As filed with the U.S. Securities and Exchange Commission October ____, 1996.
Commission File No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Internet Holdings, Inc.
(Exact name of registrant as specified in its charter)
Utah 13-3758042
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Consultants Shares Issued Pursuant To
Consulting Agreements Dated (1) June 25, 1995 and
(2) November 25, 1995
(Full title of Plan)
c/o Alcott Simpson & Co., 250 Park Avenue, Ste 1930 New York, NY 10177
(Address of Principal Executive Officers, including Zip Code)
Steven A. Sanders, P.C., 120 Broadway, New York, NY 10271
(Name and address of agent for service)
(212) 406-4700
(Telephone number, including area code, of agent of service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be registered to be Offering Price per Aggregate Offering Registration
Registered Share (1) Price Fee
<S> <C>
Common Stock
No Par Value 59,000 $2.00 $118,000 $ 41
</TABLE>
1
<PAGE>
(1) The registration fee is calculated in accordance with Rule 457(c) and
includes reoffers of such shares.
2
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
Not Applicable.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant is subject to the information requirements of
the Securities Exchange Act of 1934 ("Exchange Act")and, in accordance
therewith, files reports with the Securities and Exchange Commission (the
"Commission"). The documents listed below are hereby incorporated by reference
in this Registration Statement on Form S-8; and all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities then offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference in this Registration Statement on Form S-8, and shall be a part hereof
from the date of the filing of such documents.
(a) The Registrant's annual report on Form 10-KSB f/y/e
December 31, 1995.
(b) All other reports filed by the Registrant pursuant to
Section (13(a) or 15(d) of the Exchange Act since
December 31, 1995.
(c) The description of the Common Stock which is
contained in a Registration Statement on Form 10- SB
filed under the Exchange Act on September 28,1995.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
3
<PAGE>
The validity of the authorization and issuance of 59,000
shares of the Common Stock be passed upon by Steven A. Sanders, P.C., 50 Broad
Street, New York, NY 10004. 5,000 shares of Common Stock of the Registrant are
being registered herein for the benefit of Steven A. Sanders, P.C.
Item 6. Indemnification of Directors and Officers
The By-laws of the Registrant provide indemnification as set
forth below.
ss. 5.1. Indemnification of Directors. The corporation shall
indemnify any individual made a party to a proceeding because he or she is or
was a director of the corporation, against liability incurred in the proceeding,
but only if the corporation has authorized the payment in accordance
with ss.16-10a-906 of the Utah Revised Business Corporation Act and a
determination has been made in accordance with the procedures set forth in
suchss.16-10a-906 that the director met the standards of conduct in paragraph A,
B and C below.
A. Standard of Conduct.
The individual shall demonstrate that:
(1) he or she conducted himself or herself in
good faith; and
(2) he or she reasonably believed that his or
her conduct was in, or not opposed to, the
corporation's best interests;
(3) in the case of any criminal proceeding, he
or she had no reasonable cause to believe
his or her conduct was unlawful.
B. No Indemnification Permitted in Certain
Circumstances.
The Corporation shall not indemnify a director under this ss.
5.1 of Article V:
4
<PAGE>
(1) in connection with a proceeding by or in the
right or the corporation in which the
director was adjudged liable to the
corporation; or
(2) in connection with any other proceeding
charging improper personal benefit to him or
her, whether or not involving action in his
or her official basis that personal benefit
was improperly received by him or her.
C. Indemnification in Derivative Actions Limited.
Indemnification permitted under this ss. 5.1 of Article V in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
ss. 5.2. Advance Expenses for Directors. If a determination is
made,following the procedures ofss.16-10a-906 of the Utah Revised Business
Corporation Act that the director has met the following requirements; and if an
authorization of payment is made, following the procedures and standards set
forth in ss.16-10a-906, then unless otherwise provided in the articles of
incorporation, the company shall pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding if:
(1) The director furnishes the corporation a written
affirmation of his or her good faith belief that he
or she has met the standard of conduct described in
ss. 5.1 of this Article V.
(2) The director furnishes the corporation a written
undertaking, executed personally or on his or her
belief, to repay the advance if it is ultimately
determined that he did not meet the standard of
conduct (which undertaking must be in unlimited
general obligation of the director but need not be
secured and may be accepted without reference to
financial ability to make repayment); and
(3) A determination is made that the facts then know to
those making the determination would not
5
<PAGE>
preclude indemnification under ss. 5.1 of this
Article V or under the Utah Revised Business
Corporation Act.
ss. 5.3. Indemnification of Officers, Agents, and Employees
Who Are Not Directors. Unless otherwise provided in the articles of
incorporation, the board of directors may indemnify and advance expenses to any
officer, employee, or agent of the corporation, who is not a director of the
corporation, to any extent consistent with public policy, as determined by the
general or specific action of the board of directors.
Item 7. Exemption from Registration Claimed
The shares were issued for advisory services rendered and to
be rendered and exempt from registration under the Act, pursuant to Section 4(2)
thereunder, as a transaction by an issuer not involving a public offering.
