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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission File Number: 000-24199
ABSOLUTEFUTURE.COM
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER
NEVADA 88-0306099
------------------------------ ------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10900 N.E. 8th Street, Suite 1414, Bellevue, WA. 98004
-------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Consultant Compensation Plan
(FULL TITLE OF THE PLAN)
Graham Andrews, President
10900 N.E. 8th Street, Suite 1414, Bellevue, WA. 98004
------------------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(425) 462-6210
-----------------------------------------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------
TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
SECURITIES TO REGISTERED OFFERING PRICE AGGREGATE OFFERING OF
REGISTRATION PRICE PER PRICE REGIS-
BE REGISTERED PER SHARE TRATION
SHARE FEE
- --------------------------------------------------------------------------------
Common Stock, 3,000,000 $ .74 $ .74 $2,220,000 $ 617.16
.001 Par Value
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
(A) GENERAL PLAN INFORMATION
(1) THE PLAN IS TO BE ENTITLED "THE CONSULTANT COMPENSATION PLAN" AND IS TO
BE OFFERED BY ABSOLUTEFUTURE.COM (HEREINAFTER "REGISTRANT").
(2) THE GENERAL NATURE AND PURPOSE IS TO COMPENSATE THE FOLLOWING CONSULTANTS
(HEREINAFTER CONSULTANTS) FOR SERVICES RENDERED TO REGISTRANT:
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(A) GALTON SCOTT & GOULETT INC. 650,000 SHARES
c/o MONESH BAKASHI ESQ.
135 NORTH STREET, 3RD FLOOR
MIDDLETON, NY 10940
SERVICES PROVIDED INCLUDE TECHNICAL ASSISTANCE IN THE DEVELOPMENT
OF CERTAIN SOFTWARE PRODUCTS RELATING TO DATABASE DEVELOPMENT AND ACTIVE
PAGE TECHNOLOGIES FOR THE INTERNET.
(B) DOTTENHOFF FINANCIAL LTD. 700,000 SHARES
c/o MONESH BAKASHI ESQ.
135 NORTH STREET, 3RD FLOOR
MIDDLETON, NY 10940
SERVICES PROVIDED INCLUDE PREPARATION OF PRESENTATION MATERIALS
RELATIVE TO REGISTRANT'S PRODUCTS.
( C) BERKSHIRE CAPITAL PARTNERS INC. 800,000 SHARES
c/o MONESH BAKASHI ESQ.
135 NORTH STREET, 3RD FLOOR
MIDDLETON, NY 10940
SERVICES PROVIDED INCLUDE ASSISTING THE REGISTRANT IN CARRYING
OUT SURVEYS OF ANALYSTS, BROKERS AND INSTITUTIONAL INVESTORS,
CONCENTRATING ON THOSE WHO SPECIALIZE IN THE HIGH-TECH AREA IN
NORTH AMERICA.
(D) ZIMENN IMPORTING & EXPORTING INC. 850,000 SHARES
c/o MONESH BAKASHI ESQ.
135 NORTH STREET, 3RD FLOOR
MIDDLETON, NY 10940
SERVICES PROVIDED INCLUDE ASSISTING THE REGISTRANT IN IDENTIFYING
INTERNATIONAL ACQUISITION TARGETS AND IN STRUCTURING POSSIBLE
MERGERS/ACQUISITIONS.
THE TERM OF ALL OF THE ABOVE CONSULTING AGREEMENTS ARE ONE (1) YEAR FROM THE
DATE OF THE AGREEMENT ON JANUARY 12, 2000, UNLESS EXTENDED BY MUTUAL AGREEMENT
OF THE PARTIES OR PREVIOUSLY TERMINATED. THIS IS CONTEMPLATED TO BE A ONE-TIME
TRANSFER OF REGISTRANT'S SECURITIES TO CONSULTANTS. THERE ARE NO PROVISIONS
FOR MODIFICATION, EARLY TERMINATION, OR EXTENSION CURRENTLY BEING CONTEMPLATED.
(3) THE PLAN IS NOT, UNDER THE BEST KNOWLEDGE OF REGISTRANT, SUBJECT TO ANY
PROVISIONS OF ERISA.
(4) CONTACT INFORMATION: GRAHAM ANDREWS, PRESIDENT OF REGISTRANT, TELEPHONE:
425-462-6210.
