As filed with the Securities and Exchange Commission on March 13, 2000,
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)
505 Park Avenue, New York, New York 10022
---------------------------------------------------
(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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
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 950,000 $0.05 $ 47,500 $100.00
VALUE $0.004167
PER SHARE (1)
- ----------------------------------------------------------------------------------------------------------
COMMON STOCK PAR 900,000 $0.05 $ 45,000 $100.00
VALUE $0.004167
PER SHARE (2)
- ----------------------------------------------------------------------------------------------------------
COMMON STOCK PAR 1,150,000 $0.05 $107,500 $100.00
VALUE $0.004167
PER SHARE (3)
==========================================================================================================
</TABLE>
1
<PAGE>
CALCULATION OF REGISTRATION FEE - NOTES THERETO
(1) The Company is to issue 950,000 shares of its common stock as
compensation for services to James Henderson.. 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 900,000 shares of its common stock as
compensation for services to Ole M. Christensen. 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 1,150,000 shares of its common stock as
compensation for services to Anton von Tarkanyi. 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.
(a) The Company's Quarterly Report on Form 10-Q for the periods ending June
30, 1999; September 30, 1999;
(b) The Company's Annual Report on Form 10-K for the year ended December
31, 1998;
(c) 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
(d) 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 50,000,000 shares of Common
Stock, $0.004167 par value per share, of which 19,703,276 shares were issued and
outstanding as of March 1, 2000 and 200,000 shares of Preferred Stock, no par
value, of which no shares were issued and outstanding as of March 1, 2000.
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
3
<PAGE>
the Company's Common Stock is entitled to an equal share of corporate assets
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.
None
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
(a) 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
<PAGE>
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 13th day of March, 2000.
E*TWOMEDIA.COM
By: /s/ DANIEL JEFFERIES
-----------------------------------
Daniel Jefferies, 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
- ------------------------ -------------------- ---------------
Daniel Jefferies Chief Executive Officer, March 13, 2000
President and Chairman
of the Board
6
<PAGE>
INDEX TO EXHIBITS
NO. DESCRIPTION
--- -----------
5. Opinion and Consent of Counsel
10.1 Services Agreement with James Henderson dated Feb. 8, 2000
10.2 Services Agreement with Ole M. Christenson dated Feb. 19, 2000
10.3 Services Agreement with Anton von Tarkanyi dated Jan. 25, 2000
23 Consent of Nelson, Mayoka & Company, P.C., Certified Public
Accountants
7
EXHIBIT 5
MARC A. PALAZZO, ESQ.
1617 JFK BLVD.
PHILADELPHIA, PENNSYLVANIA
(215) 988-0080
March 13, 2000
E*TwoMedia.com
505 Park Avenue
New York, New York 10022
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, 2000.
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. In 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,
/s/ Marc A. Palazzo
-----------------------
Marc A. Palazzo, Esq.
8
EXHIBIT 10.1
SERVICES AGREEMENT
This Agreement, effective this 8th day of February, 2000, is entered into by and
between E*TWOMEDIA.COM ("Client"), with the mailing address of 505 Park Avenue,
New York, New York 10022, and James Henderson ("Consultant"), with the mailing
address of 61A South Audley Street, London W1Y 5FB.
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 and specialized
consulting within the information technology sector, within the data
encyption and data compression sector 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 Nine Hundredand and Fifty Thousand (950,000)
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.
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.
9
<PAGE>
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications equired 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 heir 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 tconstrue 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.
CLIENT: CONSULTANT:
E* TWOMEDIA.COM JAMES HENDERSON
By: /s/ Danial Jefferies
-------------------------
Its: President
10
EXHIBIT 10.2
SERVICES AGREEMENT
This Agreement, effective this 19th day of February, 2000, is entered into by
and between E*TWOMEDIA.COM ("Client"), with the mailing address of 505 Park
Avenue, New York, New York 10022, and Ole M. Christenson ("Consultant"), with
the mailing address of 14 Milner Street, London SW3.
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 and specialized
consulting within the information technology sector, and more particularily
the introduction and implementation of certain business opportunities
within the intelligent and smart card industries 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 Nine Hundredand Thousand (900,000) 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.
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.
11
<PAGE>
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications equired 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 heir 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 tconstrue 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.
CLIENT: CONSULTANT:
E* TWOMEDIA.COM OLE M. CHRISTENSON
By: /s/ Danial Jefferies
-------------------------
Its: President
12
EXHIBIT 10.3
SERVICES AGREEMENT
This Agreement, effective this 25th day of January, 2000, is entered into by and
between E*TWOMEDIA.COM ("Client"), with the mailing address of 505 Park Avenue,
New York, New York 10022, and Anton von Tarkanyi ("Consultant"), with the
mailing address of 1U8 Rakoosliget, Budapest, Hungary.
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 and specialized
consulting within the information technology sector, and more particularily
the introduction and implementation of certain business opportunities
within the convergence technologies sectors 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 one million one hundred and fifty thousand
(1,150,000) 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.
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.
13
<PAGE>
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications equired 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 heir 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 tconstrue 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.
CLIENT: CONSULTANT:
E* TWOMEDIA.COM ANTON VON TARKANYI
By: /s/ Danial Jefferies
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Its: President
14
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
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We consent to the incorporation by reference in the registration
statement on Form S-8 of E*twoMedia.com of our report dated April 1999 on our
audit of the consolidated financial statements of E*twoMedia.com as of and for
the year ended December 31, 1998, which report is included in the Annual Report
on Form 10-K.
Date: March 13, 2000 Nelson Mayoka & Co.
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By: /s/ Mark Mayoka
-------------------
Mark Mayoka
