<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OLERAMMA, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 86-0931332
- ------------------------------- ----------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5085 Lift Drive, Suite 201, Colorado Springs, CO 80919
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 410-2225
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EMPLOYMENT AGREEMENT
BONUS SHARES ISSUABLE TO RON REDDICK AND
SHANE L. WEISKIRCHER DATED AS OF MARCH 22, 2000
UNDER AN EMPLOYMENT AGREEMENT WITH
OLERAMMA, INC.
AND
CONSULTING AGREEMENTS
DATED AS OF MARCH 22, 2000
BETWEEN THE REGISTRANT AND
DR. LAWRENCE MADOFF, MD, T. J. JESKY,
T. W. OWEN, YADA SCHNIEDER
LARRY FARNSWORTH, DR. DAROLD OPP,
AND DOUGLASS OBERAN
(Full title of the plans)
Richard Lindberg
5085 Lift Drive, Suite 201
Colorado Springs, CO 80919
(Name and address of agent for service)
(800) 410-2225
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
Thomas C. Cook, Esq.
Thomas C. Cook and Associates, Ltd.
3110 South Valley View, Suite 106
Las Vegas, Nevada 89102
(702) 876-5941
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price offering registration
to be registered registered per unit price fee
- ------------------------------------------------------------------------------
Common Stock, par 1,675,000 Shares $1.75 $2,931,250 $ 773.85
value, $.001 per
share
- ------------------------------------------------------------------------------
*Estimated solely for purposes of calculating the registration fee.
Calculated in accordance with Rule 457(c) under the Securities Act of 1933
based upon the average of the bid and asked price of Common Stock of
Oleramma, Inc. as reported on the NASD over-the-counter bulletin board
on March 22, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Oleramma, Inc., a Nevada corporation (the "Company"), are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1999, September 30, 1999 filed pursuant to the
Exchange Act;
(c) The Company's Registration Statement of the Company on Form
10-SB filed on April 29, 1999 registering the Company's
Common Stock, par value $.001 per Share (the "Common Stock"),
under Section 12 of the Securities Exchange Act of 1934 which
contains a description of the Common Stock, filed pursuant to
the Securities Act; and
(d) All other reports of the Company filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end
of the fiscal year ended December 31, 1999.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION OF
EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE
FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF
THE SECURTIES AND EXCHANGE COMMISSION SUCH NDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
In addition, Section 78.751 of the Nevada General Corporation Laws provides as
follows: 78.751 Indemnification of officers, directors, employees and agents;
advance of expenses.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, including attorney's fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suitor proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsections 1 and 2, or in defense of any claim,
issue or matter therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably incurred by him
in connection with the defense.
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4. Any indemnification under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders: (b) By the board of
directors by majority vote of a quorum consisting o directors who were not
parties to act, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting of directors who were not parties to the act, suit or proceeding
cannot to obtained, by independent legal counsel in a written
opinion; or
5. The Articles of Incorporation, the Bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than the directors
or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section: (a) Does not exclude any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made pursuant to subsection 5,
may not be made to or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action. (b) Continues for a person who has ceased to be a director,
officer, employee or agent and endures to the benefit of the heirs, executors
and administrators of such a person. Insofar as indemnification for
liabilities arising under 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 the 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, the 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
4.1 - Employment Agreement dated March 22, 2000 between
Oleramma, Inc., and Ron Reddick.
4.2 - Employment Agreement dated March 22, 2000 between
Oleramma, Inc., and Shane L Weiskircher.
4.3 - Consulting Agreement dated March 22, 2000 between
OLRM and Lawrence Madoff, M.D.
4.4 - Consulting Agreement dated March 22, 2000 between
OLRM and T. J. Jesky
4.5 - Consulting Agreement dated March 22, 2000 between
OLRM and T. W. Owen
4.6 - Consulting Agreement dated March 22, 2000 between
OLRM and Douglas Oberan
4.7 - Consulting Agreement dated March 22, 2000 between
OLRM and Yada Schnieder.
4.8 - Consulting Agreement dated March 22, 2000 between
OLRM and Larry Farnsworth.
4.9 - Consulting Agreement dated March 22, 2000 between
OLRM and Dr. Darold Opp.
5.1 - Opinion of Thomas C. Cook and Associates, Ltd.
23.1 - Consent of Thomas C. Cook and Associates, Ltd.
(included in Exhibit 5).
