<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SEAFOODS PLUS, LTD.
----------------------
(Exact Name of Registrant as Specified in its Charter)
UTAH 87-0413539
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
--------------------
(Address of Principal Executive Offices)
(801) 262-8844
--------------
(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 1
---------------------------------------
(Full Title of the Plan)
Kathleen L. Morrison
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
---------------------
(Name and Address of Agent for Service)
(801) 262-8444
--------------
(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
- -----------------------------------------------------------------------------
$0.001 par
value common
voting stock 66,068 $0.15 $10,450 $3.15
- -----------------------------------------------------------------------------
1 Calculated according to Rule 230.457(h) of the Securities
and Exchange Commission, based upon the exercise price of the
options covering the underlying common stock to be
issued under the Plan.
PART II
Information Required in the Registration Statement
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's Annual Report on Form 10-KSB for the calendar
year ended December 31, 1997;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") for
the past twelve months;
(c) Not applicable.
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 offered have
been sold or which deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
- -----------------------------------
The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
- -----------------------------------------------
Leonard W. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns 1,000 shares of common stock of the Registrant
and is not deemed to be an affiliate of the Registrant or a person associated
with an affiliate of the Registrant; however, Mr. Burningham is to receive
63,068 of the shares of the Registrant's common stock being registered hereby.
See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
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Section 16-10a-902(1) of the Utah Revised Business Corporation Act
authorizes a Utah corporation to indemnify any director against liability
incurred in any proceeding if he or she acted in good faith and in a manner he
or she 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 or her conduct was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from indemnifying
a director in a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in a proceeding in which
the director was adjudged liable on the basis that he or she improperly
received a personal benefit. Otherwise, Section 16-10a-902(5) allows
indemnification for reasonable expenses incurred in connection with a
proceeding by or in the right of a corporation.
Unless limited by the Articles of Incorporation, Section 16-10a-905
authorizes a director to apply for indemnification to the court conducting the
proceeding or another court of competent jurisdiction. Section 16-10a-907(1)
extends this right to officers of a corporation as well.
Unless limited by the Articles of Incorporation, Section 16-10a-903
requires that a corporation indemnify a director who was successful, on the
merits or otherwise, in defending any proceeding to which he or she was a
party against reasonable expenses incurred in connection therewith. Section
16-10a-907(1) extends this protection to officers of a corporation as well.
Pursuant to Section 16-10a-904(1), the corporation may advance a
director's expenses incurred in defending any proceeding upon receipt of an
undertaking and a written affirmation of his or her good faith belief that he
or she has met the standard of conduct specified in Section 16-10a-902.
Unless limited by the Articles of Incorporation, Section 16-10a-907(2) extends
this protection to officers, employees, fiduciaries and agents of a
corporation as well.
Regardless of whether a director, officer, employee, fiduciary or
agent has the right to indemnity under the Utah Revised Business Corporation
Act, Section 16-10a-908 allows the corporation to purchase and maintain
insurance on his or her behalf against liability resulting from his or her
corporate role.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None; not applicable.
Item 8. Exhibits.
- ------------------
Exhibit
Number
- ------
5 Opinion regarding Legality
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of Mantyla, McReynolds & Associates
Certified Public Accountants
99 Consultant Compensation Agreement No. 1
Item 9. Undertakings.
- ----------------------
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any additional or changed 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;
provided, however, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 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,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive 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 of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, the 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, on the date or dates appearing opposite the respective signatures
hereto.
REGISTRANT:
By: /s/ Kathleen L. Morrison
President and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute a majority
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.
Date: 6/3/98 By: /s/ Kathleen L. Morrison
President and Director
Date: 6/3/98 By: /s/ Terry Hardman
Secretary/Treasurer and Director
<PAGE>
Securities and Exchange Commission File No. 0-21853
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SEAFOODS PLUS, LTD.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
5 Opinion regarding Legality
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of Mantyla, McReynolds & Associates
Certified Public Accountants
99 Consultant Compensation Agreement No. 1
<PAGE>
(Letterhead of Leonard W. Burningham, Esq.)
