As filed with the Securities and Exchange Commission on March ,1999,
Registration No. 0-18049
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
E*TWOMEDIA.COM
--------------------------------------------------
(Exact name of registrant as specified in charter)
Nevada 91-1317131
- ---------------------------------------------- --------------------------
(State or other jurisdiction of incorporation) (IRS Employer I.D. Number)
53 West 23rd Street, New York, New York 10010
- ----------------------------------------- ----------
(Address of principle executive offices) (Zip Code)
SERVICES AGREEMENT
(Full Title of Plan(s))
LAUGHLIN ASSOCIATES, INC.
2533 NORTH CARSON STREET
CARSON CITY, NEVADA 89700
800-648-0966
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PER AGGREGATE REGISTRATION
REGISTERED REGISTERED SHARE OFFERING PRICE FEE
- ---------------- ------------ ------------ -------------- ------------
<S> <C> <C> <C> <C>
COMMON STOCK PAR 200,000 $0.05 $10,000 $100.00
VALUE $0.004167
PER SHARE (1)
COMMON STOCK PAR 525,000 $0.05 $20,000 $100.00
VALUE $0.004167
PER SHARE (2)
COMMON STOCK PAR 200,000 $0.05 $10,000 $100.00
VALUE $0.004167
PER SHARE (3)
COMMON STOCK PAR 30,000 $0.05 $ 1,500 $100.00
VALUE $0.004167
PER SHARE (4)
</TABLE>
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CALCULATION OF REGISTRATION FEE - NOTES THERETO
(1) The Company is to issue 200,000 shares of its common stock as
compensation for services to Oram Ltd.. Approximate date of proposed
sale pursuant to the plan; as soon as practicable after the
Registration Statement becomes effective.
(2) The Company is to issue and/or reissue 525,000 shares of its common
stock as compensation for services to William W. Bolles. Approximate
date of proposed sale pursuant to the plan; as soon as practicable
after the Registration Statement becomes effective.
(3) The Company is to issue 200,000 shares of its common stock as
compensation for services to Michael A. Cassin. Approximate date of
proposed sale pursuant to the plan; as soon as practicable after the
Registration Statement becomes effective.
(4) The Company is to issue 30,000 shares of its common stock as
compensation for services to Marc A. Palazzo. Approximate date of
proposed sale pursuant to the plan; as soon as practicable after the
Registration Statement becomes effective.
This registration statement, including all exhibits and attachments, consists of
__ pages.
The exhibit index is on page 7.
2
<PAGE>
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which are filed or are in the process of being filed
with the Securities Exchange Commission, are incorporated by reference in this
registration statement.
(1) The Company's Quarterly Report on Form 10-Q for the periods ending June 30,
1998; September 30, 1998;
(2) The Company's Annual Report on Form 10-K for the year ended December 31,
1997;
(3) All other Quarterly and Annual Reports filed by the Company pursuant to
sections 13(a) or 15(d) of the Securities Exchange Act of 1934 prior to the
end of the fiscal year covered by the Annual Report referred to in (c)
above; and
(4) All other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment to this Registration Statement
which indicates that all of the shares of common-stock offered have been
sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's authorized capitalization includes 12,000,000 shares of Common
Stock, $0.004167 par value per share, of which 1,546,181 shares were issued and
outstanding as of March 24, 1999 and 200,000 shares of Preferred Stock, no par
value, of which 49,282 shares were issued and outstanding as of March 24, 1999.
Holders of the Company's Common Stock are entitled to one vote per share on each
matter submitted to vote at any meeting of the shareholders. The Company's
Bylaws require a majority of the Company's issued and outstanding shares of
Common Stock must be represented in order to constitute a quorum necessary to
transact business at a meeting of the shareholders. Shares of Common Stock does
not carry cumulative voting rights and, therefore, holders of a majority of the
outstanding shares of Common Stock are able to elect the entire board of
directors, and, if they do so, holders of the remaining shares of Common Stock
will not be able to elect any directors. Holders of the Company's Common Stock
have no preemptive rights to acquire additional shares of Common Stock. The
Company's Common Stock is not subject to redemption and carries no subscription
or conversion rights. In the event of the Company's liquidation, each share of
the Company's Common Stock is entitled to an equal share of corporate assets
3
<PAGE>
remaining after satisfaction of all Company liabilities and preferred
distributions to holders of the Company's Preferred Stock. Holders of shares of
the Company's Common Stock are entitled to receive such dividends as the board
of directors may from time to time declare out of funds legally available for
the payment of dividends. The Company has not paid cash dividends on its Common
Stock, and does not anticipate that it will pay each dividends on its Common
Stock in the foreseeable future.
