U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American IR Technologies, Inc.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0440536
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF
INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
3080 Post Road, Las Vegas NV 89118
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, (702) 368-4571
including area code:
3110 S. Valley View, Suite 201, Las 89102
Vegas, NV
(Registrant's former address) (Zip code)
Consulting Agreements Between
The Company and
Elsa Bugarini, Tore Dietrich, Christopher McNeill, Larry
Klesman, Ross Wilkinson, Betty Vancrey, Mitchell Nusbaum,
Michael Sund, and Vaughn Inman
(Full title of the plans)
Corporate Agents of Nevada, Inc.
3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
---------------------------------------
(Name and address of agent for service)
(702) 876-8820
- ------------------------------------------------------------
-
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
SERVICE)
COPIES OF COMMUNICATIONS TO:
Thomas C. Cook, Esq.
Thomas C. Cook and Associates, Ltd.
3110 South Valley View, Suite 106
Las Vegas, Nevada 89102
(702) 876-5941
/1/
============================================================================
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price offering registration
to be registered registered per unit price fee
- ----------------------------------------------------------------------------
Common Stock, par 555,520 Shares $0.20 $111,104 $27.78
value, $.001 per
share
- ----------------------------------------------------------------------------
*Estimated solely for purposes of calculating the
registration fee. Calculated in accordance with Rule 457(c)
under the Securities Act of 1933 based upon the average of
the bid and asked price of Common Stock of American IR
Technologies, Inc. as reported on the NASD over-the-counter
bulletin board on March 8, 2001.
PART I
Information Required in the Section 10(a)
Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to
various individuals for consulting services on the Company's
behalf. This issuance of shares is being made pursuant to
consulting agreements between the Company and the
individuals. The Company has equated this number of shares
to the value of the consulting services provided or to be
provided by these individuals. The shares issued hereunder
will not be subject to any resale restrictions. The
following individuals will receive the number of shares
listed next to their names:
Elsa Bugarini 12,750
Tore Dietrich 112,250
Christopher McNeill 265,000
Larry Klesman 25,000
Ross Wilkinson 12,100
Betty Vancrey 1,000
Mitchell Nusbaum 38,710
Michael Sund 38,710
Vaughn Inman 50,000
PART II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and
Exchange Commission (the "Commission") by American IR
Technologies, Inc., a Nevada corporation (the Company"), are
incorporated herein by reference:
/2/
(a) The registrant's Articles of Incorporation filed on October 29,
1999;
(b) The registrant's By-Laws filed on October 29, 1999;
(c) All other reports of the Company filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end
of the fiscal year ended December 31, 1999; and
(d) All documents subsequently filed by the registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Exchange Act during
the effectiveness of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The shares registered herein are being issued to the consultants for
services provided to the Registrant. Neither the Registrant's Accountants
nor any other experts named in the registration statement has any equity
or other interest in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION OF
EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE
FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF
THE SECURTIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
In addition, Section 78.751 of the Nevada General Corporation Laws
provides as follows: 78.751 Indemnification of officers, directors,
employees and agents; advance of expenses.
1. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including
attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in
connection with the action, suitor proceeding if he acted in
good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not,
of itself, create a presumption that the person did not act
in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
/3/
2. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including
amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or
matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction
determines upon application that in view of all the
circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the
court deems proper.
3. To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in subsections 1 and 2, or in defense of any
claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with
the defense.
4. Any indemnification under subsections 1 and 2, unless
ordered by a court or advanced pursuant to subsection 5,
must be made by the corporation only as authorized in the
specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances. The determination must be made: (a) By the
stockholders: (b) By the board of directors by majority vote
of a quorum consisting o directors who were not parties to
act, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the act,
suit or proceeding so orders, by independent legal counsel
in a written opinion; or (d) If a quorum consisting of
directors who were not parties to the act, suit or
proceeding cannot to obtained, by independent legal counsel
in a written opinion; or
5. The Articles of Incorporation, the Bylaws or an
agreement made by the corporation may provide that the
expenses of officers and directors incurred in defending a
civil or criminal, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer
to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to
be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of
expenses to which corporate personnel other than the
directors or officers may be entitled under any contract or
otherwise by law.
6. The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to this
section: (a) Does not exclude any other rights to which a
person seeking indemnification or advancement of expenses
may be entitled under the articles of incorporation or any
bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official
/4/
capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a
court pursuant to subsection 2 or for the advancement of
expenses made pursuant to subsection 5, may not be made to
or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved
intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action. (b) Continues
for a person who has ceased to be a director, officer,
employee or agent and endures to the benefit of the heirs,
executors and administrators of such a person. Insofar as
indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.11 - Consulting Agreement between
American IR Technologies, Inc. and Elsa Bugarini
4.12 - Consulting Agreement between
American IR Technologies, Inc. and Tore Dietrich
4.13 - Consulting Agreement between
American IR Technologies, Inc. and Christopher McNeill
4.14 - Independent Contractor Agreement between
American IR Technologies, Inc. and Larry Klesman
4.15 - Consulting Agreement between
American IR Technologies, Inc. and Ross Wilkinson
4.16 - Consulting Agreement between
American IR Technologies, Inc. and Betty Vancrey
4.17 - Independent Contractor Agreement between
American IR Technologies, Inc. and Mitchell Nusbaum
4.18 - Independent Contractor Agreement between
American IR Technologies, Inc. and Michael Sund
4.19 - Consulting Agreement between
American IR Technologies, Inc. and Vaughn Inman
5.3 - Opinion of Thomas C. Cook and Associates, Ltd.
23.3 - Consent of Thomas C. Cook and Associates, Ltd.
(included in Exhibit 5).
23.4 - Consent of Stark, Tinter and Associates, LLC
24.3 - Power of Attorney (included in signature page).
/5/
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the Company pursuant to
the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than payment by the Company of expenses
paid or incurred by a director, officer or controlling
person of the Company in the successful defense of any
action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
/6/
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, the State of Nevada,
on this 29 day of March, 2001.
American IR Technologies, Inc.
By: /s/ Ron Ryan
--------------------------
Ron Ryan, President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
March 29, 2001
/s/ Ron Ryan
- -----------------------------
Ron Ryan
President and Director
March 29, 2001
/s/ Gerald Peatz
- -----------------------------
Gerald Peatz
Secretary and Director
/7/
Exhibit 4.11
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated
as of November 29, 2000, between American IR Technologies, Inc.,
a Nevada corporation (the "Company"), and Elsa Bugarini ("Consultant"),
An individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and
advise the Company, and Consultant is willing to provide such
services:
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages Consultant as
an independent contractor and not as an employee, to render
consulting services to the Company as hereinafter provided and
Consultant hereby accepts such engagement for a period commencing
on August 1, 2000 and ending on the January 31, 2001. Consultant
agrees that Consultant will not have any authority to bind or act
on behalf of the Company. Consultant shall at all times be an
independent contractor hereunder, rather than an agent,
coventurer, employee or representative of the Company. The
Company hereby acknowledges and agrees that Consultant may engage
directly or indirectly in other businesses and ventures and shall
not be required to perform any services under this Agreement
when, or for such periods in which, the rendering of such
services shall unduly interfere with such other businesses and
ventures, providing that such undertakings do not completely
preempt Consultant's availability during the term of this
Agreement. Neither Consultant nor his employees will be
considered by reason of the provisions of this Agreement or
otherwise as being an employee of the Company or as being
entitled to participate in any health insurance, medical,
pension, bonus or similar employee benefit plans sponsored by the
Company for its employees. Consultant shall report all earnings
under this Agreement in the manner appropriate to its status as
an independent contractor and shall file all necessary reports
and pay all taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this
Agreement, the Company hereby engages the Consultant, and
Consultant hereby accepts the engagement, to provide advice,
analysis and recommendations (the "Services") to the Company with
respect to the following:
1. Short- and long-term media consulting and implementation
2. Short- and long-term strategic planning
During the term of this Agreement, Consultant shall render such
consulting services as the Company from time to time reasonably
requests, which services shall include but not be limited to
those rendered by Consultant to Company prior to the date hereof;
provided that:
/8/
(a) To the extent practicable such services shall be furnished
only at such time and places as are mutually satisfactory to the
Company and Consultant; and
(b) Consultant shall not be called upon to devote more than 10
hours in any week in performing such services and shall not be
required to perform any services hereunder while Consultant is on
vacation or suffering from an illness.