Item 8. Exhibits
4.1 Articles of Incorporation (1)
4.2 Plan and Articles of Consolidation (1)
4.3 Amendment to the Articles of Incorporation (1)
4.4 Amendment to the Articles of Incorporation (1)
4.5 Amendment to the Articles of Incorporation (1)
4.6 Amendment to the Articles of Incorporation (1)
4.7 Amendment to the Articles of Incorporation
4.8 Steven A. Sanders, P.C. Consulting Agreement
4.9 Alan Sacks & Co. Consulting Agreement
4.10 Archives Computers Consulting Agreement
4.11 Hampton Hall Properties Consulting Agreement
6
<PAGE>
4.12 The Chief Management Services Consulting Agreement
4.13 Stewardson Associates Consulting Agreement
4.14 Thomas J. Kennedy Consulting Agreement
4.15 Barlow Lyde & Gilbert Consulting Agreement
5 Opinion of the Law Office of Steven A. Sanders, P.C.
23.1 Consent of the Law Offices of Steven A. Sanders, P.C.
(included in Exhibit 5)
23.2 Consent of Callaghan Nawrocki, independent accountants.
- ---------------------
(1) Previously filed with the Commission as an Exhibit to the Registrant's
Registration Statement on Form 10-SB as amended, File No. 0-26886 which
was originally filed with the Commission September 28, 1995.
Item 9. Undertakings
(1) The undersigned Registrant hereby undertakes 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) The undersigned Registrant hereby undertakes 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 at that time shall be deemed to be the initial bona
fide offering thereof.
(3) The undersigned Registrant hereby undertakes 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.
7
<PAGE>
(4) The undersigned Registrant hereby undertakes that for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement related to the securities offered therein, and the
offering of such securities at such time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised 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 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 Act and will
be governed by the final adjudication of such issue.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, Registrant
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 New York, this 29 day of August, 1996.
INTERNET HOLDINGS, INC.
(Registrant)
By:_______________________________
Chairman
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.
_______________________ Date: August 29, 1996
, Director
_______________________ Date: August 29, 1996
, Director
_______________________ Date: August 29, 1996
,Director
9
EXHIBIT 4.7
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
CHINA BIOMEDICAL GROUP, INC.
Pursuant to the provision of Section 16-10a-1006 of the Utah Revised
Business Corporation Act, China Biomedical Group, Inc. hereby adopts the
following amendments to its Articles of Incorporation.
AMENDMENT
Effective June 30, 1996, Article I of the Company's Article of
Incorporation is amended to read as follows:
Article I - Corporate Name. The name of the Corporation is INTERNET
HOLDINGS, Inc.
ADOPTION OF AMENDMENT
The above amendment to the Articles of Incorporation of China
Biomedical Group, Inc., was duly adopted by the shareholders of the corporation
on June 15, 1996 pursuant to the requirements of the Utah Revised Business
Corporation Act, as follows:
Voting Number of Undisputed No. of Votes
Group Shares Votes Represented
Designation Outstanding Allowed by written consent
Common Stock 572,069 572,069 438,750
The shareholders voted pursuant to written consent as follows on such Amendment:
Voting Group Votes For Votes Against
Designation Amendment Amendment
Common Stock 438,750 0
The number of shares cast for the amendment by the sole voting group
was sufficient for approval of the amendment by the voting group.
<PAGE>
EFFECTIVE DATE OF THIS AMENDMENT
Pursuant to the provisions of Section 16-10a-123(2), this amendment
shall be effective at the beginning of business on June 30, 1996.
IN WITNESS WHEREOF, the undersigned president and secretary, having
been thereunto duly authorized, have executed the foregoing Articles of
Amendment for the corporation this 15th day of June, 1996.
By Richard O'Dell Poulden
Richard O'Dell Poulden, President
Attest:
Lewis M. Kise
Lewis M. Kise, Assistant Secretary
EXHIBIT 4.8
CONSULTING AGREEMENT
This agreement is effective as of November 25, 1995, by and between CHINA
BIOMEDICAL GROUP, INC., a Utah Corporation ( the "Company"), and Steven A.
Sanders PC, (the "Consultant").
The Company desires to retain the Consultant to provide advice and consultancy
on various legal matters thereby to improve the management systems and controls
of the Company and the Consultant agrees to such engagement upon the terms set
forth below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent contractor
and not as an employee, to provide advice to and consult with the Company's
management concerning the matters set out above.
b. Consultant acknowledges that he is not an officer, director, or
agent of the Company, that he is not and will not be responsible for any
management decisions on behalf of the Company and that he may not commit the
Company to any action. Any and all arrangements or agreements that Consultant
may negotiate for the Company will be subject to acceptance by the Company, to
be evidenced by execution by an authorized officer, or the Company. Consultant
represents that he does not have, through stock ownership or otherwise, the
power to control the Company nor to exercise any dominating influence over its
management.
c. The Consultant shall devote such of his time and effort to the
duties hereunder and shall use his best efforts to fulfill obligations
hereunder; however, the Company acknowledges that the Consultant is engaged in
other business activities and that such activities will continue during the term
of this Agreement.