(B) SECURITIES TO BE OFFERED
(1) A TOTAL OF 3,000,000 SHARES OF REGISTRANT'S COMMON STOCK WILL BE
OFFERED.
(2) NOT APPLICABLE
(C) EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN: THE CONSULTANTS LISTED IN
NO. 2 ABOVE ARE THE ONLY ELIGIBLE PARTICIPANTS IN THIS PLAN.
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(D) PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED:
(1) CONSULTANTS SHALL HAVE 10 DAYS FROM THE FILING OF THIS FORM S-8
WITHIN WHICH TO RECEIVE THE SHARES; THE PURCHASE PRICE IS AT
THE MAXIMUM OF $.74 PER SHARE, BASED UPON THE AVERAGE MARKET
HIGH AND LOW TRADING PRICES OVER THE FIVE DAYS PRIOR TO THE DATE
OF THIS FILING.
(2) CONSULTANTS SHALL SUBMIT PAYMENT TO REGISTRANT AT THE TIME THAT
THEY CHOOSE TO RECEIVE THE SHARES AS COMPENSATION FOR THE
CONSULTING SERVICES UNDER REGISTRANT'S CONSULTING SERVICES PLAN.
(3) CONSULTANTS ARE PERMITTED TO RECEIVE A TOTAL OF 3,000,000 SHARES.
(4) NOT APPLICABLE
(5) NOT APPLICABLE
(6) THE SECURITIES WILL BE PURCHASED DIRECTLY FROM REGISTRANT'S
TREASURY; CURRENTLY, NO FEES, COMMISSIONS OR OTHER CHARGES
WILL BE PAID.
(E) RESALE RESTRICTIONS: NO RESTRICTIONS ON RESALE ARE CURRENTLY
CONTEMPLATED.
(F) TAX EFFECTS OF PLAN PARTICIPATION: CONSULTANTS WILL REALIZE A GAIN WHEN
THEY SELL THE SHARES, BASED ON THE SALE PRICE THEY RECEIVE VERSUS THE PURCHASE
PRICE. REGISTRANT DOES NOT FORESEE A TAX CONSEQUENCE FOR ITSELF. THE PLAN DOES
NOT, TO THE BEST KNOWLEDGE OF REGISTRANT, QUALIFY UNDER SECTION 401(A) OF THE
INTERNAL REVENUE CODE.
(G) INVESTMENT OF FUNDS: THE FUNDS RECEIVED, IF ANY, WILL BE MINIMAL, AND
WILL BE USED FOR GENERAL USE OF REGISTRANT.
(H) WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST
(1) NO WITHDRAWAL OR TERMINATION TERMS ARE CURRENTLY CONTEMPLATED.
(2) NO ASSIGNMENT OR HYPOTHECATION TERMS ARE CURRENTLY CONTEMPLATED,
BUT REGISTRANT WILL PERMIT AN ASSIGNMENT OF THE INTERESTS IF
CONSULTANTS CHOOSE TO ASSIGN THEIR INTEREST TO A THIRD PARTY.
(3) NOT APPLICABLE
(I) FORFEITURES AND PENALTIES: THERE IS NO CURRENTLY CONTEMPLATED
FORFEITURE OR PENALTY EVENT.
(J) CHARGES, DEDUCTIONS AND LIENS THEREOF
(1) THERE ARE NO CHARGES OR DEDUCTIONS CURRENTLY CONTEMPLATED.
(2) THERE ARE NO CREATION OF LIEN TERMS CURRENTLY CONTEMPLATED.
(3) NOT APPLICABLE
3
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
REGISTRANT PLANS TO IMMEDIATELY FORWARD A COPY OF THIS FORM AND ALL OF THE
DOCUMENTS INCORPORATED BY REFERENCE TO CONSULTANTS UPON THE FILING OF
THIS FORM, THUS SATISFYING THE REQUIREMENTS FOR THIS SECTION.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(A) THE FORM 10-K REPORT FILED BY REGISTRANT FOR THE YEAR ENDING DECEMBER 31,
1998 IS HEREBY INCORPORATED BY REFERENCE.
(B) THE 10-Q REPORTS FILED BY REGISTRANT FOR THE FISCAL QUARTERS ENDING
SEPTEMBER 30, 1999, JUNE 30, 1999 AND MARCH 31, 1999, ARE HEREBY INCORPORATED
BY REFERENCE.