June 5, 1998
Seafoods Plus, Ltd.
5525 South 900 East, #110
Salt Lake City, Utah 84117
Re: Opinion concerning the legality of the securities to
be issued pursuant to the Registration Statement on
Form S-8 to be filed by Seafoods Plus, Ltd., a Utah
corporation
Board of Directors:
As counsel for Seafoods Plus, Ltd., a Utah corporation (the
"Company"), and in connection with the issuance of 66,068 shares of the
Company's $0.001 par value common stock (the "Securities") to Leonard W.
Burningham, Esq., Kathleen L. Morrison, Jason Osborn and Terry Hardman (the
"Consultants") pursuant to a written compensation agreement, a copy of which
is incorporated herein by reference (the "Consultants Compensation Agreement
No. 1" [the "Plan"]), I have been asked to render an opinion as to the
legality of these Securities, which are to be covered by a Registration
Statement to be filed by the Company on Form S-8 of the Securities and
Exchange Commission (the "Commission"), and as to which this opinion is to be
filed as an exhibit.
As you are aware, a portion of the shares to be issued pursuant to
the S-8 Registration Statement are to be issued to me for services rendered to
the Company.
As you are also aware, no services to be performed and billed to
you which are in any way related to a "capital raising" transaction may be
paid by the issuance of Securities pursuant to the Plan.
In connection with rendering my opinion, which is set forth
below, I have reviewed and examined originals or copies of the following
documents, to-wit:
1. Articles of Incorporation and all amendments thereto;
2. By-laws;
3. Annual Report on Form 10-KSB for the year ended December
31, 1997;
4. Quarterly Reports on Form 10-QSB for the past twelve
months;
5. A copy of the Plan; and
6. The Unanimous Consent of the Board of Directors adopting
the Plan, designating the name of the Plan and the name, address and telephone
number of the Plan's Agent.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the
items relied upon in rendering this opinion and the documents I have examined
with one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that the recipients of these
Securities under the Plan will have paid the consideration required under the
terms of the Plan prior to the issuance of the Securities, and that none of
the services performed by the recipients shall be related to "capital raising"
transactions.
Based upon the foregoing and in reliance thereon, it is my
opinion that, subject to the limitations set forth in the Plan, the Securities
to be issued pursuant to the Plan will, upon their issuance and delivery, and
after receipt of full payment therefor, be deemed duly and validly authorized,
legally issued and fully paid and non-assessable. This opinion is expressly
limited in scope to the Securities described herein and which are to be
expressly covered by the above referenced Registration Statement and does not
cover any subsequent issuances of any securities to be made in the future
pursuant to any other plans, if any, pertaining to services performed in the
future. Any such transactions are required to be included in a new
Registration Statement or a post-effective amendment to the above referenced
Registration Statement, which will be required to include a revised or a new
opinion concerning the legality of the Securities to be issued.
Further, this opinion is limited to the corporate laws of the
State of Utah and the securities laws, rules and regulations of the United
States, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion with the Commission as
an exhibit to the above referenced Registration Statement; however, this
opinion is not to be used, circulated, quoted or otherwise referred to for any
other purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts
as of the date hereof, and I assume no duty to communicate with you with
respect to any matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Leonard W. Burningham
LWB/sr
cc: Seafoods Plus, Ltd.
June 5, 1998
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Seafoods Plus, Ltd., a Utah corporation (the
"Registrant"), SEC File No. 0-21853, to be filed on or
about June 3, 1998 , covering the registration and
issuance of 66,068 shares of common stock to four
individual Consultants
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement, and to have my opinion appended as an exhibit thereto.
Sincerely yours,
/s/ Leonard W. Burningham
cc: Seafoods Plus, Ltd.
(Letterhead of Mantyla, McReynolds & Associates)
June 5, 1998
Seafoods Plus, Ltd.