2. TERM
This Agreement shall continue for a term of eight months from the
effective date hereof. Consultant's employment hereunder may be terminated
during the term of this Agreement under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity due
to physical or mental illness, Consultant shall have been unable to perform
his duties hereunder on a full time basis for one full monthly, and within
10 days after written notice of termination is given shall not have returned
to the performance of his duties hereunder, the Company may terminate
Consultant's employment hereunder.
b. Termination with Notice: After an initial non-cancellation period of
30 days from the date of "Effective Registration", referred to in Clause 4, the
<PAGE>
Company or the Consultant may terminate this Agreement at any time upon 30 days
notice, provide that the Consultant agrees to return to the Company a pro rata
portion of the compensation issued to him under paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company shall
grant to the Consultant up to 5,000 common shares of the Company (the "Shares"),
based on performance on specific projects as assigned by the Company and agreed
to by the Consultant. The Shares shall be issued to the Consultant from time to
time and by mutual agreement that specific goals and objectives have been
satisfactorily met by the Consultant.
b. The execution of this Stock Option Agreement in the form hereof has
been duly authorized by a resolution of the Board of Directors of the Company,
adopted on November 25, 1995, and incorporated herein.
c. The Company agrees to cause certificates for the shares issued
hereunder to be delivered to the Consultant. Certificates are to be registered
under a Form S8 registration statement, as expressed in paragraph 4 hereunder .
4. REGISTRATION
Upon signing this agreement, the shares shall be immediately registered
on Form S8. Such registration to be duly filed ("Effective Registration") within
10 days of the date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agrees that he is an independent contractor
and not as employee of the Company. As such, Consultant acknowledges that he is
responsible for all self-employment and other tax payable to any federal, state
or local authority and any other obligation or liabilities arising from his
engagement and compensation hereunder, including any liabilities which might
arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act")
due to Consultant receipt of the Shares pursuant to this Agreement. The
Consultant is also responsible for making or amending any filings required under
Section 13 or 16 of the 1934 Act.
The undersigned hereby acknowledges receipt of an executed original of
this Consulting Agreement and accepts the terms and conditions hereof.
<PAGE>
By: /s/ Illegible Date:
----------------------------------
Chairman
----------------------------------
Title
By:
-----------------------------------
Consultant
-----------------------------------
EXHIBIT 4.9
CONSULTING AGREEMENT
This agreement is effective as of November 25, 1995, by and between CHINA
BIOMEDICAL GROUP, INC., a Utah Corporation ( the "Company"), and Sacks & Co.,
(the "Consultant").
The Company desires to retain the Consultant to provide advice and consultancy
on the installation of accounting systems and financial controls thereby to
improve the management systems and controls of the Company and the Consultant
agrees to such engagement upon the terms set forth below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent contractor
and not as an employee, to provide advice to and consult with the Company's
management concerning the matters set out above.
b. Consultant acknowledges that he is not an officer, director, or
agent of the Company, that he is not and will not be responsible for any
management decisions on behalf of the Company and that he may not commit the
Company to any action. Any and all arrangements or agreements that Consultant
may negotiate for the Company will be subject to acceptance by the Company, to
be evidenced by execution by an authorized officer, or the Company. Consultant
represents that he does not have, through stock ownership or otherwise, the
power to control the Company nor to exercise any dominating influence over its
management.
c. The Consultant shall devote such of his time and effort to the
duties hereunder and shall use his best efforts to fulfill obligations
hereunder; however, the Company acknowledges that the Consultant is engaged in
other business activities and that such activities will continue during the term
of this Agreement.
2. TERM
This Agreement shall continue for a term of seven months from the
effective date hereof. Consultant's employment hereunder may be terminated
during the term of this Agreement under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity due
to physical or mental illness, Consultant shall have been unable to perform
his duties hereunder on a full time basis for one full monthly, and within
10 days after written notice of termination is given shall not have returned
to the performance of his duties hereunder, the Company may terminate
Consultant's employment hereunder.
<PAGE>
b. Termination with Notice: After an initial non-cancellation period of
30 days from the date of "Effective Registration", referred to in Clause 4, the
Company or the Consultant may terminate this Agreement at any time upon 30 days
notice, provide that the Consultant agrees to return to the Company a pro rata
portion of the compensation issued to him under paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company shall
grant to the Consultant up to 3,000 common shares of the Company (the "Shares"),
based on performance on specific projects as assigned by the Company and agreed
to by the Consultant. The Shares shall be issued to the Consultant from time to
time and by mutual agreement that specific goals and objectives have been
satisfactorily met by the Consultant.
b. The execution of this Stock Option Agreement in the form hereof has
been duly authorized by a resolution of the Board of Directors of the Company,
adopted on November 25, 1995, and incorporated herein.
c. The Company agrees to cause certificates for the shares issued
hereunder to be delivered to the Consultant. Certificates are to be registered
under a Form S8 registration statement, as expressed in paragraph 4 hereunder .