The Company's Preferred Stock consists of a single class of preferred stock. The
Preferred Stock is convertible one year after date of issuance, and is
nonvoting. Holders of shares of the Preferred Stock are entitled to a preference
over the Company's Common Stock in the event of the Company's liquidation, in
the amount of $7.00 per share of Preferred Stock. Shares of Preferred Stock are
convertible into shares of Common Stock as follows: One for one Share, Preferred
Shares are redeemable by the Company on the following terms: One year from date
of issuance; $7.00 per share. The Company has not paid cash dividends on its
Preferred Stock, and does not anticipate that it will pay cash dividends on its
Preferred Stock in the foreseeable future.
The Company's board of directors has the authority, without any further action
by the Company's shareholders, to issue any portion of the authorized but
unissued shares of the Company's Common Stock and Preferred Stock, upon terms
established by the board of directors]. In the event of any such issuance of
additional shares of the Company's Common Stock or Preferred Stock, the
percentage ownership of the Company by existing shareholders would be reduced
and the book value of the Company's Common Stock may be diluted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Company counsel is registering shares pursuant to an agreement filed as an
exhibit hereto.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
(1) Article 9 of the Company's Articles of Incorporation, and Article VII,
Section 1 of the Company's Bylaws, provide for indemnification of the
Company's officers and directors against certain liabilities. Officers and
directors of the Company are indemnified generally against expenses
actually and reasonably incurred in connection with proceedings, whether
civil or criminal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibit index is contained on page 7 of this Registration Statement.
4
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ITEM 9. UNDERTAKINGS.
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 include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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; and (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 this
Registration Statement, including but not limited to) any addition or
election of a managing underwriter; provided, however that paragraphs (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each suh 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) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report for the
Company pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Company pursuant to the provisions described in
Item 6, or otherwise, the Company has been advised that in the opinion of
the Securities Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person the Company
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 Company 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 against public policy as expressed in the Securities Act of 1933, as
amended, and will be governed by the final adjudication of such issue.
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, the
State of New York, on this 24th day of March, 1999.
E*TWOMEDIA.COM
By: /s/ MICHAEL CASSIN
----------------------------------------------
Michael Cassin, President, Chief Executive Officer
and Chairman of the Board
Each person whose signature appears below on this Registration Statement hereby
constitutes and appoints Michael Cassin, President of his successor in his
office, with full power to act as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him in his name,
place and stead, and in any and all capacities (until revoked in writing) to
sign any and all capacities (including post-effective amendments and amendments
thereto) this Registration Statement on Form S-8 of E*twoMedia.com, and to file
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
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 for all
intents and purposes, as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact or his substitute may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
- ------------------- -------------------- ----------------
- -------------------
Michael Cassin Chief Executive Officer, March 24, 1999
President and Chairman
of the Board
6
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INDEX TO EXHIBITS
NO. DESCRIPTION
- --- -----------
5. Opinion and Consent of Marc A. Palazzo, Esq.
10.1 Services Agreement with Oram Ltd dated Feb. 27, 1999
10.2 Services Agreement with William W. Bolles dated Dec. 27, 1998
10.3 Services Agreement with Michael A. Cassin dated Dec. 27, 1998
10.4 Services Agreement with Marc A. Palazzo dated Dec. 27, 1998
7
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EXHIBIT 5
MARC A. PALAZZO, ESQ.
1617 JFK BLVD.
PHILADELPHIA, PENNSYLVANIA
(215) 988-0080
March 25, 1999
E*TwoMedia.com
53 West 23rd Street
New York, New York 10016
Gentlemen:
You have requested my opinion with respect to the securities included in the
Company's registration statement on Form S-8 (the "Registration Statement"),
which will be filed with the Securities and Exchange Commission in March, 1999.
In my role as counsel to the Company, I have examined the original or certified
copies of such records of the Company and such agreements, certificates of
public officials, certificates of officers or representatives of the Company and
others, and such other documents as I deemed relevant and necessary for the
opinion expressed in this letter. In such examination, I have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to me as conformed or photostatic
copies. As to various questions of fact material to such opinion, I have relied
upon statements or certificates of officials and representatives of the Company
and others.
The legal opinion expressed herein relates solely to New York corporate law.