2. Compensation and Expenses. For the Services
provided by the Consultant, the Company (i) shall compensate the
Consultant by delivering to the Consultant, not later than March
21, 2001, twelve thousand seven hundred and fifty (12,750) shares
of the common stock of the Company ("Common Stock") that is
Freely Tradeable (as hereinafter defined). "Freely Tradeable"
means shares that may be sold at any time by the Consultant free
of any contractual or other restriction on transfer and which
have been appropriately listed or registered for such sale on all
securities markets on any shares of the Common Stock are
currently so listed or registered; and (ii) will reimburse the
Consultant for reasonable out-of-pocket pre approved expenses
incurred in connection with the performance of the Services,
provided, however, that Consultant submits receipts or other
expense records to the Company in accordance with the Company's
general reimbursement policy then in effect.
3. Employee Benefit Plans. Because Consultant is a
consultant to and not an employee of the Company, Consultant
shall not be entitled to participate in any employee benefit
plans in effect for employees of the Company.
4. Successors and Assigns. This Agreement is binding
upon and inures to the benefit of the Company and its affiliates,
successors and assigns and is binding upon and inures to the
benefit of Consultant and his successors and assigns; provided
that in no event shall Consultant's obligations to perform the
Services be delegated or transferred by Consultant without the
prior written consent of the Company.
5. Term. This Agreement shall commence on the date
hereof and, unless sooner terminated in accordance with the
provisions of Section 6 hereof, shall expire on January 31, 2001.
6. Termination. Either the Company or Consultant may
terminate this Agreement for material breach upon at least thirty
(30) days prior written notice specifying the nature of the
breach, if such breach has not been substantially cured within
the thirty (30) day period.
7. Independent Contractor Relationship. Consultant
and the Company are independent contractors and nothing contained
in this Agreement shall be construed to place them in the
relationship of partners, principal and agent, employer/employee
or joint ventures. Neither party shall have the power or right
to bind or obligate the other party, nor shall it hold itself out
as having such authority.
8. Indemnification. Company shall indemnify and hold
harmless the Consultant from and against any and all losses,
damages, liabilities, reasonable attorney's fees, court costs and
expenses resulting or arising from any third-party claims,
actions, proceedings, investigations, or litigation relating to
/9/
or arising from or in connection with this Agreement, or any act
or omission by Company.
9. Notice. For the purpose of this Agreement,
notices and all other communications provided for herein shall be
in writing and shall be deemed to have been duly given (i) when
delivered, if personally delivered, (ii) when sent by facsimile
transmission, when receipt therefor has been duly received, or
(iii) when mailed by United States registered mail, return
receipt requested, postage prepaid, or by recognized overnight
courier, addressed set forth in the preamble to this Agreement or
to such other address as any party may have furnished to the
other in any writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.
10. Miscellaneous. No provisions of this Agreement
may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by
authorized officers of each party. No waiver by either party
hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. The
validity, interpretation, construction and performance of this
Agreement shall be governed by the internal laws of the State of
New York. Any controversy arising under or in relation to this
Agreement shall be settled by binding arbitration in New York,
New York in accordance with the laws of the State of New York and
the rules of the American Arbitration Association.
11. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.
12. Severability. If in any jurisdiction, any
provision of this Agreement or its application to any party or
circumstance is restricted, prohibited or unenforceable, such
provision shall, as to such jurisdiction, be ineffective only to
the extent of such restriction, prohibition or unenforceability,
without invalidating the remaining provisions hereof and without
affecting the validity or enforceability of such provision in any
other jurisdiction or its application to other parties or
circumstances. In addition, if any one or more of the provisions
contained in this Agreement shall for any reason in any
jurisdiction be held to be excessively broad as to time,
duration, geographical scope, activity or subject, it shall be
construed, by limiting and reduction it, so as to be enforceable
to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.
/10/
IN WITNESS WHEREOF, this Consulting Agreement has been
executed by the Company and Consultant as of the date first
written above.
American IR Technologies, Inc.
By: /s/ Ron Ryan
------------
Name: Ron Ryan
Title: President
Consultant
By: /s/ Elsa Bugarini
-----------------
Name: Elsa Bugarini
/11/
Exhibit 4.12
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated
as of November 29, 2000, between American IR Technologies, Inc., a
Nevada corporation (the "Company"), and Tore Dietrich ("Consultant"),
an individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and
advise the Company, and Consultant is willing to provide such
services:
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages Consultant as
an independent contractor and not as an employee, to render
consulting services to the Company as hereinafter provided and
Consultant hereby accepts such engagement for a period commencing
on August 1, 2000 and ending on the January 31, 2000. Consultant
agrees that Consultant will not have any authority to bind or act
on behalf of the Company. Consultant shall at all times be an
independent contractor hereunder, rather than an agent,
coventurer, employee or representative of the Company. The
Company hereby acknowledges and agrees that Consultant may engage
directly or indirectly in other businesses and ventures and shall
not be required to perform any services under this Agreement
when, or for such periods in which, the rendering of such
services shall unduly interfere with such other businesses and
ventures, providing that such undertakings do not completely
preempt Consultant's availability during the term of this
Agreement. Neither Consultant nor his employees will be
considered by reason of the provisions of this Agreement or
otherwise as being an employee of the Company or as being
entitled to participate in any health insurance, medical,
pension, bonus or similar employee benefit plans sponsored by the
Company for its employees. Consultant shall report all earnings
under this Agreement in the manner appropriate to its status as
an independent contractor and shall file all necessary reports
and pay all taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this
Agreement, the Company hereby engages the Consultant, and
Consultant hereby accepts the engagement, to provide advice,
analysis and recommendations (the "Services") to the Company with
respect to the following:
1. Short- and long-term media consulting and implementation
2. Short- and long-term strategic planning
During the term of this Agreement, Consultant shall render such
consulting services as the Company from time to time reasonably
requests, which services shall include but not be limited to
those rendered by Consultant to Company prior to the date hereof;
provided that:
(a) To the extent practicable such services shall be furnished
only at such time and places as are mutually satisfactory to the
Company and Consultant; and
/12/
(b) Consultant shall not be called upon to devote more than 10
hours in any week in performing such services and shall not be
required to perform any services hereunder while Consultant is on
vacation or suffering from an illness.
2. Compensation and Expenses. For the Services
provided by the Consultant, the Company (i) shall compensate the
Consultant by delivering to the Consultant, not later than March
21, 2001, one hundred and twelve thousand, two hundred and fifty
(112,250) shares of the common stock of the Company ("Common
Stock") that is Freely Tradeable (as hereinafter defined).
"Freely Tradeable" means shares that may be sold at any time by
the Consultant free of any contractual or other restriction on
transfer and which have been appropriately listed or registered
for such sale on all securities markets on any shares of the
Common Stock are currently so listed or registered; and (ii) will
reimburse the Consultant for reasonable out-of-pocket pre
approved expenses incurred in connection with the performance of
the Services, provided, however, that Consultant submits receipts
or other expense records to the Company in accordance with the
Company's general reimbursement policy then in effect.
3. Employee Benefit Plans. Because Consultant is a
consultant to and not an employee of the Company, Consultant
shall not be entitled to participate in any employee benefit
plans in effect for employees of the Company.
