UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GLOBUS INTERNATIONAL RESOURCES CORP.
(Exact name of registrant as specified in its charter)
Nevada #88-020367
(State of Incorporation) (I.R.S. Employer ID No.)
Two World Trade Center, Suite 2400, New York, N.Y. 10048
(Address of Principal Executive Offices) (Zip Code)
Retainer Stock Plan for Non-Employee Directors and Consultants
(Full title of the Plan)
Shawn F. Hackman, Esq., 3360 W. Sahara, Suite 200, NV 89102
(Name and address of agent for service)
(702) 732-2253
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Aggregate Registration
to be Registered Offering Offering Fee
Registered Price Per Price
Share(1)
Common 750,000 $0.10 $75,000 $26.40
Stock Shares
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933. The Offering
Price is estimated.
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
Omicron Investment Corporation and The Quentin Corporation are to
receive 375,000 shares each of Globus International Resources Corp.
common stock pursuant to an S-8 Registration. All terms and disclosures are
set out in Exhibit 10.1, Retainer Stock Plan for Non-Employee Directors and
Consultants, Exhibit 10.2, Consulting Services and Financial Public Relations
Agreement with Omicron Investment Corporation Consulting services, and
Exhibit 10.3, Financial Public Relations Agreement with The Quentin Corporation.
Item 2. Registrant Information and Employee Plan Annual
Information
The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall provided a written
statement notifying them that upon written or oral request they
will be provided, without charge, (i) the documents incorporated
by reference in Item 3 of Part II of the registration statement,
and (ii) other documents required to be delivered pursuant to
Rule 428(b). The statement will inform the participants that
these documents are incorporated by reference in the Section
10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be
directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
(a) The registrant's latest annual report on Form 10-KSB
for the fiscal year ended December 31, 1999.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
registration documents referred to in (a) above.
(c) The description of the Registrant's capital stock
contained in the Registration Statement on Form 10-SB filed with
the Securities and Exchange Commission pursuant to Section 12(g)
of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, 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 be
deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interest of Named Experts and Counsel.
Neither the Registrant's Accountants, counsel, nor any other
experts named in the registration statement has any equity or
other interest in the Registrant.
Item 6. Indemnification of Directors and Officers.
The Registrant's bylaws eliminates the personal liability of
directors of the Registrant for violation of their fiduciary
duty of care, and requires indemnification of directors and
officers, to the full extent permitted by Nevada law, for claims
against them in their official capacities.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits.
The Exhibits required by Item 601 of Regulation S-K, and an index
thereto, are attached.
Item 9. Undertaking.
The registrant makes the following undertakings:
(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 material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material change
to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned 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
13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under 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 that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Act and is therefore, unenforceable. In the
event that indemnification is permitted to directors, officers
and controlling personas of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of the 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 of such corporation it
is the opinion of the SEC that any such indemnification is
against public policy.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, 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 authorize, in the City of Las Vegas, State of
Nevada, on May 16, 2000.
(Registrant) GLOBUS INTERNATIONAL RESOURCES CORP.
By: /s/ Serge Pisman
Serge Pisman
/s/ Herman Roth
Herman Roth
/s/ Yury Green
Yury Green
EXHIBIT INDEX
Exhibit Description
10.1 Retainer Stock Plan for Non-Employee Directors
and Consultants
10.2 Consulting Services and Financial Public Relations Agreement
with Omicron Investment Corporation.
10.3 Consulting services and Financial Public Relations Agreement
with The Quentin Corporation.
23.1 Form of opinion re: legality of common stock
rendered by Shawn F. Hackman, a P.C., Attorney
at Law, and consent of counsel
GLOBUS INTERNATIONAL RESOURCES CORP.
RETAINER STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS AND CONSULTANTS
1. INTRODUCTION
This plan shall be known as the "Globus International Resources Corp. Retainer
Stock Plan For Non-Employee Directors and Consultants" is hereinafter referred
to as the "Plan". The purposes of the Plan are to enable Globus International
Resources Corp. a Nevada corporation (the "Company"), to promote the interests
of the Company and its shareholders by attracting and retaining non-employee
Directors and Consultants capable of furthering the future success of the
Company and by aligning their economic interests more closely with those of the
Company's shareholders, by paying their retainer or fees in the form of shares
of the Company's common stock, par value $.001 per share (the "Common Stock").
2. DEFINITIONS
The following terms shall have the meanings set forth below:
"Annual Meeting" means an annual meeting of the shareholders of the
Company.
The "Board" means the Board of Directors of the Company.
"Change of Control" has the meaning set forth in Section 12(d).
The "Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of
the Code or rule or regulation thereunder shall be deemed to
include any amended or successor provision, rule or regulation.
The "Committee" means the committee that administers the Plan, as more
fully defined in Section 13.
"Common Stock" has the meaning set forth in Section 1.
The "Company" has the meaning set forth in Section 1.
"Deferral Election" has the meaning set forth in Section 6.
"Deferred Stock Account" means a bookkeeping account maintained by the
Company for a Participant representing the Participant's interest
in the shares credited to such Deferred Stock Account pursuant to
Section 7.
"Delivery Date" has the meaning set forth in Section 6.
"Director" means an individual who is a member of the Board of Directors
of the Company.
The "Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution,
equal to the amount of cash, plus the fair market value on the date
of distribution of any property, that is distributed with respect
to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.
The "Effective Date" has the meaning set forth in Section 3.