4. REGISTRATION
Upon signing this agreement, the shares shall be immediately registered
on Form S8. Such registration to be duly filed ("Effective Registration") within
10 days of the date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agrees that he is an independent contractor
and not as employee of the Company. As such, Consultant acknowledges that he is
responsible for all self-employment and other tax payable to any federal, state
or local authority and any other obligation or liabilities arising from his
engagement and compensation hereunder, including any liabilities which might
arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act")
due to Consultant receipt of the Shares pursuant to this Agreement. The
Consultant is also responsible for making or amending any filings required under
Section 13 or 16 of the 1934 Act.
The undersigned hereby acknowledges receipt of an executed original of
this Consulting Agreement and accepts the terms and conditions hereof.
<PAGE>
By: /s/ Illegible Date:
------------------------------------
Chairman
------------------------------------
Title
By: /s/ Illegible
------------------------------------
Consultant
------------------------------------
<PAGE>
EXHIBIT 4.10
CONSULTING AGREEMENT
This agreement is effective as of June 25, 1995, by and between CHINA BIOMEDICAL
GROUP, INC., a Utah Corporation ( the "Company"), and Archives Computers, (the
"Consultant").
The Company desires to retain the Consultant to provide advice and consultancy
on the installation and acquisition of certain computers and software programs
in connection therewith to improve the management systems and controls of the
Company and the Consultant agrees to such engagement upon the terms set forth
below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent contractor
and not as an employee, to provide advice to and consult with the Company's
management concerning the matters set out above.
b. Consultant acknowledges that he is not an officer, director, or
agent of the Company, that he is not and will not be responsible for any
management decisions on behalf of the Company and that he may not commit the
Company to any action. Any and all arrangements or agreements that Consultant
may negotiate for the Company will be subject to acceptance by the Company, to
be evidenced by execution by an authorized officer, or the Company. Consultant
represents that he does not have, through stock ownership or otherwise, the
power to control the Company nor to exercise any dominating influence over its
management.
c. The Consultant shall devote such of his time and effort to the
duties hereunder and shall use his best efforts to fulfill obligations
hereunder; however, the Company acknowledges that the Consultant is engaged in
other business activities and that such activities will continue during the term
of this Agreement.
2. TERM
This Agreement shall continue for a term of one year from the effective
date hereof. Consultant's employment hereunder may be terminated during the term
of this Agreement under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity
due to physical or mental illness, Consultant shall have been unable to
perform his duties hereunder on a full time basis for one full monthly, and
within 10 days after written notice of termination is given shall not have
returned to the performance of his duties hereunder, the Company may terminate
Consultant's employment hereunder.
<PAGE>
b. Termination with Notice: After an initial non-cancellation period of
30 days from the date of "Effective Registration", referred to in Clause 4, the
Company or the Consultant may terminate this Agreement at any time upon 30 days
notice, provide that the Consultant agrees to return to the Company a pro rata
portion of the compensation issued to him under paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company shall
grant to the Consultant up to 5,000 common shares of the Company (the "Shares"),
based on performance on specific projects as assigned by the Company and agreed
to by the Consultant. The Shares shall be issued to the Consultant from time to
time and by mutual agreement that specific goals and objectives have been
satisfactorily not by the Consultant.
b. The execution of this Stock Option Agreement in the form hereof has
been duly authorized by a resolution of the Board of Directors of the Company,
adopted on June 25, 1995, and incorporated herein.
c. The Company agrees to cause certificates for the shares issued
hereunder to be delivered to the Consultant. Certificates are to be registered
under a Form S8 registration statement, as expressed in paragraph 4 hereunder.
4. REGISTRATION
Upon signing this agreement, the shares shall be immediately registered
on Form S8. Such registration to be duly filed ("Effective Registration") within
10 days of the date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agrees that he is an independent contractor
and not as employee of the Company. As such, Consultant acknowledges that he is
responsible for all self-employment and other tax payable to any federal, state
or local authority and any other obligation or liabilities arising from his
engagement and compensation hereunder, including any liabilities which might
arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act")
due to Consultant receipt of the Shares pursuant to this Agreement. The
Consultant is also responsible for making or amending any filings required under
Section 13 or 16 of the 1934 Act.
The undersigned hereby acknowledges receipt of an executed original of
this Consulting Agreement and accepts the terms and conditions hereof.
<PAGE>
By: /s/ Illegible Date: 10 July 1997
-------------------------------------
Chairman
-------------------------------------
Title
By: /s/ E. S. Harford
-----------------
Edward Scandrett Harford Consultant
------------------------
EXHIBIT 4.11
CONSULTING AGREEMENT
This agreement is effective as of June 25, 1995, by and between CHINA BIOMEDICAL
GROUP, INC., a Utah Corporation ( the "Company"), and Hampton Hall Properties,
(the "Consultant").
