EXHIBIT 10.7
PREMIER MORTGAGE RESOURCES, INC.
CONSULTANTS COMPENSATION PLAN
1. Purpose
The purpose of this Plan is to provide compensation in the form of
Common Stock of the Company to eligible consultants that have
previously rendered services or that will render services during the
term of this Consultants Compensation Plan (hereinafter referred to as
the "Plan".)
2. Administration
(a) This Plan shall be administered by the Board of Directors who
may from time to time issue orders or adopt resolutions, not
inconstant with the provisions of this Plan, to interpret the
provisions and supervise the administration of this Plan. The
CFO shall make initial determinations as to which consultants,
professionals or advisors will be considered to receive shares
under this Plan, and will provide a list to the Board of
Directors. All final determinations shall be by the affirmative
vote of a majority of the members of the Board of Directors at a
meeting called for such purpose, or reduced to writing and
signed by a majority of the members of the Board. Subject to the
Corporation's Bylaws, all decisions made by the Directors in
selecting eligible consultants (hereinafter referred to as
"Consultants"), establishing the number of shares, and
construing the provisions of this Plan shall be final,
conclusive and binding on all persons including the Corporation,
shareholders, employees and Consultants.
(b) The Board of Directors may from time to time appoint a
Consultants Plan Committee, consisting of at least one Director
and one officer, none of whom shall be eligible to participate
in the Plan while members of the Committee. The Board of
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Directors may delegate to such Committee power to select the
particular Consultants that are to receive shares, and to
determine the number of shares to be allocated to each such
Consultant.
(c) If the SEC Rules and or regulations relating to the issuance of
Common Stock under a Form S-8 should change during the terms of
this Plan, the Board of Directors shall have the power to alter
this Plan to conform to such changes.
3. Eligibility
(a) Shares shall be granted only to Professionals and Consultants
that are within that class for which Form S-8 is applicable.
(b) No individual or entity shall be granted more than 250,000
shares of unrestricted Common Stock under this Plan.
4. Shares Subject to the Plan
The total number of shares of Common Stock to be subject to this Plan is
500,000. The shares subject to the Plan will be registered with the SEC on or
about October 5, 2000 in a Form S-8 Registration.
5. Death of Consultant
If Consultant dies while he is a Consultant of the Corporation or of any
subsidiary, or within 90 days after such termination, the shares, to the
extent that the Consultant was to he issued shares under the plan, may be
issued to his personal representative or the person or persons to whom his
rights under the shares shall pass by his will or to the applicable laws of
descent and distribution.
6. Termination of Consultant, retirement or disability
If a Consultant shall cease to be retained by the Corporation for any
reason (including retirement and disability) other than death after he
shall have continuously been so retained for his specified term, he may,
but only within the three-month period immediately following such
termination, request his pro-rata number of shares for his services already
rendered.
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7. Termination of the Plan
This Plan shall terminate one year after its adoption b the Board of Directors.
At such time, and shares which remain unsold shall be removed from registration
by means of a post-effective amendment to the Form S-8.
8. Effective Date of the Plan
This Plan shall become effective upon its adoption by the Board of
Directors.
CERTIFICATION OF ADOPTION
(By the Board of Directors)
The undersigned, being the President and Secretary of Premier Mortgage
Resources, Inc. hereby certify that the foregoing Plan was adopted by a
unanimous vote of the Board of Directors on October 2, 2000
/s/ Joseph Cilento
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Joseph Cilento, President/Director
And Secretary