23.2 - Consent of Barry Friedman, CPA
24.1 - Power of Attorney (included in signature page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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 Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 payment by the Company of expenses paid
or incurred by a director, officer or controlling person of the Company 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, the Company 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 Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Colorado Springs, the State of
Colorado, on this 27th day of March, 2000.
OLERAMMA, INC.
By:/s/ Richard Lindberg
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Richard Lindberg, President
POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard Lindberg and Mysha
M. Lankhorst, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for them and in
their name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents
or any of them or their substitutes may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ Richard Lindberg March 27, 2000
- -----------------------------
Richard Lindberg
President
/s/ Mysha M. Lankhorst March 27, 2000
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Mysha M. Lankhorst, Secretary
/s/ Larry Hunter March 27, 2000
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Larry Hunter, Director
/s/ Bry Behrmann March 27, 2000
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Bry Behrmann, Director
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EXHIBIT 4.1
Mr. Ron Reddick March 22, 2000
5085 Lift Drive, Suite 201
Colorado Springs, CO 80919
Dear Ron:
Position Offered: We are very pleased to offer you the position of Executive
Vice President, Director of Sales and Marketing for Oleramma, Inc. You will
become an Officer of the Company.
Signing Bonus: You will also be entitled to receive a signing bonus of 120,000
Shares ("Bonus Shares") . These Bonus Shares will issued in the amount of
10,000 Bonus Shares per month commencing on the April 30th, 2000 and continuing
for the next 11 months, issued on the last business day of each month. If you
decide not to commence employment by the start date all Bonus Shares shall be
returned to Oleramma, Inc. forthwith.
Termination: Oleramma Inc. agrees to pay you a separation allowance of three
month's base salary if you are terminated by Oleramma Inc., for any reason,
other than for just cause. You will be entitled to keep all Bonus Shares
earned up to the point of Termination including the Bonus Shares due for the
current month that said termination takes place. Furthermore, at the point of
Termination this agreement and all future Bonus Shares as well as this
agreement will be canceled.
If you are terminated by Oleramma, Inc. for just cause (which shall include
unsatisfactory performance as may be reasonably determined by the Board of
Directors) you will not be entitled to a separation allowance, however you will
keep all Bonus Shares earned through the end of the current month in which you
are terminated.
If you voluntarily terminate (resign) your employment agreement for any reason
you will not be entitled to the separation allowance listed above, however you
would retain all Bonus Shares earned though the end of the current month that
such termination (resignation ) was tendered.
Non-Disclosure: You will be required to sign a nondisclosure agreement.
Full-Time Position: You will be required to devote your services full-time to
Oleramma and agree to limit outside business activities to nonactive, passive
investments. Examples of these activities include management of employee's
personal financial assets such as financial instruments or real estate, either
directly or through closely held business entities. Direct roles in outside
businesses must be pre-approved by the Board of Directors on an individual
basis.
Start Date: Your proposed start date with Oleramma is April 1, 2000 or
earlier, and all documentation and financial transactions are to be completed
by then.
Entire Agreement:: This document fully includes or describes all principal
terms and conditions of your employment and there are no other representations
either verbal or otherwise.
We look forward to your acceptance of this offer, and welcome you as a key
member of the operational team at Oleramma, Inc.
Yours truly,
OLERAMMA, INC.
/s/ Larry Hunter
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Larry Hunter, Director
/s/ Bry Behrmann
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Bry Behrmann, Director
Please indicate your acceptance of this offer by signing below.
/s/ Ron Reddick
- -----------------------------------
Ron Reddick Date: March 22, 2000
<PAGE>
EXHIBIT 4.2
Shane L. Weiskircher
3480 Jullion Way
Boise ID 83704
Dear Shane:
Position Offered: We are very pleased to offer you the position of Vice
President, Internet Research for Oleramma, Inc. You will become an Officer
of the Company.
Signing Bonus: You will also be entitled to receive a signing bonus of 60,000
Shares ("Bonus Shares") . These Bonus Shares will issued in the amount of
5,000 Bonus Shares per month commencing on the April 1, 2000 and continuing
for the next 11 months on he 1st business day of each month. If you decide
not to commence employment by the start date all Bonus Shares shall be
returned to Oleramma, Inc. forthwith.