4. Successors and Assigns. This Agreement is binding
upon and inures to the benefit of the Company and its affiliates,
successors and assigns and is binding upon and inures to the
benefit of Consultant and his successors and assigns; provided
that in no event shall Consultant's obligations to perform the
Services be delegated or transferred by Consultant without the
prior written consent of the Company.
5. Term. This Agreement shall commence on the date
hereof and, unless sooner terminated in accordance with the
provisions of Section 6 hereof, shall expire on January 31, 2000.
6. Termination. Either the Company or Consultant may
terminate this Agreement for material breach upon at least thirty
(30) days prior written notice specifying the nature of the
breach, if such breach has not been substantially cured within
the thirty (30) day period.
7. Independent Contractor Relationship. Consultant
and the Company are independent contractors and nothing contained
in this Agreement shall be construed to place them in the
relationship of partners, principal and agent, employer/employee
or joint ventures. Neither party shall have the power or right
to bind or obligate the other party, nor shall it hold itself out
as having such authority.
8. Indemnification. Company shall indemnify and hold
harmless the Consultant from and against any and all losses,
damages, liabilities, reasonable attorney's fees, court costs and
expenses resulting or arising from any third-party claims,
actions, proceedings, investigations, or litigation relating to
or arising from or in connection with this Agreement, or any act
or omission by Company.
/13/
9. Notice. For the purpose of this Agreement,
notices and all other communications provided for herein shall be
in writing and shall be deemed to have been duly given (i) when
delivered, if personally delivered, (ii) when sent by facsimile
transmission, when receipt therefor has been duly received, or
(iii) when mailed by United States registered mail, return
receipt requested, postage prepaid, or by recognized overnight
courier, addressed set forth in the preamble to this Agreement or
to such other address as any party may have furnished to the
other in any writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.
10. Miscellaneous. No provisions of this Agreement
may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by
authorized officers of each party. No waiver by either party
hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. The
validity, interpretation, construction and performance of this
Agreement shall be governed by the internal laws of the State of
New York. Any controversy arising under or in relation to this
Agreement shall be settled by binding arbitration in New York,
New York in accordance with the laws of the State of New York and
the rules of the American Arbitration Association.
11. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.
12. Severability. If in any jurisdiction, any
provision of this Agreement or its application to any party or
circumstance is restricted, prohibited or unenforceable, such
provision shall, as to such jurisdiction, be ineffective only to
the extent of such restriction, prohibition or unenforceability,
without invalidating the remaining provisions hereof and without
affecting the validity or enforceability of such provision in any
other jurisdiction or its application to other parties or
circumstances. In addition, if any one or more of the provisions
contained in this Agreement shall for any reason in any
jurisdiction be held to be excessively broad as to time,
duration, geographical scope, activity or subject, it shall be
construed, by limiting and reduction it, so as to be enforceable
to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.
/14/
IN WITNESS WHEREOF, this Consulting Agreement has been
executed by the Company and Consultant as of the date first
written above.
American IR Technologies, Inc.
By: /s/ Ron Ryan
------------
Name: Ron Ryan
Title:President
Consultant
By:/s/ Tore Dietrich
-----------------
Name: Tore Dietrich
/15/
Exhibit 4.13
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated
as of November 29, 2000, between American IR Technologies, Inc.,
a Nevada corporation (the "Company"), and Christopher P. McNeill
("Consultant"), an individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and
advise the Company, and Consultant is willing to provide such
services:
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages Consultant as
an independent contractor and not as an employee, to render
consulting services to the Company as hereinafter provided and
Consultant hereby accepts such engagement for a period commencing
on September 1, 2000 and ending on February 28, 2001. Consultant
agrees that Consultant will not have any authority to bind or act
on behalf of the Company. Consultant shall at all times be an
independent contractor hereunder, rather than an agent,
coventurer, employee or representative of the Company. The
Company hereby acknowledges and agrees that Consultant may engage
directly or indirectly in other businesses and ventures and shall
not be required to perform any services under this Agreement
when, or for such periods in which, the rendering of such
services shall unduly interfere with such other businesses and
ventures, providing that such undertakings do not completely
preempt Consultant's availability during the term of this
Agreement. Neither Consultant nor his employees will be
considered by reason of the provisions of this Agreement or
otherwise as being an employee of the Company or as being
entitled to participate in any health insurance, medical,
pension, bonus or similar employee benefit plans sponsored by the
Company for its employees. Consultant shall report all earnings
under this Agreement in the manner appropriate to its status as
an independent contractor and shall file all necessary reports
and pay all taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this
Agreement, the Company hereby engages the Consultant, and
Consultant hereby accepts the engagement, to provide advice,
analysis and recommendations (the "Services") to the Company with
respect to the following:
1. Short- and long-term strategic planning
2. Short-term crisis management
3. Meeting with/selecting qualified companies for joint
ventures
4. Contacting and interviewing qualified:
Investor Relations Firms
Legal Counsel
5. Identification/selection of board members
6. Identification of qualified investors
/16/
During the term of this Agreement, Consultant shall render such
consulting services as the Company from time to time reasonably
requests, which services shall include but not be limited to
those rendered by Consultant to Company prior to the date hereof;
provided that:
(a) To the extent practicable such services shall be furnished
only at such time and places as are mutually satisfactory to the
Company and Consultant; and
(b) Consultant shall not be called upon to devote more than 4
weeks in any month in performing such services and shall not be
required to perform any services hereunder while Consultant is on
vacation or suffering from an illness.
2. Compensation and Expenses. For the Services
provided by the Consultant, the Company (i) shall compensate the
Consultant by delivering to the Consultant, not later than March
30, 2001, two-hundred and sixty-five thousand (265,000) shares of
the common stock of the Company ("Common Stock") that is Freely
Tradeable (as hereinafter defined). "Freely Tradeable" means
shares that may be sold at any time by the Consultant free of any
contractual or other restriction on transfer and which have been
appropriately listed or registered for such sale on all
securities markets on any shares of the Common Stock are
currently so listed or registered; and (ii) will reimburse the
Consultant for reasonable out-of-pocket pre approved expenses
incurred in connection with the performance of the Services,
provided, however, that Consultant submits receipts or other
expense records to the Company in accordance with the Company's
general reimbursement policy then in effect.
3. Employee Benefit Plans. Because Consultant is a
consultant to and not an employee of the Company, Consultant
shall not be entitled to participate in any employee benefit
plans in effect for employees of the Company.
4. Successors and Assigns. This Agreement is binding
upon and inures to the benefit of the Company and its affiliates,
successors and assigns and is binding upon and inures to the
benefit of Consultant and his successors and assigns; provided
that in no event shall Consultant's obligations to perform the
Services be delegated or transferred by Consultant without the
prior written consent of the Company.
5. Term. This Agreement shall commence on the date
hereof and, unless sooner terminated in accordance with the
provisions of Section 6 hereof, shall expire on February 28,
2001.
6. Termination. Either the Company or Consultant may
terminate this Agreement for material breach upon at least thirty
(30) days prior written notice specifying the nature of the
breach, if such breach has not been substantially cured within
the thirty (30) day period.
7. Independent Contractor Relationship. Consultant
and the Company are independent contractors and nothing contained
in this Agreement shall be construed to place them in the
relationship of partners, principal and agent, employer/employee
or joint ventures. Neither party shall have the power or right
to bind or obligate the other party, nor shall it hold itself out
as having such authority.
/17/
8. Indemnification. Company shall indemnify and hold
harmless the Consultant from and against any and all losses,
damages, liabilities, reasonable attorney's fees, court costs and
expenses resulting or arising from any third-party claims,
actions, proceedings, investigations, or litigation relating to
or arising from or in connection with this Agreement, or any act
or omission by Company.
