CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made
this 30th day of August, 2000, between Metwood, Inc., a Nevada corporation
("Metwood"), and Michael L. Labertew, who has executed and delivered this
Plan by the execution and delivery of the Counterpart Signature Page which
is designated as Exhibit "A"
WHEREAS, the Board of Directors of Metwood has adopted a
written compensation agreement for compensation of Michael L. Labertew,
attorney at law, a natural person; and
WHEREAS, Metwood engaged Mr. Labertew approximately six
months ago to provide services at the request of and subject to the
satisfaction of its management, and Mr. Labertew provided services prior
to said engagement for Metwood's predecessor, for which Metwood agrees to
compensate Mr. Labertew; and
WHEREAS, Mr. Labertew has provided services at the request
and subject to the approval of the management of Metwood; and
WHEREAS, a general description of the nature of the
services performed and to be performed and the maximum value of such
services under this Plan are listed in the Counterpart Signature Page and
exhibit thereto; and
WHEREAS, Metwood and Mr. Labertew intend that this Plan and
the services performed hereunder shall be made, requested and performed in
such a manner that this Plan shall be a "written compensation agreement"
as defined in Rule 405 of the Securities and Exchange Commission
("Commission") pursuant to which Metwood 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 Metwood;
NOW, THEREFORE, in consideration of the mutual covenants
and promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Metwood hereby employs Mr. Labertew and Mr.
Labertew hereby accepts such employment, and has and will perform the
services requested by management of Metwood to its satisfaction during the
term hereof. The services performed by Mr. Labertew hereunder have been
and will be personally rendered by Mr. Labertew, and no one acting for or
on behalf of Mr. Labertew, except those persons normally employed by Mr.
Labertew in rendering services to others, such as secretaries, bookkeepers
and the like.
1.2 Independent Contractor. Regardless of Mr. Labertew's
status as "employees" under Rule 405 of the Commission, all services
rendered by Mr. Labertew hereunder have been rendered as an independent
contractor, and Mr. Labertew shall be liable for any FICA taxes,
withholding or other similar taxes or charges, and Mr. Labertew shall
indemnify and hold Metwood harmless therefrom; it is understood and agreed
that the value of all such items has been taken into account by Mr.
Labertew in computing the billable rate for the services Mr. Labertew has
rendered and agreed to render to Metwood.
1.3 Term. All services performed at the request of Metwood by
Mr. Labertew have either been performed and completed, or shall be
performed within twelve months from the date hereof, at which time this
Plan shall terminate.
1.4 Payment. Metwood and Mr. Labertew agree that Metwood shall
pay the invoices of Mr. Labertew for the services performed under this
Plan by the issuance of shares of its common stock at a price of $.1035
per share; 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. Mr. Labertew has provided Metwood
with written invoices detailing the services duly performed and/or the
retainer or flat fee for such services. Such invoices shall be paid by
Metwood in accordance with Section 1.4 above. The submission of an invoice
for the services performed by Mr. Labertew shall be deemed to be a
subscription to purchase shares of common stock of Metwood 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, Mr. Labertew 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; Mr. Labertew assumes
the risk of any decrease in the per share price or value of the shares of
common stock of Metwood that may be issued by Metwood for services
performed by Mr. Labertew hereunder, and Mr. Labertew agrees that any such
decrease shall in no way affect the rights, obligations or duties of Mr.
Labertew hereunder.
1.7 Limitation on Services. None of the services rendered by
Mr. Labertew and paid for by the issuance of shares of common stock of
Metwood shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. 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 Mr. Labertew at the addresses listed on the
Counterpart Signature Pages, unless another address shall be provided to
Metwood in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Metwood and Mr. Labertew agree that the per share price
of shares of common stock that may be issued by Metwood to Mr. Labertew
for services performed under this Plan has been arbitrarily set by
Metwood, and was determined based upon an agreed upon value of the stock
six months prior to this Agreement; however, in the event Metwood shall
undergo a merger, consolidation, reorganization, 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 Metwood prior to the
issuance of shares to Mr. Labertew, that the per share price and the
number of shares issuable to Mr. Labertew 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 Mr.
Labertew shall be the date set forth on the respective Counterpart
Signature Pages.
