<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WEALTH INTERNATIONAL, INC.
---------------------
(Exact Name of Registrant as Specified in its Charter)
NEVADA 87-0443026
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
1190 North Spring Creek Place, Suite A
Springville, Utah 84663
--------------------
(Address of Principal Executive Offices)
(801) 489-8414
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(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 1
---------------------------------------
(Full Title of the Plan)
Ronald A. Nilsson
1190 North Spring Creek Place, Suite A
Springville, Utah 84663
---------------------
(Name and Address of Agent for Service)
(801) 489-8414
--------------
(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 425,000 $2.00 $850,000 $293.10
- -----------------------------------------------------------------------------
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 Annual Report on Form 10-K for the fiscal
year ended February 29, 1996;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of such fiscal year;
(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.
- -----------------------------------------------
Leonard W. 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. Mr. Burningham will be granted an option to
purchase up to 25,000 shares of the common stock registered hereby, and the
exercise price thereof may be paid in services or cash.
Item 6. Indemnification of Directors and Executive Officers.
- ------------------------------------------------------------
Under the Nevada Revised Statutes, a corporation has the power to
indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct
committed was unlawful.
It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under
the federal securities laws, rules and regulations is against public policy.
See subparagraph (h) of Item 9 below.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None; not applicable.
Item 8. Exhibits.
- ------------------
Exhibit
Number
- ------
5 Opinion regarding Legality
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of Andersen Andersen & Strong, L.C.
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:
By: /s/ Ronald A. Nilsson
President and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute a majority
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.
Date: 10/22/96 By: /s/ Ronald A. Nilsson
President and Director
Date: 10/22/96 By: /s/ Richard T. Smith
Vice President, Chief Financial
Officer and Director
<PAGE>
Securities and Exchange Commission File No. 33-05844-NY
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WEALTH INTERNATIONAL, INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
5 Opinion regarding Legality
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of Andersen Andersen & Strong, L.C.
Certified Public Accountants
99 Consultant's Compensation Agreement No. 1
<PAGE>
(Letterhead of Leonard W. Burningham, Esq.)
October 22, 1996
Wealth International, Inc.
1190 North Spring Creek Place, Suite A
Springville, Utah 84663
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Wealth International, Inc., a Nevada corporation
Board of Directors:
As counsel for Wealth International, Inc., a Nevada corporation
(the "Company"), and in connection with the issuance of 425,000 shares of the
Company's $0.001 par value common stock (the "Securities") to six former
employees and individual consultants (the "Consultants") pursuant to a written
Compensation Agreement, a copy of which is incorporated herein by reference
the ("Consultant's 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, I am also a participant in the Plan.
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.
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. By-laws;
3. Annual Reports on Form 10-KSB for the periods ended February
29, 1996, and February 28, 1995;
4. Quarterly Reports on Form 10-QSB for the past twelve months;
5. A copy of the Plan; and
6. 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 6, 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 Nevada 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/ Leonard W. Burningham
<PAGE>
(Letterhead of Leonard W. Burningham, Esq.)
October 22, 1996
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 Wealth
International, Inc., a Nevada corporation (the "Registrant"), SEC File
No. 33-05844-NY, to be filed on or about October 23, 1996, covering the
registration and issuance of 425,000 shares of common stock to six
individual consultants, on the exercise of certain options granted under a
written compensation agreement.
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement of the Registrant.
Sincerely yours,
/s/ Leonard W. Burningham
cc: Wealth International, Inc.
<PAGE>
[Letterhead of Andersen Andersen & Strong, L.C.]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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October 17, 1996
Wealth International, Inc.
1190 North Spring Creek Place, Suite A
Springville, Utah 84663
Re: Consent to be named in the S-8 Registration Statement of Wealth
International, Inc., a Nevada corporation (the "Registrant"), SEC File
No. 33-05844-NY, to be filed on or about October 23, 1996, covering the
registration and issuance of 425,000 shares of common stock to six
individual consultants, on the exercise of certain options granted under a
written compensation agreement.
Gentlemen:
We hereby consent to the use of our report dated April 5, 1996, in the
above referenced Registration Statement. We also consent to the use of our
name as experts in such Registration Statement.
/s/ Andersen Andersen & Strong, L.C.
Certified Public Accountants
<PAGE>
CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
22nd day of October, 1996, among Wealth International, Inc., a Nevada
corporation ("Wealth International"); and, Milton Druce, Toni Druce, Justeene
Blankenship, Dannette Uyeda, Leonard W. Burningham and Michael Doolin, who
have executed and delivered this Plan by the execution and delivery of the
Counterpart Signature Pages which are designated as Exhibits "A" through "F"
hereof (collectively, the "Consultants").