The "Exchange Act" has the meaning set forth in Section 13(b).
The "Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite
Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.
"Participant" has the meaning set forth in Section 4.
"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of
any Deferral Election).
"Stock Retainer" has the meaning set forth in Section 5.
"Third Anniversary" has the meaning set forth in Section 6.
3. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective as of the date of the Meeting that occurs in 2000
(the "Effective Date"), provided that it is approved by the shareholders at
such Meeting.
4. ELIGIBILITY
Each individual who is a Director or Consultant on the Effective Date and each
individual who becomes a Director or Consultant thereafter during the term of
the Plan, shall be a participant ("Participant") in the Plan, in each case
during such period as such individual remains a Director or Consultant and is
not an employee of the Company or any of its subsidiaries. Each credit of
shares of Common Stock pursuant to the Plan shall be evidenced by a written
agreement duly executed and delivered by or on behalf of the Company and a
Participant, if such an agreement is required by the Company to assure
compliance with all applicable laws and regulations.
5. GRANTS OF SHARES
Commencing on the Effective Date, the amount for service to directors or
consultants shall instead be payable in shares of Common Stock (the "Stock
Retainer") pursuant to this Plan.
6. DEFERRAL ELECTION
From and after the Effective Date, a Participant may make an election (a
"Deferral Election") on an annual basis to defer delivery of the Stock Retainer
specifying which one of the following way the Stock Retainer is to be
delivered: (a) on the date which is three years after the date of the Meeting
for which it was originally payable (the "Third Anniversary"), (b) on the date
upon which the Participant ceases to be a Director or Consultant for any reason
(the "Departure Date") or (c) in five equal annual installments commencing on
the Departure Date (the "Third Anniversary" and the "Departure Date" each being
referred to herein as a "Delivery Date"). Such Deferral Election shall remain
in effect for each Subsequent Year unless changed, provided that, any Deferral
Election with respect to a particular Year may not be changed less than six
months prior to the beginning of such Year and provided, further, that no more
than one Deferral Election or change thereof may be made in any Year.
Any Deferral Election and any change or revocation thereof shall be made by
delivering written notice thereof to the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided
that, with respect to the Year beginning on the Effective Date, any Deferral
Election or revocation thereof must be delivered no later than the close of
business on the 30th day prior to the 1997 Meeting.
7. DEFERRED STOCK ACCOUNTS
The Company shall maintain a Deferred Stock Account for each Participant who
makes a Deferral Election to which shall be credited, as of the applicable
Payment Time, the number of shares of Common Stock payable pursuant to the
Stock Retainer to which the Deferral Election relates. So long as any amounts
in such Deferred Stock Account have not been delivered to the Participant under
Section 8, each Deferred Stock Account shall be credited as of the payment date
for any dividend paid or other distribution made with respect to the Common
Stock, with a number of shares of Common Stock equal to (a) the number of
shares of Common Stock shown in such Deferred Stock Account on the record date
for such dividend or distribution multiplied by (b) the Dividend Equivalent for
such dividend or distribution.
8. DELIVERY OF SHARES
(a) The shares of Common Stock in a Participant's Deferred Stock Account with
respect to any Stock Retainer for which a Deferral Election has been made
(together with dividends attributable to such shares credited to such Deferred
Stock Account) shall be delivered in accordance with this Section 8 as soon as
practicable after the applicable Delivery Date. Except with respect to a
Deferral Election pursuant to Section 6(c), such shares shall be delivered at
one time; provided that, if the number of shares so delivered includes a
fractional share, such number shall be rounded to the nearest whole number of
shares. If the Participant has in effect a Deferral Election pursuant to
Section 6(c), then such shares shall be delivered in five equal annual
installments (together with dividends attributable to such shares credited to
such Deferred Stock Account), with the first such installment being delivered
on the first anniversary of the Delivery Date; provided that, if in order to
equalize such installments, fractional shares would have to be delivered, such
installments shall be adjusted by rounding to the nearest whole share. If any
such shares are to be delivered after the Participant has died or become
legally incompetent, they shall be delivered to the Participant's estate or
legal guardian, as the case may be, in accordance with the foregoing; provided
that, if the Participant dies with a Deferral Election pursuant to Section 6(c)
in effect, the Committee shall deliver all remaining undelivered shares to the
Participant's estate immediately. References to a Participant in this Plan
shall be deemed to refer to the Participant's estate or legal guardian, where
appropriate.
(b) The Company may, but shall not be required to, create a grantor trust or
utilize an existing grantor trust (in either case, the "Trust") to assist it in
accumulating the shares of Common Stock needed to fulfill its obligations under
this Section 8. However, Participants shall have no beneficial or other
interest in the Trust and the assets thereof, and their rights under the Plan
shall be as general creditors of the Company, unaffected by the existence or
nonexistence of the Trust, except that deliveries of Stock Retainers to
Participants from the Trust shall, to the extent thereof, be treated as
satisfying the Company's obligations under this Section 8.
9. SHARE CERTIFICATES; VOTING AND OTHER RIGHTS
The certificates for shares delivered to a Participant pursuant to Section 8
above shall be issued in the name of the Participant, and from and after the
date of such issuance the Participant shall be entitled to all rights of a
shareholder with respect to Common Stock for all such shares issued in his or
her name, including the right to vote the shares, and the Participant shall
receive all dividends and other distributions paid or made with respect
thereto.