5525 South 900 East, #110
Salt Lake City, Utah 84117
Re: Consent to be named in the S-8 Registration Statement
of United States Mining & Exploration, Inc., a Utah
corporation (the "Registrant"), SEC File No. 0-21853,
to be filed on or about June 3, 1998, covering the
registration and issuance of 66,068 shares of common
stock to four individual consultants
Gentlemen:
We hereby consent to the use of our report for the years ended
December 31, 1997 and 1996, dated February 27, 1998, in the above referenced
Registration Statement. We also consent to the use of our name as experts in
such Registration Statement.
Mantyla, McReynolds & Associates
Certified Public Accountants
cc: Seafoods Plus, Ltd.
CONSULTANTS COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
3rd day of June, 1998, among Seafoods Plus, Ltd., a Utah corporation
("Seafoods"), and Leonard W. Burningham, Esq., Kathleen L. Morrison, Jason
Osborn and Terry Hardman, who have executed and delivered this Plan by the
execution and delivery of the Counterpart Signature Pages which are designated
as Exhibits "A," "B," "C" and "D" hereof (the "Consultants").
WHEREAS, the Board of Directors of Seafoods has adopted a written
compensation agreement for compensation of four individual Consultants who are
natural persons; and
WHEREAS, Seafoods has engaged the Consultants to provide services
at the request of and subject to the satisfaction of its management; and
WHEREAS, the Consultants have provided services at the request and
subject to the approval of the management of Seafoods; and
WHEREAS, a general description of the nature of the services
performed by the Consultants and the maximum value of such services under this
Plan are listed in the Counterpart Signature Pages; and
WHEREAS, Seafoods and the Consultants intend that this Plan and
the services performed hereunder shall be made, requested and performed in
such a manner that this Plan shall be a "written compensation agreement" as
defined in Rule 405 of the Securities and Exchange Commission ("Commission")
pursuant to which Seafoods may issue "freely tradeable" shares of its common
stock as payment for services rendered pursuant to an S-8 Registration
Statement to be filed with the Commission by Seafoods;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Seafoods hereby employs the Consultants and the
Consultants hereby accept such employment, and have and will perform the
services requested by management of Seafoods to its satisfaction during the
term hereof. The services performed by the Consultants hereunder have been
and will be personally rendered by the Consultants, and no one acting for or
on behalf of the Consultants, except those persons normally employed by the
Consultants in rendering services to others, such as secretaries, bookkeepers
and the like.
1.2 Independent Contractors. Regardless of the Consultants's
status as an "employee" under Rule 405 of the Commission, all services
rendered by the Consultants hereunder have been rendered as an independent
contractor, and the Consultants shall be liable for any FICA taxes,
withholding or other similar taxes or charges, and the Consultants shall
indemnify and hold Seafoods harmless therefrom; it is understood and agreed
that the value of all such items has been taken into account by the
Consultants in computing the billable rate for the services the Consultants
has rendered and agreed to render to Seafoods.
1.3 Term. All services performed at the request of Seafoods by
the Consultants shall have been performed within 120 days from the date
hereof, at which time this Plan shall terminate, unless otherwise provided
herein; provided, however, this Plan may be extended for an additional 120 day
period by written agreement of Seafoods and the Consultants.
1.4 Payment. Seafoods and the Consultants agree that Seafoods
shall pay the invoice of the Consultants for the services performed under this
Plan by the issuance of shares of its common stock at the price per share
listed in the respective Counterpart Signature Pages; provided, however, such
shares of common stock shall be issued pursuant to and shall be subject to the
filing and effectiveness of a Registration Statement on Form S-8 covering such
shares with the Commission.
1.5 Invoices for Services. On the completion of rendering the
services performed by the Consultants hereunder, the Consultants shall provide
Seafoods with a written invoice detailing the services duly performed. Such
invoice shall be paid by Seafoods in accordance with Section 1.4 above,
subject to the satisfaction of the management of Seafoods that the services
have been performed, and to the extent performed, that the performance was in
a satisfactory manner. The submission of an invoice for the services
performed by the Consultants shall be deemed to be a subscription by the
Consultants to purchase shares of common stock of Seafoods at the price
outlined in Section 1.4 above, subject only to the filing and effectiveness of
a Registration Statement on Form S-8 covering such shares with the Commission.