WHEREAS, the Board of Directors of Wealth International has agreed
to adopt a written compensation agreement for compensation of six individual
Consultants who are natural persons for agreed upon services previously
performed; and
WHEREAS, Wealth International has previously engaged the Consultants
to provide services at the request of and subject to the satisfaction of its
management, and may availed itself of the services of the Consultants
during the term hereof; and
WHEREAS, the Consultants have provided services at the request and
subject to the approval of the management of Wealth International; and
WHEREAS, a general description of the nature of the agreed upon
services performed by the Consultants and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages; and
WHEREAS, Wealth International and the Consultants 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 Wealth
International 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 Wealth International;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Wealth International hereby acknowledges the
employment of the Consultants and the Consultants hereby acknowledge
acceptance of such employment, and have performed the services requested by
management of Wealth International to its satisfaction during the term hereof.
The services performed by the Consultants hereunder have been personally
rendered by the Consultants and no one acting for or on behalf
of the Consultants, except those persons normally employed by the Consultants
in rendering services to others, such as secretaries, bookkeepers and the
like.
1.2 Independent Contractors. All services rendered by the
Consultants hereunder have been rendered as independent contractors, and the
Consultants shall be liable for any FICA taxes, withholding or other similar
taxes or charges, and the Consultants shall indemnify and hold Wealth
International harmless therefrom; it is understood and agreed that the value
of all such items has been taken into account by the Consultants in computing
the billable rate for the services the Consultants have rendered to Wealth
International.
1.3 Grant of Options. In consideration of the services rendered
as agreed and as outlined in the respective Counterpart Signature Pages
of the Consultants, the following options are hereby granted to
purchase shares of common stock of Wealth International at a price of $2
per share, all or any part of which may be exercised for a period of five
years from the Effective Date of the Plan, as defined herein (the "Options"):
Milton Druce, 100,625 shares; Toni Druce, 100,625 shares; Justeene
Blankenship, 100,625 shares; Dannette Uyeda, 100,625 shares; Leonard W.
Burningham, 12,500 shares; and Michael Doolin, 10,000 shares.
1.4 Limitation on Services. None of the services to be rendered
by the Consultants and paid for by the issuance of shares of common stock of
Wealth International shall be services related to any "capital raising"
transaction.
1.5 Delivery of Option Shares. On submission of payment for the
number of Option Shares to be purchased, which payment shall be in cash,
except that Leonard W. Burningham, Esq. may pay the exercise price in services
rendered to the satisfaction of Wealth International, and subject to the
filing and effectiveness of a Registration Statement on Form S-8 of the
Commission covering the Option Shares, one or more stock certificates
representing such Option Shares shall be delivered to the respective
Consultants, at their respective addresses listed on their respective
Counterpart Signature Pages, unless another address shall be
provided to Wealth International in writing prior to the issuance of such
Option Shares.
1.6 Adjustments in the Number of Shares of Common Stock and
Price Per Share. In the event Wealth International 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 Wealth International prior to the issuance of shares to the
Consultants, that the per share price and the number of Option Shares issuable
to the Consultants shall be appropriately adjusted to reflect any such event.
1.7 Effective Date. The Effective Date of the Plan for each of
the Consultants shall be the date set forth on the respective Counterpart
Signature Pages.
Section 2
Representations and Warranties of Wealth International
Wealth International represents and warrants to, and covenants
with, the Consultants as follows:
2.1 Corporate Status. Wealth International 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 Wealth
International has duly adopted a written compensation agreement as defined in
Rule 405 of the Commission pursuant to which Wealth International may issue
"freely tradeable" shares or options to purchase 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 Wealth
International.
2.3 Registration Statement on Form S-8. Wealth International
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 Option
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 Wealth International; and Wealth
International will provide to the Consultants prior to the issuance and
delivery of any such shares of common stock a copy of such Registration
Statement, the 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.
Wealth International 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. Wealth International shall not
request the Consultants to perform any services in connection with any
"capital raising" transaction under this Plan.
2.6 Reports With the Commission. Wealth International 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 Wealth
International 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 Wealth International will continue to comply with
these reporting requirements and keep such reports current so long as any of
the Option Shares remain to be issued hereunder or the expiration of the
options granted hereunder.
2.7 Corporate Authority and Due Authorization. Wealth
International 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 Wealth International hereunder have been duly authorized by all
requisite corporate action on the part of Wealth International, and this Plan
constitutes a valid and binding obligation of Wealth International and
performance hereunder will not violate any provision of the Articles of
Incorporation, Bylaws, agreements, mortgages or other commitments of Wealth
International.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, Wealth International as follows:
3.1 Employment. Each of the Consultants has hereto accepted
employment by Wealth International, and has agreed to and has performed the
services requested by management of Wealth International to its satisfaction
during the term hereof. The services performed by the Consultants have been
personally rendered by the Consultants, and no one acting for or on behalf of
the Consultants.