9. Notice. For the purpose of this Agreement,
notices and all other communications provided for herein shall be
in writing and shall be deemed to have been duly given (i) when
delivered, if personally delivered, (ii) when sent by facsimile
transmission, when receipt therefore has been duly received, or
(iii) when mailed by United States registered mail, return
receipt requested, postage prepaid, or by recognized overnight
courier, addressed set forth in the preamble to this Agreement or
to such other address as any party may have furnished to the
other in any writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.
10. Miscellaneous. No provisions of this Agreement
may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by
authorized officers of each party. No waiver by either party
hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. The
validity, interpretation, construction and performance of this
Agreement shall be governed by the internal laws of the State of
New York. Any controversy arising under or in relation to this
Agreement shall be settled by binding arbitration in New York,
New York in accordance with the laws of the State of New York and
the rules of the American Arbitration Association.
11. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.
12. Severability. If in any jurisdiction, any
provision of this Agreement or its application to any party or
circumstance is restricted, prohibited or unenforceable, such
provision shall, as to such jurisdiction, be ineffective only to
the extent of such restriction, prohibition or unenforceability,
without invalidating the remaining provisions hereof and without
affecting the validity or enforceability of such provision in any
other jurisdiction or its application to other parties or
circumstances. In addition, if any one or more of the provisions
contained in this Agreement shall for any reason in any
jurisdiction be held to be excessively broad as to time,
duration, geographical scope, activity or subject, it shall be
construed, by limiting and reduction it, so as to be enforceable
to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.
/18/
IN WITNESS WHEREOF, this Consulting Agreement has been
executed by the Company and Consultant as of the date first
written above.
American IR Technologies, Inc.
By: /s/ Ron Allen Ryan
------------------
Name: Ron Alan Ryan
Title:President
Consultant
By: /s/ Christopher P. McNeill
--------------------------
Name: Christopher P. McNeill
/19/
Exhibit 4.14
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made and
effective this 7th day of March 2001 and between Larry Klesman
("Consultant") and American IR Technologies, Inc. ("Company").
Now, therefore, Consultant and Company agree as follows:
1. Engagement.
Company hereby engages Consultant, and Consultant accepts
engagement, to provide to Company the following services:
Operate in the capacity of an Advisor to the President / CEO and
The Board of Directors of the Company.
2. Term.
Consultant shall provide services to Company pursuant to this
Agreement for a term commencing on March 7th, 2001 and ending on
December 31st , 2001.
3. Place of Work.
Consultant shall render services primarily at Consultant's and
company's offices, but will, upon request, provide the services
at Company offices or such other places as reasonably requested
by Company as appropriate for the performance of particular
services.
4. Time.
Consultant's daily schedule and hours worked under this Agreement
on a given day shall generally be subject to Consultant's
discretion, provided that Consultant and Company anticipate that
Consultant shall work on average 5 hours per week in the
performance of services pursuant to this Agreement. Company
relies upon Consultant to devote sufficient time as is reasonably
necessary to fulfill the spirit and purpose of this Agreement.
5. Payment.
Company shall pay Consultant 25,000 shares (free trading) in the
common stock of the Company0 for services performed pursuant to
this Agreement. Payment shall be made in one installment.
Consultant shall bear all of Consultant's expenses incurred in
the performance of this Agreement, unless otherwise arranged and
agreed to in writing by the Company.
6. Covenant Not to Compete.
During the term of this Agreement and for a period of two years
thereafter, Consultant shall not within category, directly or
indirectly, either for his own account, or as a partner,
shareholder, officer, director, employee, agent or otherwise;
own, manage, operate, control, be employed by, participate in,
consult with, perform services for, or otherwise be connected
with any business the same as or similar to the business
conducted by Company. In the event any of the provisions of this
Section 6 are determined to be invalid by reason of their scope
or duration, this Section 6 shall be deemed modified to the
extent required to cure the invalidity. In the event of a
breach, or a threatened breach, of this Section 6, Company shall
be entitled to obtain an injunction restraining the commitments
or continuance of the breach, as well as any other legal or
equitable remedies permitted by law.
/20/
7. Confidentiality.
During the term of this Agreement, and thereafter two years,
Consultant shall not, without the prior written consent of
Company, disclose to anyone any Confidential Information.
"Confidential Information" for the purposes of this Agreement
shall include Company's proprietary and confidential information
such as, but not limited to, customer lists, business plans,
marketing plans, financial information, designs, drawing,
specifications, models, software, source codes and object codes.
Confidential Information shall not include any information that:
A. Is disclosed by Company without restriction;
B. Becomes publicly available through no act of Consultant;
C. Is rightfully received by Consultant from a third party.
8. Termination.
A. This Agreement may be terminated by Company as follows:
i. If Consultant is unable to provide the consulting services
by reason of temporary or permanent illness, disability,
incapacity or death.
ii. Breach or default of any obligation of Consultant pursuant
to Section 6, Covenant Not to Compete, or Section 7,
Confidentiality, of this Agreement.
iii. Breach or default by Consultant of any other material
obligation in this Agreement, which breach or default is not
cured within five (5) days of written notice from Company.
B. Consultant may terminate this Agreement as follows:
i. Breach or default of any material obligation of Company,
which breach or default is not cured within five (5) days of
written notice from Consultant.
ii. If Company files protection under the federal bankruptcy
laws, or any bankruptcy petition or petition for receiver is
commenced by a third party against Company, any of the foregoing
of which remains undismissed for a period of sixty (60) days.
9. Independent Contractor.
Consultant is and throughout this Agreement shall be an
independent contractor and not an employee, partner or agent of
Company. Consultant shall not be entitled to nor receive any
benefit normally provided to Company's employees such as, but
not limited to, vacation payment, retirement, health care or
sick pay. Company shall not be responsible for withholding
income or other taxes from the payments made to Consultant.
Consultant shall be solely responsible for filing all returns
and paying any income, social security or other tax levied upon
or determined with respect to the payments made to Consultant
pursuant to this Agreement.
10. Tools and Supplies.
Unless otherwise agreed to by Company in advance, Consultant
shall be solely responsible for procuring, paying for and
maintaining any computer equipment, software, paper, tools or
/21/
supplies necessary or appropriate for the performance of
Consultant's services hereunder.
11. Controlling Law.
This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada.
12. Headings.
The headings in this Agreement are inserted for convenience only
and shall not be used to define, limit or describe the scope of
this Agreement or any of the obligations herein.
13. Final Agreement.
This Agreement constitutes the final understanding and agreement
between the parties with respect to the subject matter hereof
and supersedes all prior negotiations, understandings and
agreements between the parties, whether written or oral. This
Agreement may be amended, supplemented or changed only by an
agreement in writing signed by both of the parties.
14. Notices.
Any notice required to be given or otherwise given pursuant to
this Agreement shall be in writing and shall be hand delivered,
mailed by certified mail, return receipt requested or sent by
recognized overnight courier service as follows:
If to Consultant:
Larry Klesman
4225 Naperville Road, Suite 155
Lisle, IL 60532
If to Company:
American IR Technologies, Inc.
3080 West Post Rd.
Las Vegas, NV 89118
15. Severability.
If any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this
Agreement, including all of the remaining terms, will remain in
full force and effect as if such invalid or unenforceable term
had never been included.
IN WITNESS WHEREOF, the parties as of the date first above
written have executed this Agreement.
/s/ Larry Klessman /s/ Ron Ryan
- ------------------ ------------
Larry Klesman Ron Ryan
Consultant American IR Technologies, Inc.