10. GENERAL RESTRICTIONS
(a) Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions:
(i) Listing or approval for listing upon official notice of issuance of
such shares on the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be a market for the Common Stock;
(ii) Any registration or other qualification of such shares under any
state or federal law or regulation, or the maintaining in effect of any
such registration or other qualification which the Committee shall, upon
the advice of counsel, deem necessary or advisable; and
(iii) Obtaining any other consent, approval, or permit from any state
or federal governmental agency which the Committee shall, after receiving
the advice of counsel, determine to be necessary or advisable.
(b) Nothing contained in the Plan shall prevent the Company from adopting
other or additional compensation arrangements for the Participants.
11. SHARES AVAILABLE
Subject to Section 12 below, the maximum number of shares of Common Stock which
may in the aggregate be paid as Stock Retainers pursuant to the Plan is
5,000,000. Shares of Common Stock issueable under the Plan may be taken from
treasury shares of the Company or purchased on the open market.
12. ADJUSTMENTS; CHANGE OF CONTROL
(a) In the event that there is, at any time after the Board adopts the Plan,
any change in corporate capitalization, such as a stock split, combination of
shares, exchange of shares, warrants or rights offering to purchase Common
Stock at a price below its fair market value, reclassification, or
recapitalization, or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other extraordinary
distribution of stock or property of the Company, any reorganization (whether
or not such reorganization comes within the definition of such term in Section
368 of the Code) or any partial or complete liquidation of the Company (each of
the foregoing a "Transaction"), in each case other than any such Transaction
which constitutes a Change of Control (as defined below), (i) the Deferred
Stock Accounts shall be credited with the amount and kind of shares or other
property which would have been received by a holder of the number of shares of
Common Stock held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such Transaction, (ii)
the number and kind of shares or other property subject to the Plan shall
likewise be appropriately adjusted to reflect the effectiveness of any such
Transaction and (iii) the Committee shall appropriately adjust any other
relevant provisions of the Plan and any such modification by the Committee
shall be binding and conclusive on all persons.
(b) If the shares of Common Stock credited to the Deferred Stock Accounts are
converted pursuant to Section 12(a) into another form of property, references
in the Plan to the Common Stock shall be deemed, where appropriate, to refer to
such other form of property, with such other modifications as may be required
for the Plan to operate in accordance with its purposes. Without limiting the
generality of the foregoing, references to delivery of certificates for shares
of Common Stock shall be deemed to refer to delivery of cash and the incidents
of ownership of any other property held in the Deferred Stock Accounts.
(c) In lieu of the adjustment contemplated by Section 12(a), in the event of a
Change of Control, the following shall occur on the date of the Change of
Control: (i) the shares of Common Stock held in each Participant's Deferred
Stock Account shall be deemed to be issued and outstanding as of the Change of
Control; (ii) the Company shall forthwith deliver to each Participant who has a
Deferred Stock Account all of the shares of Common Stock or any other property
held in such Participant's Deferred Stock Account; and (iii) the Plan shall be
terminated.
(d) For purposes of this Plan, Change of Control shall mean any of the
following events:
(i) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (a) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock") or
(b) the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of directors
(the "Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change of Control: (a)
any acquisition directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege unless the security
being so converted was itself acquired directly from the Company), (b)
any acquisition by the Company, (c) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or
any corporation controlled by the Company or (d) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the conditions
described in clauses (a), (b) and (c) of paragraph (iii) of this Section
12(d) are satisfied; or
(ii) Individuals who, as of the date hereof, constitute the Board of
Directors of the Company (the "Board" and, as of the date hereof, the
"Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election
by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board; or
(iii) Approval by the shareholders of the Company of a reorganization,
merger, binding share exchange or consolidation, unless, following such
reorganization, merger, binding share exchange or consolidation (a) more
than 60% of, respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger, binding share
exchange or consolidation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger, binding
share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger,
binding share exchange or consolidation, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may
be, (b) no Person (excluding the Company, any employee benefit plan (or
related trust) of the Company or such corporation resulting from such
reorganization, merger, binding share exchange or consolidation and any
Person beneficially owning, immediately prior to such reorganization,
merger, binding share exchange or consolidation, directly or indirectly,
20% or more of the Outstanding Company Common Stock or Outstanding
Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger, binding share exchange or consolidation or the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors and
(c) at least a majority of the members of the board of directors of the
corporation resulting from such reorganization, merger, binding share
exchange or consolidation were members of the Incumbent Board at the time
of the execution of the initial agreement providing for such
reorganization, merger, binding share exchange or consolidation; or
(iv) Approval by the shareholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) the sale or other
disposition of all or substantially all of the assets of the Company,
other than to a corporation, with respect to which following such sale or
other disposition, (x) more than 60% of, respectively, the then
outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the
case may be, (y) no Person (excluding the Company and any employee
benefit plan (or related trust) of the Company or such corporation and
any Person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 20% or more of the Outstanding
Company Common Stock or Outstanding Company Voting Securities, as the
case may be) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election
of directors and (z) at least a majority of the members of the board of
directors of such corporation were members of the Incumbent Board at the
time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Company.
