<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MEDIVEST, INC.
---------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Utah 87-0401761
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
55 West 200 North
Provo, Utah 84601
--------------------
(Address of Principal Executive Offices)
(801) 377-1758
--------------
(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 1
---------------------------------------
(Full Title of the Plan)
Jeannie Hullinger
55 West 200 North
Provo, Utah 84601
---------------------
(Name and Address of Agent for Service)
(801) 377-1758
--------------
(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
- -----------------------------------------------------------------------------
$0.001 par
value common
voting stock 100,000 $0.03 $3,000 $0.29
- -----------------------------------------------------------------------------
1 Calculated according to Rule 230.457(h) of the Securities
and Exchange Commission, based upon the exercise price of the
options covering the underlying common stock to be
issued under the Plan.
PART II
Information Required in the Registration Statement
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the year ended
December 31, 1997, filed with the Securities and Exchange
Commission (the "Commission") on or about March 23, 1998;
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
- -----------------------------------
The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
- -----------------------------------------------
Branden T. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns no common stock of the Registrant and is not
deemed to be an affiliate of the Registrant or a person associated with an
affiliate of the Registrant.
Item 6. Indemnification of Directors and Executive Officers.
- -------------------------------------------------------------
Section 16-10a-902(1) of the Utah Revised Business
Corporation Act authorizes a Utah corporation to indemnify any director
against liability incurred in any proceeding if he or she acted in good
faith and in a manner he or she 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 or her conduct
was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from
indemnifying a director in a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation or
in a proceeding in which the director was adjudged liable on the basis that
he or she improperly received a personal benefit. Otherwise, Section
16-10a-902(5) allows indemnification for reasonable expenses incurred in
connection with a proceeding by or in the right of a corporation.
Unless limited by the Articles of Incorporation, Section
16-10a-905 authorizes a director to apply for indemnification to the court
conducting the proceeding or another court of competent jurisdiction.
Section 16-10a-907(1) extends this right to officers of a corporation as
well.
Unless limited by the Articles of Incorporation, Section
16-10a-903 requires that a corporation indemnify a director who was
successful, on the merits or otherwise, in defending any proceeding to which
he or she was a party against reasonable expenses incurred in
connection therewith. Section 16-10a-907(1) extends this protection to
officers of a corporation as well.
Pursuant to Section 16-10a-904(1), the corporation may advance a
director's expenses incurred in defending any proceeding upon receipt of an
undertaking and a written affirmation of his or her good faith belief that he
or she has met the standard of conduct specified in Section 16-10a-902.
Unless limited by the Articles of Incorporation, Section 16- 10a-907(2)
extends this protection to officers, employees, fiduciaries and agents of a
corporation as well.
Regardless of whether a director, officer, employee, fiduciary or
agent has the right to indemnity under the Utah Revised Business Corporation
Act, Section 16-10a-908 allows the corporation to purchase and maintain
insurance on his or her behalf against liability resulting from his or her
corporate role.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None.
Item 8. Exhibits.
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Exhibit
Number
- ------
5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Robison, Hill & Company
Certified Public Accountants
99 Consultant Compensation Agreement No. 1
Item 9. Undertakings.
- ----------------------
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any additional or changed 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;
provided, however, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 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,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive 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 of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant
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, on the date or dates appearing opposite the respective signatures
hereto.
REGISTRANT:
Date: 12/15/98. By /s/ Jeannie Hullinger
President and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute all
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.
Date: 12/15/98. By /s/ Jeannie Hullinger
President and Director
Date: 12/15/98. By /s/ Kevin Hullinger
Vice President and Director
Date: 12/15/98. By /s/ Brenda Hall
Secretary/Treasurer and Director
<PAGE>
Securities and Exchange Commission File No. 1-10077
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MEDIVEST, INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- -------
5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Robison, Hill & Company
Certified Public Accountants
99 Consultant Compensation Agreement No. 1
(Letterhead of Branden T. Burningham, Esq.)
December 14, 1998
Medivest, Inc.
55 West 200 North
Provo, Utah 84601
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Medivest, Inc., a Utah corporation
Board of Directors:
As counsel for Medivest, Inc., a Utah corporation (the "Company"),
and in connection with the issuance of 100,000 shares of the Company's $0.001
par value common stock (the "Securities") to one individual consultant (the
"Consultant") pursuant to a written compensation agreement, a copy of which is
incorporated herein by reference (the "Consultant Compensation Agreement No.
1" [the "Plan"]), I have been asked to render an opinion as to the legality of
these Securities, which are to be covered by a Registration Statement to be
filed by the Company on Form S-8 of the Securities and Exchange Commission
(the "Commission"), and as to which this opinion is to be filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the Plan.
You are also aware that I have no interest in any of the Securities
covered hereby.
In connection with rendering my opinion, which is set forth below,
I have reviewed and examined originals or copies of the following documents,
to-wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-KSB Annual Report for the year ended December 31, 1997,
filed with the Commission on or about March 23, 1998.