/22/
Exhibit 4.15
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as
of November 29, 2000, between American IR Technologies, Inc., a
Nevada corporation (the "Company"), and Ross Wilkinson ("Consultant"),
an individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and
advise the Company, and Consultant is willing to provide such
services:
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages Consultant as
an independent contractor and not as an employee, to render
consulting services to the Company as hereinafter provided and
Consultant hereby accepts such engagement for a period commencing
on January 1, 2001 and ending on June 30, 2001. Consultant agrees
that Consultant will not have any authority to bind or act on
behalf of the Company. Consultant shall at all times be an
independent contractor hereunder, rather than an agent,
coventurer, employee or representative of the Company. The
Company hereby acknowledges and agrees that Consultant may engage
directly or indirectly in other businesses and ventures and shall
not be required to perform any services under this Agreement
when, or for such periods in which, the rendering of such
services shall unduly interfere with such other businesses and
ventures, providing that such undertakings do not completely
preempt Consultant's availability during the term of this
Agreement. Neither Consultant nor his employees will be
considered by reason of the provisions of this Agreement or
otherwise as being an employee of the Company or as being
entitled to participate in any health insurance, medical,
pension, bonus or similar employee benefit plans sponsored by the
Company for its employees. Consultant shall report all earnings
under this Agreement in the manner appropriate to its status as
an independent contractor and shall file all necessary reports
and pay all taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this
Agreement, the Company hereby engages the Consultant, and
Consultant hereby accepts the engagement, to provide advice,
analysis and recommendations (the "Services") to the Company with
respect to the following:
1. Short- and long-term strategic planning
2. Computing, Telephony, Internet & E-commerce planning
and implementation
During the term of this Agreement, Consultant shall render such
consulting services as the Company from time to time reasonably
requests, which services shall include but not be limited to
those rendered by Consultant to Company prior to the date hereof;
provided that:
/23/
(a) To the extent practicable such services shall be furnished
only at such time and places as are mutually satisfactory to the
Company and Consultant; and
(b) Consultant shall not be called upon to devote more than ten
hours in any week in performing such services and shall not be
required to perform any services hereunder while Consultant is on
vacation or suffering from an illness.
2. Compensation and Expenses. For the Services
provided by the Consultant, the Company (i) shall compensate the
Consultant by delivering to the Consultant, not later than June
30, 2001, six thousand and six hundred (6,600) shares of the
common stock of the Company ("Common Stock") that is Freely
Tradeable (as hereinafter defined). This amount of shares
represents payment for six monthly blocks, each of 10 hours of
consulting, to be delivered by the consultant during the term of
this agreement "Freely Tradeable" means shares that may be sold
at any time by the Consultant free of any contractual or other
restriction on transfer and which have been appropriately listed
or registered for such sale on all securities markets on any
shares of the Common Stock are currently so listed or registered;
and (ii) will reimburse the Consultant for reasonable
out-of-pocket pre approved expenses incurred in connection with
the performance of the Services, provided, however, that
Consultant submits receipts or other expense records to the
Company in accordance with the Company's general reimbursement
policy then in effect.
3. Employee Benefit Plans. Because Consultant is a
consultant to and not an employee of the Company, Consultant
shall not be entitled to participate in any employee benefit
plans in effect for employees of the Company.
4. Successors and Assigns. This Agreement is binding
upon and inures to the benefit of the Company and its affiliates,
successors and assigns and is binding upon and inures to the
benefit of Consultant and his successors and assigns; provided
that in no event shall Consultant's obligations to perform the
Services be delegated or transferred by Consultant without the
prior written consent of the Company.
5. Term. This Agreement shall commence on the date
hereof and, unless sooner terminated in accordance with the
provisions of Section 6 hereof, shall expire on June 30, 2001.
6. Termination. Either the Company or Consultant may
terminate this Agreement for material breach upon at least thirty
(30) days prior written notice specifying the nature of the
breach, if such breach has not been substantially cured within
the thirty (30) day period.
7. Independent Contractor Relationship. Consultant
and the Company are independent contractors and nothing contained
in this Agreement shall be construed to place them in the
relationship of partners, principal and agent, employer/employee
or joint ventures. Neither party shall have the power or right
to bind or obligate the other party, nor shall it hold itself out
as having such authority.
8. Indemnification. Company shall indemnify and hold
harmless the Consultant from and against any and all losses,
damages, liabilities, reasonable attorney's fees, court costs and
expenses resulting or arising from any third-party claims,
/24/
actions, proceedings, investigations, or litigation relating to
or arising from or in connection with this Agreement, or any act
or omission by Company.
9. Notice. For the purpose of this Agreement,
notices and all other communications provided for herein shall be
in writing and shall be deemed to have been duly given (i) when
delivered, if personally delivered, (ii) when sent by facsimile
transmission, when receipt therefor has been duly received, or
(iii) when mailed by United States registered mail, return
receipt requested, postage prepaid, or by recognized overnight
courier, addressed set forth in the preamble to this Agreement or
to such other address as any party may have furnished to the
other in any writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.
10. Miscellaneous. No provisions of this Agreement
may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by
authorized officers of each party. No waiver by either party
hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. The
validity, interpretation, construction and performance of this
Agreement shall be governed by the internal laws of the State of
New York. Any controversy arising under or in relation to this
Agreement shall be settled by binding arbitration in New York,
New York in accordance with the laws of the State of New York and
the rules of the American Arbitration Association.
11. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.
12. Severability. If in any jurisdiction, any
provision of this Agreement or its application to any party or
circumstance is restricted, prohibited or unenforceable, such
provision shall, as to such jurisdiction, be ineffective only to
the extent of such restriction, prohibition or unenforceability,
without invalidating the remaining provisions hereof and without
affecting the validity or enforceability of such provision in any
other jurisdiction or its application to other parties or
circumstances. In addition, if any one or more of the provisions
contained in this Agreement shall for any reason in any
jurisdiction be held to be excessively broad as to time,
duration, geographical scope, activity or subject, it shall be
construed, by limiting and reduction it, so as to be enforceable
to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.
/25/
IN WITNESS WHEREOF, this Consulting Agreement has been
executed by the Company and Consultant as of the date first
written above.
American IR Technologies, Inc.
By: /s/ Ron Ryan
--------------
Name: Ron Ryan
Title: President
Consultant
By: /s/ Ross Wilkinson
-------------------
Name: Ross Wilkinson
/26/
Exhibit 4.16
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated
as of November 29, 2000, between American IR Technologies, Inc.,
a Nevada corporation (the "Company"), and Betty Vancrey
("Consultant"), an individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and
advise the Company, and Consultant is willing to provide such
services:
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages Consultant as
an independent contractor and not as an employee, to render
consulting services to the Company as hereinafter provided and
Consultant hereby accepts such engagement for a period commencing
on August 1, 2000 and ending on August 30, 2000. Consultant
agrees that Consultant will not have any authority to bind or act
on behalf of the Company. Consultant shall at all times be an
independent contractor hereunder, rather than an agent,
coventurer, employee or representative of the Company. The
Company hereby acknowledges and agrees that Consultant may engage
directly or indirectly in other businesses and ventures and shall
not be required to perform any services under this Agreement
when, or for such periods in which, the rendering of such
services shall unduly interfere with such other businesses and
ventures, providing that such undertakings do not completely
preempt Consultant's availability during the term of this
Agreement. Neither Consultant nor her employees will be
considered by reason of the provisions of this Agreement or
otherwise as being an employee of the Company or as being
entitled to participate in any health insurance, medical,
pension, bonus or similar employee benefit plans sponsored by the
Company for its employees. Consultant shall report all earnings
under this Agreement in the manner appropriate to its status as
an independent contractor and shall file all necessary reports
and pay all taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this
Agreement, the Company hereby engages the Consultant, and
Consultant hereby accepts the engagement, to provide advice,
analysis and recommendations (the "Services") to the Company with
respect to the following:
1. Short-term marketing, modeling, and trade show staffing
2. Meeting with qualified companies for product introductions
During the term of this Agreement, Consultant shall render such
consulting services as the Company from time to time reasonably
requests, which services shall include but not be limited to
those rendered by Consultant to Company prior to the date hereof;
provided that:
(a) To the extent practicable such services shall be furnished
only at such time and places as are mutually satisfactory to the
Company and Consultant; and
/27/
(b) Consultant shall not be called upon to devote more than 40
hours in any week in performing such services and shall not be
required to perform any services hereunder while Consultant is on
vacation or suffering from an illness.