Termination: Oleramma, Inc. agrees to pay you a separation allowance of three
month's base salary if you are terminated by Oleramma, Inc., for any reason,
other than for just cause. You will be entitled to keep all Bonus Shares
earned up to the point of Termination including the Bonus Shares due for the
current month that said termination takes place. Furthermore, at the point of
Termination this agreement and all future Bonus Shares as well as this
agreement will be canceled.
If you are terminated by Oleramma, Inc. for just cause (which shall include
unsatisfactory performance as may be reasonably determined by the Board of
Directors) you will not be entitled to a separation allowance, however you will
keep all Bonus Shares earned through the end of the current month in which you
are terminated.
If you voluntarily terminate (resign) your employment agreement for any reason
you will not be entitled to the separation allowance listed above, however you
would retain all Bonus Shares earned though the end of the current month that
such termination (resignation ) was tendered.
Non-Disclosure: You will be required to sign a nondisclosure agreement.
Full-Time Position: You will be required to devote your services full-time to
Oleramma and agree to limit outside business activities to nonactive, passive
investments. Examples of these activities include management of employee's
personal financial assets such as financial instruments or real estate, either
directly or through closely held business entities. Direct roles in outside
businesses must be pre-approved by the Board of Directors on an individual
basis.
Start Date: Your proposed start date with Oleramma is April 1, 2000 or earlier,
and all documentation and financial transactions are to be completed by then.
Entire Agreement:: This document fully includes or describes all principal
terms and conditions of your employment and there are no other representations
either verbal or otherwise.
We look forward to your acceptance of this offer, and welcome you as a key
member of the operational team at Oleramma, Inc.
Yours truly,
OLERAMMA, INC.
/s/ Larry Hunter
- --------------------------
Larry Hunter, Director
/s/ Bry Behrmann
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Bry Behrmann, Director
Please indicate your acceptance of this offer by signing below.
/s/ Shane L. Weiskircher
- -----------------------------------------------
Shane L. Weiskircher Date: March 22, 2000
<PAGE>
EXHIBIT 4.3
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 22nd day of March, 2000, by
and between Oleramma, Inc. ("Issuer") and the undersigned Dr. Lawrence Madoff,
M.D. ("Consultant").
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be
retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services
by issuing Shares of Issuer's common stock, and Consultant desires to be
compensated by the receipt of such Shares.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree that:
1.1 For a period of 180 days after the date of this agreement, Dr. Lawrence
Madoff, M.D, who is a medical physician shall serve as a consultant to Issuer
and serve as a Guest Host, for the program "Ask the Doc," for the Issuer's
interactive Web Site, and to provide services within guidelines to be
established by Issuer from time to time (the "Consulting Services"); and
1.2 Issuer agrees to issue to Consultant and Consultant agrees to accept from
Issuer, as compensation for the Consulting Services, that number of Shares of
Issuer's common stock which is set forth on the Signature page of this
Agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to register the
issuance of the Shares to Consultant by filing a Form S-8 registration
statement (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
Promptly after the Registration Statement becomes effective, Issuer shall issue
a stock certificate representing the Shares to Consultant and shall deliver the
stock certificate at the address specified by Consultant in the delivery
instructions on the signature page of this agreement.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:
3.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and subsisting
under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this agreement and
(subject to its execution by Consultant) it constitutes a valid and binding
agreement of Issuer enforceable in accordance with its terms against Issuer,
except as such enforceability may be limited by principles of public policy,
and subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other than common
stock as of the date of this agreement. Issuer is authorized to issue
20,000,000 Shares of Common Stock, of which 6,767,200 Shares are issued
and outstanding. All of Issuer's outstanding Shares of Common Stock have
been duly and validly issued and are fully paid, non-assessable and not
subject to any preemptive or similar rights; and the Shares have been duly
authorized and, when issued and delivered to Consultant as payment for
services rendered as provided by this agreement, will be validly issued,
fully paid and non-assessable, and the issuance of such Shares will not be
subject to any preemptive or similar rights.
4. MISCELLANEOUS.
4.1 Assignment. This Agreement is not Transferable or Assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall be entitled
to rely on delivery by facsimile transmission of an executed copy of this
agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 Titles. The titles of the sections and subsections of this agreement are
for the convenience of reference only and are not to be considered in
construing this agreement.
4.4 Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
4.5 Entire Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters herein
and supersedes and replaces any prior agreements and understandings, whether
oral or written, between them with respect to such matters.
4.6 Waiver and Amendment. Except as otherwise provided herein, the provisions
of this agreement may be waived, altered, amended or repealed, in whole or in
part, only upon the mutual written agreement of Consultant and Issuer.
