<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MEDIZONE CANADA LIMITED
---------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 87-0411771
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
55 West 200 North, Suite 2
Provo, Utah 84601
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(Address of Principal Executive Offices)
(801) 377-1758
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(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 1
---------------------------------------
(Full Title of the Plan)
Brenda M. Hall
55 West 200 North, Suite 2
Provo, Utah 84601
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(Name and Address of Agent for Service)
(801) 377-1758
--------------
(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
- -----------------------------------------------------------------------------
$0.001 par
value common
voting stock 100,000 $0.05 $5,000 $.48*
- -----------------------------------------------------------------------------
* Calculated according to Rule 230.457(h) of the Securities
and Exchange Commission, based upon the exercise price of the
options covering the underlying common stock to be
issued under the Plan.
PART I
Item 1. Plan Information.
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Plan.
----
A copy of the Consultant Compensation Agreement No. 1 (the "Plan")
is attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
- -------------------------------------------------------------------
Available Information.
---------------------
Copies of the Plan, 10-KSB Annual Report of the Registrant for the
year ended December 31, 1997, all 10-QSB Quarterly Reports and any Current
Reports filed with the Securities and Exchange Commission (the "Commission")
during the past twelve months have been provided to the Plan participant.
The Registrant also undertakes to furnish, without charge, to such
participant or person purchasing any of the securities registered hereby
copies of all of such documentation. Requests should be directed to Brenda M.
Hall, President, at the address and telephone appearing on the Cover Page of
this Registration Statement.
Additional information regarding the Registrant may be reviewed at
the Commission's web site www.sec.gov.
PART II
Information Required in the Registration Statement
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the calendar year
ended December 31, 1997, filed with the Securities and
Exchange Commission (the "Commission") on or about April 3,
1998, and its 10-KSB-A filed with the Commission on or about
April 13, 1998;
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
- -----------------------------------
The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
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Branden T. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns no shares of common stock of the Registrant and
is not deemed to be an affiliate of the Registrant or a person associated with
an affiliate of the Registrant. See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
- -------------------------------------------------------------
Under the Nevada Revised Statutes, a corporation has the power to
indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct
committed was unlawful.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None.
Item 8. Exhibits.
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Exhibit
Number
- ------
5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Andersen, Andersen & Strong
Certified Public Accountants
99 Consultant Compensation Agreement No. 1
Item 9. Undertakings.
- ----------------------
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any additional or changed material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement;
provided, however, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the date or dates appearing opposite the respective signatures
hereto.
REGISTRANT:
Date: 10/2/98 By/s/Brenda M. Hall
Brenda M. Hall
President and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute all
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.
Date: 10/2/98 By/s/Brenda M. Hall
Brenda M. Hall
President and Director
Date: 10/2/98 By/s/Paul Finlayson
Paul Finlayson
Secretary/Treasurer and Director
<PAGE>
Securities and Exchange Commission File No. 33-16757-D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MEDIZONE CANADA LIMITED
<PAGE>
EXHIBIT INDEX
Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Andersen, Andersen & Strong
Certified Public Accountants
99 Consultant Compensation Agreement No. 1
(Letterhead of Branden T. Burningham, Esq.)
September 25, 1998
Medizone Canada Limited
55 West 200 North, Suite 2
Provo, Utah 84601
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Medizone Canada Limited, a Nevada corporation
Board of Directors:
As counsel for Medizone Canada Limited, a Nevada corporation (the
"Company"), and in connection with the issuance of 100,000 shares of the
Company's $0.001 par value common stock (the "Securities") to one individual
consultant (the "Consultant") pursuant to a written compensation agreement, a
copy of which is incorporated herein by reference (the "Consultant
Compensation Agreement No. 1" [the "Plan"]), I have been asked to render an
opinion as to the legality of these Securities, which are to be covered by a
Registration Statement to be filed by the Company on Form S-8 of the
Securities and Exchange Commission (the "Commission"), and as to which this
opinion is to be filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the Plan.
I have no interest in any of the Securities covered hereby.