(C) NOT APPLICABLE
IN ADDITION, ALL DOCUMENTS SUBSEQUENTLY FILED BY REGISTRANT PURSUANT TO SECTIONS
13(A), 13(C), 14 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, IF ANY, ARE
INCORPORATED BY REFERENCE.
ITEM 4. DESCRIPTION OF SECURITIES
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
THERE ARE NO RELEVANT INTERESTS OF EXPERT OR COUNSEL IN THIS FORM THAT REQUIRE
DISCLOSURE.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
REGISTRANT'S CHARTER GENERALLY INDEMNIFIES A DIRECTOR OR AN OFFICER AGAINST
LIABILITY WHICH HE/SHE INCURS IN HIS/HER CAPACITY.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
NO EXEMPTION FROM REGISTRATION IS HEREBY CLAIMED SINCE THERE IS NO REOFFERING OR
RESALE OF RESTRICTED SECURITIES INVOLVED.
ITEM 8. EXHIBITS
EXHIBIT 4.1 - CONSULTING AGREEMENT - GALTON SCOTT & GOULETT INC.
EXHIBIT 4.2 - CONSULTING AGREEMENT - DOTTENHOFF FINANCIAL LTD.
EXHIBIT 4.3 - CONSULTING AGREEMENT - BERKSHIRE CAPITAL PARTNERS INC.
EXHIBIT 4.4 - CONSULTING AGREEMENT - ZIMENN IMPORTING & EXPORTING INC.
EXHIBIT 5 - OPINION OF LEGAL COUNSEL
EXHIBIT 15 - UNAUDITED INTERIM FINANCIAL INFORMATION IS INCORPORATED FROM
REGISTRANT'S FORM 10-Q FILED FOR THE QUARTER ENDED SEPTEMBER 30, 1999.
EXHIBIT 23 IS INCORPORATED FROM REGISTRANT'S PREVIOUS FORM 10-K, 10-Q's AND
REGISTRATION STATEMENT FILINGS.
4
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ITEM 9. UNDERTAKINGS
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933 (THE "SECURITIES ACT") MAY BE PERMITTED TO DIRECTORS, OFFICERS AND
CONTROLLING PERSONS OF THE REGISTRANT PURSUANT TO THE FOREGOING PROVISIONS, OR
OTHERWISE, THE REGISTRANT HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES
AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE SECURITIES ACT AND IS, THEREFORE, UNENFORCEABLE. IN THE EVENT
THAT A CLAIM FOR INDEMNIFICATION AGAINST SUCH LIABILITIES (OTHER THAN THE
PAYMENT BY REGISTRANT OF EXPENSES INCURRED OR PAID BY A DIRECTOR, OFFICER OR
CONTROLLING PERSON OF THE REGISTRANT IN THE SUCCESSFUL DEFENSE OF ANY ACTION,
SUIT OR PROCEEDING) IS ASSERTED BY SUCH DIRECTOR, OFFICER OR CONTROLLING PERSON
IN CONNECTION WITH THE SECURITIES BEING REGISTERED, REGISTRANT WILL, UNLESS IN
THE OPINION OF ITS COUNSEL THE MATTER HAS BEEN SETTLED BY CONTROLLING PRECEDENT,
SUBMIT TO A COURT OF APPROPRIATE JURISDICTION THE QUESTION WHETHER SUCH
INDEMNIFICATION BY IT IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES
ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.
SIGNATURES
----------
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
AUTHORIZED, IN THE CITY OF BELLEVUE, WASHINGTON, ON JANUARY 14, 2000.
ABSOLUTEFUTURE.COM,
A NEVADA CORPORATION
/S/ GRAHAM ANDREWS, PRESIDENT
Wednesday, January 12, 2000
Galton Scott & Goulett Inc.
C/o Moneesh Bakshi Esq.
135 Norht Street, 3rd Floor
Middletown
NY 10940
Graham Andrews
President & CEO
AbsoluteFuture.com.
Central Plaza, 10900
N.E. 8th Street, Suite 1414
Bellevue, WA 98004-4404
Dear Mr. Andrews,
Appointment as Consultant
This letter sets out the terms and conditions under which Galton Scott & Goulett
Inc(The "Consultant") is engaged by AbsoluteFuture.com. (the "Company") to
assist the Company with the design and development of software and with the
testing of such software.