4.7 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
4.8 Governing Law. This agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada without reference to
its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
"ISSUER"
OLERAMMA, INC.
/s/ Richard Lindberg
- -----------------------
Richard Lindberg
"CONSULTANT"
Dr. Lawrence Madoff, M.D.
/s/ Lawrence Madoff, M.D.
- ---------------------------
Signature
Dr. Lawrence Madoff, M.D
Vegas Medical Center
Polo Towers Plaza
3743 S. Las Vegas Blvd., Suite 107
Las Vegas NV 89109
702 892-8581
250,000 Shares
Number of Shares to be issued to Dr. Lawrence Madoff, M.D pursuant to this
Agreement.
<PAGE>
EXHIBIT 4.4
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 22nd day of March, 2000, by
and between Oleramma, Inc. ("Issuer") and the undersigned T.J. Jesky
("Consultant").
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be
retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services
by issuing Shares of Issuer's common stock, and Consultant desires to be
compensated by the receipt of such Shares.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree that:
1.1 For a period of 360 days after the date of this agreement, Consultant shall
serve as a consultant to Issuer in locating potential business opportunities
and developing business strategies for Issuer within guidelines to be
established by Issuer from time to time (the "Consulting Services"); and
1.2 Issuer agrees to issue to Consultant and Consultant agrees to accept from
Issuer, as compensation for the Consulting Services, that number of Shares of
Issuer's common stock which is set forth on the Signature page of this
Agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to register the
issuance of the Shares to Consultant by filing a Form S-8 registration
statement (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
Promptly after the Registration Statement becomes effective, Issuer shall issue
a stock certificate representing the Shares to Consultant and shall deliver the
stock certificate at the address specified by Consultant in the delivery
instructions on the signature page of this agreement.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:
3.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and subsisting
under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this agreement
and (subject to its execution by Consultant) it constitutes a valid and binding
agreement of Issuer enforceable in accordance with its terms against Issuer,
except as such enforceability may be limited by principles of public policy,
and subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other than common
stock as of the date of this agreement. Issuer is authorized to issue
20,000,000 Shares of Common Stock, of which 6,767,200 Shares are issued
and outstanding. All of Issuer's outstanding Shares of Common Stock have
been duly and validly issued and are fully paid, non-assessable and not
subject to any preemptive or similar rights; and the Shares have been duly
authorized and, when issued and delivered to Consultant as payment for
services rendered as provided by this agreement, will be validly issued,
fully paid and non-assessable, and the issuance of such Shares will not be
subject to any preemptive or similar rights.
4. MISCELLANEOUS.
4.1 Assignment. This Agreement is not Transferable or Assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall be entitled
to rely on delivery by facsimile transmission of an executed copy of this
agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 Titles. The titles of the sections and subsections of this agreement are
for the convenience of reference only and are not to be considered in
construing this agreement.
4.4 Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
4.5 Entire Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters herein
and supersedes and replaces any prior agreements and understandings, whether
oral or written, between them with respect to such matters.
4.6 Waiver and Amendment. Except as otherwise provided herein, the provisions
of this agreement may be waived, altered, amended or repealed, in whole or in
part, only upon the mutual written agreement of Consultant and Issuer.
4.7 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
4.8 Governing Law. This agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada without reference to
its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
"ISSUER"
OLERAMMA, INC.
/s/ Richard Lindberg
- -------------------------
Richard Lindberg
President
"CONSULTANT"
T. J. Jesky
/s/ T. J. Jesky
- -----------------------
Signature
T. J. Jesky
1801 E. Tropicana, Suite 9
Las Vegas NV 89119
200,000 (100,000 up front; and 10,000 vested per month for the next 10
months)
<PAGE>
EXHIBIT 4.5
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 22nd day of March, 2000, by
and between Oleramma, Inc. ("Issuer") and the undersigned T. W. Owen
("Consultant").