13. ADMINISTRATION; AMENDMENT AND TERMINATION
(a) The Plan shall be administered by a committee consisting of three members
who shall be the Chief Executive Officer, the Chief Financial Officer and the
Senior Vice President - Human Resources or such other senior executive officers
or other directors who are not Participants as may be designated by the Chief
Executive Officer (the "Committee"), which shall have full authority to
construe and interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions and make all
such determinations in connection with the Plan as it may deem necessary or
desirable. (b) The Board may from time to time make such amendments to the
Plan, including to preserve or come within any exemption from liability under
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as it may deem proper and in the best interest of the Company without
further approval of the Company's stockholders, provided that, to the extent
required under New York law or to qualify transactions under the Plan for
exemption under Rule 16b-3 promulgated under the Exchange Act, no amendment to
the Plan shall be adopted without further approval of the Company's
stockholders and, provided, further, that if and to the extent required for the
Plan to comply with Rule 16b-3 promulgated under the Exchange Act, no amendment
to the Plan shall be made more than once in any six-month period that would
change the amount, price or timing of the grants of Common Stock hereunder
other than to comport with changes in the Internal Revenue Code of 1986, as
amended, the Employee Retirement Income Security Act of 1974, as amended, or
the regulations thereunder. (c) The Board may terminate the Plan at any time
by a vote of a majority of the members thereof.
14. MISCELLANEOUS
(a) Nothing in the Plan shall be deemed to create any obligation on the part
of the Board to nominate any Director for reelection by the Company's
shareholders or to limit the rights of the shareholders to remove any Director.
(b) The Company shall have the right to require, prior to the issuance or
delivery of any shares of Common Stock pursuant to the Plan, that a Participant
make arrangements satisfactory to the Committee for the withholding of any
taxes required by law to be withheld with respect to the issuance or delivery
of such shares, including without limitation by the withholding of shares that
would otherwise be so issued or delivered, by withholding from any other
payment due to the Participant, or by a cash payment to the Company by the
Participant.
15. GOVERNING LAW
The Plan and all actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Nevada
___________________________
Yury Greene, CEO
Globus International Resources Corp.
CONSULTING SERVICES AND FINANCIAL PUBLIC RELATIONS AGREEMENT
AGREEMENT made and entered into as of this first day of May, 2000
(the "Agreement"), by and between Globus International Resources Corp.,
a Nevada corporation (the "Company") with principal offices at Two World Trade
Center, New York, New York, 10048 and The Quentin Corporation, a Mauritius
corporation with an office for doing business at 2nd Floor, Block A,
Barkly Wharf, Le Caudan Waterfront, Port Louis, Mauritius
("Consultant").
Whereas, the Company is in the business of providing worldwide
Internet business to business (B2B) electronic commerce services; and
Whereas, the Consultant is in the business of providing legal
advice, management and financial public relations services to public
companies and the Company believes such experience is in its best
interest to utilize, and
Whereas, the Company acknowledges that the Consultant has been
performing such services since May 1, 2000 for the Company, and
Whereas, the Company formally desires to engage Consultant to
continue to provide such services in accordance with the terms and
conditions hereinafter set forth;
Now, therefore, the Company and Consultant agree as follows:
1.Engagement. The Company agrees to engage Consultant and
Consultant agrees to provide legal advice, management, and financial
public relations services to the Company
2.Term. The tem~ of this agreement shall commence on the date
hereof and shall continue for a period of one ( 1 ) year.
3. Services. Consultant shall render advice and assistance to the
Company on business related matters (the "Services") and in connection
there with shall:
(a ) cause its principals to attend meetings of the Company's
Board of Directors or Executive Committee (s) when so requested by the
Company;
( b ) cause its principals to attend meetings at the request of
the Company and review, analyze and report on proposed business
opportunities;
( c ) consult with the Company concerning on-going strategic
corporate planning and long term investment policies, including any
revision of the Company's business plan;
( d ) consult with, advise and assist the Company in identifying,
studying and evaluating merger, acquisition, joint venture, strategic
alliance, recapitalization and restructuring proposals, including the
preparation of reports and studies thereon when advisable, and assist in
negotiations and discussions pertaining thereto;
( e ) assist the Company in obtaining technical and advisory
assistance from other professionals where necessary or advisable,
including, but not limited to attorneys and accountants;
( f ) assist in the preparation and distribution of press
releases, whenever appropriate, to be made available to the press in
general, customers, suppliers and selected NASD broker-dealers,
financial institutions, and the Company's shareholders;
( g ) assist in the preparation and distribution of corporate
brochures and research reports to selected NASD broker-dealers,
financial institutions, and the Company's shareholders;
( h ) assist the Company in implementing its financial public
relations program, including, but not limited to distribution of
collateral material to broker-dealer firms.
( i ) provide the Company with legal advice related to
aforementioned activities.
In connection with the Services to be rendered by Consultant,
Consultant shall report to the Board of Directors and President of the
Company and shall consult with those individuals on behalf of the
Company in connection with its obligations set forth above. Consultant
agrees to make itself available to evaluate all proposals that relate to
any financing undertaken by the Company, subject to the limitations of
Section 5 and 7 hereof.
Anything to the contrary herein notwithstanding, it is agreed at
the Consultant's Services will not include any services that constitute
opinions or performance of work that is in the ordinary purview of a
certified public accountant or any work that is the ordinary purview of
a registered broker/dealer or in connection with or related to the offer
or sale of securities of the Company in a capital raising transaction.
4. Compensation.
( a ) The Company shal1 cause to be issued to the Consultant,
as a non-refundable retainer for prior services rendered and for
entering into this agreement 375,000 (three hundred and seventy five
thousand) shares of its Common Stock which shall be issued pursuant to
registration on Form S-8 under the Securities Act of 1933.