1. Service. During the Term (as hereinafter defined), the Consultant shall
render such services to the Company by providing technical assistance in the
development of certain software products relating to database development and
active page technologies for the internet. The Consultant shall provide such
work under the supervision of the Chief Executive Officer of the Company, or in
his absence, the Chief Technical Officer.
2. Term of the Agreement. (the 'Term') This Agreement will last for a
period of one year from the date hereof, except that either party hereto may
terminate this Agreement at any time after the date hereof, with or without
cause, upon sixty (60) days written notice to the other party.
3. Engagement Fee. Upon the execution of this Agreement, the Company shall
pay to the Consultant a fee (an "Engagement Fee") of 650,000 shares of the
Company's common stock (the "Shares"), which amount shall not be refundable.
4. Other Fees and Expenses It is agreed that the Company will not pay any
further fees or expenses to the Consultant.
5. Registration Rights. The Company hereby covenants and agrees to
immediately file, from the date hereof, a registration of Form S-8 with the
Securities and Exchange Commission with respect to the Shares, including a
reoffer prospectus, to the extent required.
6. Further Assurances. In connection with the issuance of the Shares of
Common Stock of the Company to the Consultants pursuant to this Agreement, the
Consultant covenants and agrees that he shall execute and deliver, or cause to
be executed and delivered, any and all such further agreements, instruments,
certificates and other documents, including a Subscription Agreement, and shall
take or cause to be taken any and all such further action, as the Company may
reasonably deem necessary or desirable in order to carry out the intent and
purpose of this Agreement.
7. Indemnification Each party agreed to indemnify and hold the other
harmless form any loss, damage, liability or expense, including reasonable
attorney's fee's and other legal expenses, to which the other party may become
subject arising out of or relating to any act or omission by the indemnifying
party (or any person connected or associated with the indemnifying party), which
is or is alleged to be a violation of any applicable statues, laws or
regulations or arising from the negligence of willful misconduct of the
indemnifying party.
8. Confidentiality. During the term of this Agreement, the Company shall
furnish the Consultant with all information, data, or documents concerning the
Company that the Consultant shall reasonably deem appropriate in connection with
his activities hereunder. The Consultant agrees to keep such information in
strictest confidence and will not divulge it to any third party without the
prior written consent of the Company's President. Notwithstanding the
foregoing, this paragraph will not apply to information which is or becomes
generally available to the public, is required by law to be disclosed, or is
obtained from any third party which is in possession of such information through
no fault of the Consultants and is not under obligation, to the best of the
Consultants knowledge and belief to treat such information as confidential.
9. Notice. All notice, requests demands and other communications under this
Agreement shall be in writing, and shall be deemed to have been duly given (a)
on the date of service, if served personally on the party to whom notice is to
be given, (b) on the day after the date sent by a recognized overnight courier
service with all charges prepaid or billed to the account for the sender, (c)
five (5) days after being deposited in the mail if sent by first-class air mail,
registered or certified, postage prepaid, or (d) on the day after the date set
forth on the transmission receipt when sent by facsimile transmission to the
party being notified at its address or facsimile number set forth below or such
other address or facsimile numbers as any party hereto shall subsequently notify
all other parties hereto in writing.
(i) If the Consultant:
Galton Scott & Goulett Inc.
C/o Monesh Bakshi Esq.
135 North Street, 3rd Floor
Middleton NY 10940
(ii) If to the Company:
AbsoluteFuture.com.
10900 N.E. 8th Street, Suite 1414
Bellevue, WA 98004-4404
9. Non-Assignability Binding Effect. Neither this Agreement, nor any of the
rights or obligations of the parties shall be assignable by either party hereto
without the prior written consent of the other party. Otherwise, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs. Executors, administrators, personal representatives,
successors, and permitted assignees.
10. Choice of Law. This Agreement shall be governed and enforced in
accordance with the laws of the State of Washington, without regard to its
conflict of law principles.
11. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes all other
agreements between the parties hereto relating to the subject matter set forth
herein. The covenants and agreements set forth in this Agreement constitutes
all the covenants and agreements of the parties hereto and upon which the
parties have relied and except as may be specifically provided herein, no
change, modification, amendment, addition or termination of this Agreement or
any part thereof shall be valid unless in writing and signed by or on behalf of
the party to be charged therewith.