In connection with rendering my opinion, which is set forth below,
I have reviewed and examined originals or copies of the following documents,
to-wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-KSB Annual Report for the calendar year ended December 31,
1997, filed with the Commission on or about April 3, 1998, and its 10-KSB-A
filed with the Commission on or about April 13, 1998;
4. 10-QSB Quarterly Reports for the past twelve months;
5. 8-K Current Report dated June 19, 1998;
6. A copy of the Plan;
7. The Unanimous Consent of the Board of Directors adopting the
Plan, designating the name of the Plan and the name, address and telephone
number of the Plan's Agent; and,
8. Correspondence with the consultant regarding the type of
services rendered and to be rendered, and Securities Act Release No. 7506,
dated February 17, 1998.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that the recipients of these
Securities under the Plan will have paid the consideration required under the
terms of the Plan prior to the issuance of the Securities, and that none of
the services performed by the recipients shall be related to "capital raising"
transactions.
I have also provided the individual participant in the Plan with a
copy of the documents enumerated in paragraphs 3 through 7, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable. This
opinion is expressly limited in scope to the Securities described herein and
which are to be expressly covered by the above referenced Registration
Statement and does not cover any subsequent issuances of any securities to be
made in the future pursuant to any other plans, if any, pertaining to services
performed in the future. Any such transactions are required to be included in
a new Registration Statement or a post-effective amendment to the above
referenced Registration Statement, which will be required to include a revised
or a new opinion concerning the legality of the Securities to be issued.
Further, this opinion is limited to the corporate laws of the State
of Nevada and the securities laws, rules and regulations of the United
States, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Branden T. Burningham
LWB/sg
cc: Medizone Canada Limited
(Letterhead of Branden T. Burningham, Esq.)
September 25, 1998
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Medizone Canada Limited, a Nevada corporation (the
"Registrant"), SEC File No. 33-16757-D, to be filed on
or about September 25, 1998, covering the registration
and issuance of 100,000 shares of common stock to one
individual consultant
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement, and to have my opinion appended as an exhibit thereto.
Sincerely yours,
/s/ Branden T. Burningham
cc: Medizone Canada Limited
<PAGE>
[Letterhead of Andersen, Andersen & Strong]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
September 28, 1998
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
We consent to the incorporation by reference of our report on the
financial statements of Medizone Canada Limited, a Nevada corporation (MCL),
into a registration statement on Form S-8 to be filed by MCL on or about
September 25, 1998. Our report is included in MCL's annual report on Form 10-
K for the fiscal year ended December 31, 1997, which is incorporated by
reference into the S-8 registration statement.
/s/ Andersen, Andersen & Strong
Certified Public Accountants
cc: Medizone Canada Limited
CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made
this 24th day of September, 1998, among Medizone Canada Limited, a Nevada
corporation ("Medizone"); and Leonard W. Burningham, Esq, who has executed and
delivered this Plan by the execution and delivery of the Counterpart Signature
Page which are designated as Exhibit "A" hereof (the "Consultant").
WHEREAS, the Board of Directors of Medizone has adopted a
written compensation agreement for compensation of one individual Consultant
who is a natural person, and who is an attorney; and
WHEREAS, Medizone has engaged the Consultant to provide
services at the request of and subject to the satisfaction of its management;
and
WHEREAS, the Consultant has provided services at the request
and subject to the approval of the management of Medizone; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultant and the maximum value of such
services under this Plan are listed in the Counterpart Signature Page; and
WHEREAS, Medizone and the Consultant intend that this Plan and
the services performed hereunder shall be made, requested and performed in
such a manner that this Plan shall be a "written compensation agreement" as
defined in Rule 405 of the Securities and Exchange Commission ("Commission")
pursuant to which Medizone may issue "freely tradeable" shares (except as may
be limited by "affiliate" status) of its common stock as payment for services
rendered pursuant to an S-8 Registration Statement to be filed with the
Commission by Medizone;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Medizone hereby employs the Consultant and the
consultant hereby accept such employment, and have and will perform the
services requested by management of Medizone to its satisfaction during the
term hereof. The services performed by the Consultant hereunder have been and
will be personally rendered by the Consultant, and no one acting for or on
behalf of the Consultant, except those persons normally employed by the
consultant in rendering services to others, such as secretaries, bookkeepers
and the like.
1.2 Independent Contractors. Regardless of the Consultant's
status as "employee" under Rule 405 of the Commission, all services rendered
by the Consultant hereunder have been rendered as an independent contractor,
and the Consultant shall be liable for any FICA taxes, withholding or other
similar taxes or charges, and the Consultant shall indemnify and hold Medizone
harmless therefrom; it is understood and agreed that the value of all such
items has been taken into account by the Consultant in computing the billable
rate for the services the Consultant have rendered and agreed to render to
Medizone.