( b ) A11 out-of-pocket expenses incurred by the Consultant in
the performance of the Services to be incurred hereunder shall be borne
by the Company and paid upon submission of appropriate documentation
thereof, provided, however, prior authorization is required for amounts
in excess of $ 250.
5. Best Efforts Basis. Subject to Section 7 and the last sentence
of Section 5 hereof, Consultant agrees that it will at all times
faithfully and to the best of its experience, ability and talents
perform all the duties that may be required of it pursuant to the terms
of this Agreement. The Company specifically acknowledges and agrees,
however, that the services to be rendered by Consultant shal1 be
conducted on a "best-efforts" basis and has not, cannot and does not
guarantee that its efforts will have any impact on the Company's
business or that any subsequent financial improvement will result from
its efforts.
6. Company's Right to Approve Transaction. The Company expressly
retains the right to approve, in its sole discretion, each and every
transaction introduced by Consultant that involves the Company as a
party to any agreement. Consultant and the Company mutually agree that
Consultant is not authorized to enter any agreement on behalf of the
Company.
7.Non-Exclusive Services. The Company understands that Consultant
is currently providing certain advisory and financial public relation
services to other individuals and entities and agrees that Consultant is
not prevented or barred from rendering services of the same nature or a
similar nature to any other individuals or entities and acknowledges
that such Services may from time to time conflict with ~e timing of and
the rendering of Consultant's services. In addition, Consultant
understands and agrees that the Company shall not be prevented or barred
from retaining other persons or entities to provide services of the same
or similar nature as those provided by Consultant.
8. Information Regarding Company. Consultant represents and warrants
that it has received copies of the Company's financial statements and
other disclosure documents (collectively, the "Disclosure Documents").
Consultant represents that it has read the Disclosure Documents and has
reviewed all such information with its legal, financial and investment
advisors to are extent it deemed such review necessary or appropriate.
Because of the Company's financial condition and other factors, the
receipt of capital stock of the Company as compensation under this
Agreement involves a high degree of risk, including the risks that such
stock may substantially decrease in value. The Consultant acknowledges
and accepts that risk. Consultant further represents that it has been
afforded the opportunity to discuss the Company with its management. As
a result, Consultant is cognizant of the financial condition and
operations of the Company, has available full information concerning its
affairs and has been able to evaluate the merits and risks of being
compensated in common stock of the Company. Consultant represents and
warrants to the Company that it has received from the Company and has
otherwise had access to all information necessary to verify the accuracy
of the information in the Disclosure Documents.
9.Consultant Not an Agent or Employee. Consultant's obligations under
this Agreement consist solely of the services described herein. In no event
shall Consultant be considered to be acting as an employee or agent of
the Company or otherwise representing or binding the Company. For the
purposes of the Agreement, Consultant is independent contractor. All
final decisions with respect to acts of the Company or its affiliates,
whether or not made pursuant to or in reliance on information or advice
furnished by Consultant hereunder, shall be those of the Company or such
affiliates and Consultant shall, under no circumstances, be liable for
any expenses incurred or losses suffered by the Company as a consequence
of such actions. Consultant agrees that all of its work product relating
to the Services to be rendered pursuant to this agreement shall become
the exclusive property of the Company. The parties acknowledge that the
Services provided by the Consultant hereunder are not in connection with
the offering or sale of securities of the Company in a capital raising
transaction.
10. Representations and Warranties of the Company. The Company
represents and warrants to Consultant, each such representation and
warranty being deemed to be material, that:
(a)The Company will cooperate fully and timely with consultant to
enable Consultant to perform its obligations under this Agreement;
(b)The execution and performance of this agreement by the Company
has been duly authorized by the Board of Directors of the Company in
accordance with applicable law;
(c )The performance by the Company of this Agreement will not
violate any applicable court decree, law or regulation nor it will
violate any provision of the organizational documents of the Company or
any contractual obligation by which the Company may be bound;
(d)Because Consultant will rely upon information being supplied
it by the Company, all such information shall be true, accurate,
complete and not misleading, in all material respects;
(e)The Shares, when issued, will be duly and validly issued,
fully paid and nonassessable with no personal liability to the ownership
thereof;
(f) The Company will act diligently and promptly in reviewing
materials submitted to it by Consultant to enhance timely distribution
of such materials and will inform Consultant of any inaccuracies
contained therein prior to dissemination;
(g)The services to be provided by Consultant to the Company
hereunder are not in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction.
ll. Representations and Warranties of Consultant. By virtue of
the execution hereof, and in order to induce the Company to enter into
this Agreement, Consultant hereby represents and warrants to the Company
as follows:
(a)It has full power and authority to enter into this Agreement,
to enter into a consulting relationship with the Company and to
otherwise perform this Agreement in the time and manner contemplated;
(b)It has the requisite skill and experience to perform the
services and to carry out and fulfill its duties and obligations
hereunder;
(c )The services to be provided by Consultant to the Company
hereunder are not in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction,
(d)Consultant is not an affiliate of or associated with any
broker-dealers or associated with any finders which the doing or have
done business with the Company.
12.Liability of Consultant. In finishing the Company with
management advice and other services as herein provided, Consultant
shall not be liable to the Company or its creditors for errors of
judgment or for anything except malfeasance or gross negligence in the
performance of its duties or reckless disregard of the obligations and
duties under the terms of this Agreement
It is further understood and agreed that Consultant may rely upon
information furnished to it reasonably believed to be accurate and
reliable and that, except as set forth herein in the first paragraph of
this Section 12, Consultant shall not be accountable for any loss
suffered by the Company by reason of the Company's action or non-action
on the basis of any advice, recommendation or approval of Consultant.