2. Compensation and Expenses. For the Services
provided by the Consultant, the Company (i) shall compensate the
Consultant by delivering to the Consultant, not later than March
30, 2001, one thousand (1,000) shares of the common stock of the
Company ("Common Stock") that is Freely Tradeable (as hereinafter
defined). "Freely Tradeable" means shares that may be sold at
any time by the Consultant free of any contractual or other
restriction on transfer and which have been appropriately listed
or registered for such sale on all securities markets on any
shares of the Common Stock are currently so listed or registered;
and (ii) will reimburse the Consultant for reasonable
out-of-pocket pre approved expenses incurred in connection with
the performance of the Services, provided, however, that
Consultant submits receipts or other expense records to the
Company in accordance with the Company's general reimbursement
policy then in effect.
3. Employee Benefit Plans. Because Consultant is a
consultant to and not an employee of the Company, Consultant
shall not be entitled to participate in any employee benefit
plans in effect for employees of the Company.
4. Successors and Assigns. This Agreement is binding
upon and inures to the benefit of the Company and its affiliates,
successors and assigns and is binding upon and inures to the
benefit of Consultant and his successors and assigns; provided
that in no event shall Consultant's obligations to perform the
Services be delegated or transferred by Consultant without the
prior written consent of the Company.
5. Term. This Agreement shall commence on the date
hereof and, unless sooner terminated in accordance with the
provisions of Section 6 hereof, shall expire on August 30, 2000.
6. Termination. Either the Company or Consultant may
terminate this Agreement for material breach upon at least thirty
(30) days prior written notice specifying the nature of the
breach, if such breach has not been substantially cured within
the thirty (30) day period.
7. Independent Contractor Relationship. Consultant
and the Company are independent contractors and nothing contained
in this Agreement shall be construed to place them in the
relationship of partners, principal and agent, employer/employee
or joint ventures. Neither party shall have the power or right
to bind or obligate the other party, nor shall it hold itself out
as having such authority.
8. Indemnification. Company shall indemnify and hold
harmless the Consultant from and against any and all losses,
damages, liabilities, reasonable attorney's fees, court costs and
expenses resulting or arising from any third-party claims,
actions, proceedings, investigations, or litigation relating to
or arising from or in connection with this Agreement, or any act
or omission by Company.
9. Notice. For the purpose of this Agreement,
notices and all other communications provided for herein shall be
/28/
in writing and shall be deemed to have been duly given (i) when
delivered, if personally delivered, (ii) when sent by facsimile
transmission, when receipt therefor has been duly received, or
(iii) when mailed by United States registered mail, return
receipt requested, postage prepaid, or by recognized overnight
courier, addressed set forth in the preamble to this Agreement or
to such other address as any party may have furnished to the
other in any writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.
10. Miscellaneous. No provisions of this Agreement
may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by
authorized officers of each party. No waiver by either party
hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. The
validity, interpretation, construction and performance of this
Agreement shall be governed by the internal laws of the State of
New York. Any controversy arising under or in relation to this
Agreement shall be settled by binding arbitration in New York,
New York in accordance with the laws of the State of New York and
the rules of the American Arbitration Association.
11. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.
12. Severability. If in any jurisdiction, any
provision of this Agreement or its application to any party or
circumstance is restricted, prohibited or unenforceable, such
provision shall, as to such jurisdiction, be ineffective only to
the extent of such restriction, prohibition or unenforceability,
without invalidating the remaining provisions hereof and without
affecting the validity or enforceability of such provision in any
other jurisdiction or its application to other parties or
circumstances. In addition, if any one or more of the provisions
contained in this Agreement shall for any reason in any
jurisdiction be held to be excessively broad as to time,
duration, geographical scope, activity or subject, it shall be
construed, by limiting and reduction it, so as to be enforceable
to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.
IN WITNESS WHEREOF, this Consulting Agreement has been executed
by the Company and Consultant as of the date first written above.
American IR Technologies, Inc.
By: /s/ Ron Ryan
-------------------
Name: Ron Ryan
Title: President
Consultant
By: /s/ Betty Vancrey
-------------------
Name: Betty Vancrey
/29/
Exhibit 4.17
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made and
effective this 1st day of March 2001 and between Mitchell
Nusbaum ("Consultant") and American IR Technologies, Inc.
("Company").
Now, therefore, Consultant and Company agree as follows:
1. Engagement.
Company hereby engages Consultant, and Consultant accepts
engagement, to provide to Company the following services:
Operate in the capacity of Vice President of Sales and perform
all related duties normally associated with the position.
2. Term.
Consultant shall provide services to Company pursuant to this
Agreement for a term commencing on March 1st , 2001 and renewable
automatically and ongoing, every calendar quarter thereafter.
3. Place of Work.
Consultant shall render services primarily at Consultant's and
company's offices, but will, upon request, provide the services
at Company offices or such other places as reasonably requested
by Company as appropriate for the performance of particular
services.
4. Time.
Consultant's daily schedule and hours worked under this Agreement
on a given day shall generally be subject to Consultant's
discretion, provided that Consultant and Company anticipate that
Consultant shall work on average 20 hours per week in the
performance of services pursuant to this Agreement. Company
relies upon Consultant to devote sufficient time as is reasonably
necessary to fulfill the spirit and purpose of this Agreement.
5. Payment.
Company shall pay Consultant 38,710 shares (free trading) in the
common stock of the Company for services performed pursuant to
this Agreement, for the first six months of service, in advance,
based on the "strike price" as at the date of this contract,
March 1st, 2001, that being approximately $ 00.31 cents per
share. Payment shall be made in one installment. The Consultant
shall further receive $ 1,000.00 per month in negotiable
currency, payable at the end of each month for services for the
first 6 months of this contract. The Company shall bear all of
Consultant's expenses incurred in the performance of this
Agreement, and any extenuating items, if arranged and agreed to
in writing by the Company.
6. Covenant Not to Compete.
During the term of this Agreement and for a period of two years
thereafter, Consultant shall not represent products known to be
in direct competition with American IR products.
7. Confidentiality.
During the term of this Agreement, and thereafter two years,
Consultant shall not, without the prior written consent of
Company, disclose to anyone any Confidential Information.
/30/
"Confidential Information" for the purposes of this Agreement
shall include Company's proprietary and confidential information
such as, but not limited to, customer lists, business plans,
marketing plans, financial information, designs, drawing,
specifications, models, software, source codes and object codes.
Confidential Information shall not include any information that:
A. Is disclosed by Company without restriction;
B. Becomes publicly available through no act of Consultant;
C. Is rightfully received by Consultant from a third party.
8. Termination.
A. This Agreement may be terminated by Company as follows:
i. If Consultant is unable to provide the consulting services
by reason of temporary or permanent illness, disability,
incapacity or death.
ii. Breach or default of any obligation of Consultant pursuant
to Section 6, Covenant Not to Compete, or Section 7,
Confidentiality, of this Agreement.
iii. Breach or default by Consultant of any other material
obligation in this Agreement, which breach or default is not
cured within five (5) days of written notice from Company.
B. Consultant may terminate this Agreement as follows:
i. Breach or default of any material obligation of Company,
which breach or default is not cured within five (5) days of
written notice from Consultant.
ii. If Company files protection under the federal bankruptcy
laws, or any bankruptcy petition or petition for receiver is
commenced by a third party against Company, any of the foregoing
of which remains undismissed for a period of sixty (60) days.
9. Independent Contractor.
Consultant is and throughout this Agreement shall be an
independent contractor and not an employee, partner or agent of
Company. Consultant shall not be entitled to nor receive any
benefit normally provided to Company's employees such as, but
not limited to, vacation payment, retirement, health care or
sick pay. Company shall not be responsible for withholding
income or other taxes from the payments made to Consultant.