3.2 Sophisticated Investors. Each of the Consultants represents
and warrants that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Wealth International, 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, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to Wealth International, and the
Consultants, singly, or through the advice of a competent professional, fully
believe that an investment in shares of common stock of Wealth International
is a suitable investment for the Consultants.
3.4 Limitation on Services. None of the services rendered or to
be rendered by the Consultants and paid for by the issuance of shares of
common stock of Wealth International or options to purchase such shares shall
be services related to any "capital raising" transaction.
3.5 Authority and Authorization. Each of the Consultants has
full power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants
hereunder constitutes a valid and binding obligation of the Consultants and
performance hereunder will not violate any other agreement to which any of the
Consultants is a party.
Section 4
Indemnity
Wealth International and the Consultants agree to indemnify and
hold the other harmless for any loss or damage resulting from any misstatement
of a material fact or omission to state a material fact by the other contained
herein or contained in the S-8 Registration Statement of Wealth International
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 Share Lock-up. Regardless of the number of options exercised
during the first quarter following the filing and effectiveness of the
Company's Registration Statement on Form S-8 covering the shares underlying
the options granted hereby, no Consultant granted options hereunder to acquire
more than 50,000 shares of the Company's common stock shall sell in excess of
60% of the securities beneficially owned by reason of the grant of any such
option during the first quarter following the effective date of such
Registration Statement, and during each successive quarter thereafter, no such
Consultant shall sell in excess of the number of shares of common stock that
could be sold under subparagraph (e) of Rule 144 of the Securities and
Exchange Commission, if the securities underlying the options granted pursuant
to the Plan were "restricted securities."
5.2 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.
5.3 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 Wealth International: Wealth International, Inc.
1190 North Spring Creek Place, Suite A
Springville, Utah 84663
If to Consultants: The addresses listed on the
Counterpart Signature Pages
5.4 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.
5.5 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.
5.6 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.
5.7 Assignment. Neither Wealth International nor the
Consultants can assign any rights, duties or obligations under this Plan, and
in the event of any such assignment, such assignment shall be deemed null and
void; provided, however, any Consultant may, to the extent allowable under
applicable federal and state securities laws, rules and regulations, assign
any option to a registered broker to exercise payments and the exercise price
thereof in connection with any such Consultants' lawful sale of such
underlying shares by any such broker.
5.8 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.
WEALTH INTERNATIONAL, INC.
Date: 10/22/96 By:/s/Ronald A. Nilsson, President
<PAGE>
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Wealth International and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Milton Druce
1263 Woodridge Circle
Salt Lake City, Utah 84121
Date: 10/22/96
Maximum Value
of Services
General Description of Services Performed
Miscellaneous services related to the $1,000
reorganization with Wealth International,
Inc., a Utah corporation, and bringing
information regarding the Registrant
current.
<PAGE>
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Wealth International and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Toni Druce
1263 Woodridge Circle
Salt Lake City, Utah 84121
Date: 10/22/96
Maximum Value
of Services
General Description of Services Performed
Miscellaneous services related to the $1,000
reorganization with Wealth International,
Inc., a Utah corporation, and bringing
information regarding the Registrant
current.
<PAGE>
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Wealth International and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Justeene Blankenship
6 Morgan, #162
Irving, California 92618
Date: 10/22/96
Maximum Value
of Services
General Description of Services Performed
Miscellaneous services related to the $1,000
reorganization with Wealth International,
Inc., a Utah corporation, and bringing
information regarding the Registrant
current.
<PAGE>
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Wealth International and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Dannette Uyeda
274 East Garden Ave.
Salt Lake City, Utah 84115
Date: 10/22/96
Maximum Value
of Services
General Description of Services Performed
Miscellaneous services related to the $1,000
reorganization with Wealth International,
Inc., a Utah corporation, and bringing
information regarding the Registrant
current.
<PAGE>
EXHIBIT "E"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Wealth International and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Leonard W. Burningham, Esq.
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
Date: 10/22/96
Maximum Value
of Services
General Description of Services Performed
Legal Services. $500 and Engagement Arrangement
<PAGE>
EXHIBIT "F"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Wealth International and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Michael Doolin
5 Pepperwood Drive
Sandy, Utah 84092
Date: 10/22/96
Maximum Value
of Services
General Description of Services Performed
Consulting services regarding structure
of Company. $500