4. 10-QSB Quarterly Reports for the past twelve months;
5. 8-K Current Report dated October 29, 1998;
6. A copy of the Plan; and
7. The Unanimous Consent of the Board of Directors adopting the
Plan, designating the name of the Plan and the name, address and telephone
number of the Plan's Agent.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that the recipients of these
Securities under the Plan will have paid the consideration required under the
terms of the Plan prior to the issuance of the Securities, and that none of
the services performed by the recipients shall be related to "capital raising"
transactions.
I have also provided the individual participants in the Plan with a
copy of the documents enumerated in paragraphs 3 through 7, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable. This
opinion is expressly limited in scope to the Securities described herein and
which are to be expressly covered by the above referenced Registration
Statement and does not cover any subsequent issuances of any securities to be
made in the future pursuant to any other plans, if any, pertaining to services
performed in the future. Any such transactions are required to be included in
a new Registration Statement or a post-effective amendment to the above
referenced Registration Statement, which will be required to include a revised
or a new opinion concerning the legality of the Securities to be issued.
Further, this opinion is limited to the corporate laws of the State
of Utah and the securities laws, rules and regulations of the United
States, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Branden T. Burningham, Esq.
LWB/sr
cc: Medivest, Inc.
(Letterhead of Branden T. Burningham, Esq.)
December 14, 1998
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Medivest, Inc., a Utah corporation (the
"Registrant"), SEC File No. 1-10077, to be filed on or
about December 10, 1998, covering the registration and
issuance of 100,000 shares of common stock to one
individual Consultant
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement, and to have my opinion appended as an exhibit thereto.
Sincerely yours,
/s/ Branden T. Burningham
cc: Medivest, Inc.
<PAGE>
[Letterhead of Robison, Hill & Company]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
December 10, 1998
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Medivest, Inc., a Utah corporation (the
"Registrant"), SEC File No. 1-10077, to be filed on or
about December 10, 1998, covering the registration and
issuance of 100,000 shares of common stock to one
individual Consultant
Ladies and Gentlemen:
We hereby consent to the use of our report for the years ended
December 31, 1997 and 1996, dated March 11, 1998, in the above referenced
Registration Statement. We also consent to the use of our name as experts in
such Registration Statement.
/s/ Robison, Hill & Company
Certified Public Accountants
cc: Medivest, Inc.
CONSULTANT COMPENSATION AGREEMENT NO. 1
CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
15th day of December, 1998, among Medivest, Inc., a Utah corporation
("Medivest"); and Leonard W. Burningham, Esq., who has executed and delivered
this Plan by the execution and delivery of the Counterpart Signature Page
which are designated as Exhibit "A" hereof (collectively, the "Consultant").
WHEREAS, the Board of Directors of Medivest has adopted a written
compensation agreement for compensation of an individual Consultant who is a
natural person; and
WHEREAS, Medivest has engaged the Consultant to provide services
at the request of and subject to the satisfaction of its management, and
intends to avail itself of the services of the Consultant during the term
hereof; and
WHEREAS, the Consultant has provided and wishes to provide
services at the request and subject to the approval of the management of
Medivest; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultant and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages; and
WHEREAS, Medivest and the Consultant intend that this Plan shall
be a "written compensation agreement" as defined in Rule 405 of the Securities
and Exchange Commission ("Commission") pursuant to which Medivest may issue
"freely tradeable" shares of its common stock as payment for services rendered
pursuant to an S-8 Registration Statement to be filed with the Commission by
Medivest;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Medivest hereby employs the Consultant and the
Consultant hereby accepts such employment, and has performed and agrees to
perform the services requested by management of Medivest to its satisfaction
during the term hereof. The services performed and to be performed by the
Consultant hereunder have been and shall be personally rendered by the
Consultant, and no one acting for or on behalf of the Consultant, except those
persons normally employed by the Consultant in rendering services to others,
such as secretaries, bookkeepers and the like.
1.2 Independent Contractors. All services rendered or to be
rendered by the Consultant hereunder have been or are being rendered as
independent contractors, and the Consultant shall be liable for any FICA
taxes, withholding or other similar taxes or charges, and the Consultant shall
indemnify and hold Medivest harmless therefrom; it is understood and agreed
that the value of all such items has been taken into account by the Consultant
in computing the billable rate for the services the Consultant have rendered
and agreed to render to Medivest.
1.3 Payment. Medivest and the Consultant agree that Medivest
shall pay the invoices of the Consultant for the services performed under this
Plan by the issuance of shares of its common stock at a price of $0.03 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.
1.4 Invoices for Services. On the completion of rendering the
services performed by the Consultant hereunder, the Consultant shall provide
Medivest with a written invoice detailing the services duly performed. Such
invoice shall be paid by Medivest in accordance with Section 1.3 above,
subject to the satisfaction of the management of Medivest that the services
have been performed, and to the extent performed, that the performance was in
a satisfactory manner. The submission of an invoice for the services
performed by the Consultant shall be deemed to be a subscription by the
Consultant to purchase shares of common stock of Medivest at the price
outlined in Section 1.3 above, subject only to the filing and effectiveness of
a Registration Statement on Form S-8 covering such shares with the Commission.
