AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON October 15, 1998
File No. 33-______
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VALUE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2388734
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2307 Douglas Rd, Suite 400, Miami, Florida 33145
(Address of principal executive offices) (Zip Code)
Consulting Agreements dated August 28, 1998 and October 1, 1998
(Full title of the plan)
ALISON COHEN
2307 Douglas Rd, Suite 400, Miami, Florida 33145
(Name and address of agent for service)
(305) 868-3946
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
=================================================================
Title of Securities Amount to Proposed maximum Proposed maximum
to be registered be offering price aggregate offering
registered per share price
----------------------------------------------------------------
<S> <C> <C> <C>
Common Stock
$.0001 Par Value 7,500,000 Shares $0.01(1) $75,000
=================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee, based upon the average bid and asked price of the
Common Stock on October 9, 1998.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
7,500,000 Shares
VALUE HOLDINGS, INC.
Common Stock
This Prospectus relates to 24,000,000 shares of common
stock, $.0001 par value (the Common Stock ), of Value Holdings,
Inc., a Florida corporation (the Company ), issuable pursuant to
Consulting Agreements described herein.
The delivery of this Prospectus at any time does not imply
that the information contained herein is correct as of any time
subsequent to the date hereof. No person has been authorized to
give any information or to make any representation other than as
contained herein in connection with the offer contained in this
Prospectus, and, if given or made, such information or
representation must not be relied upon.
----------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------------------------------
The date of this Prospectus is October 15, 1998.
<PAGE>
DESCRIPTION OF CONSULTING AGREEMENT
The Company has entered into three separate Consulting
Agreements (the Agreements ) one of which is dated August 28,
1998, and the others are dated October 1, 1998, pursuant to which
the Company has agreed to issue an aggregate of 7,500,000 shares
(the Shares ) of the Company s Common Stock in payment for
consulting services to the Company concerning management,
marketing, strategic planning, corporate organization and
structure, financial matters, expansion of services, acquisitions
and business opportunities in connection with the Company s
business. The three consultants are Rawlinson Russell Group, which
will receive 2,500,000 of the Shares for its services, Future
Ventures Limited, who will receive 4,000,000 of the Shares for its
services, and Monument Holdings Ltd., which will receive 1,000,000
shares for its services. The three Agreements are independent and
the consultants will perform their services separately.
REGISTRATION OF THE SHARES
Pursuant to each of the Agreements, the Company has agreed
to register the Shares on a Registration Statement on Form S-8
under the Securities Act of 1933, as amended, in connection with
their original issuance to the consultants. This Prospectus
relates to a Registration Statement on Form S-8 which was filed
with the Securities and Exchange Commission on the date hereof
and which became effective as of such filing.
RESALE OF THE SHARES
The Agreements do not impose any restrictions on the resale
of the Shares. However, if a recipient of Shares is or becomes an
affiliate of the Company, as such term is defined in Rule 144
promulgated under the Securities Act, at any such time, such person
will be subject to the limitations on the amount of securities
which may be sold imposed under Rule 144(e)(1). Rule 144(e)(1)
generally provides that the number of shares of Common Stock which
may be sold in any three month period may not exceed the greater of
(i) 1% of the outstanding Common Stock as shown by the most recent
published report of the Company or (ii) the average weekly reported
volume of trading in the Common Stock, as reported through NASDAQ,
for the four weeks preceding the filing of a notice of proposed
sale of the Common Stock, if required under Rule 144(b) under the
Securities Act, or preceding the date of receipt of the order to
execute the transaction by the broker or the date of execution
directly with a market maker.
Additional information regarding the Agreements not set
forth in this Prospectus may be obtained from the Company at 2307
Douglas Rd, Suite 400, Miami, FL 33145.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
At the time of issuance of the Shares, each of the
consultants recognized ordinary income for federal income tax
purposes in an amount equal to the then fair market value of the
Shares received by such consultant.
Each consultant will recognize gain or loss on the
subsequent sale of the Shares in an amount equal to the difference
between the amount realized and the tax basis of such Shares, which
will equal the amount included in the consultant s income by reason
of the issuance of the Shares. Provided such Shares are held as a
capital asset, such gain or loss will be long-term or short-term
capital gain or loss depending upon whether the Shares have been
held for more than one year.
