EXHIBIT 99.1
Consultant Compensation Agreement
This Agreement is made effective as of October 18, 2000, by and between:
Medi-Hut Co., Inc., a Delaware corporation and John Clayton an individual
residing in Salt Lake City, Utah.
In this Agreement, the party who is contracting to receive services
shall be referred to as "Medi-Hut", and the party who will be providing the
services shall be referred to as "Clayton". Clayton has a background in
corporate development and business consulting with expertise in the
development of publicly traded companies. Specifically developing a business
and management plan for the company's expected growth over the next year.
Medi-Hut desires to have services provided by Clayton.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Clayton has been performing and shall
perform the following services for Medi-Hut: corporate development and
business consulting.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Clayton shall be determined
by Clayton. Medi-Hut will rely on Clayton to work as many hours as may be
reasonably necessary to fulfill Clayton's obligations under this Agreement.
3. PAYMENT. Medi-Hut grants Clayton warrants to purchase 100,000 shares
of common stock in Medi-Hut at an exercise price of $3.00 per share. These
warrants may be exercised at any time from the date of this agreement to 3
years thereafter. Medi-Hut agrees to register for resale, at its expense, the
shares issuable upon exercise of the warrants. This registration obligation
includes Medi-Hut's obligation to (i) use its best efforts to register or
qualify the shares acquired upon exercise of the warrants for offer or sale
under state securities or blue sky laws of such jurisdictions as Clayton shall
reasonably request and do any and all other acts and things which may be
necessary or advisable to enable Clayton to consummate the proposed sale,
transfer or other disposition of such securities in any jurisdiction; and (ii)
furnish to Clayton any prospectus included in any such registration statement,
and all amendments and supplements to such documents, in each case as soon as
available and in such quantities as Clayton may from time to time reasonably
request.
4. NEW PROJECT APPROVAL. Clayton and Medi-Hut recognize that Clayton's
Services will include working on various projects for Medi-Hut. Clayton shall
obtain the approval of Medi-Hut prior to the commencement of a new project.
5. TERM/TERMINATION. This Agreement may be terminated by either party
upon 90 days notice to the other party.
6. RELATIONSHIP OF PARTIES. It is understood by the parties that Clayton
is an independent contractor with respect to Medi-Hut, and not an employee of
Medi-Hut. Medi-Hut
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will not provide fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of Clayton.
7. DISCLOSURE. Clayton is required to disclose any outside activities or
interests, including ownership or participation in the development of prior
inventions, that conflict or may conflict with the best interests of Medi-Hut.
Disclosure is required under this paragraph if the activity or interest is
related, directly or indirectly, to:
- a product or product line of Medi-Hut
- a manufacturing process of Medi-Hut
- a customer or potential customer of Medi-Hut
- a product or system design of Medi-Hut - a distributor, reseller or OEM of
Medi-Hut
8. INDEMNIFICATION. Clayton agrees to indemnify and hold Medi-Hut
harmless from all claims, losses, expenses, fees including attorney fees,
costs, and judgments that may be asserted against Medi-Hut that result from
the acts or omissions of Clayton, Clayton's employees, if any, and Clayton's
agents.
9. ASSIGNMENT. Clayton's obligations under this Agreement may not be
assigned or transferred to any other person, firm, or corporation without the
prior written consent of Medi-Hut.
10. NONSOLICITATION. During the term of this Agreement, and for 6 months
thereafter, Clayton shall not solicit or hire Medi-Hut's employees to work for
it, nor shall he solicit Medi-Hut's customers to sell products substantially
similar to Medi-Hut's products. During the term of this Agreement, and for 6
months thereafter, Clayton shall not compete, directly or indirectly with
Medi-Hut, in producing, selling and distributing products that are
substantially similar to Medi-Hut's products.
11. CONFIDENTIALITY. Medi-Hut recognizes that Clayton has and will have
the following information:
- inventions
- products
- prices
- costs
- discounts
- future plans
- business affairs
- trade secrets
- technical information
- customer lists
- product design information
- copyrights
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and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of Medi-Hut and need to be protected from
improper disclosure. In consideration for the disclosure of the Information,
Clayton agrees that he will not at any time or in any manner, either directly
or indirectly, use any Information for Clayton's own benefit, or divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of Medi-Hut. Clayton will protect the
Information and treat it as strictly confidential. A violation of this
paragraph shall be a material violation of this Agreement.
12. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Clayton
has disclosed (or has threatened to disclose) Information in violation of this
Agreement, Medi-Hut shall be entitled to an injunction to restrain Clayton
from disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed.
13. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of
this Agreement shall remain in full force and effect after the termination of
this Agreement.
14. RETURN OF RECORDS. Upon termination of this Agreement, Clayton shall
deliver all records, notes, data, memoranda, models, and equipment of any
nature that are in Clayton's possession or under Clayton's control and that
are Medi-Hut's property or relate to Medi-Hut's business.
15. NOTICES. All notices required or permitted under this Agreement
shall be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage prepaid, addressed as follows:
IF for Medi-Hut:
Medi-Hut Co., Inc.
1935 Swarthmore Ave.
Lakewood, New Jersey 08701
IF for Clayton:
John Clayton
PO Box 2033
Sandy, Utah 84091
Such address may be changed from time to time by either party by
providing written notice to the other in the manner set forth above.
16. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any prior written
or oral agreements between the parties.
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17. AMENDMENT. This Agreement may be modified or amended if the
amendment is made in writing and is signed by both parties.
18. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid and enforceable, then such provision shall be
deemed to be written, construed, and enforced as so limited.
19. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement.
20. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of New Jersey.
Party receiving services: Medi-Hut Co., Inc.
/s/ Joseph Sanpietro
By: ______________________________________
Joseph Sanpietro
President
Party providing services:
/s/ John Clayton
__________________________________________
John Clayton
November 1, 2000
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Exhibit A to Compensation Agreement
JOHN CLAYTON
P.O. BOX 2033
SANDY, UTAH 84091
December 13, 2000
Cindy Shy, Attorney
525 South 300 East
Salt Lake City, Utah 84111
Re: Compensation Consultant Agreement
Dear Ms. Shy:
Thank you for your letter dated December 12, 2000, regarding the
limitations regarding the eligibility of consultants and advisors for Form S-8
securities.
I have an extensive background in corporate development and business
consulting with expertise in the development of publicly traded companies.
However, the services I will provide to Medi-Hut in consideration for the S-8
securities will be limited to corporate development and business consulting.
More specifically, relating to management development and creating a operating
business model for the company and its management.
I acknowledge receipt of a copy of all reports filed by the Company with
the Securities and Exchange Commission during the past 12 months, and a copy
of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ John Clayton
John Clayton
cc: Medi-Hut, Co., Inc.