Please indicate your agreement to the foregoing by signing and returning to us
the enclosed copy of this letter, whereupon this letter shall become a binding
agreement.
AbsoluteFuture.com
By: /s/ Grahams Andrews President & CEO
Consultant
By: /s/ Lee Harvey
Wednesday, January 12, 2000
Dottenhoff Financial Ltd
C/o Moneesh Bakshi Esq.
135 Norht Street, 3rd Floor
Middletown, NY 10940
Graham Andrews
President & CEO
AbsoluteFuture.com.
Central Plaza, 10900
N.E. 8th Street, Suite 1414
Bellevue, WA 98004-4404
Dear Mr. Andrews,
Appointment as Consultant
This letter sets out the terms and conditions under which Dottenhoff Financial
Ltd(The "Consultant") is engaged by AbsoluteFuture.com. (the "Company") to
assist the company with the preparation of presentational material related to
its new software products, including, but not limited to internetinterview.com,
Safemessage.com, and Local Hard Drive.
1. Service. During the Term (as hereinafter defined), the Consultant shall
render such services to the Company by preparing presentation material. The
Consultant shall provide such work under the supervision of the Chief Executive
Officer of the Company, or in his absence, the Chief Technical Officer.
2. Term of the Agreement. (the 'Term') This Agreement will last for a
period of one year from the date hereof, except that either party hereto may
terminate this Agreement at any time after the date hereof, with or without
cause, upon sixty (60) days written notice to the other party.
3. Engagement Fee. Upon the execution of this Agreement, the Company shall
pay to the Consultant a fee (an "Engagement Fee") of 700,000 shares of the
Company's common stock (the "Shares"), which amount shall not be refundable.
4. Other Fees and Expenses It is agreed that the Company will not pay any
further fees or expenses to the Consultant.
5. Registration Rights. The Company hereby covenants and agrees to
immediately file, from the date hereof, a registration of Form S-8 with the
Securities and Exchange Commission with respect to the Shares, including a
reoffer prospectus, to the extent required.
6. Further Assurances. In connection with the issuance of the Shares of
Common Stock of the Company to the Consultants pursuant to this Agreement, the
Consultant covenants and agrees that he shall execute and deliver, or cause to
be executed and delivered, any and all such further agreements, instruments,
certificates and other documents, including a Subscription Agreement, and shall
take or cause to be taken any and all such further action, as the Company may
reasonably deem necessary or desirable in order to carry out the intent and
purpose of this Agreement.
7. Indemnification Each party agreed to indemnify and hold the other
harmless form any loss, damage, liability or expense, including reasonable
attorney's fee's and other legal expenses, to which the other party may become
subject arising out of or relating to any act or omission by the indemnifying
party (or any person connected or associated with the indemnifying party), which
is or is alleged to be a violation of any applicable statues, laws or
regulations or arising from the negligence of willful misconduct of the
indemnifying party.
8. Confidentiality. During the term of this Agreement, the Company shall
furnish the Consultant with all information, data, or documents concerning the
Company that the Consultant shall reasonably deem appropriate in connection with
his activities hereunder. The Consultant agrees to keep such information in
strictest confidence and will not divulge it to any third party without the
prior written consent of the Company's President. Notwithstanding the
foregoing, this paragraph will not apply to information which is or becomes
generally available to the public, is required by law to be disclosed, or is
obtained from any third party which is in possession of such information through
no fault of the Consultants and is not under obligation, to the best of the
Consultants knowledge and belief to treat such information as confidential.
9. Notice. All notice, requests demands and other communications under this
Agreement shall be in writing, and shall be deemed to have been duly given (a)
on the date of service, if served personally on the party to whom notice is to
be given, (b) on the day after the date sent by a recognized overnight courier
service with all charges prepaid or billed to the account for the sender, (c)
five (5) days after being deposited in the mail if sent by first-class air mail,
registered or certified, postage prepaid, or (d) on the day after the date set
forth on the transmission receipt when sent by facsimile transmission to the
party being notified at its address or facsimile number set forth below or such
other address or facsimile numbers as any party hereto shall subsequently notify
all other parties hereto in writing.
(i) If the Consultant:
Dottenhoff Financial Ltd.
C/o Monesh Bakshi Esq.
135 North Street, 3rd Floor
Middleton NY 10940
(ii) If to the Company:
AbsoluteFuture.com.