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be
retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services
by issuing Shares of Issuer's common stock, and Consultant desires to be
compensated by the receipt of such Shares.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree that:
1.1 For a period of 180 days after the date of this agreement, T. W. Owen shall
serve as a consultant to Issuer to provide product research and marketing data
for Issuer and to provide services within guidelines to be established by
Issuer from time to time (the "Consulting Services"); and
1.2 Issuer agrees to issue to Consultant and Consultant agrees to accept from
Issuer, as compensation for the Consulting Services, that number of Shares of
Issuer's common stock which is set forth on the Signature page of this
Agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to register the
issuance of the Shares to Consultant by filing a Form S-8 registration
statement (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
Promptly after the Registration Statement becomes effective, Issuer shall issue
a stock certificate representing the Shares to Consultant and shall deliver the
stock certificate at the address specified by Consultant in the delivery
instructions on the signature page of this agreement.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:
3.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and subsisting
under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this agreement
and (subject to its execution by Consultant) it constitutes a valid and binding
agreement of Issuer enforceable in accordance with its terms against Issuer,
except as such enforceability may be limited by principles of public policy,
and subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other than common
stock as of the date of this agreement. Issuer is authorized to issue
20,000,000 Shares of Common Stock, of which 6,767,200 Shares are issued
and outstanding. All of Issuer's outstanding Shares of Common Stock have
been duly and validly issued and are fully paid, non-assessable and not
subject to any preemptive or similar rights; and the Shares have been duly
authorized and, when issued and delivered to Consultant as payment for
services rendered as provided by this agreement, will be validly issued,
fully paid and non-assessable, and the issuance of such Shares will not be
subject to any preemptive or similar rights.
4. MISCELLANEOUS.
4.1 Assignment. This Agreement is not Transferable or Assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall be entitled
to rely on delivery by facsimile transmission of an executed copy of this
agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 Titles. The titles of the sections and subsections of this agreement are
for the convenience of reference only and are not to be considered in
construing this agreement.
4.4 Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
4.5 Entire Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters herein
and supersedes and replaces any prior agreements and understandings, whether
oral or written, between them with respect to such matters.
4.6 Waiver and Amendment. Except as otherwise provided herein, the provisions
of this agreement may be waived, altered, amended or repealed, in whole or in
part, only upon the mutual written agreement of Consultant and Issuer.
4.7 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
4.8 Governing Law. This agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada without reference to
its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
"ISSUER"
OLERAMMA, INC.
/s/ Richard Lindberg
- ---------------------------
Richard Lindberg
President
"CONSULTANT"
T. W. Owen
/s/ T. W. Owen
- -------------------------
Signature
T. W. Owen
2266 A Dawnflower St.,
Las Vegas NV 89121
702 765 7041
125,000 Shares
Number of Shares to be issued
to T. W. Owen pursuant to this
agreement.
<PAGE>
EXHIBIT 4.6
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 22nd day of March, 2000, by
and between Oleramma, Inc. ("Issuer") and the undersigned Douglas Oberan
("Consultant").
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be
retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services
by issuing Shares of Issuer's common stock, and Consultant desires to be
compensated by the receipt of such Shares.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree that:
1.1 For a period of 180 days after the date of this agreement, Douglas Oberan
shall serve as a consultant to Issuer to provide computer programming for
Issuer and to provide services within guidelines to be established by Issuer
from time to time (the "Consulting Services"); and
1.2 Issuer agrees to issue to Consultant and Consultant agrees to accept from
Issuer, as compensation for the Consulting Services, that number of Shares of
Issuer's common stock which is set forth on the Signature page of this
Agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to register the
issuance of the Shares to Consultant by filing a Form S-8 registration
statement (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
Promptly after the Registration Statement becomes effective, Issuer shall issue
a stock certificate representing the Shares to Consultant and shall deliver the
stock certificate at the address specified by Consultant in the delivery
instructions on the signature page of this agreement.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:
3.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and subsisting
under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this agreement
and (subject to its execution by Consultant) it constitutes a valid and binding
agreement of Issuer enforceable in accordance with its terms against Issuer,
except as such enforceability may be limited by principles of public policy,
and subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other than common
stock as of the date of this agreement. Issuer is authorized to issue
20,000,000 Shares of Common Stock, of which 6,767,200 Shares are issued and
outstanding. All of Issuer's outstanding Shares of Common Stock have been
duly and validly issued and are fully paid, non-assessable and not subject
to any preemptive or similar rights; and the Shares have been duly authorized
and, when issued and delivered to Consultant as payment for services rendered
as provided by this agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.
4. MISCELLANEOUS.
4.1 Assignment. This Agreement is not Transferable or Assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall be entitled
to rely on delivery by facsimile transmission of an executed copy of this
agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 Titles. The titles of the sections and subsections of this agreement are
for the convenience of reference only and are not to be considered in
construing this agreement.
