CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
22nd day of October, 1996, among Wealth International, Inc., a Nevada
corporation ("Wealth International"); and, Milton Druce, Toni Druce, Justeene
Blankenship, Dannette Uyeda, Leonard W. Burningham and Michael Doolin, who
have executed and delivered this Plan by the execution and delivery of the
Counterpart Signature Pages which are designated as Exhibits "A" through "F"
hereof (collectively, the "Consultants").
WHEREAS, the Board of Directors of Wealth International has agreed
to adopt a written compensation agreement for compensation of six individual
Consultants who are natural persons for agreed upon services previously
performed; and
WHEREAS, Wealth International has previously engaged the Consultants
to provide services at the request of and subject to the satisfaction of its
management, and may availed itself of the services of the Consultants
during the term hereof; and
WHEREAS, the Consultants have provided services at the request and
subject to the approval of the management of Wealth International; and
WHEREAS, a general description of the nature of the agreed upon
services performed by the Consultants and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages; and
WHEREAS, Wealth International and the Consultants intend that this
Plan shall be a "written compensation agreement" as defined in Rule 405 of the
Securities and Exchange Commission ("Commission") pursuant to which Wealth
International 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 Wealth International;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Wealth International hereby acknowledges the
employment of the Consultants and the Consultants hereby acknowledge
acceptance of such employment, and have performed the services requested by
management of Wealth International to its satisfaction during the term hereof.
The services performed by the Consultants hereunder have been 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. All services rendered by the
Consultants hereunder have been 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 Wealth
International 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 rendered to Wealth
International.
1.3 Grant of Options. In consideration of the services rendered
as agreed and as outlined in the respective Counterpart Signature Pages
of the Consultants, the following options are hereby granted to
purchase shares of common stock of Wealth International at a price of $2
per share, all or any part of which may be exercised for a period of five
years from the Effective Date of the Plan, as defined herein (the "Options"):
Milton Druce, 100,625 shares; Toni Druce, 100,625 shares; Justeene
Blankenship, 100,625 shares; Dannette Uyeda, 100,625 shares; Leonard W.
Burningham, 12,500 shares; and Michael Doolin, 10,000 shares.
1.4 Limitation on Services. None of the services to be rendered
by the Consultants and paid for by the issuance of shares of common stock of
Wealth International shall be services related to any "capital raising"
transaction.
1.5 Delivery of Option Shares. On submission of payment for the
number of Option Shares to be purchased, which payment shall be in cash,
except that Leonard W. Burningham, Esq. may pay the exercise price in services
rendered to the satisfaction of Wealth International, and subject to the
filing and effectiveness of a Registration Statement on Form S-8 of the
Commission covering the Option Shares, one or more stock certificates
representing such Option Shares shall be delivered to the respective
Consultants, at their respective addresses listed on their respective
Counterpart Signature Pages, unless another address shall be
provided to Wealth International in writing prior to the issuance of such
Option Shares.
1.6 Adjustments in the Number of Shares of Common Stock and
Price Per Share. In the event Wealth International 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 Wealth International prior to the issuance of shares to the
Consultants, that the per share price and the number of Option Shares issuable
to the Consultants shall be appropriately adjusted to reflect any such event.
1.7 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.
Section 2
Representations and Warranties of Wealth International
Wealth International represents and warrants to, and covenants
with, the Consultants as follows:
2.1 Corporate Status. Wealth International 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 Wealth
International has duly adopted a written compensation agreement as defined in
Rule 405 of the Commission pursuant to which Wealth International may issue
"freely tradeable" shares or options to purchase 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 Wealth
International.
2.3 Registration Statement on Form S-8. Wealth International
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 Option
Shares 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 such
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 Wealth International; and Wealth
International 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 written compensation agreement 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.
Wealth International 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. Wealth International 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. Wealth International is
required to file reports with the Commission pursuant to Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and Wealth
International has 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; and Wealth International will continue to comply with
these reporting requirements and keep such reports current so long as any of
the Option Shares remain to be issued hereunder or the expiration of the
options granted hereunder.