The parties further acknowledge that Consultant undertakes no
responsibility for the accuracy of any statements to be made by
management contained in press releases or other communications,
including, but not limited to, filings with the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc.
13. Confidentiality. Until such time as the same may become publicly
known, Consultant agrees that any information provided it by the
Company, of a confidential nature will not be revealed or disclosed to
any person or entities, except in the performance of this Agreement, and
upon completion of the term of this Agreement and upon the written
request of the Company, any original documentation provided by the
Company will be returned to it. Consultant will, where it deems
necessary, require confidentiality agreements from any associated
persons where it reasonably believes they will come in contact with
confidential material.
14. Notice. All notices, requests, demands and other
communications provided for by this Agreement shall, where practical, be
m writing and shall be deemed to have been given when mailed at any
general or branch United States Post office enclosed in a certified
post-paid envelope and addressed to the address of the respective party
first above stated. Any notice of change of address shall only be
effective however, when received.
15. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the Company, its successors, and assigns,
including, without limitation, any corporation which may acquire all or
substantially all of the Company's assets and business or into which the
Company may be consolidated or merged and Consultant and its successors
and assigns.
Consultant agrees that it will not sell, assign, transfer,
convey, pledge or encumber this Agreement or his right, title or
interest herein, without the prior written consent of the Company, this
Agreement being intended to secure the personal services of Consultant.
16. Termination. Consultant agrees that the Company may terminate
this Agreement at any time providing prior written notice of termination
to Consultant. Any notice of termination shall only be effective
however, when received.
The Company agrees that the Company may terminate this Agreement
at any time providing prior written notice of termination to the
Company. Any notice of termination shall only be effective however, when
received.
17. Applicable Law. This Agreement shall be deemed to be a
contract made under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said state.
The Company (i) agrees that any legal suit, action or proceeding
arising out of or relating to this Agreement shall be instituted
exclusively in New York State Supreme Court, County of New York, or in
the United States District Court for the Southern District of New York,
(ii) waives any objection which the Company may have now or hereafter to
the venue of any such suit, action, or proceeding, and (iii) irrevocable
consent to the jurisdiction of the New York State Supreme Court, County
of New York, and the United States District Court for the Southern
District of New York in any such suit, action or proceeding.
18. Other Agreements. This Agreement supersedes all prior understandings
and agreements between the parties It may not be amended orally, but only by
a writing signed by the parties hereto.
19. Non-Waiver. No delay or failure by either party in exercising any
right under this Agreement, and no partial or single exercise of that right
shall constitutes a waiver of that or any other right.
20. Heading. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.
21. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shaI1 be deemed an original but all of which
together shall constitute one and the same instrument.
In Witness Whereof, the parties hereto have executed this
Agreement the day and year first above written.
Globus International Resources, Corp.
By /s/ ______________________________,
Yury Greene, CEO
The Quentin Corporation
By /s/ _______________________________
Henrick Klausgaard , President
CONSULTING SERVICES AND FINANCIAL PUBLIC RELATIONS AGREEMENT
AGREEMENT made and entered into as of this first day of May, 2000
(the "Agreement"), by and between Globus International Resources Corp.,
a Nevada corporation (the "Company") with principal offices at Two World Trade
Center, New York, New York, 10048 and Omicron Investment Corporation, a
Gibraltar corporation with an office for doing business at Corral Road, Suite
3C, Eurolife Building, Gibraltar.
("Consultant").
Whereas, the Company is in the business of providing worldwide
Internet business to business (B2B) electronic commerce services; and
Whereas, the Consultant is in the business of providing legal
advice, management and financial public relations services to public
companies and the Company believes such experience is in its best
interest to utilize, and
Whereas, the Company acknowledges that the Consultant has been
performing such services since May 1, 2000 for the Company, and
Whereas, the Company formally desires to engage Consultant to
continue to provide such services in accordance with the terms and
conditions hereinafter set forth;
Now, therefore, the Company and Consultant agree as follows:
1.Engagement. The Company agrees to engage Consultant and
Consultant agrees to provide legal advice, management, and financial
public relations services to the Company
2.Term. The tem~ of this agreement shall commence on the date
hereof and shall continue for a period of one ( 1 ) year.
3. Services. Consultant shall render advice and assistance to the
Company on business related matters (the "Services") and in connection
there with shall:
(a ) cause its principals to attend meetings of the Company's
Board of Directors or Executive Committee (s) when so requested by the
Company;
( b ) cause its principals to attend meetings at the request of
the Company and review, analyze and report on proposed business
opportunities;
( c ) consult with the Company concerning on-going strategic
corporate planning and long term investment policies, including any
revision of the Company's business plan;
( d ) consult with, advise and assist the Company in identifying,
studying and evaluating merger, acquisition, joint venture, strategic
alliance, recapitalization and restructuring proposals, including the
preparation of reports and studies thereon when advisable, and assist in
negotiations and discussions pertaining thereto;
( e ) assist the Company in obtaining technical and advisory
assistance from other professionals where necessary or advisable,
including, but not limited to attorneys and accountants;
( f ) assist in the preparation and distribution of press
releases, whenever appropriate, to be made available to the press in
general, customers, suppliers and selected NASD broker-dealers,
financial institutions, and the Company's shareholders;
( g ) assist in the preparation and distribution of corporate
brochures and research reports to selected NASD broker-dealers,
financial institutions, and the Company's shareholders;
( h ) assist the Company in implementing its financial public
relations program, including, but not limited to distribution of
collateral material to broker-dealer firms.