The Company desires to retain the Consultant to provide advice on possible joint
venture opportunities, acquisitions and legal requirements in connection
therewith as it relates to the ongoing business interests of the Company and the
Consultant agrees to such engagement upon the terms set forth below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent contractor
and not as an employee, to provide advice to and consult with the Company's
management concerning the matters set out above.
b. Consultant acknowledges that he is not an officer, director, or
agent of the Company, that he is not and will not be responsible for any
management decisions on behalf of the Company and that he may not commit the
Company to any action. Any and all arrangements or agreements that Consultant
may negotiate for the Company will be subject to acceptance by the Company, to
be evidenced by execution by an authorized officer, or the Company. Consultant
represents that he does not have, through stock ownership or otherwise, the
power to control the Company nor to exercise any dominating influence over its
management.
c. The Consultant shall devote such of his time and effort to the
duties hereunder and shall use his best efforts to fulfill obligations
hereunder; however, the Company acknowledges that the Consultant is engaged in
other business activities and that such activities will continue during the term
of this Agreement.
2. TERM
This Agreement shall continue for a term of one year from the effective
date hereof. Consultant's employment hereunder may be terminated during the term
of this Agreement under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity
due to physical or mental illness, Consultant shall have been unable to
perform his duties hereunder on a full time basis for one full monthly, and
within 10 days after written notice of termination is given shall not have
returned to the performance of his duties hereunder, the Company may terminate
Consultant's employment hereunder.
<PAGE>
b. Termination with Notice: After an initial non-cancellation period of
30 days from the date of "Effective Registration", referred to in Clause 4, the
Company or the Consultant may terminate this Agreement at any time upon 30 days
notice, provide that the Consultant agrees to return to the Company a pro rata
portion of the compensation issued to him under paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company shall
grant to the Consultant up to 13,000 common shares of the Company (the
"Shares"), based on performance on specific projects as assigned by the Company
and agreed to by the Consultant. The Shares shall be issued to the Consultant
from time to time and by mutual agreement that specific goals and objectives
have been satisfactorily not by the Consultant.
b. The execution of this Stock Option Agreement in the form hereof has
been duly authorized by a resolution of the Board of Directors of the Company,
adopted on June 25, 1995, and incorporated herein.
c. The Company agrees to cause certificates for the shares issued
hereunder to be delivered to the Consultant. Certificates are to be registered
under a Form S8 registration statement, as expressed in paragraph 4 hereunder.
4. REGISTRATION
Upon signing this agreement, the shares shall be immediately registered
on Form S8. Such registration to be duly filed ("Effective Registration") within
10 days of the date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agrees that he is an independent contractor
and not as employee of the Company. As such, Consultant acknowledges that he is
responsible for all self-employment and other tax payable to any federal, state
or local authority and any other obligation or liabilities arising from his
engagement and compensation hereunder, including any liabilities which might
arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act")
due to Consultant receipt of the Shares pursuant to this Agreement. The
Consultant is also responsible for making or amending any filings required under
Section 13 or 16 of the 1934 Act.
The undersigned hereby acknowledges receipt of an executed original of
this Consulting Agreement and accepts the terms and conditions hereof.
<PAGE>
By: /s/ Illegible Date:
-------------------------------
Chairman
--------------------------------
Title
By: /s/ Jimmy Stewardson
--------------------
J.B. STEWARDSON Consultant
EXHIBIT 4.12
CONSULTING AGREEMENT
This agreement is effective as of June 25, 1995, by and between CHINA BIOMEDICAL
GROUP, INC., a Utah Corporation ( the "Company"), and The Chief Management
Services (the "Consultant").
The Company desires to retain the Consultant to provide book keeping,
secretarial and accounting services thereby to improve the management systems
and controls of the Company and the Consultant agrees to such engagement upon
the terms set forth below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent contractor
and not as an employee, to provide advice to and consult with the Company's
management concerning the matters set out above.
b. Consultant acknowledges that he is not an officer, director, or
agent of the Company, that he is not and will not be responsible for any
management decisions on behalf of the Company and that he may not commit the
Company to any action. Any and all arrangements or agreements that Consultant
may negotiate for the Company will be subject to acceptance by the Company, to
be evidenced by execution by an authorized officer, or the Company. Consultant
represents that he does not have, through stock ownership or otherwise, the
power to control the Company nor to exercise any dominating influence over its
management.
c. The Consultant shall devote such of his time and effort to the
duties hereunder and shall use his best efforts to fulfill obligations
hereunder; however, the Company acknowledges that the Consultant is engaged in
other business activities and that such activities will continue during the term
of this Agreement.