10900 N.E. 8th Street, Suite 1414
Bellevue, WA 98004-4404
9. Non-Assignability Binding Effect. Neither this Agreement, nor any of the
rights or obligations of the parties shall be assignable by either party hereto
without the prior written consent of the other party. Otherwise, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs. Executors, administrators, personal representatives,
successors, and permitted assignees.
10. Choice of Law. This Agreement shall be governed and enforced in
accordance with the laws of the State of Washington, without regard to its
conflict of law principles.
11. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes all other
agreements between the parties hereto relating to the subject matter set forth
herein. The covenants and agreements set forth in this Agreement constitutes
all the covenants and agreements of the parties hereto and upon which the
parties have relied and except as may be specifically provided herein, no
change, modification, amendment, addition or termination of this Agreement or
any part thereof shall be valid unless in writing and signed by or on behalf of
the party to be charged therewith.
Please indicate your agreement to the foregoing by signing and returning to us
the enclosed copy of this letter, whereupon this letter shall become a binding
agreement.
AbsoluteFuture.com
By: /s/ Grahams Andrews President & CEO
Consultant
By: /s/ Andy Ford
Wednesday, January 12, 2000
Berkshire Capital Partners Inc.
C/o Moneesh Bakshi Esq.
135 Norht Street, 3rd Floor
Middletown, NY 10940
Graham Andrews
President & CEO
AbsoluteFuture.com.
Central Plaza, 10900
N.E. 8th Street, Suite 1414
Bellevue, WA 98004-4404
Dear Mr. Andrews,
Appointment as Consultant
This letter sets out the terms and conditions under which Berkshire Capital
Partners Inc. (The "Consultant") is engaged by AbsoluteFuture.com. (the
"Company") to assist the Company by carrying out surveys of analysts, brokers
and institutional investors.
1. Service. During the Term (as hereinafter defined), the Consultant shall
render such services to the Company so as assist the Company in carrying out
surveys of analysts, brokers and institutional investors, concentrating on those
who specialize in the high tech area in North America. The Consultant will
provide monthly reports to the Company updating and revising its surveys of the
professional investor market. The Consultant shall not have the power of
authority to bind the Company to any transaction without the Company's prior
written consent.
2. Term of the Agreement. (the 'Term') This Agreement will last for a
period of one year from the date hereof, except that either party hereto may
terminate this Agreement at any time after the date hereof, with or without
cause, upon sixty (60) days written notice to the other party.
3. Engagement Fee. Upon the execution of this Agreement, the Company shall
pay to the Consultant a fee (an "Engagement Fee") of 800,000 shares of the
Company's common stock (the "Shares"), which amount shall not be refundable.
4. Other Fees and Expenses It is agreed that the Company will not pay any
further fees or expenses to the Consultant.
5. Registration Rights. The Company hereby covenants and agrees to
immediately file, from the date hereof, a registration of Form S-8 with the
Securities and Exchange Commission with respect to the Shares, including a
reoffer prospectus, to the extent required.
6. Further Assurances. In connection with the issuance of the Shares of
Common Stock of the Company to the Consultants pursuant to this Agreement, the
Consultant covenants and agrees that he shall execute and deliver, or cause to
be executed and delivered, any and all such further agreements, instruments,
certificates and other documents, including a Subscription Agreement, and shall
take or cause to be taken any and all such further action, as the Company may
reasonably deem necessary or desirable in order to carry out the intent and
purpose of this Agreement.
7. Indemnification Each party agreed to indemnify and hold the other
harmless form any loss, damage, liability or expense, including reasonable
attorney's fee's and other legal expenses, to which the other party may become
subject arising out of or relating to any act or omission by the indemnifying
party (or any person connected or associated with the indemnifying party), which
is or is alleged to be a violation of any applicable statues, laws or
regulations or arising from the negligence of willful misconduct of the
indemnifying party.
8. Confidentiality. During the term of this Agreement, the Company shall
furnish the Consultant with all information, data, or documents concerning the
Company that the Consultant shall reasonably deem appropriate in connection with
his activities hereunder. The Consultant agrees to keep such information in
strictest confidence and will not divulge it to any third party without the
prior written consent of the Company's President. Notwithstanding the
foregoing, this paragraph will not apply to information which is or becomes
generally available to the public, is required by law to be disclosed, or is
obtained from any third party which is in possession of such information through
no fault of the Consultants and is not under obligation, to the best of the
Consultants knowledge and belief to treat such information as confidential.