Based upon and subject to the foregoing, I am of the opinion that:
When the Registration Statement becomes effective under the Securities Act of
1933, as amended, and the securities are issued and distributed as contemplated
in the Registration Statement, the securities will constitute legally issued,
paid and non-assessable securities of the Company.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. I giving such consent, I do not hereby admit that I am included
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
Very truly yours,
Marc A. Palazzo, Esq.
8
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EXHIBIT 10.1
SERVICES AGREEMENT
This Agreement, effective this 27th day of February, 1999, is entered into by
and between E*TWOMEDIA.COM ("Client"), with the mailing address of 53 West 23rd
Street, New York, New York 10010, Oram Ltd ("Consultant"), with the mailing
address of PO Box 1 Corral Rd., Gibraltar.
1. SERVICES. Client desires, and Consultant is willing to provide services for
E* TwoMedia.com, of the nature and type requested by Client in the areas of
Consultant's practice and expertise, during the term described below (the
"Services"). Upon the reasonable request of Client, Consultant shall provide
Client with future Services pursuant to the terms and conditions of this
Agreement. Consultant shall include providing general financial consulting,
promotion of brokers and market makers and fund raising pursuant to a written
agreement on file at the office of E*twoMedia.com..
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf of
Consultant to Client, shall be considered the agents, consultants, contractors
or employees of Consultant. The relationship between Consultant and Client is
solely one of independent contractor. Consultant is entitled to perform the
Services required herein through the use of his own personnel. Nothing herein
shall be construed or interpreted to deem the relationship between Client and
Consultant to be an employer/employee relationship. Consultant shall be
responsible for all contract obligations he may have with his personnel with any
fringe benefits to which they may be entitled by reason of being personnel of
Consultant. Consultant shall also be responsible for withholding payroll taxes
from the wages and salaries paid to his personnel and the payment of all payroll
taxes relating to their employment to government agencies and shall provide
workman's compensation insurance, unemployment insurance and any other insurance
required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to pay
to Consultant the sum of Two Hundred Thousand (200,000) shares of the common
stock of Client, which shall be issued to Consultant as soon as practical
following execution hereof, free and clear of all liens, encumbrances and
restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form S-8
with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filling shall occur as soon as practical after the
shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to perform
their respective obligations under this Agreement, or be liable for their
failure to perform for delay in performance of their obligations hereunder if
such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party can terminate and the verifiable fees and
costs owed Consultant by Client shall become a lien against the assets of
Client.
9
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6. TERM AND TERMINATION. This Agreement shall be effective upon the date first
written above and shall continue in effect for six (6) months thereafter or
until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated by
either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon breach
shall be made by written notice to the other party and shall become effective
ten (10) days after delivery of such notice, provided the defaulting party has
not cured any such default to the satisfaction of the other party within said
ten (10) day period. Client shall issue an additional 200,000 shares of stock if
consultant has rendered and continues to render services beneficial to client
which shall include obtaining new corporate opportunities and thus increasing
the value of client's stock.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the parties
hereto and their respective heirs, legal representatives, successors or assigns.
Neither party shall assign its obligations hereunder without the express written
consent of the other party.
(c) The captions used in this Agreement are for purposes of identification only
and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all necessary
signatures or may be executed simultaneously in two (2) or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding between
the parties hereto and integrates all prior negotiations, discussions and
agreements between them. No modifications of the terms of this Agreement shall
be valid unless in writing and signed by an authorized representative of each
party hereto (or their successors).
(f) If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of the
State of Nevada.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on
the day and year first above written.
CLIENT:
E* TWOMEDIA.COM
By: /s/ Michael Cassin
-------------------------
Its: President
-------------------------
CONSULTANT:
ORAM LTD
By: /s/ Howard Thomas
-------------------------
Its: Director
-------------------------
11
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EXHIBIT 10.2
SERVICES AGREEMENT
This Agreement, effective this 27th day of December, 1998, is entered into by
and between E*TWOMEDIA.COM ("Client"), with the mailing address of 53 West 23rd
Street, New York, New York 10010, William W. Bolles ("Consultant"), with the
mailing address of 37 E. 28th Street, Suite 906, New York, New York 10016.