Section 2
Representations and Warranties of Metwood
Metwood represents and warrants to, and covenants with, Mr.
Labertew as follows:
2.1 Corporate Status. Metwood is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Nevada and is licensed or qualified as a foreign corporation in all states
in which the nature of its business or the character or ownership of its
properties makes such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of Metwood has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Metwood 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 Metwood.
2.3 Registration Statement on Form S-8. Metwood 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 such 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 such Registration
Statement shall become effective immediately upon its filing; such
Registration Statement shall be prepared at the sole cost and expense of
Metwood; and Metwood will provide to Mr. Labertew 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 and any other
similar reports filed or publicly disseminated following the effective
date of any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations.
Metwood 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. Metwood shall not request Mr.
Labertew to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. Metwood is required to file
reports with the Commission pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and Metwood 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. Metwood has
full corporate power and authority to enter into this Plan and to carry
out its obligations hereunder. Execution of this Plan and performance by
Metwood hereunder have been duly authorized by all requisite corporate
action on the part of Metwood, and this Plan constitutes a valid and
binding obligation of Metwood and performance hereunder will not violate
any provision of the Articles of Incorporation, Bylaws, agreements,
mortgages or other commitments of Metwood.
Section 3
Representations and Warranties of Mr. Labertew
Mr. Labertew represents and warrants to, and covenants
with, Metwood as follows:
3.1 Employment. Mr. Labertew hereby accepts employment by
Metwood for the services performed pursuant to this Agreement. The
services performed by Mr. Labertew hereunder have been personally rendered
by Mr. Labertew, and persons who he employs or contracts with in the
regular course of business.
3.2 Accredited Investors. Mr. Labertew represents and warrants
that, by reason of income, net assets, education, background and business
acumen, Mr. Labertew has the experience and knowledge to evaluate the
risks and merits attendant to an investment in shares of common stock of
Metwood, 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, he is an "accredited
investor" as that 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, Mr. Labertew shall have provided the services outlined in the
respective Counterpart Signature Pages to Metwood, and Mr. Labertew fully
believes that an investment in shares of common stock of Metwood is a
suitable investment for Mr. Labertew
3.4 Limitation on Services. None of the services rendered by
Mr. Labertew and paid for by the issuance of shares of common stock of
Metwood shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. Mr. Labertew has full power
and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by Mr. Labertew
hereunder constitutes a valid and binding obligation of Mr. Labertew and
performance hereunder will not violate any other agreement to which he is
a party.
Section 4
Indemnity
Metwood and Mr. Labertew 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 Metwood 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 Metwood and Mr. Labertew in
writing; (2) by either the Directors of Metwood or Mr. Labertew 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 Metwood to pay for any services actually
rendered by Mr. Labertew 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 Metwood: 819 Naff Road
Boones Mill, VA 24065
If to Consultant: 4685 South Highland Drive #202A
Salt Lake City, UT 84117
6.3 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other
agreement, representation, 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 Metwood nor Mr. Labertew 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.
Metwood, Inc.
By /s/ Robert M Callahan
---------------------------
Robert M. Callahan, President & Director
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement between Metwood, Inc. and the undersigned
Consultant is executed as of the date set forth herein below.
Consultant:
/s/ Michael L. Labertew
4685 South Highland Drive #202A
Salt Lake City, UT 84117
Date: July 31, 2000
PARTICIPANT RESPONSE LETTER
July 31, 2000
Robert M. Callahan
819 Naff Road
Boones Mill, VA 24065
Via Facsimile
Re: Metwood
Dear Mr. Callahan:
This will confirm for purposes of any filing requirements the source
obligation(s) for the shares of Metwood that Metwood wishes to have
issued to me.
1. 50,000 shares represents my flat based fee for "clean up" work
related to the current, quarterly, annual and related filings
with the SEC regarding EMC Energies, Inc.
2. 50,000 shares represents my flat based fee for general legal
consultation and research for Metwood, meetings with principals
of Metwood, and for legal work concerning the current,
quarterly, annual and related filings with the SEC regarding
Metwood, Inc.
Please call with any questions you may have.
Sincerely,
/s/ Michael L. Labertew
