CONSULTANT COMPENSATION
AGREEMENT NO. 2
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this 1st day
of December, 2000, among Alphatrade.com, a Nevada corporation ("Alphatrade");
and the following individuals who have executed and delivered this Plan by the
execution and delivery of the Counterpart Signature Pages which are designated
as Exhibits "A" and "B" hereof: William Pinkney and Katharine Johnston
(collectively, the "Consultants").
WHEREAS, the Board of Directors of Alphatrade has adopted a written
compensation agreement for compensation of two individual Consultants who are
natural persons; and
WHEREAS, Alphatrade has engaged the Consultants to provide services at
the request of and subject to the satisfaction of its Management; and
WHEREAS, the Consultants have provided services at the request and
subject to the approval of the Management of Alphatrade; and
WHEREAS, a general description of the nature of the services performed
and to be performed by the Consultants and the maximum value of such services
under this Plan are listed in the Counterpart Signature Pages and exhibits
thereto; and
WHEREAS, Alphatrade and the Consultants intend that this Plan and the
services performed hereunder shall be made, requested and performed in such a
manner in this Plan shall be a "written compensation agreement" as defined in
Rule 405 of the Securities and Exchange Commission ("Commission") pursuant to
which Alphatrade may issue "freely tradeable" shares (except as may be limited
by "affiliate" status) of its common stock as payment for services rendered
pursuant to an S-8 Registration Statement to be filed with the Commission by
Alphatrade;
NOW, THEREFORE, in consideration of the mutual covenants and promises
obtained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment
Alphatrade hereby employs the Consultants and the Consultants hereby accept
such employment, and have and will perform the services requested by
management of Alphatrade to its satisfaction during the term hereof. The
services performed by the Consultants hereunder have been and will be
personally rendered by the Consultants, and no one acting for or on behalf of
the Consultants, except those persons normally employed by the consultants in
rendering services to others, such as secretaries, bookkeepers and the like.
1.2 Independent Contractors
Regardless of the Consultants' status as "employees" under Rule 405 of the
Commission, all services rendered by the Consultants hereunder have been
rendered as independent contractors, and the Consultants shall be liable for
any FICA taxes, withholding or other similar taxes or charges, and the
Consultants shall indemnify and hold Alphatrade harmless therefrom; it is
understood and agreed that the value of all such items has been taken into
account by the Consultants in computing the billable rate for the services the
Consultants have rendered and agreed to render to Alphatrade.
1.3 Term
All services performed at the request of Alphatrade by the Consultants shall
have been performed within 120 days from the date hereof, at which time this
Plan may be extended for an additional 120-day period by written agreement of
Alphatrade and any of the Consultants.
1.4 Payment
Alphatrade and the Consultants agree that Alphatrade shall pay the invoices of
the Consultants for the services performed under this plan by the issuance of
shares of its common stock at a price per share that is equal to the amount of
the maximum value of the services to be rendered by each Consultant as indicated
on the appropriate counterpart signature page hereof, divided by the amount of
the maximum number of shares to be issued to such Consultant as set forth
therein; provided, however, such shares of common stock shall be issued pursuant
to and shall be subject to the filing and effectiveness of a Registration
Statement on Form S-8 covering such shares with the Commission.
1.5 Invoices for Services
On the completion of rendering the services performed by the Consultants
hereunder, each of the Consultants shall provide Alphatrade with a written
invoice detailing the services duly performed. Such invoice shall be paid by
Alphatrade in accordance with Section 1.4 above, subject to the satisfaction
of the Management of Alphatrade that the services have been performed, and to
the extent performed, that the performance was in a satisfactory manner. The
submission of an invoice for the services performed by each of the Consultants
shall be deemed to be a subscription by the respective Consultants to purchase
shares of common stock of Alphatrade at the price outlined in Section 1.4
above, subject only to the filing and effectiveness of a Registration
Statement on Form S-8 covering such shares with the Commission.
1.6 Common Stock Price
To the extent deemed required or necessary and for all purposes of this Plan,
the Consultants shall have an "option" covering such shares of common stock at
the per share price set forth in paragraph 1.4 above during the term hereof;
the Consultants assume the risk of any decrease in the per share price or value
of the shares of common stock of Alphatrade that may be issued by Alphatrade
for services performed by the Consultants hereunder; and the Consultants agree
that any such decrease shall in no way affect the rights, obligations or duties
of the Consultants hereunder.
1.7 Limitation on Services
None of the services rendered by the Consultants and paid for by the issuance of
shares of common stock of Alphatrade shall be services related to any "capital
raising" transaction.