1.3 Term. All services performed at the request of Medizone by
the Consultant shall have been performed within 120 days from the date hereof,
at which time this Plan shall terminate, unless otherwise provided herein;
provided, however, this Plan may be extended for an additional 120 day period
by written agreement of Medizone and the Consultant.
1.4 Payment. Medizone and the Consultant agree that Medizone
shall pay the invoices of the Consultant for the services performed under this
Plan by the issuance of shares of its common stock at a price of $0.05 per
share; provided, however, such shares of common stock shall be issued pursuant
to and shall be subject to the filing and effectiveness of a Registration
Statement on Form S-8 covering such shares with the Commission.
1.5 Invoices for Services. On the completion of rendering the
services performed by the Consultant hereunder, the Consultant shall provide
Medizone with a written invoice detailing the services duly performed. Such
invoice shall be paid by Medizone in accordance with Section 1.4 above,
subject to the satisfaction of the management of Medizone that the services
have been performed, and to the extent performed, that the performance was in
a satisfactory manner. The submission of an invoice for the services
performed by the Consultant shall be deemed to be a subscription by the
respective Consultant to purchase shares of common stock of Medizone at the
price outlined in Section 1.4 above, subject only to the filing and
effectiveness of a Registration Statement on Form S-8 covering such shares
with the Commission.
1.6 Common Stock Price. To the extent deemed required or
necessary and for all purposes of this Plan, the Consultant shall have an
"option" covering such shares of common stock at the per share price set forth
in paragraph 1.4 above during the term hereof; the Consultant assumes the risk
of any decrease in the per share price or value of the shares of common stock
of Medizone that may be issued by Medizone for services performed by the
Consultant hereunder, and the Consultant agree that any such decrease shall in
no way affect the rights, obligations or duties of the Consultant hereunder.
1.7 Limitation on Services. None of the services rendered by
the Consultant and paid for by the issuance of shares of common stock of
Medizone shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for
services actually performed by the Consultant, and duly verified to the
satisfaction of Medizone, and subject to the filing and effectiveness of a
Registration Statement on Form S-8 of the Commission covering such shares, one
or more stock certificates representing such shares shall be delivered to the
Consultant at the addresses listed on the Counterpart Signature Page, unless
another address shall be provided to Medizone in writing prior to the issuance
of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Medizone and the Consultant agree that the per share price
of shares of common stock that may be issued by Medizone to the Consultant for
services performed under this Plan has been arbitrarily set by Medizone;
however, in the event Medizone shall undergo a merger, consolidation,
reorganization, recapitalization, declare a stock dividend of its shares of
common stock or cause to be implemented a forward or reverse stock split which
affects the present number of issued and outstanding shares of common stock of
Medizone prior to the issuance of shares to the Consultant, that the per share
price and the number of shares issuable to the Consultant for services
actually rendered hereunder after such event shall be appropriately adjusted
to reflect any such event.
1.10 Effective Date. The Effective Date of the Plan for each of
the Consultant shall be the date set forth on the Counterpart Signature Page.
1.11 Conditions. The Plan is subject to the following
conditions, to-wit:
The number of shares of common stock to be issued under the
Plan shall in no event exceed 10% of the total issued and
outstanding shares of common stock of the post-reorganized
company.
Section 2
Representations and Warranties of Medizone
Medizone represents and warrants to, and covenants with, the
Consultant as follows:
2.1 Corporate Status. Medizone is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada
and is licensed or qualified as a foreign corporation in all states in which
the nature of its business or the character or ownership of its properties
makes such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of Medizone has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Medizone may issue "freely tradeable" shares of its common
stock as payment for services rendered, subject to the filing and
effectiveness of an S-8 Registration Statement to be filed with the Commission
by Medizone.
2.3 Registration Statement on Form S-8. Medizone shall engage
the services of a competent professional to prepare and file a Registration
Statement on Form S-8 with the Commission to cover the shares of common stock
to be issued under the Plan; shall cooperate with such professional in every
manner whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which such Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading, and
which such Registration Statement shall become effective immediately upon its
filing; such Registration Statement shall be prepared at the sole cost and
expense of Medizone; and Medizone will provide to the Consultant prior to the
issuance and delivery of any such shares of common stock a copy of such
Registration Statement, the Compensation Plan adopted by its Board of
Directors, all quarterly, annual or current reports or other documents
incorporated by reference into such Registration Statement and any other
similar reports filed or publicly disseminated following the effective date of
any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations.