The Agreement is not subject to any of the provisions of
the Employee Retirement Income Security Act of 1974, and is not
qualified under Section 401(a) of the Code.
This discussion is only a summary of certain significant
federal income tax consequences and each consultant should consult
an independent tax adviser as to all of the federal and state
income tax consequences relating to the receipt or sale of the
Shares.
CERTAIN INFORMATION
The documents incorporated by reference in Item 3 of Part
II of the Form S-8, and any other documents required to be
delivered pursuant to Rule 428(b), promulgated under the Securities
Act, are available from the Company, without charge, upon written
or oral request. Requests for documents should be directed to the
President of the Company. The documents incorporated by reference
in Item 3 of Part II of the Form S-8 are also incorporated in this
Prospectus by reference thereto.
<PAGE>
VALUE HOLDINGS, INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
There are hereby incorporated by reference in this
Registration Statement the following documents and information
heretofore filed under the Securities Exchange Act of 1934, as
amended (the Exchange Act ), with the Securities and Exchange
Commission (the Commission ) by Value Holdings, Inc.
(the Company or the Registrant ):
(a) The Registrant s Transition Report on Form 10-KSB for
the fiscal period ended October 31, 1997;
(b) The Registrant s Quarterly Reports on Form 10-Q for
the fiscal quarters ended January 31, and 1998, April 30, 1998, and
July 31, 1998; and
(c) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act by the Registrant with the Commission
since October 31, 1997.
All documents filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement and 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 be deemed to be
incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company is authorized to issue 180,000,000 shares of
Common Stock, par value $.0001 per share (the Common Stock ).
Holders of the Common Stock have one vote per share on each matter
submitted to a vote of stockholders, the right to receive such
dividends, if any, as may be declared by the Board of Directors out
of assets legally available therefor and the right to receive net
assets in liquidation after payment of all amounts due to creditors
and all preferential amounts due to holders of any preferred stock.
Holders of the Common Stock have no conversion rights and are not
entitled to any preemptive or subscription rights. The Common
Stock is not subject to redemption or any further calls or
assessments. The Common Stock has noncumulative voting rights in
the election of directors.
The Company is also authorized to issue 20,000,000 shares
of Preferred Stock. 750,000 shares of Preferred Stock are
outstanding.
The Common Stock is traded in the over-the-counter market
and quoted under the symbol VALH .
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Florida Business Corporation Act and the By-laws
of the Company, the Company may indemnify an existing or former
director, officer, employee or agent of the Company, against
expenses, judgments, fines and amounts paid in settlement in
connection with any action, suit or proceeding brought against such
persons in such present or former capacity, including actions or
suits by or in the right of the Company, so long as such person
acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Company or, with respect
to a criminal action or proceeding, so long as such person had no
reasonable cause to believe his conduct was unlawful. The
foregoing indemnification shall be made only upon a determination
by the Board of Directors of the Company, upon the majority vote of
a quorum of disinterested directors, the stockholders or, in
certain cases, independent legal counsel, that the applicable
standard of conduct has been met. No indemnification may be made,
however, to any person who has been adjudged to be liable to the
Company, unless the Court renders an order in favor of such
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 (a) Consulting Agreement dated August 28, 199 between
the Registrant and the Rawlinson Russell Group
(b) Consulting Agreement dated October 1, 1998 between
the Registrant and Future Ventures Limited.
(c) Consulting Agreement dated October 1, 1998 between
the Registrant and Monument Holdings, Ltd.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement
(i) to provide any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended
(the Securities 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 this Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high end of the
estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than
20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change
to such information in the registration statement;
provided however, that clauses (i) and (ii) above do
not apply if the information required to be included
in a post-effective amendment by those clauses is
contained in periodic reports filed by the
Registrant pursuant to Sections 13 or 15(d) of the
Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining liability
under the Securities 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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, 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 this 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.
II-2
<PAGE> 7
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public
policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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, in the
City of Miami, State of Florida, on August 14, 1998.