9. Notice. All notice, requests demands and other communications under this
Agreement shall be in writing, and shall be deemed to have been duly given (a)
on the date of service, if served personally on the party to whom notice is to
be given, (b) on the day after the date sent by a recognized overnight courier
service with all charges prepaid or billed to the account for the sender, (c)
five (5) days after being deposited in the mail if sent by first-class air mail,
registered or certified, postage prepaid, or (d) on the day after the date set
forth on the transmission receipt when sent by facsimile transmission to the
party being notified at its address or facsimile number set forth below or such
other address or facsimile numbers as any party hereto shall subsequently notify
all other parties hereto in writing.
(i) If the Consultant:
Berkshire Capital Partners Inc.
C/o Monesh Bakshi Esq.
135 North Street, 3rd Floor
Middleton NY 10940
(ii) If to the Company:
AbsoluteFuture.com.
10900 N.E. 8th Street, Suite 1414
Bellevue, WA 98004-4404
9. Non-Assignability Binding Effect. Neither this Agreement, nor any of the
rights or obligations of the parties shall be assignable by either party hereto
without the prior written consent of the other party. Otherwise, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs. Executors, administrators, personal representatives,
successors, and permitted assignees.
10. Choice of Law. This Agreement shall be governed and enforced in
accordance with the laws of the State of Washington, without regard to its
conflict of law principles.
11. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes all other
agreements between the parties hereto relating to the subject matter set forth
herein. The covenants and agreements set forth in this Agreement constitutes
all the covenants and agreements of the parties hereto and upon which the
parties have relied and except as may be specifically provided herein, no
change, modification, amendment, addition or termination of this Agreement or
any part thereof shall be valid unless in writing and signed by or on behalf of
the party to be charged therewith.
Please indicate your agreement to the foregoing by signing and returning to us
the enclosed copy of this letter, whereupon this letter shall become a binding
agreement.
AbsoluteFuture.com
By:/s/ Grahams Andrews President & CEO
Consultant
By:/s/ Gillian Hobson
Friday, January 14, 2000
Zimenn Importing & Exporting Inc.
C/o Moneesh Bakshi Esq.
135 Norht Street, 3rd Floor
Middletown
NY 10940
Graham Andrews
President & CEO
AbsoluteFuture.com.
Central Plaza, 10900
N.E. 8th Street, Suite 1414
Bellevue, WA 98004-4404
Dear Mr. Andrews,
Appointment as Consultant
This letter sets out the terms and conditions under which Zimenn (The
"Consultant") is engaged by AbsoluteFuture.com. (the "Company") to identify
international acquisition targets for the Company and to advise the Company in
structuring mergers or other acquisition to which the Company is a party (the
Transaction").
1. Service. During the Term (as hereinafter defined), the Consultant shall
render such services to the Company so as assist the Company in identifying
international acquisition targets for the Company and advise the Company in
structuring mergers or other acquisitions. Nothing contained herein constitutes
a commitment on the part of the Consultant to find an acquisition target for the
company or, if such a target is found, that any Transaction will be completed.
The Consultant shall not have the power of authority to bind the Company to any
transaction without the Company's prior written consent.
2. Term of the Agreement. (the 'Term') This Agreement will last for a
period of one year from the date hereof, except that either party hereto may
terminate this Agreement at any time after the date hereof, with or without
cause, upon sixty (60) days written notice to the other party.
3. Engagement Fee. Upon the execution of this Agreement, the Company shall
pay to the Consultant a fee (an "Engagement Fee") of 850,000 shares of the
Company's common stock (the "Shares"), which amount shall not be refundable.
4. Other Fees and Expenses It is agreed that the Company will not pay any
further fees or expenses to the Consultant.
5. Registration Rights. The Company hereby covenants and agrees to
immediately file, from the date hereof, a registration of Form S-8 with the
Securities and Exchange Commission with respect to the Shares, including a
reoffer prospectus, to the extent required.
6. Further Assurances. In connection with the issuance of the Shares of
Common Stock of the Company to the Consultants pursuant to this Agreement, the
Consultant covenants and agrees that he shall execute and deliver, or cause to
be executed and delivered, any and all such further agreements, instruments,
certificates and other documents, including a Subscription Agreement, and shall
take or cause to be taken any and all such further action, as the Company may
reasonably deem necessary or desirable in order to carry out the intent and
purpose of this Agreement.