2. TERM
This Agreement shall continue for a term of one year from the effective
date hereof. Consultant's employment hereunder may be terminated during the term
of this Agreement under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity
due to physical or mental illness, Consultant shall have been unable to
perform his duties hereunder on a full time basis for one full monthly, and
within 10 days after written notice of termination is given shall not have
returned to the performance of his duties hereunder, the Company may terminate
Consultant's employment hereunder.
b. Termination with Notice: After an initial non-cancellation period of
30 days from the date of "Effective Registration", referred to in Clause 4, the
<PAGE>
Company or the Consultant may terminate this Agreement at any time upon 30 days
notice, provide that the Consultant agrees to return to the Company a pro rata
portion of the compensation issued to him under paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company shall
grant to the Consultant up to 9,000 common shares of the Company (the "Shares"),
based on performance on specific projects as assigned by the Company and agreed
to by the Consultant. The Shares shall be issued to the Consultant from time to
time and by mutual agreement that specific goals and objectives have been
satisfactorily not by the Consultant.
b. The execution of this Stock Option Agreement in the form hereof has
been duly authorized by a resolution of the Board of Directors of the Company,
adopted on June 25, 1995, and incorporated herein.
c. The Company agrees to cause certificates for the shares issued
hereunder to be delivered to the Consultant. Certificates are to be registered
under a Form S8 registration statement, as expressed in paragraph 4 hereunder.
4. REGISTRATION
Upon signing this agreement, the shares shall be immediately registered
on Form S8. Such registration to be duly filed ("Effective Registration") within
10 days of the date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agrees that he is an independent contractor
and not as employee of the Company. As such, Consultant acknowledges that he is
responsible for all self-employment and other tax payable to any federal, state
or local authority and any other obligation or liabilities arising from his
engagement and compensation hereunder, including any liabilities which might
arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act")
due to Consultant receipt of the Shares pursuant to this Agreement. The
Consultant is also responsible for making or amending any filings required under
Section 13 or 16 of the 1934 Act.
The undersigned hereby acknowledges receipt of an executed original of
this Consulting Agreement and accepts the terms and conditions hereof.
<PAGE>
By: /s/ Illegible Date:
--------------------------
Chairman
--------------------------
Title
For and on behalf of The Chief Management Services
By:
-------------------------------------
/s/ Illegible Consultant
----------------------------
10.7.1996
EXHIBIT 4.13
CONSULTING AGREEMENT
This agreement is effective as of June 25, 1995, by and between CHINA BIOMEDICAL
GROUP, INC., a Utah Corporation ( the "Company"), and Stewardson Associates,
(the "Consultant").
The Company desires to retain the Consultant to provide advice on possible joint
venture opportunities, acquisitions and legal requirements in connection
therewith as it relates to the ongoing business interests of the Company and the
Consultant agrees to such engagement upon the terms set forth below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent contractor
and not as an employee, to provide advice to and consult with the Company's
management concerning the matters set out above.
b. Consultant acknowledges that he is not an officer, director, or
agent of the Company, that he is not and will not be responsible for any
management decisions on behalf of the Company and that he may not commit the
Company to any action. Any and all arrangements or agreements that Consultant
may negotiate for the Company will be subject to acceptance by the Company, to
be evidenced by execution by an authorized officer, or the Company. Consultant
represents that he does not have, through stock ownership or otherwise, the
power to control the Company nor to exercise any dominating influence over its
management.
c. The Consultant shall devote such of his time and effort to the
duties hereunder and shall use his best efforts to fulfill obligations
hereunder; however, the Company acknowledges that the Consultant is engaged in
other business activities and that such activities will continue during the term
of this Agreement.
2. TERM
This Agreement shall continue for a term of one year from the effective
date hereof. Consultant's employment hereunder may be terminated during the term
of this Agreement under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity
due to physical or mental illness, Consultant shall have been unable to
perform his duties hereunder on a full time basis for one full monthly, and
within 10 days after written notice of termination is given shall not have
returned to the performance of his duties hereunder, the Company may terminate
Consultant's employment hereunder.
<PAGE>
b. Termination with Notice: After an initial non-cancellation period of
30 days from the date of "Effective Registration", referred to in Clause 4, the
Company or the Consultant may terminate this Agreement at any time upon 30 days
notice, provide that the Consultant agrees to return to the Company a pro rata
portion of the compensation issued to him under paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company shall
grant to the Consultant up to 4,000 common shares of the Company (the "Shares"),
based on performance on specific projects as assigned by the Company and agreed
to by the Consultant. The Shares shall be issued to the Consultant from time to
time and by mutual agreement that specific goals and objectives have been
satisfactorily not by the Consultant.
b. The execution of this Stock Option Agreement in the form hereof has
been duly authorized by a resolution of the Board of Directors of the Company,
adopted on June 25, 1995, and incorporated herein.
c. The Company agrees to cause certificates for the shares issued
hereunder to be delivered to the Consultant. Certificates are to be registered
under a Form S8 registration statement, as expressed in paragraph 4 hereunder.