1.8 Delivery of Shares
On submission of an invoice for services actually performed by the respective
Consultants, and duly verified to the satisfaction of Alphatrade, and subject to
the filing and effectiveness of a Registration Statement on Form S-8 of the
Commission covering such shares, one or more stock certificates representing
such shares shall be delivered to the respective Consultants at the addresses
listed on the Counterpart Signature Pages, unless another address shall be
provided to Alphatrade in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and Price Per Share
AlphaTrade and the Consultants agree that the share price of shares of common
stock that may be issued by AlphaTrade to the Consultants for services
performed under this Plan has been arbitrarily set by AlphaTrade; however, in
the event AlphaTrade shall undergo a merger, consolidation, reorganization, or
recapitalization, declare a stock dividend of its shares of common stock or
cause to be implemented a forward or reverse stock split which affects the
present number of issued and outstanding shares of common stock of AlphaTrade
prior to the issuance of shares to the Consultants, that the per share price
and the number of shares issuable to the Consultants for services actually
rendered hereunder after such event shall be appropriately adjusted to reflect
any such event.
1.10 Effective Date
The Effective Date of the Plan for each of the Consultants shall be the date
set forth on the respective Counterpart Signature Pages.
Section 2
Representations and Warranties of Alphatrade
AlphaTrade represents and warrants to, and covenants with the Consultants
as follows:
2.1 Corporate Status
AlphaTrade is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada.
2.2 Compensation Plan
The board of Directors of AlphaTrade has duly adopted a Compensation Plan as
defined in Rule 405 of the Commission pursuant to which AlphaTrade may issue
"freely tradeable" shares of its common stock as payment for services
rendered, subject to the filing and effectiveness of an S-8 Registration
Statement to be filed with the Commission by AlphaTrade.
2.3 Registration Statement on Form S-8
AlphaTrade shall engage the services of a competent professional to prepare
and file a Registration Statement on Form S-8 with the Commission to cover the
shares of common stock to be issued under the Plan; shall cooperate with such
professional in every manner whatsoever to the extent reasonably required or
necessary so that such Registration Statement shall be competently prepared,
which Registration Statement shall not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading, and which Registration Statement shall become effective
immediately upon its filing; such Registration Statement shall be prepared at
the sole cost and expense of AlphaTrade; and AlphaTrade will provide to the
Consultants prior to the issuance and delivery of any such shares of common
stock a copy of such Registration Statement, the Compensation Plan adopted by
its Board of Directors, all quarterly, annual or current reports or other
documents incorporated by reference into such Registration Statement an any
other similar reports filed or publicly disseminated following the effective
day of any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations
AlphaTrade shall fully comply with any and all Federal or State Securities,
Laws, Rules and Regulations governing the issuance of any such shares of
common stock.
2.5 Limitation on Services
Alphatrade shall not request the Consultants to perform any services in
connection with any "capital raising" transaction under this Plan.
2.6 Reports with the Commission
Alphatrade is required to file reports with the Commission pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and Alphatrade has or will file with the Commission all reports
required to be filed by it forthwith, and shall continue to file such reports
with the Commission so long as required, but for a period of not less than one
year; and such reports are or will be true and correct in every material
respect.
2.7 Corporate Authority and Due Authorization
Alphatrade has a full corporate power and authority to enter in this Plan to
carry out its obligations hereunder. Execution of this Plan and performance
by Alphatrade hereunder have been duly authorized by all requisite corporate
action on the part of Alphatrade, and this Plan constitutes a valid and
binding obligation of Alphatrade and performance hereunder will not violate
any provision of the Articles of Incorporation, Bylaws, agreements, mortgages
or other commitments of Alphatrade.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants with
Alphatrade as follows:
3.1 Employment
Each of the Consultants hereby accepts employment by Alphatrade for the
services performed pursuant to this Agreement. The services performed by the
Consultants hereunder have been personally rendered by the Consultants, and no
one acting for or on behalf of the Consultants.
3.2 Accredited Investors
Each of the Consultants represents and warrants that, by reason of income, net
assets, education, background and business acumen, the Consultants have the
experience and knowledge to evaluate the risks and merits attendant to an
investment in shares of common stock of Alphatrade, either singly or through
the aid and assistance of a competent professional, and are fully capable of
bearing the economic risk of loss of the total investment of services;
further, they are "accredited investors" as the term is defined under the 1933
Act or the rules and regulations promulgated thereunder.
3.3 Suitability of Investment
Prior to the execution of this Plan, each of the Consultants shall have
provided the services outlined in the respective Counterpart Signature Pages
to Alphatrade, and the Consultants, singly, or through the advice of a
competent professional fully believe that an investment in shares of common
stock of Alphatrade is a suitable investment for the Consultants.
3.4 Limitation on Services
None of the services rendered by the Consultants and paid for by the issuance
of shares of common stock of Alphatrade is a suitable investment for the
Consultants.
3.5 Authority and Authorization
Each of the Consultants has full power and authority to enter into this Plan
and carry out the obligations hereunder. Execution of this Plan and
performance by the Consultants hereunder constitutes a valid and binding
obligation of the Consultants and performance hereunder will not violate any
other agreement to which any of the Consultants is a party.
Section 4
Indemnity
AlphaTrade and the Consultants agree to indemnify and hold the other
harmless for any loss or damage resulting from any misstatement of a material
fact or omission to state a material fact by the other contained herein or
contained in the S-8 Registration Statement of Alphatrade to be filed
hereunder, to the extent that any misstatement or omission contained in the
Registration Statement was based upon information supplied by the other.