1.6 Common Stock Price. To the extent deemed required or
necessary and for all purposes of this Plan, the Consultants shall have an
"option" covering such shares of common stock at the per share price set forth
in paragraph 1.4 above during the term hereof; the Consultants assumes the
risk of any decrease in the per share price or value of the shares of common
stock of Seafoods that may be issued by Seafoods for services performed by the
Consultants hereunder, and the Consultants agrees that any such decrease shall
in no way affect the rights, obligations or duties of the Consultants
hereunder.
1.7 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Seafoods shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for
services actually performed by the Consultants, and duly verified to the
satisfaction of Seafoods, and subject to the filing and effectiveness of a
Registration Statement on Form S-8 of the Commission covering such shares, one
or more stock certificates representing such shares shall be delivered to the
Consultants at the addresses listed on the Counterpart Signature Page, unless
another address shall be provided to Seafoods in writing prior to the issuance
of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Seafoods and the Consultants agree that the per share price
of shares of common stock that may be issued by Seafoods to the Consultants
for services performed under this Plan has been arbitrarily set by Seafoods;
however, in the event Seafoods shall undergo a merger, consolidation,
reorganization, recapitalization, declare a stock dividend of its shares of
common stock or cause to be implemented a forward or reverse stock split which
affects the present number of issued and outstanding shares of common stock of
Seafoods prior to the issuance of shares to the Consultants, that the per
share price and the number of shares issuable to the Consultants for services
actually rendered hereunder after such event shall be appropriately adjusted
to reflect any such event.
1.10 Effective Date. The Effective Date of the Plan for the
Consultants shall be the date set forth on the Counterpart Signature Page.
Section 2
Representations and Warranties of Seafoods
Seafoods represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Seafoods is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah and
is licensed or qualified as a foreign corporation in all states in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of Seafoods has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Seafoods may issue "freely tradeable" shares of its common
stock as payment for services rendered, subject to the filing and
effectiveness of an S-8 Registration Statement to be filed with the Commission
by Seafoods.
2.3 Registration Statement on Form S-8. Seafoods shall engage
the services of a competent professional to prepare and file a Registration
Statement on Form S-8 with the Commission to cover the shares of common stock
to be issued under the Plan; shall cooperate with such professional in every
manner whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which such Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading, and
which such Registration Statement shall become effective immediately upon its
filing; such Registration Statement shall be prepared at the sole cost and
expense of Seafoods; and Seafoods will provide to the Consultants prior to the
issuance and delivery of any such shares of common stock a copy of such
Registration Statement, the Compensation Plan adopted by its Board of
Directors, all quarterly, annual or current reports or other documents
incorporated by reference into such Registration Statement and any other
similar reports filed or publicly disseminated following the effective date of
any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations.
Seafoods shall fully comply with any and all federal or state securities laws,
rules and regulations governing the issuance of any such shares of common
stock.
2.5 Limitation on Services. Seafoods shall not request the
Consultants to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. Seafoods is required to file
reports with the Commission pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and Seafoods has or will file with
the Commission all reports required to be filed by it forthwith, and such
reports are or will be true and correct in every material respect.
2.7 Corporate Authority and Due Authorization. Seafoods has
full corporate power and authority to enter into this Plan and to carry out
its obligations hereunder. Execution of this Plan and performance by Seafoods
hereunder have been duly authorized by all requisite corporate action on the
part of Seafoods, and this Plan constitutes a valid and binding obligation of
Seafoods and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of Seafoods.
Section 3
Representations and Warranties of the Consultants
The Consultants represent and warrant to, and covenant with,
Seafoods as follows:
3.1 Employment. The Consultants hereby accept employment by
Seafoods for the services performed pursuant to this Agreement. The services
performed by the Consultants hereunder have been personally rendered by the
Consultants, and no one acting for or on behalf of the Consultants.