VALUE HOLDINGS, INC.
By: /s/ Alison Cohen
----------------------------------
Alison Cohen
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Alison Cohen, his
true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title
Date
--------- -----
----
<S> <C>
<C>
/s/ Alison Cohen President (Principal
October 15, 1998
- ---------------------------- Executive Officer) and
Alison Cohen Director
/s/ Ida Ovies Chief Financial
October 15, 1998
- ---------------------------- Officer (Principal
Ida Ovies Financial and
Accounting Officer)
/s/ Eugene Bialys Director
October 15, 1998
- ----------------------------
Eugene Bialys
/s/ Jeffrey Kurtz Director
October 15, 1998
- ----------------------------
Jeffrey Kurtz
</TABLE>
<PAGE>
S-1
EXHIBIT INDEX
4.1 (a) Consulting Agreement dated August 28, 1998 between the
Registrant and the Rawlinson Russell Group.
(b) Consulting Agreement dated October 1, 1998 between the
Registrant and Future Ventures Limited.
(c) Consulting Agreement dated October 1, 1998 between the
Registrant and Monument Holdings, Ltd.
<PAGE>
<PAGE> 1
CONSULTING AGREEMENT
PUBLIC RELATIONS CONSULTING AGREEMENT
THIS AGREEMENT made and entered into this 28th day of August, 1998
by and between The Rawlinson Russell Group, a British Columbia
general partnership, having offices at 201-1416 West 8th Avenue,
Vancouver, British Columbia, Canada V6H 1E1 (hereinafter referred
to as RR ) and Value Holdings, Inc. having offices at 2307 Douglas
Road, Suite 400, Miama, Florida 33145 (hereinafter referred to as
VH ).
WITNESSETH:
WHEREAS, RR is a business specializing in providing public
relations consultant services for publicly traded companies; and
WHEREAS, VH is a public company that is, at this time, trading
its common stock on the NASDAQ OTC: pink sheets; and
WHEREAS, RR desires to enter into an agreement as an
independent contractors whereby RR will provide marketing and
public relations services for VH without, however, being an
employee; and
WHEREAS, the parties hereto desire to enter into an agreement
which will define their rights and responsibilities toward each
other.
NOW THEREFRORE, in consideration of the mutual covenants and
conditions herein contained, the parties hereto agree as follows:
1. RR shall at all times act as an independent contractor in the
transaction of its business and shall conduct its activities in
accordance with the rules and regulations of the Securities and
Exchange Commission, and the long-standing recognized practices of
the industry. Nothing contained in this Agreement shall be
construed to create the relationship of employer and employee
between VH and RR respectively.
2. This Agreement shall commence on the date hereof and will
terminate on the earliest of the following:
a. Twelve (12) months from the date of this Agreement;
b. Upon termination for cause by VH upon ten (10) days written
notice. Cause shall be determined solely by the following: a)
dishonesty related to independent contractor status with VH; b)
Violation of any rule or regulation of any regulatory agency; or c)
Any other neglect, act or omission detrimental to the conduct of
VH.
3. RR will act as public relations consultant to VH and as such
shall perform the following services:
a. Consult with, advise and assist VH in hosting brokerage meetings
in Canada and in Europe; and
b. Assist in arranging meeting with potential joint-venture
partners; and
c. Assist in securing a listing on the London Stock Exchange, or
alternatively, a stock exchange located in Europe acceptable to VH.
d. Assisting in arranging meetings with market makers and causing
the common shares of VH to be listed on the NASDAQ OTC Bulletin
Board and to be posted by a market maker(s) with a bid and offer
price.
4. RR shall be responsible for the payment of all expenses and
taxes or other liabilities, which RR incurs due to the receipt of
any compensation as a result of this Agreement.
5. RR shall be free to exercise its own judgment as to the time,
place and manner of its actual marketing and public relations
activities related to this Agreement. VH acknowledges that RR is
engaged in other business activities and that it will continue such
activities during the term of this Agreement. RR shall not be
restricted from engaging in other business activities during the
term of this Agreement.