( i ) provide the Company with legal advice related to
aforementioned activities.
In connection with the Services to be rendered by Consultant,
Consultant shall report to the Board of Directors and President of the
Company and shall consult with those individuals on behalf of the
Company in connection with its obligations set forth above. Consultant
agrees to make itself available to evaluate all proposals that relate to
any financing undertaken by the Company, subject to the limitations of
Section 5 and 7 hereof.
Anything to the contrary herein notwithstanding, it is agreed at
the Consultant's Services will not include any services that constitute
opinions or performance of work that is in the ordinary purview of a
certified public accountant or any work that is the ordinary purview of
a registered broker/dealer or in connection with or related to the offer
or sale of securities of the Company in a capital raising transaction.
4. Compensation.
( a ) The Company shal1 cause to be issued to the Consultant,
as a non-refundable retainer for prior services rendered and for
entering into this agreement 375,000 (three hundred and seventy five
thousand) shares of its Common Stock which shall be issued pursuant to
registration on Form S-8 under the Securities Act of 1933.
( b ) A11 out-of-pocket expenses incurred by the Consultant in
the performance of the Services to be incurred hereunder shall be borne
by the Company and paid upon submission of appropriate documentation
thereof, provided, however, prior authorization is required for amounts
in excess of $ 250.
5. Best Efforts Basis. Subject to Section 7 and the last sentence
of Section 5 hereof, Consultant agrees that it will at all times
faithfully and to the best of its experience, ability and talents
perform all the duties that may be required of it pursuant to the terms
of this Agreement. The Company specifically acknowledges and agrees,
however, that the services to be rendered by Consultant shal1 be
conducted on a "best-efforts" basis and has not, cannot and does not
guarantee that its efforts will have any impact on the Company's
business or that any subsequent financial improvement will result from
its efforts.
6. Company's Right to Approve Transaction. The Company expressly
retains the right to approve, in its sole discretion, each and every
transaction introduced by Consultant that involves the Company as a
party to any agreement. Consultant and the Company mutually agree that
Consultant is not authorized to enter any agreement on behalf of the
Company.
7.Non-Exclusive Services. The Company understands that Consultant
is currently providing certain advisory and financial public relation
services to other individuals and entities and agrees that Consultant is
not prevented or barred from rendering services of the same nature or a
similar nature to any other individuals or entities and acknowledges
that such Services may from time to time conflict with ~e timing of and
the rendering of Consultant's services. In addition, Consultant
understands and agrees that the Company shall not be prevented or barred
from retaining other persons or entities to provide services of the same
or similar nature as those provided by Consultant.
8. Information Regarding Company. Consultant represents and warrants
that it has received copies of the Company's financial statements and
other disclosure documents (collectively, the "Disclosure Documents").
Consultant represents that it has read the Disclosure Documents and has
reviewed all such information with its legal, financial and investment
advisors to are extent it deemed such review necessary or appropriate.
Because of the Company's financial condition and other factors, the
receipt of capital stock of the Company as compensation under this
Agreement involves a high degree of risk, including the risks that such
stock may substantially decrease in value. The Consultant acknowledges
and accepts that risk. Consultant further represents that it has been
afforded the opportunity to discuss the Company with its management. As
a result, Consultant is cognizant of the financial condition and
operations of the Company, has available full information concerning its
affairs and has been able to evaluate the merits and risks of being
compensated in common stock of the Company. Consultant represents and
warrants to the Company that it has received from the Company and has
otherwise had access to all information necessary to verify the accuracy
of the information in the Disclosure Documents.
9.Consultant Not an Agent or Employee. Consultant's obligations under
this Agreement consist solely of the services described herein. In no event
shall Consultant be considered to be acting as an employee or agent of
the Company or otherwise representing or binding the Company. For the
purposes of the Agreement, Consultant is independent contractor. All
final decisions with respect to acts of the Company or its affiliates,
whether or not made pursuant to or in reliance on information or advice
furnished by Consultant hereunder, shall be those of the Company or such
affiliates and Consultant shall, under no circumstances, be liable for
any expenses incurred or losses suffered by the Company as a consequence
of such actions. Consultant agrees that all of its work product relating
to the Services to be rendered pursuant to this agreement shall become
the exclusive property of the Company. The parties acknowledge that the
Services provided by the Consultant hereunder are not in connection with
the offering or sale of securities of the Company in a capital raising
transaction.
10. Representations and Warranties of the Company. The Company
represents and warrants to Consultant, each such representation and
warranty being deemed to be material, that:
(a)The Company will cooperate fully and timely with consultant to
enable Consultant to perform its obligations under this Agreement;
(b)The execution and performance of this agreement by the Company
has been duly authorized by the Board of Directors of the Company in
accordance with applicable law;
(c )The performance by the Company of this Agreement will not
violate any applicable court decree, law or regulation nor it will
violate any provision of the organizational documents of the Company or
any contractual obligation by which the Company may be bound;
(d)Because Consultant will rely upon information being supplied
it by the Company, all such information shall be true, accurate,
complete and not misleading, in all material respects;
(e)The Shares, when issued, will be duly and validly issued,
fully paid and nonassessable with no personal liability to the ownership
thereof;
(f) The Company will act diligently and promptly in reviewing
materials submitted to it by Consultant to enhance timely distribution
of such materials and will inform Consultant of any inaccuracies
contained therein prior to dissemination;
(g)The services to be provided by Consultant to the Company
hereunder are not in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction.