7. Indemnification Each party agreed to indemnify and hold the other
harmless form any loss, damage, liability or expense, including reasonable
attorney's fee's and other legal expenses, to which the other party may become
subject arising out of or relating to any act or omission by the indemnifying
party (or any person connected or associated with the indemnifying party), which
is or is alleged to be a violation of any applicable statues, laws or
regulations or arising from the negligence of willful misconduct of the
indemnifying party.
8. Confidentiality. During the term of this Agreement, the Company shall
furnish the Consultant with all information, data, or documents concerning the
Company that the Consultant shall reasonably deem appropriate in connection with
his activities hereunder. The Consultant agrees to keep such information in
strictest confidence and will not divulge it to any third party without the
prior written consent of the Company's President. Notwithstanding the
foregoing, this paragraph will not apply to information which is or becomes
generally available to the public, is required by law to be disclosed, or is
obtained from any third party which is in possession of such information through
no fault of the Consultants and is not under obligation, to the best of the
Consultants knowledge and belief to treat such information as confidential.
9. Notice. All notice, requests demands and other communications under this
Agreement shall be in writing, and shall be deemed to have been duly given (a)
on the date of service, if served personally on the party to whom notice is to
be given, (b) on the day after the date sent by a recognized overnight courier
service with all charges prepaid or billed to the account for the sender, (c)
five (5) days after being deposited in the mail if sent by first-class air mail,
registered or certified, postage prepaid, or (d) on the day after the date set
forth on the transmission receipt when sent by facsimile transmission to the
party being notified at its address or facsimile number set forth below or such
other address or facsimile numbers as any party hereto shall subsequently notify
all other parties hereto in writing.
(i) If the Consultant:
Zimenn Importing and Exporting
C/o Monesh Bakshi Esq.
135 North Street, 3rd Floor
Middleton NY 10940
(ii) If to the Company:
AbsoluteFuture.com.
10900 N.E. 8th Street, Suite 1414
Bellevue, WA 98004-4404
9. Non-Assignability Binding Effect. Neither this Agreement, nor any of the
rights or obligations of the parties shall be assignable by either party hereto
without the prior written consent of the other party. Otherwise, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs. Executors, administrators, personal representatives,
successors, and permitted assignees.
10. Choice of Law. This Agreement shall be governed and enforced in
accordance with the laws of the State of Washington, without regard to its
conflict of law principles.
11. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes all other
agreements between the parties hereto relating to the subject matter set forth
herein. The covenants and agreements set forth in this Agreement constitutes
all the covenants and agreements of the parties hereto and upon which the
parties have relied and except as may be specifically provided herein, no
change, modification, amendment, addition or termination of this Agreement or
any part thereof shall be valid unless in writing and signed by or on behalf of
the party to be charged therewith.
Please indicate your agreement to the foregoing by signing and returning to us
the enclosed copy of this letter, whereupon this letter shall become a binding
agreement.
AbsoluteFuture.com
By:/s/Grahams Andrews President & CEO
Consultant
By:/s/ James W. Zink
February 14, 2000
Mr. Graham Andrews, President
AbsoluteFuture.com
10900 N.E. 8th Street, Suite 1414
Bellevue, Washington 98004
RE: AbsoluteFuture.com (the "Company")
Dear Graham:
You have requested my opinion regarding issuance of certain shares for
consulting services subject to a Form S-8 registration statement to be filed
with the Securities and Exchange Commission.
I have reviewed the relevant documents in connection with the offering,
including the Consulting Agreements, and such other corporate documents as I
deem necessary and appropriate in connection with the transaction. I have also
discussed the transaction with management of the Company, and received such
assurances from them as I deem necessary under the circumstances.
Based thereon, it is my opinion that the Company may issue a total of 3,000,000
unrestricted shares of its Common Stock to the Consultants, all companies which
are accredited investors, as that term is defined in 17 CFR 230.501(a), pursuant
to the terms of the Consulting Agreements, dated January 12, 2000. When issued,
the shares shall be validly issued, fully paid and non-assessable.
The information set forth herein is effective as of the date of this letter.
If you have any questions regarding this matter, please do not hesitate to
contact me.
Very truly yours,
/s/ Michael J. Morrison, Esq.
MJM:rsd