4. REGISTRATION
Upon signing this agreement, the shares shall be immediately registered
on Form S8. Such registration to be duly filed ("Effective Registration") within
10 days of the date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agrees that he is an independent contractor
and not as employee of the Company. As such, Consultant acknowledges that he is
responsible for all self-employment and other tax payable to any federal, state
or local authority and any other obligation or liabilities arising from his
engagement and compensation hereunder, including any liabilities which might
arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act")
due to Consultant receipt of the Shares pursuant to this Agreement. The
Consultant is also responsible for making or amending any filings required under
Section 13 or 16 of the 1934 Act.
The undersigned hereby acknowledges receipt of an executed original of
this Consulting Agreement and accepts the terms and conditions hereof.
<PAGE>
By: /s/ Illegible Date:
--------------------------------
Chairman
--------------------------------
Title
By:
-------------------------------
Consultant
-------------------------------
EXHIBIT 4.14
CONSULTING AGREEMENT
This agreement is effective as of June 25, 1995, by and between CHINA BIOMEDICAL
GROUP, INC., a Utah Corporation ( the "Company"), and Thomas Kennedy, (the
"Consultant").
The Company desires to retain the Consultant to provide general management
consultancy advice including but not limited to advice on possible joint venture
opportunities, acquisitions and legal requirements in connection therewith as it
relates to the ongoing business interests of the Company and the Consultant
agrees to such engagement upon the terms set forth below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent contractor
and not as an employee, to provide advice to and consult with the Company's
management concerning the matters set out above.
b. Consultant acknowledges that he is not an officer, director, or
agent of the Company, that he is not and will not be responsible for any
management decisions on behalf of the Company and that he may not commit the
Company to any action. Any and all arrangements or agreements that Consultant
may negotiate for the Company will be subject to acceptance by the Company, to
be evidenced by execution by an authorized officer, or the Company. Consultant
represents that he does not have, through stock ownership or otherwise, the
power to control the Company nor to exercise any dominating influence over its
management.
c. The Consultant shall devote such of his time and effort to the
duties hereunder and shall use his best efforts to fulfill obligations
hereunder; however, the Company acknowledges that the Consultant is engaged in
other business activities and that such activities will continue during the term
of this Agreement.
2. TERM
This Agreement shall continue for a term of one year from the effective
date hereof. Consultant's employment hereunder may be terminated during the term
of this Agreement under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity
due to physical or mental illness, Consultant shall have been unable to
perform his duties hereunder on a full time basis for one full monthly, and
within 10 days after written notice of termination is given shall not have
returned to the performance of his duties hereunder, the Company may terminate
Consultant's employment hereunder.
<PAGE>
b. Termination with Notice: After an initial non-cancellation period of
30 days from the date of "Effective Registration", referred to in Clause 4, the
Company or the Consultant may terminate this Agreement at any time upon 30 days
notice, provide that the Consultant agrees to return to the Company a pro rata
portion of the compensation issued to him under paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company shall
grant to the Consultant up to 11,000 common shares of the Company (the
"Shares"), based on performance on specific projects as assigned by the Company
and agreed to by the Consultant. The Shares shall be issued to the Consultant
from time to time and by mutual agreement that specific goals and objectives
have been satisfactorily not by the Consultant.
b. The execution of this Stock Option Agreement in the form hereof has
been duly authorized by a resolution of the Board of Directors of the Company,
adopted on June 25, 1995, and incorporated herein.
c. The Company agrees to cause certificates for the shares issued
hereunder to be delivered to the Consultant. Certificates are to be registered
under a Form S8 registration statement, as expressed in paragraph 4 hereunder.
4. REGISTRATION
Upon signing this agreement, the shares shall be immediately registered
on Form S8. Such registration to be duly filed ("Effective Registration") within
10 days of the date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agrees that he is an independent contractor
and not as employee of the Company. As such, Consultant acknowledges that he is
responsible for all self-employment and other tax payable to any federal, state
or local authority and any other obligation or liabilities arising from his
engagement and compensation hereunder, including any liabilities which might
arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act")
due to Consultant receipt of the Shares pursuant to this Agreement. The
Consultant is also responsible for making or amending any filings required under
Section 13 or 16 of the 1934 Act.
The undersigned hereby acknowledges receipt of an executed original of
this Consulting Agreement and accepts the terms and conditions hereof.
<PAGE>
By: /s/ Illegible Date:
---------------------------------------------
Chairman
---------------------------------------------
Title
By: /s/ Illegible Kennedy
-----------------------------------
Thomas J. Kennedy Consultant
EXHIBIT 4.15
CONSULTING AGREEMENT
This agreement is effective as of November 25, 1995, by and between CHINA
BIOMEDICAL GROUP, INC., a Utah Corporation ( the "Company"), and Barlow, Lyde &
Gilbert, (the "Consultant").
