 4/30/00 QSB,
1/31/00 QSB and the 10SB12G filed 12/01/99.
I further acknowledge that I have received your letter dated March 19,
2001, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/S/XXXXXXX XXXXXXXXXX
Xxxxxxx X. Xxxxxxxxxx
EXHIBIT B
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Little Creek, Inc. and the undersigned
Consultant is executed as of the date set forth herein below.
Consultant:
Xxxxx X. Xxxxxx
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 3/19/01 /S/XXXXX XXXXXX
------ ---------------------
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit B-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 35,000
to Little Creek, Inc. as payment of the option price $350
March 19, 2001
Xxxxxxx X. Xxxxxxxxxx
000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Little Creek, Inc., a Utah corporation (the "Company"), to be registered on
Form S-8 of the Securities and Exchange Commission.
Dear Xx. Xxxxxxxxxx:
As per your request, the following is a list of services I rendered while
serving as a consultant to the Company from September 1998 to present:
Prepared all Annual and Quarterly SEC filings, to include:
01/31/01 QSB, 10/31/99 QSB, 07/31/00 KSB, 4/30/00 QSB, 1/31/00
QSB and the 10SB12G filed 12/01/99.
Maintained the corporations books and records.
Communicated with auditor to assist in the preparation of audited
financials.
Maintained correspondence with the Company's Officers and Board
of Directors.
I further acknowledge that I have received your letter dated March 19,
2001, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/S/XXXXX XXXXXX
Xxxxx X. Xxxxxx
EXHIBIT C
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation
Agreement No. 1 between Little Creek, Inc. and the undersigned Consultant is
executed as of the date set forth herein below.
Executive Officer:
Xxxxxx X. Xxxxxx
000 Xxxxx Xxxxx
Xxxx Xxxx, Xxxx 00000
Date: 3/19/01 /S/XXXXXX XXXXXX
------ ---------------------
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit C-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 35,000
to Little Creek, Inc. as payment of the option price $350
March 19, 2001
Xxxxxxx X. Xxxxxxxxxx
000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Little Creek, Inc., a Utah corporation (the "Company"), to be registered on
Form S-8 of the Securities and Exchange Commission.
Dear Xx. Xxxxxxxxxx:
As per your request, the following is a list of services I rendered while
serving as an officer to the Company:
Reviewed all Annual and Quarterly SEC filings, to include:
01/31/01 QSB, 10/31/99 QSB, 07/31/00 KSB, 4/30/00 QSB, 1/31/00
QSB and the 10SB12G filed 12/01/99.
Reviewed business plans.
Maintained communication with the Board of Directors.
I further acknowledge that I have received your letter dated March 19,
2001, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/S/XXXXXX XXXXXX
Xxxxxx X. Xxxxxx
EXHIBIT D
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Little Creek, Inc. and the undersigned
Consultant is executed as of the date set forth herein below.
Executive Officer:
Xxxxxx X. Xxxxxxx
0000 Xxxxx Xxxxxxx Xxxxx
Xxxxx, XX 00000
Date: 3/19/01 /S/XXXXXX XXXXXXX
------ ---------------------
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit D-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 35,000
to Little Creek, Inc. as payment of the option price $350
March 19, 2001
Xxxxxxx X. Xxxxxxxxxx
000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Little Creek, Inc., a Utah corporation (the "Company"), to be registered on
Form S-8 of the Securities and Exchange Commission.
Dear Xx. Xxxxxxxxxx:
As per your request, the following is a list of services I rendered while
serving as an officer to the Company:
Services, to include:
Reviewing business plans.
Attending Board Meetings.
Communicating with the other officers between Board Meetings
I further acknowledge that I have received your letter dated March 19,
2001, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/S/XXXXXX XXXXXXX
Xxxxxx X. Xxxxxxx