Section 5
Termination
Prior to the performance of services hereunder, this Plan may be
terminated
(1) by mutual consent of Alphatrade and the respective Consultants in
writing;
(2) by either the Directors of Alphatrade or the respective Consultants
if there has been a material misrepresentation or material breach of any
warranty or covenant by the other party; and
(3) shall automatically terminate at the expiration of the term hereof,
provided, however, all representations and warranties shall survive the
termination hereof; provided, further, however, that any obligation of
Alphatrade to pay for any services actually rendered by the Consultants
hereunder shall survive any such termination.
Section 6
General Provisions
6.1 Further Assurances
At any time, and from time to time, after the execution hereof, each party
will execute such additional instruments and take such action as may be
reasonably requested by the other party to carry out the intent and purposes
of this Plan.
6.2 Notices
All notices and other communications hereunder shall be in writing and shall
be deemed to have been given if delivered in person or sent by prepaid first-
class registered or certified mail, return receipt requested, as follows:
If to Alphatrade: Suite 400, 1111 West Georgia Street
Vancouver, British Columbia, Canada V6E 4M3
If to Consultants: the addresses listed on the Counterpart
Signature Pages
6.3 Entire Agreement
This Plan constitutes the entire agreement between the parties and supersedes
and cancels any other agreement, representations, or communication, whether
oral or written, between the parties hereto relating to the transactions
contemplated herein or the subject matter hereof.
6.4 Headings
The section and subsection headings in this Plan are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Plan.
6.5 Governing Law
This Plan shall be governed by and construed and enforced in accordance with
the Laws of the State of Nevada, except to the extent pre-empted by Federal
Law, in which event (and to that extent only, Federal Law shall govern).
6.6 Assignment
Neither Alphatrade nor the Consultants can assign any rights, duties or
obligations under this Plan, and in the event of any such assignment, such
assignment shall be deemed null and void.
6.7 Counterparts
This Plan may be executed simultaneously in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan effective the day and
year first above written.
AlphaTrade.com
By /s/ Penny Perfect
-----------------
Penny Perfect, President/Director
<PAGE>
EXHIBIT 'A'
CONSULTANT COMPENSATION AGREEMENT NO. 2
COUNTERPART SIGNATURE PAGE
This Counterpart Signature Page for that certain Consultant Compensation
Agreement No. 2 between Alphatrade.com, Inc. and the undersigned Consultant is
executed as of the date set forth herein below.
Consultant: William Pinkney
1517 Greenstone Court
Coquitlam, B.C. Canada V3E 2W2
/s/ William Pinkney
-------------------
(Signature)
Date: December 26, 2000
Number of Shares and
Maximum Value of Services
General Description of Services to be performed
Introducing company to Latin American
Markets. 750,000 shares
$75,000
<PAGE>
EXHIBIT A-1
[Letterhead of William Pinkney]
December 14, 2000
Branden T. Burningham
Attorney at Law
455 East Fifth South, Suite 205
Salt Lake City, Utah 84111
Dear Mr. Burningham:
I have read your Memorandum with respect to the types of consulting services
that are acceptable to be compensated in S8 registered stock.
I will not be rendering any services to AlphaTrade that deal with the
Company's securities. These shares are for my fees and will not be issued to
anyone but myself.
I will not be involved in any capital raising activities.
My services will be entirely related to marketing the E-Gate suite of
financial tools in Central and Latin America.
I trust that this is the information requested.
Yours very truly,
/s/ William Pinkney
WILLIAM PINKNEY
<PAGE>
EXHIBIT 'B'
CONSULTANT COMPENSATION AGREEMENT NO. 2
COUNTERPART SIGNATURE PAGE
This Counterpart Signature Page for that certain Consultant Compensation
Agreement No. 2 between Alphatrade.com, Inc. and the undersigned Consultant is
executed as of the date set forth herein below.
Consultant: Katharine Johnston
AlphaTrade.com
Suite 400, 1111 West Georgia Street
Vancouver, British Columbia, Canada V6E 4M3
/s/ Katharine Johnston
----------------------
(Signature)
Date: December 26, 2000
Number of Shares and
Maximum Value of Services
General Description of Services to be performed
Services in the administration, legal
and accounting departments 400,000 shares
$40,000
<PAGE>
EXHIBIT B-1
[Letterhead of Katharine Johnston]
January 3, 2001
Branden T. Burningham
Attorney at Law
455 East Fifth South, Suite 205
Salt Lake City, Utah 84111
Dear Mr. Burningham:
I have read your Memorandum with respect to the types of consulting services
that are acceptable to be compensated in S8 registered stock.
I will not be rendering any services to AlphaTrade that deal with the
Company's securities. These shares are for my fees and will not be issued to
anyone but myself.
I will not be involved in any capital raising activities.
I trust that this is the information requested.
Yours very truly,
/s/ Katharine Johnston
KATHARINE JOHNSTON