Consultant shall be solely responsible for filing all returns
and paying any income, social security or other tax levied upon
or determined with respect to the payments made to Consultant
pursuant to this Agreement.
10. Tools and Supplies.
Unless otherwise agreed to by Company in advance, Consultant
shall be solely responsible for procuring, paying for and
maintaining any computer equipment, software, paper, tools or
supplies necessary or appropriate for the performance of
Consultant's services hereunder.
/31/
11. Controlling Law.
This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada.
12. Headings.
The headings in this Agreement are inserted for convenience only
and shall not be used to define, limit or describe the scope of
this Agreement or any of the obligations herein.
13. Final Agreement.
This Agreement constitutes the final understanding and agreement
between the parties with respect to the subject matter hereof
and supersedes all prior negotiations, understandings and
agreements between the parties, whether written or oral. This
Agreement may be amended, supplemented or changed only by an
agreement in writing signed by both of the parties.
14. Notices.
Any notice required to be given or otherwise given pursuant to
this Agreement shall be in writing and shall be hand delivered,
mailed by certified mail, return receipt requested or sent by
recognized overnight courier service as follows:
If to Consultant:
Mitchell Nusbaum
2724 West Blaine Street
Seattle, Washington, 98199
If to Company:
American IR Technologies, Inc.
3080 West Post Rd.
Las Vegas, NV 89118
15. Severability.
If any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this
Agreement, including all of the remaining terms, will remain in
full force and effect as if such invalid or unenforceable term
had never been included.
IN WITNESS WHEREOF, the parties as of the date first above
written have executed this Agreement.
/s/ Mitchell Nusbaum /s/ Ron Ryan
- -------------------- ------------
Mitchell Nusbaum Ron Ryan
Consultant American IR Technologies, Inc.
/32/
Exhibit 4.18
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made and
effective this 1st day of March 2001 and between Michael Sund
("Consultant") and American IR Technologies, Inc. ("Company").
Now, therefore, Consultant and Company agree as follows:
1. Engagement.
Company hereby engages Consultant, and Consultant accepts
engagement, to provide to Company the following services:
Operate in the capacity of Vice President of Marketing and
perform all related duties normally associated with the
position.
2. Term.
Consultant shall provide services to Company pursuant to this
Agreement for a term commencing on March 1st , 2001 and renewable
automatically and ongoing, every calendar quarter thereafter.
3. Place of Work.
Consultant shall render services primarily at Consultant's and
company's offices, but will, upon request, provide the services
at Company offices or such other places as reasonably requested
by Company as appropriate for the performance of particular
services.
4. Time.
Consultant's daily schedule and hours worked under this Agreement
on a given day shall generally be subject to Consultant's
discretion, provided that Consultant and Company anticipate that
Consultant shall work on average 20 hours per week in the
performance of services pursuant to this Agreement. Company
relies upon Consultant to devote sufficient time as is reasonably
necessary to fulfill the spirit and purpose of this Agreement.
5. Payment.
Company shall pay Consultant 38,710 shares (free trading) in the
common stock of the Company for services performed pursuant to
this Agreement, for the first six months of service, in advance,
based on the "strike price" as at the date of this contract,
March 1st, 2001, that being approximately $ 00.31 cents per
share. Payment shall be made in one installment. The Consultant
shall further receive $ 1,000.00 per month in negotiable
currency, payable at the end of each month for services for the
first 6 months of this contract. The Company shall bear all of
Consultant's expenses incurred in the performance of this
Agreement, and any extenuating items, if arranged and agreed to
in writing by the Company.
6. Covenant Not to Compete.
During the term of this Agreement and for a period of two years
thereafter, Consultant shall not represent products known to be
in direct competition with American IR products.
7. Confidentiality.
During the term of this Agreement, and thereafter two years,
Consultant shall not, without the prior written consent of
Company, disclose to anyone any Confidential Information.
/33/
"Confidential Information" for the purposes of this Agreement
shall include Company's proprietary and confidential information
such as, but not limited to, customer lists, business plans,
marketing plans, financial information, designs, drawing,
specifications, models, software, source codes and object codes.
Confidential Information shall not include any information that:
A. Is disclosed by Company without restriction;
B. Becomes publicly available through no act of Consultant;
C. Is rightfully received by Consultant from a third party.
8. Termination.
A. This Agreement may be terminated by Company as follows:
i. If Consultant is unable to provide the consulting services
by reason of temporary or permanent illness, disability,
incapacity or death.
ii. Breach or default of any obligation of Consultant pursuant
to Section 6, Covenant Not to Compete, or Section 7,
Confidentiality, of this Agreement.
iii. Breach or default by Consultant of any other material
obligation in this Agreement, which breach or default is not
cured within five (5) days of written notice from Company.
B. Consultant may terminate this Agreement as follows:
i. Breach or default of any material obligation of Company,
which breach or default is not cured within five (5) days of
written notice from Consultant.
ii. If Company files protection under the federal bankruptcy
laws, or any bankruptcy petition or petition for receiver is
commenced by a third party against Company, any of the foregoing
of which remains undismissed for a period of sixty (60) days.
9. Independent Contractor.
Consultant is and throughout this Agreement shall be an
independent contractor and not an employee, partner or agent of
Company. Consultant shall not be entitled to nor receive any
benefit normally provided to Company's employees such as, but
not limited to, vacation payment, retirement, health care or
sick pay. Company shall not be responsible for withholding
income or other taxes from the payments made to Consultant.
Consultant shall be solely responsible for filing all returns
and paying any income, social security or other tax levied upon
or determined with respect to the payments made to Consultant
pursuant to this Agreement.
10. Tools and Supplies.
Unless otherwise agreed to by Company in advance, Consultant
shall be solely responsible for procuring, paying for and
maintaining any computer equipment, software, paper, tools or
supplies necessary or appropriate for the performance of
Consultant's services hereunder.
/34/
11. Controlling Law.
This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada.
12. Headings.
The headings in this Agreement are inserted for convenience only
and shall not be used to define, limit or describe the scope of
this Agreement or any of the obligations herein.
13. Final Agreement.
This Agreement constitutes the final understanding and agreement
between the parties with respect to the subject matter hereof
and supersedes all prior negotiations, understandings and
agreements between the parties, whether written or oral. This
Agreement may be amended, supplemented or changed only by an
agreement in writing signed by both of the parties.
14. Notices.
Any notice required to be given or otherwise given pursuant to
this Agreement shall be in writing and shall be hand delivered,
mailed by certified mail, return receipt requested or sent by
recognized overnight courier service as follows:
If to Consultant:
Michael Sund
3315 Withersed Lane
Walnut Creek, California 94598
If to Company:
American IR Technologies, Inc.
3080 West Post Rd.
Las Vegas, NV 89118
15. Severability.
If any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this
Agreement, including all of the remaining terms, will remain in
full force and effect as if such invalid or unenforceable term
had never been included.
IN WITNESS WHEREOF, the parties as of the date first above
written have executed this Agreement.
/s/ Michael Sund /s/ Ron Ryan
- ---------------- ------------
Michael Sund Ron Ryan
Consultant American IR Technologies, Inc.