1. SERVICES. Client desires, and Consultant is willing to provide services for
E* TwoMedia.com, of the nature and type requested by Client in the areas of
Consultant's practice and expertise, during the term described below (the
"Services"). Upon the reasonable request of Client, Consultant shall provide
Client with future Services pursuant to the terms and conditions of this
Agreement. Consultant shall include providing general financial consulting,
promotion of brokers and market makers and fund raising pursuant to a written
agreement on file at the office of E* TwoMedia.com.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf of
Consultant to Client, shall be considered the agents, consultants, contractors
or employees of Consultant. The relationship between Consultant and Client is
solely one of independent contractor. Consultant is entitled to perform the
Services required herein through the use of his own personnel. Nothing herein
shall be construed or interpreted to deem the relationship between Client and
Consultant to be an employer/employee relationship. Consultant shall be
responsible for all contract obligations he may have with his personnel with any
fringe benefits to which they may be entitled by reason of being personnel of
Consultant. Consultant shall also be responsible for withholding payroll taxes
from the wages and salaries paid to his personnel and the payment of all payroll
taxes relating to their employment to government agencies and shall provide
workman's compensation insurance, unemployment insurance and any other insurance
required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to pay
to Consultant the sum of Five Hundred Twenty Five Thousand (525,000) shares of
the common stock of Client, which shall be issued to Consultant as soon as
practical following execution hereof, free and clear of all liens, encumbrances
and restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form S-8
with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filling shall occur as soon as practical after the
shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to perform
their respective obligations under this Agreement, or be liable for their
failure to perform for delay in performance of their obligations hereunder if
such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party can terminate and the verifiable fees and
costs owed Consultant by Client shall become a lien against the assets of
Client.
12
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6. TERM AND TERMINATION. This Agreement shall be effective upon the date first
written above and shall continue in effect for six (6) months thereafter or
until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated by
either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon breach
shall be made by written notice to the other party and shall become effective
ten (10) days after delivery of such notice, provided the defaulting party has
not cured any such default to the satisfaction of the other party within said
ten (10) day period. Client shall issue an additional 200,000 shares of stock if
consultant has rendered and continues to render services beneficial to client
which shall include obtaining new corporate opportunities and thus increasing
the value of client's stock.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the parties
hereto and their respective heirs, legal representatives, successors or assigns.
Neither party shall assign its obligations hereunder without the express written
consent of the other party.
(c) The captions used in this Agreement are for purposes of identification only
and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all necessary
signatures or may be executed simultaneously in two (2) or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding between
the parties hereto and integrates all prior negotiations, discussions and
agreements between them. No modifications of the terms of this Agreement shall
be valid unless in writing and signed by an authorized representative of each
party hereto (or their successors).
(f) If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
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(g) This Agreement shall be governed by and interpreted under the laws of the
State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on
the day and year first above written.
CLIENT:
E*TWOMEDIA.COM
By: /s/ Michael Cassin
--------------------------
Its: President
--------------------------
CONSULTANT:
/s/ William W. Bolles
--------------------------
William W. Bolles
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EXHIBIT 10.3
SERVICES AGREEMENT
This Agreement, effective this 27th day of February, 1999, is entered into by
and between E*TWOMEDIA.COM ("Company"), with the mailing address of 53 West 23rd
Street, New York, New York 10010, Michael Cassin ("President"), with the mailing
address of 166 East 83rd Street, New York, New York 10028.
1. SERVICES. Company desires, and President is willing to provide services for
E*TwoMedia.com, of the nature and type requested by Company in the area of
President of the Company during the term described below (the "Services"). Upon
the reasonable request of Company, President shall provide Company with future
Services pursuant to the terms and conditions of this Agreement. President shall
include providing general financial consulting, promotion of brokers and market
makers and fund raising pursuant to a written agreement on file at the office of
E*TwoMedia.com.
2. CHARGES FOR SERVICES. In consideration for the Services, Company agrees to
pay to President the sum of Two Hundred Thousand (200,000) shares of the common
stock of Company, which shall be issued to President as soon as practical
following execution hereof, free and clear of all liens, encumbrances and
restrictions as provided in Section 4 hereof.
3. S-8 REGISTRATION. Company agrees to file a registration statement on Form S-8
with the Securities & Exchange Commission, registering all shares payable
hereunder to President. Said filling shall occur as soon as practical after the
shares have been issued to President, and President agrees to cooperate in full
with Company in making such filing.
4. INABILITY TO PERFORM. President and Company shall not be required to perform
their respective obligations under this Agreement, or be liable for their
failure to perform for delay in performance of their obligations hereunder if
such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party can terminate and the verifiable fees and
costs owed President by Company shall become a lien against the assets of
Company.