4.4 Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
4.5 Entire Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters herein
and supersedes and replaces any prior agreements and understandings, whether
oral or written, between them with respect to such matters.
4.6 Waiver and Amendment. Except as otherwise provided herein, the provisions
of this agreement may be waived, altered, amended or repealed, in whole or in
part, only upon the mutual written agreement of Consultant and Issuer.
4.7 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
4.8 Governing Law. This agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada without reference to
its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
"ISSUER"
OLERAMMA, INC.
/s/ Richard Lindberg
- -------------------------
Richard Lindberg
President
"CONSULTANT"
Douglas Oberan
/s/ Douglas Oberan
- -------------------------
Signature
Douglas Oberan
4819 West Royal Palm Rd,
Glendale, AZ 85302
623 842 1447
250,000 Shares
Number of Shares to be issued to Douglas Oberan pursuant to this agreement.
<PAGE>
EXHIBIT 4.7
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 22nd day of March, 2000, by
and between Oleramma, Inc. ("Issuer") and the undersigned Yada Schnieder
("Consultant").
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be
retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services
by issuing Shares of Issuer's common stock, and Consultant desires to be
compensated by the receipt of such Shares.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree that:
1.1 For a period of 180 days after the date of this agreement, Yada Schnieder
shall serve as a consultant to Issuer to provide computer programming for
Issuer and to provide services within guidelines to be established by Issuer
from time to time (the "Consulting Services"); and
1.2 Issuer agrees to issue to Consultant and Consultant agrees to accept from
Issuer, as compensation for the Consulting Services, that number of Shares of
Issuer's common stock which is set forth on the Signature page of this
Agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to register the
issuance of the Shares to Consultant by filing a Form S-8 registration
statement (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
Promptly after the Registration Statement becomes effective, Issuer shall issue
a stock certificate representing the Shares to Consultant and shall deliver the
stock certificate at the address specified by Consultant in the delivery
instructions on the signature page of this agreement.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:
3.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and subsisting
under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this agreement
and (subject to its execution by Consultant) it constitutes a valid and binding
agreement of Issuer enforceable in accordance with its terms against Issuer,
except as such enforceability may be limited by principles of public policy,
and subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other than common
stock as of the date of this agreement. Issuer is authorized to issue
20,000,000 Shares of Common Stock, of which 6,767,200 Shares are issued and
outstanding. All of Issuer's outstanding Shares of Common Stock have been
duly and validly issued and are fully paid, non-assessable and not subject to
any preemptive or similar rights; and the Shares have been duly authorized and,
when issued and delivered to Consultant as payment for services rendered as
provided by this agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.
4. MISCELLANEOUS.
4.1 Assignment. This Agreement is not Transferable or Assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall be entitled
to rely on delivery by facsimile transmission of an executed copy of this
agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 Titles. The titles of the sections and subsections of this agreement are
for the convenience of reference only and are not to be considered in
construing this agreement.
4.4 Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
4.5 Entire Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters herein
and supersedes and replaces any prior agreements and understandings, whether
oral or written, between them with respect to such matters.
4.6 Waiver and Amendment. Except as otherwise provided herein, the provisions
of this agreement may be waived, altered, amended or repealed, in whole or
in part, only upon the mutual written agreement of Consultant and Issuer.
4.7 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
4.8 Governing Law. This agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada without reference to
its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
"ISSUER"
OLERAMMA, INC.
/s/ Richard Lindberg
- --------------------------
Richard Lindberg
President
"CONSULTANT"
Yada Schnieder
/s/ Yada Schnieder
- -----------------------
Signature
Yada Schnieder
4819 West Royal Palm Rd,
Glendale, AZ 85302
520 567 7184
602 376 4639 cell
300,000 Shares
Number of Shares to be issued
to Yada Schnieder pursuant to
this agreement.
<PAGE>
EXHIBIT 4.8
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 22nd day of March, 2000, by
and between Oleramma, Inc. ("Issuer") and the undersigned Larry Farnsworth
("Consultant").
