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STOCK PLAN
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THIS STOCK PLAN ("Plan") is made effective as of December 7, 2000, by
FOREFRONT, INC. ("Company"), for various consultants as designated by the Board
("Consultants" and each a "Consultant").
R E C I T A L S:
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The Company wishes to grant, and the Consultants wish to receive, as
compensation for consultation services to the Company, a total of 1,000,000
Shares of the common stock of the Company ("Common Stock"), all pursuant to the
provisions set forth herein;
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars,
premises, mutual promises, covenants, terms and conditions herein, and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged by the parties, the parties agree as follows:
1. Grant of Shares. The Company hereby grants to the Consultants shares
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of Common Stock (the "Shares") in the Company.
2. Services. Consultants have been engaged by the Company and the Company
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has received business consultation services and/or promises of additional
services. Services may be detailed in additional documentation, including
confirmatory letters and agreements, as provided to one or more officers of the
Company.
3. Compensation. The Consultants are not entitled to receive cash
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compensation, unless and until any agreement to the contrary is reached with any
particular Consultant. Consultants' sole compensation is the Shares identified
herein, unless the parties agree otherwise. The parties agree the Shares are
valued at $.05 each.
4. Registration or Exemption. Notwithstanding anything to the contrary
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contained herein, the Shares may not be issued unless the Shares are registered
pursuant to the Securities Act of 1933, as amended ("Act").
5. Delivery of Shares. The Company shall deliver, subject to the terms
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and conditions of this Plan, to each Consultant, as soon as practicable, a
Certificate representing the Shares. Each Consultant agrees to be bound by the
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terms and conditions under the Plan by accepting delivery of the Shares, and any
other terms individually agreed to in writing by the parties.
6. Company's Rights. The existence of the Shares and/or this Plan shall
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not affect in any way the rights of the Company to conduct its business.
7. Disclosure. Each Consultant agrees to having read and fully considered
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the disclosures under Exhibit "A" attached hereto and incorporated herein by
reference.
8. Amendments. This Plan may not be amended unless by the written consent
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of Board.
9. Governing Law. This Plan shall be governed by the laws of the State of
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Florida, and the sole venue for any action arising hereunder or in connection
herewith shall be a court of competent jurisdiction in Florida.
10. Binding Effect. This Plan shall be binding upon and for the benefit
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of the parties hereto and their respective heirs, permitted successors, assigns
and/or delegates.
12. Captions. The captions herein are for convenience and shall not
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control the interpretation of this Plan.
11. Cooperation. The parties agree to execute such reasonable necessary
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documents upon advice of legal counsel in order to carry out the intent and
purpose of this Plan as set forth hereinabove.
12. Gender and Number. Unless the context otherwise requires, references
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in this Plan in any gender shall be construed to include all other genders,
references in the singular shall be construed to include the plural, and
references in the plural shall be construed to include the singular.
13. Severability. In the event anyone or more of the provisions of this
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Plan shall be deemed unenforceable by any court of competent jurisdiction for
any reason whatsoever, this Plan shall be construed as if such unenforceable
provision had never been contained herein.
FOREFRONT, INC.
By order of the Board of Directors
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EXHIBIT "A" to Stock Plan
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Item 1 - Plan Information
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(a) General Plan Information
1. The title of the Plan is: Stock Plan ("Plan") and the name of the
registrant whose securities are to be offered pursuant to the Plan is
Forefront, Inc. ("Company").
2. The general nature and purpose of the Plan is to grant Consultants
a total of1,000,000 shares of the Common Stock of the Company as
compensation for consultation services to be rendered to the Company.
3. To the best of Company's knowledge, the Plan is not subject to any
of the provisions of the Employee Retirement Income Security Act of 1974,
as amended or replaced by any subsequent law.
4. (a) The Company shall act as Plan Administrator. The Company's
address and telephone number is: 1413 South Howard Avenue, Suite 104,
Tampa, FL 33606, (813) 253-2267. The Company, as administrator of the Plan,
will merely issue to the Consultant shares of Common Stock pursuant to the
terms of the Plan.
(b) Securities to be Offered. Pursuant to the terms of the Plan, 600,000
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shares of the Company's Common Stock will be offered.
(c) Employees Who May Participate in the Plan. Consultants are the sole
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participants in this Plan. Consultants are eligible to receive the
securities provided the securities have been registered or are exempt from
registration under the Securities Act of 1933, as amended (the "Act").
(d) Purchase of Securities Pursuant to the Plan. The Company shall issue
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and deliver the underlying securities to Consultants as soon as
practicable.
(e) Resale Restrictions. Consultants, after receipt of the Shares, may
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assign, sell, convey or otherwise transfer the securities received, subject
to the requirements of the Act.
(f) Tax Effects of Plan Participation. The Consultant Services Plan is not
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qualified under Sec. 401 of the Internal Revenue Code of 1986, as amended
or replaced by any subsequent law.
(g) Investment of Funds. n/a
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(h) Withdrawal from the Plan; Assignment of Interest. Withdrawal or
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termination as to the Plan may occur upon mutual written consent of the
parties. Consultant has the right to assign or hypothecate Consultant's
interest in the Plan, subject to Plan provisions.
(i) Forfeitures and Penalties. n/a
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(j) Charges and Deductions and Liens Therefore. n/a
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Item 2 -Registrant Information and Employee Plan Annual Information.
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Registrant, upon oral or written request by Consultants, shall provide, without
charge, the documents incorporated by reference in Part II, Item 3 of Company's
Form S-8 Registration Statement for the securities as well as any other
documents required to be delivered pursuant to SEC Rule 428(b) (17 CFR Section
230.428(b)). All requests are to be directed to the Company at the address
provided above.
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