ll. Representations and Warranties of Consultant. By virtue of
the execution hereof, and in order to induce the Company to enter into
this Agreement, Consultant hereby represents and warrants to the Company
as follows:
(a)It has full power and authority to enter into this Agreement,
to enter into a consulting relationship with the Company and to
otherwise perform this Agreement in the time and manner contemplated;
(b)It has the requisite skill and experience to perform the
services and to carry out and fulfill its duties and obligations
hereunder;
(c )The services to be provided by Consultant to the Company
hereunder are not in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction,
(d)Consultant is not an affiliate of or associated with any
broker-dealers or associated with any finders which the doing or have
done business with the Company.
12.Liability of Consultant. In finishing the Company with
management advice and other services as herein provided, Consultant
shall not be liable to the Company or its creditors for errors of
judgment or for anything except malfeasance or gross negligence in the
performance of its duties or reckless disregard of the obligations and
duties under the terms of this Agreement
It is further understood and agreed that Consultant may rely upon
information furnished to it reasonably believed to be accurate and
reliable and that, except as set forth herein in the first paragraph of
this Section 12, Consultant shall not be accountable for any loss
suffered by the Company by reason of the Company's action or non-action
on the basis of any advice, recommendation or approval of Consultant.
The parties further acknowledge that Consultant undertakes no
responsibility for the accuracy of any statements to be made by
management contained in press releases or other communications,
including, but not limited to, filings with the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc.
13. Confidentiality. Until such time as the same may become publicly
known, Consultant agrees that any information provided it by the
Company, of a confidential nature will not be revealed or disclosed to
any person or entities, except in the performance of this Agreement, and
upon completion of the term of this Agreement and upon the written
request of the Company, any original documentation provided by the
Company will be returned to it. Consultant will, where it deems
necessary, require confidentiality agreements from any associated
persons where it reasonably believes they will come in contact with
confidential material.
14. Notice. All notices, requests, demands and other
communications provided for by this Agreement shall, where practical, be
m writing and shall be deemed to have been given when mailed at any
general or branch United States Post office enclosed in a certified
post-paid envelope and addressed to the address of the respective party
first above stated. Any notice of change of address shall only be
effective however, when received.
15. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the Company, its successors, and assigns,
including, without limitation, any corporation which may acquire all or
substantially all of the Company's assets and business or into which the
Company may be consolidated or merged and Consultant and its successors
and assigns.
Consultant agrees that it will not sell, assign, transfer,
convey, pledge or encumber this Agreement or his right, title or
interest herein, without the prior written consent of the Company, this
Agreement being intended to secure the personal services of Consultant.
16. Termination. Consultant agrees that the Company may terminate
this Agreement at any time providing prior written notice of termination
to Consultant. Any notice of termination shall only be effective
however, when received.
The Company agrees that the Company may terminate this Agreement
at any time providing prior written notice of termination to the
Company. Any notice of termination shall only be effective however, when
received.
17. Applicable Law. This Agreement shall be deemed to be a
contract made under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said state.
The Company (i) agrees that any legal suit, action or proceeding
arising out of or relating to this Agreement shall be instituted
exclusively in New York State Supreme Court, County of New York, or in
the United States District Court for the Southern District of New York,
(ii) waives any objection which the Company may have now or hereafter to
the venue of any such suit, action, or proceeding, and (iii) irrevocable
consent to the jurisdiction of the New York State Supreme Court, County
of New York, and the United States District Court for the Southern
District of New York in any such suit, action or proceeding.
18. Other Agreements. This Agreement supersedes all prior understandings
and agreements between the parties It may not be amended orally, but only by
a writing signed by the parties hereto.
19. Non-Waiver. No delay or failure by either party in exercising any
right under this Agreement, and no partial or single exercise of that right
shall constitutes a waiver of that or any other right.
20. Heading. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.
21. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shaI1 be deemed an original but all of which
together shall constitute one and the same instrument.
In Witness Whereof, the parties hereto have executed this
Agreement the day and year first above written.
Globus International Resources, Corp.
By /s/ ______________________________,
Yury Greene, CEO
Omicron Investment Corporation
By /s/ _______________________________
Ilona Klausgaard , President
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue
Suite 200
Las Vegas, NV 89102
(702) 732-2253
Date: May 18th, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Globus International Resources Corp.
Incentive Compensation Program
Ladies and Gentlemen:
We have acted as counsel to GLOBUS INTERNATIONAL RESOURCES CORP., a
Nevada corporation (the "Company"), in connection with its
Registration Statement on Form S-8 relating to the registration
Of 750,000 shares of its common stock (the "Shares"), $0.01 par
value per share. The Shares are issuable pursuant to the
Company's Incentive Compensation Plan (the "Plan").
In our representation we have examined such documents, corporate
records, and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including, but not
limited to, the Articles of Incorporation and Bylaws of the
Company.
Based upon the foregoing, it is our opinion that the Company is
duly organized and validly existing as a corporation under the
laws of the State of Nevada, and that the Shares, when issued and
sold in accordance with the terms of the Plan, will be validly
issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Shawn F. Hackman, a P.C.
By:/s/Adam U. Shaikh, Esq.
Adam U. Shaikh, Esq.