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be
retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services
by issuing Shares of Issuer's common stock, and Consultant desires to be
compensated by the receipt of such Shares.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree that:
1.1 For a period of 360 days after the date of this agreement, Larry Farnsworth
shall serve as a consultant to Issuer to provide MLM, Network Marketing, and
Sales Force expertise and to provide services within guidelines to be
established by Issuer from time to time (the "Consulting Services"); and
1.2 Issuer agrees to issue to Consultant and Consultant agrees to accept from
Issuer, as compensation for the Consulting Services, that number of Shares of
Issuer's common stock which is set forth on the Signature page of this
Agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to register the
issuance of the Shares to Consultant by filing a Form S-8 registration
statement (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
Promptly after the Registration Statement becomes effective, Issuer shall issue
a stock certificate representing the Shares to Consultant and shall deliver the
stock certificate at the address specified by Consultant in the delivery
instructions on the signature page of this agreement.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:
3.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and subsisting
under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this agreement
and (subject to its execution by Consultant) it constitutes a valid and binding
agreement of Issuer enforceable in accordance with its terms against Issuer,
except as such enforceability may be limited by principles of public policy,
and subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other than common
stock as of the date of this agreement. Issuer is authorized to issue
20,000,000 Shares of Common Stock, of which 6,767,200 Shares are issued and
outstanding. All of Issuer's outstanding Shares of Common Stock have been duly
and validly issued and are fully paid, non-assessable and not subject to any
preemptive or similar rights; and the Shares have been duly authorized and,
when issued and delivered to Consultant as payment for services rendered as
provided by this agreement, will be validly issued, fully paid and non-
assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.
4. MISCELLANEOUS.
4.1 Assignment. This Agreement is not Transferable or Assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall be entitled
to rely on delivery by facsimile transmission of an executed copy of this
agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 Titles. The titles of the sections and subsections of this agreement are
for the convenience of reference only and are not to be considered in
construing this agreement.
4.4 Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
4.5 Entire Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters herein
and supersedes and replaces any prior agreements and understandings, whether
oral or written, between them with respect to such matters.
4.6 Waiver and Amendment. Except as otherwise provided herein, the provisions
of this agreement may be waived, altered, amended or repealed, in whole or in
part, only upon the mutual written agreement of Consultant and Issuer.
4.7 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
4.8 Governing Law. This agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada without reference to
its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
"ISSUER"
OLERAMMA, INC.
/s/ Richard Lindberg
- ------------------------
Richard Lindberg
President
"CONSULTANT"
/s/ Larry Farnsworth
- ------------------------
Larry Farnsworth
Signature
Larry Farnsworth
595 S 14th St.
Boise ID 83702
208 384 1953
250,000 Shares Number of Shares to be issued
to Larry Farnsworth pursuant to this agreement.
<PAGE>
EXHIBIT 4.9
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 22nd day of March, 2000, by
and between Oleramma, Inc. ("Issuer") and the undersigned Dr. Darold Opp, DDS
("Consultant").
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be
retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services
by issuing Shares of Issuer's common stock, and Consultant desires to be
compensated by the receipt of such Shares.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree that:
1.1 For a period of 360 days after the date of this agreement, Dr. Darold Opp,
D.D.S. shall serve as a consultant to Issuer to provide MLM, Network Marketing,
Sales Force expertise as well as inside understanding of the Dentistry
Profession and Radio and TV Broadcast appearances from time to time, and to
provide services within guidelines to be established by Issuer from time to
time (the "Consulting Services"); and
1.2 Issuer agrees to issue to Consultant and Consultant agrees to accept from
Issuer, as compensation for the Consulting Services, that number of Shares of
Issuer's common stock which is set forth on the Signature page of this
Agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to register the
issuance of the Shares to Consultant by filing a Form S-8 registration
statement (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
Promptly after the Registration Statement becomes effective, Issuer shall issue
a stock certificate representing the Shares to Consultant and shall deliver the
stock certificate at the address specified by Consultant in the delivery
instructions on the signature page of this agreement.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:
3.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and subsisting
under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this agreement
and (subject to its execution by Consultant) it constitutes a valid and binding
agreement of Issuer enforceable in accordance with its terms against Issuer,
except as such enforceability may be limited by principles of public policy,
and subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other than common
stock as of the date of this agreement. Issuer is authorized to issue
20,000,000 Shares of Common Stock, of which 6,767,200 Shares are issued
and outstanding. All of Issuer's outstanding Shares of Common Stock have
been duly and validly issued and are fully paid, non-assessable and not
subject to any preemptive or similar rights; and the Shares have been duly
authorized and, when issued and delivered to Consultant as payment for
services rendered as provided by this agreement, will be validly issued,
fully paid and non-assessable, and the issuance of such Shares will not be
subject to any preemptive or similar rights.