/35/
Exhibit 4.19
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as
of November 29, 2000, between American IR Technologies, Inc., a Nevada
corporation (the "Company"), and Vaughn Inman ("Consultant"), an
individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and
advise the Company, and Consultant is willing to provide such
services:
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages Consultant as
an independent contractor and not as an employee, to render
consulting services to the Company as hereinafter provided and
Consultant hereby accepts such engagement for a period commencing
on August 1, 2000 and ending on December 31, 2000. Consultant
agrees that Consultant will not have any authority to bind or act
on behalf of the Company. Consultant shall at all times be an
independent contractor hereunder, rather than an agent,
coventurer, employee or representative of the Company. The
Company hereby acknowledges and agrees that Consultant may engage
directly or indirectly in other businesses and ventures and shall
not be required to perform any services under this Agreement
when, or for such periods in which, the rendering of such
services shall unduly interfere with such other businesses and
ventures, providing that such undertakings do not completely
preempt Consultant's availability during the term of this
Agreement. Neither Consultant nor his employees will be
considered by reason of the provisions of this Agreement or
otherwise as being an employee of the Company or as being
entitled to participate in any health insurance, medical,
pension, bonus or similar employee benefit plans sponsored by the
Company for its employees. Consultant shall report all earnings
under this Agreement in the manner appropriate to its status as
an independent contractor and shall file all necessary reports
and pay all taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this
Agreement, the Company hereby engages the Consultant, and
Consultant hereby accepts the engagement, to provide advice,
analysis and recommendations (the "Services") to the Company with
respect to the following:
1. Short- and long-term strategic planning
2. Short-term crisis management
3. Meeting with/selecting qualified companies for joint
ventures
4. Identification/selection of board members
5. Identification of qualified investors
During the term of this Agreement, Consultant shall render such
consulting services as the Company from time to time reasonably
requests, which services shall include but not be limited to
those rendered by Consultant to Company prior to the date hereof;
provided that:
/36/
(a) To the extent practicable such services shall be furnished
only at such time and places as are mutually satisfactory to the
Company and Consultant; and
(b) Consultant shall not be called upon to devote more than ten
hours in any week in performing such services and shall not be
required to perform any services hereunder while Consultant is on
vacation or suffering from an illness.
2. Compensation and Expenses. For the Services
provided by the Consultant, the Company (i) shall compensate the
Consultant by delivering to the Consultant, not later than March
31, 2001, fifty thousand (50,000) shares of the common stock of
the Company ("Common Stock") that is Freely Tradeable (as
hereinafter defined). "Freely Tradeable" means shares that may
be sold at any time by the Consultant free of any contractual or
other restriction on transfer and which have been appropriately
listed or registered for such sale on all securities markets on
any shares of the Common Stock are currently so listed or
registered; and (ii) will reimburse the Consultant for reasonable
out-of-pocket pre approved expenses incurred in connection with
the performance of the Services, provided, however, that
Consultant submits receipts or other expense records to the
Company in accordance with the Company's general reimbursement
policy then in effect.
3. Employee Benefit Plans. Because Consultant is a
consultant to and not an employee of the Company, Consultant
shall not be entitled to participate in any employee benefit
plans in effect for employees of the Company.
4. Successors and Assigns. This Agreement is binding
upon and inures to the benefit of the Company and its affiliates,
successors and assigns and is binding upon and inures to the
benefit of Consultant and his successors and assigns; provided
that in no event shall Consultant's obligations to perform the
Services be delegated or transferred by Consultant without the
prior written consent of the Company.
5. Term. This Agreement shall commence on the date
hereof and, unless sooner terminated in accordance with the
provisions of Section 6 hereof, shall expire on December 31,
2000.
6. Termination. Either the Company or Consultant may
terminate this Agreement for material breach upon at least thirty
(30) days prior written notice specifying the nature of the
breach, if such breach has not been substantially cured within
the thirty (30) day period.
7. Independent Contractor Relationship. Consultant
and the Company are independent contractors and nothing contained
in this Agreement shall be construed to place them in the
relationship of partners, principal and agent, employer/employee
or joint ventures. Neither party shall have the power or right
to bind or obligate the other party, nor shall it hold itself out
as having such authority.
8. Indemnification. Company shall indemnify and hold
harmless the Consultant from and against any and all losses,
damages, liabilities, reasonable attorney's fees, court costs and
expenses resulting or arising from any third-party claims,
/37/
actions, proceedings, investigations, or litigation relating to
or arising from or in connection with this Agreement, or any act
or omission by Company.
9. Notice. For the purpose of this Agreement,
notices and all other communications provided for herein shall be
in writing and shall be deemed to have been duly given (i) when
delivered, if personally delivered, (ii) when sent by facsimile
transmission, when receipt therefor has been duly received, or
(iii) when mailed by United States registered mail, return
receipt requested, postage prepaid, or by recognized overnight
courier, addressed set forth in the preamble to this Agreement or
to such other address as any party may have furnished to the
other in any writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.
10. Miscellaneous. No provisions of this Agreement
may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by
authorized officers of each party. No waiver by either party
hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. The
validity, interpretation, construction and performance of this
Agreement shall be governed by the internal laws of the State of
New York. Any controversy arising under or in relation to this
Agreement shall be settled by binding arbitration in New York,
New York in accordance with the laws of the State of New York and
the rules of the American Arbitration Association.
11. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.
12. Severability. If in any jurisdiction, any
provision of this Agreement or its application to any party or
circumstance is restricted, prohibited or unenforceable, such
provision shall, as to such jurisdiction, be ineffective only to
the extent of such restriction, prohibition or unenforceability,
without invalidating the remaining provisions hereof and without
affecting the validity or enforceability of such provision in any
other jurisdiction or its application to other parties or
circumstances. In addition, if any one or more of the provisions
contained in this Agreement shall for any reason in any
jurisdiction be held to be excessively broad as to time,
duration, geographical scope, activity or subject, it shall be
construed, by limiting and reduction it, so as to be enforceable
to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.
/38/
IN WITNESS WHEREOF, this Consulting Agreement has been
executed by the Company and Consultant as of the date first
written above.
American IR Technologies, Inc.
By: /s/ Ron Ryan
------------
Name: Ron Ryan
Title: President
Consultant
By: /s/ Vaughn Inman
----------------
Name: Vaughn Inman
/39/
Exhibit 5.3
Thomas C. Cook and Associates, Ltd.
Attorneys and Counselors at Law
3110 South Valley View, Suite 106
Las Vegas, Nevada 89102
Thomas C. Cook, Esq. Telephone (702) 876-5941
Admitted to practice in Facsimile (702) 876-8865
Nevada and California
tcook@esquireonline.com
March 29, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
American IR Technologies, Inc.
Registration Statement on Form S-8
Gentlemen:
We have been requested by American IR Technologies, Inc., a
Nevada corporation (the "Company"), to furnish you with our
opinion as to the matters hereinafter set forth in connection
with the above-captioned registration statement (the
"Registration Statement") covering an aggregate of 552,520 Shares
(the "Shares") of the Company's common stock, par value $.001 per
Share offered on behalf of the Company in connection with the
Company's Consultant Agreements between American IR Technologies,
Inc. and Elsa Bugarini, Tore Dietrich, Christopher McNeill, Larry
Klesman, Ross Wilkinson, Betty Vancrey, Mitchell Nusbaum, Michael
Sund, and Vaughn Inman.
In connection with this opinion, we have examined the
Registration Statement, Annual Report, the Company's Articles of
Incorporation and By-laws, and such other documents as we have
deemed necessary to enable us to render the opinion hereinafter
expressed.
Based upon and subject to the foregoing, we are of the
opinion that the Shares, when issued in accordance with the
Plans, will be legally issued, fully paid and non-assessable.
We render no opinion as to the laws of any jurisdiction
other than the internal laws of the State of Nevada.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and to the reference to our name
under the caption "Legal Opinions" in the prospectus included in
the Registration Statement.
Sincerely,
/s/ Thomas C. Cook
- -----------------------------------
Thomas C. Cook and Associates, Ltd.
/40/
Exhibit 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement of American IR Technologies, Inc. on Form
S-8, of our report dated March 21, 2001, on our audit of the
financial statements of American IR Technologies, Inc. as of and
for the year ended December 31, 2000, which report is included in
the Annual Report on Form 10-KSB.
\s\ Stark Tinter & Associates, LLC
- ----------------------------------
March 29, 2001
Denver, Colorado
/41/