The Company desires to retain the Consultant to provide advice and consultancy
on various legal matters thereby to improve the legal structure, management
systems and controls of the Company and the Consultant agrees to such engagement
upon the terms set forth below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent contractor
and not as an employee, to provide advice to and consult with the Company's
management concerning the matters set out above.
b. Consultant acknowledges that he is not an officer, director, or
agent of the Company, that he is not and will not be responsible for any
management decisions on behalf of the Company and that he may not commit the
Company to any action. Any and all arrangements or agreements that Consultant
may negotiate for the Company will be subject to acceptance by the Company, to
be evidenced by execution by an authorized officer, or the Company. Consultant
represents that he does not have, through stock ownership or otherwise, the
power to control the Company nor to exercise any dominating influence over its
management.
c. The Consultant shall devote such of his time and effort to the
duties hereunder and shall use his best efforts to fulfill obligations
hereunder; however, the Company acknowledges that the Consultant is engaged in
other business activities and that such activities will continue during the term
of this Agreement.
2. TERM
This Agreement shall continue for a term of twelve months from the
effective date hereof. Consultant's employment hereunder may be terminated
during the term of this Agreement under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity
due to physical or mental illness, Consultant shall have been unable to
perform his duties hereunder on a full time basis for one full monthly, and
within 10 days after written notice of termination is given shall not have
returned to the performance of his duties hereunder, the Company may terminate
Consultant's employment hereunder.
<PAGE>
b. Termination with Notice: After an initial non-cancellation period of
30 days from the date of "Effective Registration", referred to in Clause 4, the
Company or the Consultant may terminate this Agreement at any time upon 30 days
notice, provide that the Consultant agrees to return to the Company a pro rata
portion of the compensation issued to him under paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company shall
grant to the Consultant up to 9,000 common shares of the Company (the "Shares"),
based on performance on specific projects as assigned by the Company and agreed
to by the Consultant. The Shares shall be issued to the Consultant from time to
time and by mutual agreement that specific goals and objectives have been
satisfactorily met by the Consultant.
b. The execution of this Stock Option Agreement in the form hereof has
been duly authorized by a resolution of the Board of Directors of the Company,
adopted on November 25, 1995, and incorporated herein.
c. The Company agrees to cause certificates for the shares issued
hereunder to be delivered to the Consultant. Certificates are to be registered
under a Form S8 registration statement, as expressed in paragraph 4 hereunder.
4. REGISTRATION
Upon signing this agreement, the shares shall be immediately registered
on Form S8. Such registration to be duly filed ("Effective Registration") within
10 days of the date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agrees that he is an independent contractor
and not as employee of the Company. As such, Consultant acknowledges that he is
responsible for all self-employment and other tax payable to any federal, state
or local authority and any other obligation or liabilities arising from his
engagement and compensation hereunder, including any liabilities which might
arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act")
due to Consultant receipt of the Shares pursuant to this Agreement. The
Consultant is also responsible for making or amending any filings required under
Section 13 or 16 of the 1934 Act.
<PAGE>
The undersigned hereby acknowledges receipt of an executed original of
this Consulting Agreement and accepts the terms and conditions hereof.
By: /s/ Illegible Date: 25/NOV/95
----------------------------------------
Chairman
----------------------------------------
Title
By: /s/ Illegible
----------------------------
Illegible Consultant
-----------------------------
EXHIBIT 5
[STEVEN A. SANDERS, P.C. LETTERHEAD]
October 6 , 1996
Internet Holdings, Inc.
c/o Alcott Simpson & Co.
250 Park Avenue, Suite 1930
New York, New York 10177
Gentlemen:
We have reviewed a Registration Statement of Form S-8 (the
"Registration Statement") dated August 29, 1996, to be filed with the Securities
and Exchange Commission, relating to 59,000 shares of common stock, no par value
per share (the "Shares") of Internet Holdings, Inc. (the "Company"), which have
been issued pursuant to consulting agreements entered into by the Company on
July 25, 1995 and described in the Registration Statement (the "Agreements").
We have examined the Certificate of Incorporation, as amended, and the
By-laws of the Company and all amendments therefore, the Registration Statement
and originals, or copies certified to our satisfaction, of such records of
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, documents and such other documents
and instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
In examination of the foregoing documents, we have assumed the
genuiness of all signatures and the authenticity of all documents submitted to
us originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized for issuance under the Agreements
and the Shares, when issued against payment therefore in accordance with the
terms of the Agreements will be legally issued, fully paid and non-assessable.
<PAGE>
Internet Holdings, Inc.
October 6 , 1996
Page 2
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
In giving such consent, we do not thereby admit that we are included
within the category of person whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules of regulations promulgated
thereunder.
Very truly yours,
Law Office of
Steven A. Sanders, P.C.
By: /s/ James Eisberg
-----------------
James Eisberg
JE:kaw
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To Internet Holdings, Inc:
We hereby consent to the incorporation in this registration statement on Form
S-8 of our report dated March 18, 1996 accompanying the financial statements of
Internet Holdings, Inc. (formerly China Biomedical Group, Inc.) a Utah
corporation.
/s/ Callaghan Nawrocki
----------------------
CALLAGHAN NAWROCKI, PC
Melville, New York
August 6, 1996