Medizone shall fully comply with any and all federal or state securities laws,
rules and regulations governing the issuance of any such shares of common
stock.
2.5 Limitation on Services. Medizone shall not request the
Consultant to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. Medizone is required to file
reports with the Commission pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and Medizone has or will file with
the Commission all reports required to be filed by it forthwith, and shall
continue to file such reports with the Commission so long as required, but for
a period of not less than one year; and such reports are or will be true and
correct in every material respect.
2.7 Corporate Authority and Due Authorization. Medizone has
full corporate power and authority to enter into this Plan and to carry out
its obligations hereunder. Execution of this Plan and performance by Medizone
hereunder have been duly authorized by all requisite corporate action on the
part of Medizone, and this Plan constitutes a valid and binding obligation of
Medizone and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of Medizone.
Section 3
Representations and Warranties of the Consultant
The Consultant represents and warrants to, and covenants with,
Medizone as follows:
3.1 Employment. The Consultant hereby accepts employment by
Medizone for the services performed pursuant to this Agreement. The services
performed by the Consultant hereunder have been personally rendered by the
Consultant, and no one acting for or on behalf of the Consultant.
3.2 Accredited Investors. The Consultant represents and
warrants that, by reason of income, net assets, education, background and
business acumen, the Consultant have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Medizone, either singly or through the aid and assistance of a competent
professional, and are fully capable of bearing the economic risk of loss of
the total investment of services; further, he is an "accredited investor" as
that term is defined under the 1933 Act or the rules and regulations
promulgated thereunder.
3.3 Suitability of Investment. Prior to the execution of this
Plan, the Consultant shall have provided the services outlined in the
Counterpart Signature Page to Medizone, and the Consultant, singly, or through
the advice of a competent professional, fully believe that an investment in
shares of common stock of Medizone is a suitable investment for the
Consultant.
3.4 Limitation on Services. None of the services rendered by
the Consultant and paid for by the issuance of shares of common stock of
Medizone shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. The Consultant has full power
and authority to enter into this Plan and carry out the obligations hereunder.
Execution of this Plan and performance by the Consultant hereunder constitutes
a valid and binding obligation of the Consultant and performance hereunder
will not violate any other agreement to which the Consultant is a party.
Section 4
Indemnity
Medizone and the Consultant agree to indemnify and hold the
other harmless for any loss or damage resulting from any misstatement of a
material fact or omission to state a material fact by the other contained
herein or contained in the S-8 Registration Statement of Medizone to be filed
hereunder, to the extent that any misstatement or omission contained in the
Registration Statement was based upon information supplied by the other.
Section 5
Termination
Prior to the performance of services hereunder, this Plan may
be terminated (1) by mutual consent of Medizone and the Consultant in writing;
(2) by either the Directors of Medizone or the Consultant if there has been a
material misrepresentation or material breach of any warranty or covenant by
the other party; and (3) shall automatically terminate at the expiration of
the term hereof, provided, however, all representations and warranties shall
survive the termination hereof; provided, further, however, that any
obligation of Medizone to pay for any services actually rendered by the
Consultant hereunder shall survive any such termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time,
after the execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested by the other
party to carry out the intent and purposes of this Plan.
6.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Medizone: 55 West 200 North, Suite #2
Provo, Utah 84601
If to Consultant: The address listed on the
Counterpart Signature Page
6.3 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
6.4 Headings. The section and subsection headings in this Plan
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Nevada, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern.
6.6 Assignment. Neither Medizone nor the Consultant can assign
any rights, duties or obligations under this Plan, and in the event of any
such assignment, such assignment shall be deemed null and void.
6.7 Counterparts. This Plan may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan effective
the day and year first above written.
MEDIZONE CANADA LIMITED
By /s/ Brenda M. Hall, President
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EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Medizone Canada Limited and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Leonard W. Burningham, Esq.
455 East 500 South, Suite #205
Salt Lake City, Utah 84111
Date: 9/30/98 /s/ Leonard W. Burningham
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
Legal Services rendered in regards to non-capital 100,000
raising issues and as will be set forth in invoices $5,000
to Medizone as payment of the option price.