4. MISCELLANEOUS.
4.1 Assignment. This Agreement is not Transferable or Assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall be entitled
to rely on delivery by facsimile transmission of an executed copy of this
agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 Titles. The titles of the sections and subsections of this agreement are
for the convenience of reference only and are not to be considered in
construing this agreement.
4.4 Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
4.5 Entire Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters herein
and supersedes and replaces any prior agreements and understandings, whether
oral or written, between them with respect to such matters.
4.6 Waiver and Amendment. Except as otherwise provided herein, the provisions
of this agreement may be waived, altered, amended or repealed, in whole or in
part, only upon the mutual written agreement of Consultant and Issuer.
4.7 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
4.8 Governing Law. This agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada without reference to
its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
"ISSUER"
OLERAMMA, INC.
/s/ Richard Lindberg
- ------------------------
Richard Lindberg
President
"CONSULTANT"
Dr. Darold Opp D.D.S.
/s/ Darold Opp DDS
- ----------------------
Signature
Dr. Darold Opp D.D.S.
1715 6th Avenue S.E.
Aberdeen, SD 57401
605 225 2236
Number of Shares to be issued to Dr. Darold Opp, D.D.S. pursuant to this
agreement 120,000 Shares, 30,000 Shares to be issued immediately and 10,000
Shares per month for a total of 9 months, beginning on May 1, 2000.
<PAGE>
EXHIBIT 5.1
Thomas C. Cook and Associates, Ltd.
Attorneys and Counselors at Law
3110 South Valley View, Suite 106
Las Vegas, Nevada 89102
Thomas C. Cook, Esq. Telephone (702) 876-5941
Admitted to practice in Facsimile (702) 876-8865
Nevada and California www.esquireonline.com
March 27, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Oleramma, Inc.
Registration Statement on Form S-8
Gentlemen:
We have been requested by Oleramma, Inc., a Nevada corporation (the "Company"),
to furnish you with our opinion as to the matters hereinafter set forth in
connection with the above-captioned registration statement (the "Registration
Statement") covering an aggregate of 1,675,000 Shares (the "Shares") of the
Company's common stock, par value $.001 per Share offered on behalf of the
Company in connection with (i) the Company's Consultant Agreements between
Oleramma, Inc. and Lawrence Madoff, M.D., T. J. Jesky, T. W. Owen, Douglas
Oberan, Yada Schnieder, Larry Farnsworth and Dr. Darold Opp and (ii)
Employment Agreement dated March 22, 2000 between Oleramma, Inc. and Ron
Reddick and Shane L. Weiskircher.
In connection with this opinion, we have examined the Registration Statement,
Annual Report, the Company's Articles of Incorporation and By-laws, and such
other documents as we have deemed necessary to enable us to render the opinion
hereinafter expressed.
Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued in accordance with the Plans, will be legally issued, fully paid
and non-assessable.
We render no opinion as to the laws of any jurisdiction other than the internal
laws of the State of Nevada.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our name under the caption "Legal Opinions"
in the prospectus included in the Registration Statement.
Very truly yours,
Thomas C. Cook and Associates, Ltd.
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EXHIBIT 23.2
March 22, 2000
CONSENT OF INDEPENDENT AUDITORS
Barry L. Friedman, P.C., CPA
Certified Public Accountant
1582 Tulita Drive OFFICE (702) 361-8414
Las Vegas, NV 89123 FAX NO. (702) 896-0278
To Whom It May Concern:
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) which grants an aggregate of 1,495,000 Shares
of Common stock of Oleramma, Inc., under certain "Consulting Agreements" with
Lawrence Madoff, M.D., T. J. Jesky, T. W. Owen, Douglas Oberan, Yada Schnieder,
Larry Farnsworth and Dr. Darold Opp. Also, our firm under the caption "Experts"
in the Registration Statement (Form S-8) which grants an aggregate of 180,000
Shares of Common stock under a certain Employment Agreements dated March 22,
2000, between Oleramma, Inc., and Ron Reddick and Shane L. Weiskirch, and to
the incorporation by reference therein of our report dated December 31, 1999,
with respect to the consolidated financial statements of the Company included
in its Registration Statement and annual report on Form 10-SB and Form 10-KSB
filed with the Securities and Exchange Commission.
/s/ Barry Friedman, CPA
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Barry Friedman, CPA
March 27, 2000