6. Neither during the term of this Agreement no thereafter shall
RR use any information acquired by them in a manner adverse tot he
interest of VH or do any act to damage the goodwill of VH. RR
agrees and represents to VH that it will release only such material
and information as supplied to it, or as approved in writing, by VH
for the purposes of the contemplated performance of its duties. RR
agrees to indemnify against and save VH harmless form any claims,
demands, suits, losses, damages arising out of VH s reliance on RR
to release only facts, material information and data as supplied by
VH.
7. VH agrees to indemnify and against and save RR harmless form
any claims, demands, suits, losses, damages arising out of RR s
reliance on the facts, material information and data supplied to RR
by VH and its reliance that such information can be safely released
by RR in performance of its duties herein stated.
8. RR understand and agrees that in performance of its duties
hereunder, RR will have certain confidential and proprietary
information ( information ) concerning VH, some of which are
confidential, proprietary and may be trade secrets of VH. RR
agrees to hold all of such information within its won organization
and shall not, without prior written consent of an authorized
officer of VH, utilize, communicate, or otherwise disclose said
information, or any part thereof, to any third party in any manner.
9. VH will pay a fee of stock to RR for the services provided RR
under this Agreement. VH will pay to RR 2,500,00 shares
(hereinafter referred to as the Shares ) of VH s free-trading
common stock at the signing of this agreement. The Shares are to
be issued to Gallipoli Holdings Ltd.
10. The Shares are to be delivered into an Escrow Account with St.
George s Trust Company Limited (hereinafter referred to as Escrow
Agent ), located at 73 Front Street, Hamilton, Bermuda, HM12
attention Alison Guilfoyle. The Escrow Agent will provide an
Escrow Agreement that will reflect that the Escrow Agent will
release the Shares to RR as instructed by RR when the common shares
of VH are posted by market maker(s) with a bid offer price.
11. In the event that any claim, lawsuit or controversy arises or
is brought against VH or RR as a result of any action or inaction
of VH or RR, the expenses incurred, including reasonable attorney
s fees shall be borne by the losing party.
12. This Agreement shall supercede all former agreements which may
have existed between the parties hereto, whether oral or written.
Neither party may assign this contract nor any payment nor benefits
to which the parties may become entitled without prior written
consent.
13. This Agreement shall be deemed to be a California contract and
governed by the laws thereof. Any provision of the Agreement
prohibited by the laws of the state shall, as to such state, be
ineffectual only to the extent of such prohibition and shall not
invalidate the remaining provisions of this Agreement.
14. Any controversy or claim arising out of or relating to this
contract, or the breach thereof, shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction
thereof.
IN WITNESS HEREOF, the parties hereto have executed this document
as of the date year written below.
BY: /s/ Alison Cohen Date: October 8,
1998
Value Holdings, Inc.
BY: /s/ Barry Russell Date: October 8,
1998
The Rawlinson Russell Group
<PAGE>
DIRECTION
TO: Value Holdings, Inc.
From: The Rawlinson Russell Group
Date: October 8, 1998
Let this be your good and sufficient authority to issue shares of
Value Holdings Inc. to the following in satisfaction of the sum
owing to The Rawlinson Russell Group ;
Gallipoli Holdings Ltd. 2,500,000
Dated this 8th day of October, 1998
The Rawlinson Russell Group
By /s/ Barry Russell
<PAGE>
<PAGE> 1
CONSULTING AGREEMENT
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into as of October 1st , 1998
by and between VALUE HOLDINGS, INC. a Florida corporation f/k/a
Linium Technology, Inc. (the Company ), and Future Ventures
Limited, (the Consultant )
WITNESSETH:
WHEREAS, the Company desires to receive the benefit of the
expertise, knowledge and experience of the Consultant in connection
with mergers and acquisitons.
WHEREAS, each of the Company and the Consultant desires to
enter into this Consulting Agreement;
NOW, THEREFORE, in consideration of the respective covenants
and agreements of the parties set forth herein, the parties hereby
agree as follows;
1. Term and Services. Commencing as of the date hereof, and
continuing thereafter through December 31, 1999 (the Consulting
Period ), the Consultant shall consult with the company in an
advisory capacity when reasonably requested to do so by the Company
in connection with the Company's business and the expansion of he
Company s Business into the United States and Canada; provided that
the consultations shall be performed in the place or places and at
the time or times and in the manner that shall be reasonably
acceptable to the Consultant.