1.5 Limitation on Services. None of the services to be rendered
by the Consultant and paid for by the issuance of shares of common stock of
Medivest shall be services related to any "capital raising" transaction.
1.6 Common Stock Price. To the extent deemed required or
necessary and for all purposes of this Plan, the Consultant shall have an
"option" covering such shares of common stock at the per share price set forth
in paragraph 1.3 above during the term hereof; the Consultant assume the risk
of any decrease in the per share price or value of the shares of common stock
of Medivest that may be issued by Medivest for services performed by the
Consultant hereunder, and the Consultant agrees that any such decrease shall
in no way affect the rights, obligations or duties of the Consultant hereunder
1.7 Delivery of Shares. On submission of an invoice for
services actually performed by the Consultant, and duly verified to the
satisfaction of Medivest, and subject to the filing and effectiveness of a
Registration Statement on Form S-8 of the Commission covering such shares, one
or more stock certificates representing such shares shall be delivered to the
Consultant at the address listed on the Counterpart Signature Page, unless
another address shall be provided to Medivest in writing prior to the issuance
of such shares.
1.8 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Medivest and the Consultant agree that the per share price
of shares of common stock that may be issued by Medivest to the Consultant for
services performed under this Plan has been arbitrarily set by Medivest;
however, in the event Medivest 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
Medivest prior to the issuance of shares to the Consultant, that the per share
price and the number of shares issuable to the Consultant for services
actually rendered hereunder after such event shall be appropriately adjusted
to reflect any such event.
1.9 Effective Date. The Effective Date of the Plan for the
Consultant shall be the date set forth on the Counterpart Signature Page.
1.10 Condition Precedent to the Issuance of Securities Under the
Plan. The total number of securities to be issued under the Plan shall not
exceed 10% of the outstanding securities of Medivest on the date of issuance.
Section 2
Representations and Warranties of Medivest
Medivest represents and warrants to, and covenants with, the
Consultant as follows:
2.1 Corporate Status. Medivest is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah 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 Medivest has
duly adopted a written compensation agreement as defined in Rule 405 of the
Commission pursuant to which Medivest 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 Medivest.
2.3 Registration Statement on Form S-8. Medivest 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 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 Medivest; and Medivest will provide to the Consultant prior to the
issuance and delivery of any such shares of common stock a copy of such
Registration Statement, the written compensation agreement 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.
Medivest 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. Medivest shall not request the
Consultant to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. Medivest is required to file
reports with the Commission pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and Medivest has or will
file with the Commission all reports required to be filed by it forthwith, and
such reports are or will be true and correct in every material respect; and
Medivest will continue to comply with these reporting requirements and keep
such reports current so long as any of the shares remain to be issued
hereunder.
2.7 Corporate Authority and Due Authorization. Medivest 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 Medivest
hereunder have been duly authorized by all requisite corporate action on the
part of Medivest, and this Plan constitutes a valid and binding obligation of
Medivest and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of Medivest.
Section 3
Representations and Warranties of the Consultant
The Consultant represents and warrants to, and covenants with,
Medivest as follows:
3.1 Employment. The Consultant hereby accepts employment by
Medivest, and agrees to perform the services requested by management of
Medivest to its satisfaction during the term hereof. The services performed
and to be performed by the Consultant hereunder shall be personally rendered
by the Consultant, and no one acting for or on behalf of the Consultant.
3.2 Sophisticated Investors. The Consultant represents and
warrants that, by reason of income, net assets, education, background and
business acumen, the Consultant has the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Medivest, 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.
3.3 Suitability of Investment. Prior to the execution of this
Plan, the Consultant shall have provided the services outlined in the
respective Counterpart Signature Pages to Medivest, and the Consultant,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of Medivest is a suitable investment
for the Consultant.
3.4 Limitation on Services. None of the services rendered or to
be rendered by the Consultant and paid for by the issuance of shares of common
stock of Medivest shall be services related to any "capital raising"
transaction.
3.5 Authority and Authorization. The Consultant has full power
and authority to enter into this Plan and carry out the obligations hereunder.
Execution of this Plan and performance by the Consultant hereunder constitutes
a valid and binding obligation of the Consultant and performance hereunder
will not violate any other agreement to which any of the Consultant is a
party.
Section 4
Indemnity
Medivest and the Consultant 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 Medivest 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
General Provisions
5.1 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.
5.2 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 Medivest: 55 West 200 North
Provo, Utah 84601
If to Consultant: The address listed on the
Counterpart Signature Page
5.3 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.
5.4 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.
5.5 Governing law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Utah, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern.
5.6 Assignment. Neither Medivest nor the Consultant 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.
5.7 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.
MEDIVEST, INC.
Date: 12/15/98 By /s/ Jeannie Hullinger,
President
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement among Medivest and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Date: 12/17/98 Leonard W. Burningham, Esq.
455 East 500 South, #205
Salt Lake City, Utah 84111
Maximum Value
of Services
General Description of Services to be Performed
General legal services, including $3,000
preparing the delinquent reports of
Medivest required to be filed with the
Securities and Exchange Commission