5. TERM AND TERMINATION. This Agreement shall be effective upon the date first
written above and shall continue in effect for six (6) months thereafter or
until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated by
either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon breach
shall be made by written notice to the other party and shall become effective
ten (10) days after delivery of such notice, provided the defaulting party has
not cured any such default to the satisfaction of the other party within said
15
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ten (10) day period. Company shall issue an additional 200,000 shares of stock
if President has rendered and continues to render services beneficial to Company
which shall include obtaining new corporate opportunities and thus increasing
the value of Company's stock.
6. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the parties
hereto and their respective heirs, legal representatives, successors or assigns.
Neither party shall assign its obligations hereunder without the express written
consent of the other party.
(c) The captions used in this Agreement are for purposes of identification only
and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all necessary
signatures or may be executed simultaneously in two (2) or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding between
the parties hereto and integrates all prior negotiations, discussions and
agreements between them. No modifications of the terms of this Agreement shall
be valid unless in writing and signed by an authorized representative of each
party hereto (or their successors).
(f) If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of the
State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on
the day and year first above written.
COMPANY:
E*TWOMEDIA.COM
By: /s/ Michael Cassin
--------------------------
Its: President
--------------------------
/s/ Michael Cassin
--------------------------
Michael Cassin
16
<PAGE>
EXHIBIT 10.4
SERVICES AGREEMENT
This Agreement, effective this 27th day of December, 1998, is entered into by
and between E*TWOMEDIA.COM ("Client"), with the mailing address of 53 West 23rd
Street, New York, New York 10010, Marc A. Palazzo ("Consultant"), with the
mailing address of 331 W. 19th Street, Suite GF, New York, New York 10011.
1. SERVICES. Client desires, and Consultant is willing to provide services for
E* TwoMedia.com, of the nature and type requested by Client in the areas of
Consultant's practice and expertise, during the term described below (the
"Services"). Upon the reasonable request of Client, Consultant shall provide
Client with future Services pursuant to the terms and conditions of this
Agreement. Consultant shall include providing general financial consulting,
promotion of brokers and market makers and fund raising pursuant to a written
agreement on file at the office of E* TwoMedia.com.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf of
Consultant to Client, shall be considered the agents, consultants, contractors
or employees of Consultant. The relationship between Consultant and Client is
solely one of independent contractor. Consultant is entitled to perform the
Services required herein through the use of his own personnel. Nothing herein
shall be construed or interpreted to deem the relationship between Client and
Consultant to be an employer/employee relationship. Consultant shall be
responsible for all contract obligations he may have with his personnel with any
fringe benefits to which they may be entitled by reason of being personnel of
Consultant. Consultant shall also be responsible for withholding payroll taxes
from the wages and salaries paid to his personnel and the payment of all payroll
taxes relating to their employment to government agencies and shall provide
workman's compensation insurance, unemployment insurance and any other insurance
required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to pay
to Consultant the sum of Thirty Thousand (30,000) shares of the common stock of
Client, which shall be issued to Consultant as soon as practical following
execution hereof, free and clear of all liens, encumbrances and restrictions as
provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form S-8
with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filling shall occur as soon as practical after the
shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to perform
their respective obligations under this Agreement, or be liable for their
failure to perform for delay in performance of their obligations hereunder if
such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party can terminate and the verifiable fees and
costs owed Consultant by Client shall become a lien against the assets of
Client.
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6. TERM AND TERMINATION. This Agreement shall be effective upon the date first
written above and shall continue in effect for six (6) months thereafter or
until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated by
either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon breach
shall be made by written notice to the other party and shall become effective
ten (10) days after delivery of such notice, provided the defaulting party has
not cured any such default to the satisfaction of the other party within said
ten (10) day period. Client shall issue an additional 200,000 shares of stock if
consultant has rendered and continues to render services beneficial to client
which shall include obtaining new corporate opportunities and thus increasing
the value of client's stock.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the parties
hereto and their respective heirs, legal representatives, successors or assigns.
Neither party shall assign its obligations hereunder without the express written
consent of the other party.
(c) The captions used in this Agreement are for purposes of identification only
and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all necessary
signatures or may be executed simultaneously in two (2) or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding between
the parties hereto and integrates all prior negotiations, discussions and
agreements between them. No modifications of the terms of this Agreement shall
be valid unless in writing and signed by an authorized representative of each
party hereto (or their successors).
(f) If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of the
State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on
the day and year first above written.
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<PAGE>
CLIENT:
E*TWOMEDIA.COM
By: /s/ Michael Cassin
---------------------------
Its: President
---------------------------
CONSULTANT:
/s/ Marc A. Palazzo
---------------------------
Marc A. Palazzo
19