2.7 Corporate Authority and Due Authorization. Wealth
International 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 Wealth International hereunder have been duly authorized by all
requisite corporate action on the part of Wealth International, and this Plan
constitutes a valid and binding obligation of Wealth International and
performance hereunder will not violate any provision of the Articles of
Incorporation, Bylaws, agreements, mortgages or other commitments of Wealth
International.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, Wealth International as follows:
3.1 Employment. Each of the Consultants has hereto accepted
employment by Wealth International, and has agreed to and has performed the
services requested by management of Wealth International to its satisfaction
during the term hereof. The services performed by the Consultants have been
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, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Wealth International, 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.
3.3 Suitability of Investment. Prior to the execution of this
Plan, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to Wealth International, and the
Consultants, singly, or through the advice of a competent professional, fully
believe that an investment in shares of common stock of Wealth International
is a suitable investment for the Consultants.
3.4 Limitation on Services. None of the services rendered or to
be rendered by the Consultants and paid for by the issuance of shares of
common stock of Wealth International or options to purchase such shares 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
Wealth International 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 Wealth International
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
General Provisions
5.1 Share Lock-up. Regardless of the number of options exercised
during the first quarter following the filing and effectiveness of the
Company's Registration Statement on Form S-8 covering the shares underlying
the options granted hereby, no Consultant granted options hereunder to acquire
more than 50,000 shares of the Company's common stock shall sell in excess of
60% of the securities beneficially owned by reason of the grant of any such
option during the first quarter following the effective date of such
Registration Statement, and during each successive quarter thereafter, no such
Consultant shall sell in excess of the number of shares of common stock that
could be sold under subparagraph (e) of Rule 144 of the Securities and
Exchange Commission, if the securities underlying the options granted pursuant
to the Plan were "restricted securities."
5.2 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.
5.3 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 Wealth International: Wealth International, Inc.
1190 North Spring Creek Place, Suite A
Springville, Utah 84663
If to Consultants: The addresses listed on the
Counterpart Signature Pages
5.4 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.
5.5 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.
5.6 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.
5.7 Assignment. Neither Wealth International 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; provided, however, any Consultant may, to the extent allowable under
applicable federal and state securities laws, rules and regulations, assign
any option to a registered broker to exercise payments and the exercise price
thereof in connection with any such Consultants' lawful sale of such
underlying shares by any such broker.
5.8 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.
WEALTH INTERNATIONAL, INC.
Date: 10/22/96 By:/s/Ronald A. Nilsson, President
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Wealth International and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Milton Druce
1263 Woodridge Circle
Salt Lake City, Utah 84121
Date: 10/22/96
Maximum Value
of Services
General Description of Services Performed
Miscellaneous services related to the $1,000
reorganization with Wealth International,
Inc., a Utah corporation, and bringing
information regarding the Registrant
current.
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Wealth International and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Toni Druce
1263 Woodridge Circle
Salt Lake City, Utah 84121
Date: 10/22/96
Maximum Value
of Services
General Description of Services Performed
Miscellaneous services related to the $1,000
reorganization with Wealth International,
Inc., a Utah corporation, and bringing
information regarding the Registrant
current.
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Wealth International and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Justeene Blankenship
6 Morgan, #162
Irving, California 92618
Date: 10/22/96
Maximum Value
of Services
General Description of Services Performed
Miscellaneous services related to the $1,000
reorganization with Wealth International,
Inc., a Utah corporation, and bringing
information regarding the Registrant
current.
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Wealth International and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Dannette Uyeda
274 East Garden Ave.
Salt Lake City, Utah 84115
Date: 10/22/96
Maximum Value
of Services
General Description of Services Performed
Miscellaneous services related to the $1,000
reorganization with Wealth International,
Inc., a Utah corporation, and bringing
information regarding the Registrant
current.
EXHIBIT "E"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Wealth International and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Leonard W. Burningham, Esq.
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
Date: 10/22/96
Maximum Value
of Services
General Description of Services Performed
Legal Services. $500 and Engagement Arrangement
EXHIBIT "F"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Wealth International and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Michael Doolin
5 Pepperwood Drive
Sandy, Utah 84092
Date: 10/22/96
Maximum Value
of Services
General Description of Services Performed
Consulting services regarding structure
of Company. $500