3.2 Sophisticated Investors. The Consultants represent and
warrant that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Seafoods, either singly or through the aid and assistance of a competent
professional, and is fully capable of bearing the economic risk of loss of the
total investment of services.
3.3 Suitability of Investment. Prior to the execution of this
Plan, the Consultants shall have provided the services outlined in the
Counterpart Signature Page to Seafoods, and the Consultants, singly, or
through the advice of a competent professional, fully believe that an
investment in shares of common stock of Seafoods is a suitable investment for
the Consultants.
3.4 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Seafoods shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. The Consultants have full
power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants
hereunder constitutes a valid and binding obligation of the Consultants and
performance hereunder will not violate any other agreement to which the
Consultants are party.
Section 4
Indemnity
Seafoods and the Consultants agree to indemnify and hold the other
harmless for any loss or damage resulting from any misstatement of a material
fact or omission to state a material fact by the other contained herein or
contained in the S-8 Registration Statement of Seafoods to be filed hereunder,
to the extent that any misstatement or omission contained in the Registration
Statement was based upon information supplied by the other.
Section 5
Termination
Prior to the performance of services hereunder, this Plan may be
terminated (1) by mutual consent of Seafoods and the respective Consultants in
writing; (2) by either the Directors of Seafoods or the respective Consultants
if there has been a material misrepresentation or material breach of any
warranty or covenant by the other party; and (3) shall automatically terminate
at the expiration of the term hereof, provided, however, all representations
and warranties shall survive the termination hereof; provided, further,
however, that any obligation of Seafoods to pay for any services actually
rendered by the Consultants hereunder shall survive any such termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time,
after the execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested by the other
party to carry out the intent and purposes of this Plan.
6.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Seafoods: Seafoods, Inc.
5525 South 900 East, #110
Salt Lake City, Utah 84117
If to Consultants: The addresses listed on the
Counterpart Signature Page
6.3 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
6.4 Headings. The section and subsection headings in this Plan
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Utah, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern.
6.6 Assignment. Neither Seafoods nor the Consultants can assign
any rights, duties or obligations under this Plan, and in the event of any
such assignment, such assignment shall be deemed null and void.
6.7 Counterparts. This Plan may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan effective
the day and year first above written.
SEAFOODS PLUS, LTD., a Utah corporation
By /s/ Kathleen L. Morrison, President
<PAGE>
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Seafoods and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Leonard W. Burningham, Esq.
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
Date: 6/3/98 /s/ Leonard W. Burningham
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Preparation of Agreement and Plan of 63,068 shares
Reorganization, related exhibits and $10,000
Consents and miscellaneous documentation
regarding same
<PAGE>
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Seafoods and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Kathleen L. Morrison
5525 South 900 East, #110
Salt Lake City, Utah 84117
Date: 6/3/98 /s/ Kathleen L. Morrison
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Attendance at meetings and review of 1,000 shares
all documentation respecting the Agreement $150.00
and Plan of Reorganization prepared by
Leonard W. Burningham, Esq., and related
exhibits and instruments
<PAGE>
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Seafoods and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Jason Osborn
5525 South 900 East, #110
Salt Lake City, Utah 84117
Date: 6/3/98 /s/ Jason Osborn
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Attendance at meetings and review of 1,000 shares
all documentation respecting the Agreement $150.00
and Plan of Reorganization prepared by
Leonard W. Burningham, Esq., and related
exhibits and instruments
<PAGE>
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Seafoods and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Terry Hardman
5525 South 900 East, #110
Salt Lake City, Utah 84117
Date: 6/3/98 /s/ Terry Hardman
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Attendance at meetings and review of 1,000 shares
all documentation respecting the Agreement $150.00
and Plan of Reorganization prepared by
Leonard W. Burningham, Esq., and related
exhibits and instruments