2. Compensation. As compensation for performing consulting
services for the Company during the Consulting Period, the Company
shall cause Four Million (4,000,000) shares of its Common Stock,
par value $0001 per share, to be issued to the Consultant.
.
3 Proprietary Information.
a. Upon termination of this Consulting Agreement for
any reason, the Consultant shall forthwith deliver or cause to be
delivered to the Company any and all propriety information
including drawings, notebooks, keys, data and other documents and
materials belonging to the Company which is in his possession or
under his control relating to the Company or the Company s
Business, and will deliver upon such expiration any other property
of the Company which is in his possession or under his control.
<PAGE>
b. For purposes of this Consulting Agreement, the term
"proprietary information" shall mean any information relating to
the Company s Business that has not previously been publicly
released by duly authorized representatives of the Company and
shall included, without limitation, information included in all
drawings, designs, plans, proposals, marketing and sales programs,
financial information, costs, pricing information, customer
information and all methods, concepts or ideas in or reasonably
related to the Company s Business. The Consultant understands and
agrees that all proprietary information conceived by him either
along or with others or provided to him by the Company or others
are the sole and exclusive property of the Company.
4. Miscellaneous Provision.
a. Neither the Consultant nor the Company may at any
time assign this consulting Agreement nor any right or interest
hereunder. This Consulting Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns.
b. For purposes of the Consulting Agreement, the term
Company shall mean and include any and all subsidiaries, parents
and affiliated companies of the company in existence from time to
time.
c. Any notice, request, instruction or other
documentation required or permitted to be given hereunder shall be
sufficient if in writing and had delivered or sent by United States
or Canadian mail, certified mail, return receipt requested, to the
parties at their respective addressees. Either party may change
the address to which notices shall be delivered by notice given to
the other party as provided herein. For all purposes, the date of
the giving of any notice hereunder shall be the date of the hand
delivery or three days after the mailing thereof.
d. This Consulting Agreement contains the entire
agreement of the parties with respect to the subject matter hereof
and any and all prior negotiations, agreements or understandings
relating thereto, whether written or oral, are superseded hereby.
This Consulting Agreement may not be changed, modified, extended,
renewed or supplemented and o provision hereof may be waived,
except by an instrument in writing signed by the party against whom
enforcement or any changed, modification, extension, renewal
supplement or waive is sought.
e. This Consulting Agreement shall be governed by and
construed in accordance with the laws of the State of Florida,
without giving effect to the principles of law thereof.
f. The invalidity of any portion of this Consulting
Agreement shall not affect the enforceability of the remaining
portions of this Consulting Agreement or any part thereof; all of
which are inserted herein conditionally on their being valid in
law. In the event that any portion or portions contained herein
shall be declared invalid by a court of competent jurisdiction,
this Consulting Agreement shall be construed so as to make such
portion or portions valid or, if such construction is not legally
possible, as if such invalid portion or portions had not been
inserted.
g. Failure to insist upon strict compliance with any of
the terms, covenants or conditions hereof shall not be deemed a
waiver or relinquishment of any of such terms, covenants or
conditions, nor shall any waiver of relinquishment or any right or
power hereunder at any one time or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
IN WITNESS WHEREOF, the parties have executed and delivered
this Consulting Agreement as of the date first written above.
VALUE HOLDINGS, INC.
By_______________________________
Alison Cohen
President
Future Ventures Limited
By_______________________________
S. Ferguson
Secretary
<PAGE>
<PAGE> 1
CONSULTING AGREEMENT
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into as of October 1st , 1998
by and between VALUE HOLDINGS, INC. a Florida corporation f/k/a
Linium Technology, Inc. (the Company ), and Monument Holdings
Ltd., (the Consultant )
WITNESSETH:
WHEREAS, the Company desires to receive the benefit of the
expertise, knowledge and experience of the Consultant in connection
with consulting services and public relations services to be
performed in Asia.
