<PAGE>
As filed with the Securities and Exchange Commission on ____________, 1997
Registration No. 333-_________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
VITAFORT INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 68-0110509
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1800 Avenue of the Stars, Suite 480
Los Angeles, California 90067
(Address of principal executive offices)
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND THEO BRADFORD
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND DALE DE MARCHI
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND MARK DODGE
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND MICHAEL DONAHUE
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND DAVID DONDICK
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOEL FREEDMAN
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND FRANK HARITON
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND PAUL HERMIS
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND KEITH HIMES
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JULIA HOLBERT
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND LOUIS LANE
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND CRAIG LAZAR
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOHN LISS
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ROBERT LUKE
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JAMES MAC PHERSON
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND DANA PERLMAN
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND RADU POPA
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND HARRY S. STAHL
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND BENJAMIN TABATCHNICK
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ALLAN ZACKLER
MARK BEYCHOK
VITAFORT INTERNATIONAL CORPORATION
1800 Avenue of the Stars, Suite 480
Los Angeles, California 90067
(Name and address of agent for service)
(310) 552-6393
(Telephone number, including area code, of agent for service)
Copy to:
Harry S. Stahl, Esq.
McKenna & Stahl
2603 Main Street, Suite 1010
Irvine, California 92614
<PAGE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
be Registered Registered Offering aggregate Fee (1)
Price Per Offering
Share (1) Price (1)
- --------------------------------------------------------------------------------
Common Stock (1) 428,086 $ 1.25 $535,108 $ 185
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, on the basis of the
average of the high and low prices of the Registrant's Common Stock as quoted
on the OTC Electronic Bulletin Board on July 15, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Vitafort International
Corporation (alternatively, the "Company" and the "Registrant")
with the Securities and Exchange Commission ("Commission")
pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act") (File No. 0-18438) are incorporated by reference
in this Registration Statement:
(1) The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996.
(2) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1997.
(3) The Company's Current Reports on Form 8-K dated August 15,
1996 (filed with the Commission on August 30, 1996), January 31,
1997 (filed with the Commission on February 7, 1997) and February
5, 1997 (filed with the Commission on February 12, 1997).
(4) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in Paragraph (1) above.
(5) The Prospectus of the Company filed by the Company on December 19,
1989 contains a description of the Company's Common Stock.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 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 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 herein or 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 or in
any other subsequently filed document which also is or was deemed
to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
II-1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered hereunder is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Harry S. Stahl, Esq. owns 10,000 shares of the Company's Common
Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company and Section 145 of
the General Corporation Law of the State of Delaware provide for
indemnification of directors and officers under certain conditions
and subject to certain limitations.
Section 145 of the General Corporation Law of the State of
Delaware empowers the Company to indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of
the Company or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation or
enterprise, against expenses, judgments, fines and amounts paid in
settlement and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful except that, in the case of an action or suit
by or in the right of the Company, no indemnification may be made
in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Company unless the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all of the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper. Article 7 of the Certificate of
Incorporation of the Company provides for indemnification of
persons to the fullest extent authorized by the General
Corporation Law of the State of Delaware.
In accordance with the General Corporation Law of the State of
Delaware, the Company has adopted a provision in its Certificate
of Incorporation to limit the personal liability of its directors
for violations of their fiduciary duty. The provision eliminates
each director's liability to the Company or its stockholders for
monetary damages except: (i) for any breach of the director's duty
of loyalty to the Company or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under the section
of the Delaware law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or
redemptions; or (iv) for any transaction from which a director
derived an improper personal benefit.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
This item is inapplicable.
ITEM 8. EXHIBITS.
3.1 Certificate of Incorporation of the Registrant (1)
3.2 Bylaws of the Registrant (1)
3.3 Agreement and Plan of Merger between the Registrant and
Vitafort International Corporation, a California
corporation (1)
3.4 Certificate of Designation - Series A Preferred Stock (2)
3.5 Certificate of Designation - Series B Preferred Stock
(2)
3.6 Certificate of Amendment to the Certificate of
Incorporation, November 1991 (2)
3.7 Certificate of Designation - Series C Preferred Stock (2)
3.8 Certificate of Amendment to the Certificate of
Incorporation, filed February 8, 1994 (3)
3.9 Certificate of Designation - Series D Preferred Stock (3)
3.10 Certificate of Amendment to the Certificate of
Incorporation, filed November, 1995. Incorporated by
reference to Exhibit filed with the Registrant's
Registration Statement on Form S-8 filed January 25,
1996, File Number 33-300435 (the "January 1996 S-8").
3.11 Certificate of Elimination - Series A Preferred Stock.
Incorporated by reference to Exhibit 4.24 to the
Registrant's Registration Statement on Form S-8 filed
May 22, 1996, File Number 333-04271 (the "May 1996
S-8").
3.12 Certificate of Elimination - Series D Preferred Stock.
Incorporated by reference to Exhibit 4.25 to the May
1996 S-8.
II-3
<PAGE>
3.13 Certificate of Amendment to the Registrant's
Certificate of Incorporation, filed October 4, 1996.
Incorporated by reference to Exhibit 4.29 to the
Registrant's Registration Statement on Form S-8 Filed
December 12, 1996, File Number 333-17763 (the "December
1996 S-8").
4.1 Specimen Stock Certificate (4)
4.2 Specimen Redeemable Common Stock Purchase Warrant (1)
4.3 Form of Warrant Agreement (1)
4.4 Proposed form of Underwriters Warrant Agreement (1)
4.6 Warrant Extension Agreement, December 18, 1992 (5)
4.7 Warrant Extension Agreement, December 18, 1994 (3)
4.8 Warrant Extension Agreement, January 18, 1995 (3)
4.9 Warrant Extension Agreement, April 3, 1995 (3)
4.10 Warrant Extension Agreement, May 3, 1995. Incorporated
by reference to Exhibit 4.18 to the January 1996 S-8.
