AGENTS SHALL NOT BE ENTITLED TO THE FRINGE BENEFITS
PROVIDED BY THE COMPANY TO ITS EMPLOYEES.
ARTICLE 2
CONTRACTOR'S AGREEMENTS
2.1
EXPENSE STATEMENTS.
THE CONTRACTOR MAY
INCUR EXPENSES IN THE NAME OF THE COMPANY AS AGREED IN ADVANCE IN WRITING BY THE
COMPANY, PROVIDED THAT SUCH EXPENSES RELATE SOLELY TO THE CARRYING OUT OF THE
SERVICES.
THE CONTRACTOR WILL IMMEDIATELY FORWARD ALL INVOICES FOR EXPENSES
INCURRED ON BEHALF OF AND IN THE NAME OF THE COMPANY AND THE COMPANY AGREES TO
PAY SAID INVOICES DIRECTLY ON A TIMELY BASIS.
THE CONTRACTOR AGREES TO OBTAIN
APPROVAL FROM THE COMPANY IN WRITING FOR ANY INDIVIDUAL EXPENSE OF $1,500 OR
GREATER OR ANY AGGREGATE EXPENSE IN EXCESS OF $5,000 INCURRED IN ANY GIVEN MONTH
BY THE CONTRACTOR IN CONNECTION WITH THE CARRYING OUT OF THE SERVICES.
2.2
REGULATORY COMPLIANCE.
THE CONTRACTOR
AGREES TO COMPLY WITH ALL APPLICABLE SECURITIES LEGISLATION AND REGULATORY
POLICIES IN RELATION TO PROVIDING THE SERVICES, INCLUDING BUT NOT LIMITED TO
UNITED STATES SECURITIES LAWS (IN PARTICULAR, REGULATION FD) AND THE POLICIES OF
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
2.3
PROHIBITION AGAINST INSIDER TRADING.
THE CONTRACTOR HEREBY ACKNOWLEDGES THAT THE CONTRACTOR IS AWARE, AND FURTHER
AGREES
THAT THE CONTRACTOR WILL ADVISE THOSE OF ITS DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS WHO MAY HAVE ACCESS TO CONFIDENTIAL INFORMATION, THAT
UNITED STATES SECURITIES LAWS PROHIBIT ANY PERSON WHO HAS MATERIAL, NON-PUBLIC
INFORMATION ABOUT A COMPANY FROM
PURCHASING OR SELLING SECURITIES OF SUCH A
COMPANY OR FROM COMMUNICATING SUCH INFORMATION TO ANY OTHER PERSON UNDER
CIRCUMSTANCES IN WHICH IT IS REASONABLY FORESEEABLE THAT SUCH PERSON IS LIKELY
TO PURCHASE OR SELL SUCH SECURITIES.
ARTICLE 3
COMPANY'S AGREEMENTS
3.1
COMPENSATION SHARES.
THE COMPENSATION
FOR AGREEING TO ENTER INTO THIS AGREEMENT AND PROVIDE THE SERVICES TO BE
RENDERED BY THE CONTRACTOR PURSUANT TO THIS AGREEMENT SHALL BE PAYABLE
IN 500,000 SHARES (LUMP SUM) OF THE COMPANY'S STOCK ISSUABLE IMMEDIATELY UPON
SIGNING (THE "COMPENSATION SHARES") FOR THE TERM AND $ 2,250 USD PER MONTH.
2
3.2
CLAWBACK OF UNPAID COMPENSATION
SHARES.
THE CONTRACTOR ACKNOWLEDGES AND AGREES THAT ANY ASSESSABLE COMPENSATION
SHARES WILL BE SUBJECT TO CANCELLATION IN THE EVENT THAT THIS AGREEMENT IS
TERMINATED FOR ANY REASON BY THE CONTRACTOR OR UNDER SECTION 4.2 HEREIN, BEFORE
SUCH COMPENSATION SHARES HAVE BEEN PAID FULLY FOR BY THE PROVISION OF SERVICES,
AND THAT THE COMPANY'S OBLIGATION TO ISSUE THE BALANCE OF THE COMPENSATION
SHARES WHICH HAVE NOT BEEN FULLY PAID FOR WILL TERMINATE IMMEDIATELY UPON EARLY
TERMINATION
OF THIS AGREEMENT.
IF THE AGREEMENT IS TERMINATED PRIOR TO THE END
OF THE TWO YEAR PERIOD, THE NUMBER OF COMPENSATION SHARES THAT THE CONTRACTOR IS
ENTITLED TO RECEIVE IN RESPECT OF SUCH PERIOD SHALL BE CALCULATED BY REFERENCE
TO THE FOLLOWING FORMULA:
500,000 X A
1095
where A = the number of days of the period up to and including the date of
termination.
For greater certainty no fractional Compensation Shares will be issued but the
Contractor will be entitled to receive one whole Compensation Share if, but for
this