WHEREAS, each of the Company and the Consultant desires to
enter into this Consulting Agreement;
NOW, THEREFORE, in consideration of the respective covenants
and agreements of the parties set forth herein, the parties hereby
agree as follows;
1. Term and Services. Commencing as of the date hereof, and
continuing thereafter through December 31, 1999 (the Consulting
Period ), the Consultant shall consult with the company in an
advisory capacity when reasonably requested to do so by the Company
in connection with the Company s business and the expansion of he
Company s Business into the United States and Canada; provided that
the consultations shall be performed in the place or places and at
the time or times and in the manner that shall be reasonably
acceptable to the Consultant.
2. Compensation. As compensation for performing consulting
services for the Company during the Consulting Period, the Company
shall cause One Million (1,000,000) shares of its Common Stock, par
value $0001 per share, to be issued to the Consultant.
.
3 Proprietary Information.
a. Upon termination of this Consulting Agreement for
any reason, the Consultant shall forthwith deliver or cause to be
delivered to the Company any and all propriety information
including drawings, notebooks, keys, data and other documents and
materials belonging to the Company which is in his possession or
under his control relating to the Company or the Company s
Business, and will deliver upon such expiration any other property
of the Company which is in his possession or under his control.
<PAGE>
b. For purposes of this Consulting Agreement, the term
"proprietary information" shall mean any information relating to
the Company's Business that has not previously been publicly
released by duly authorized representatives of the Company and
shall included, without limitation, information included in all
drawings, designs, plans, proposals, marketing and sales programs,
financial information, costs, pricing information, customer
information and all methods, concepts or ideas in or reasonably
related to the Company s Business. The Consultant understands and
agrees that all proprietary information conceived by him either
along or with others or provided to him by the Company or others
are the sole and exclusive property of the Company.
4. Miscellaneous Provision.
a. Neither the Consultant nor the Company may at any
time assign this consulting Agreement nor any right or interest
hereunder. This Consulting Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns.
b. For purposes of the Consulting Agreement, the term
Company shall mean and include any and all subsidiaries, parents
and affiliated companies of the company in existence from time to
time.
c. Any notice, request, instruction or other
documentation required or permitted to be given hereunder shall be
sufficient if in writing and had delivered or sent by United States
or Canadian mail, certified mail, return receipt requested, to the
parties at their respective addressees. Either party may change
the address to which notices shall be delivered by notice given to
the other party as provided herein. For all purposes, the date of
the giving of any notice hereunder shall be the date of the hand
delivery or three days after the mailing thereof.
d. This Consulting Agreement contains the entire
agreement of the parties with respect to the subject matter hereof
and any and all prior negotiations, agreements or understandings
relating thereto, whether written or oral, are superseded hereby.
This Consulting Agreement may not be changed, modified, extended,
renewed or supplemented and o provision hereof may be waived,
except by an instrument in writing signed by the party against whom
enforcement or any changed, modification, extension, renewal
supplement or waive is sought.
e. This Consulting Agreement shall be governed by and
construed in accordance with the laws of the State of Florida,
without giving effect to the principles of law thereof.
f. The invalidity of any portion of this Consulting
Agreement shall not affect the enforceability of the remaining
portions of this Consulting Agreement or any part thereof; all of
which are inserted herein conditionally on their being valid in
law. In the event that any portion or portions contained herein
shall be declared invalid by a court of competent jurisdiction,
this Consulting Agreement shall be construed so as to make such
portion or portions valid or, if such construction is not legally
possible, as if such invalid portion or portions had not been
inserted.
g. Failure to insist upon strict compliance with any of
the terms, covenants or conditions hereof shall not be deemed a
waiver or relinquishment of any of such terms, covenants or
conditions, nor shall any waiver of relinquishment or any right or
power hereunder at any one time or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
IN WITNESS WHEREOF, the parties have executed and delivered
this Consulting Agreement as of the date first written above.
VALUE HOLDINGS, INC.
By /s/ Alison Cohen
Alison Cohen
President
Monument Holdings Ltd.
By /s/ Gunnar Helgason
Gunnar Helgason
Director