4.11 Warrant Extension Agreement, June 15, 1995.
Incorporated by reference to Exhibit 4.19 to the
January 1996 S-8.
4.12 Warrant Extension Agreement, July 17, 1995.
Incorporated by reference to Exhibit 4.20 to the
January 1996 S-8.
4.13 Warrant Extension Agreement, August 16, 1995.
Incorporated by reference to Exhibit 4.21 to the
January 1996 S-8.
4.14 Warrant Extension Agreement, December 31, 1995.
Incorporated by reference to Exhibit 4.21 to the
January 1996 S-8.
4.15 Warrant Extension Agreement, April 30, 1996.
Incorporated by reference to Exhibit 4.23 to the May
1996 S-8.
4.16 Warrant Extension Agreement, July 31, 1996.
Incorporated by reference to Exhibit 4.26 to the
December 1996 S-8.
II-4
<PAGE>
4.17 Warrant Extension Agreement, September 30, 1996.
Incorporated by reference to Exhibit 4.27 to the
December 1996 S-8.
4.18 Warrant Extension Agreement, November 11, 1996.
Incorporated by reference to Exhibit 4.28 to the
December 1996 S-8.
5 Opinion of McKenna & Stahl
23.1 Consent of BDO Seidman, LLP
23.2 Consent of McKenna & Stahl
(included in Exhibit 5)
24.1 Power of Attorney - set forth on page II-10 of the
Registration Statement.
99.1 Consulting Agreement between the Registrant and Theo
Bradford.
99.2 Consulting Agreement between the Registrant and Dale
DeMarchi.
99.3 Consulting Agreement between the Registrant and Mark
Dodge.
99.4 Consulting Agreement between the Registrant and Michael
Donahue.
99.5 Consulting Agreement between the Registrant and David
Dondick.
99.6 Consulting Agreement between the Registrant and Joel
Freedman.
99.7 Consulting Agreement between the Registrant and Frank
Hariton.
99.8 Consulting Agreement between the Registrant and Paul
Hermis.
99.9 Consulting Agreement between the Registrant and Keith
Himes.
II-5
<PAGE>
99.10 Consulting Agreement between the Registrant and Julia
Holbert.
99.11 Consulting Agreement between the Registrant and Louis
Lane.
99.12 Consulting Agreement between the Registrant and Craig
Lazar.
99.13 Consulting Agreement between the Registrant and John
Liss.
99.14 Consulting Agreement between the Registrant and Robert
Luke.
99.15 Consulting Agreement between the Registrant and James
MacPherson.
99.16 Consulting Agreement between the Registrant and Dana
Perlman.
99.17 Consulting Agreement between the Registrant and Radu
Popa.
99.18 Consulting Agreement between the Registrant and Harry
S. Stahl.
99.19 Consulting Agreement between the Registrant and
Benjamin Tabatchnick.
99.20 Consulting Agreement between the Registrant and Allan
Zackler.
-------------------
(1) Incorporated by reference to the exhibits to the Registrant's
Registration Statement on Form S-18. File No. 33-31883.
(2) Incorporated by reference to the same numbered exhibit to the
Registrant's Form 10-KSB for the year ended December 31, 1993.
(3) Incorporated by reference to the same numbered exhibit to the
Registrant's Form 10-KSB for the year ended December 31, 1994.
(4) Incorporated by reference to the same numbered exhibit to the
Registrant's Form 10-KSB for the year ended December 31, 1996.
(5) Incorporated by reference to the same numbered exhibit to the
Registrant's Form 10-KSB for the year ended December 31, 1993.
II-6
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To 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 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;
(iii) To include any 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, that paragraphs (a) (1)(i) and (a)(1)(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 Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
II-7
<PAGE>
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit of proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
(Page Left Blank Intentionally)
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State
of California, on the 16 day of July, 1997.
VITAFORT INTERNATIONAL CORPORATION
By: /s/ Mark Beychok
------------------------------
Mark Beychok
Signature Title Date
- --------------------------------------------------------------------------------
/s/ Mark Beychok Chief Executive Officer July 16, 1997
- ------------------------- and President
Mark Beychok (Principal Executive Officer)
/s/ Jack Spencer Principal Accounting and July 16, 1997
- ------------------------- Financial Officer
Jack Spencer
/s/ Paul S. Hermis Director July 16, 1997
- -------------------------
Paul S. Hermis
/s/ Benjamin Tabatchnick Director July 16, 1997
- -------------------------
Benjamin Tabatchnick
/s/ Don Wohl Director July 16, 1997
- -------------------------
Don Wohl
II-9
<PAGE>
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Mark Beychok and
Jack Spencer or any of them, each with full power of substitution and
resubstitution, such person's true and lawful attorney-in-fact and agent,
in such person's name and on such person's behalf, in any and all
capacities, to sign any and all amendments to this Registration Statement,
including any post-effective amendments, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------------------------------------------------------------------------------
/s/ Mark Beychok Chief Executive Officer July 16, 1997
- ------------------------- and President
Mark Beychok (Principal Executive Officer)
/s/ Jack Spencer Principal Accounting and July 16, 1997
- ------------------------- Financial Officer
Jack Spencer
/s/ Paul S. Hermis Director July 16, 1997
- -------------------------
Paul S. Hermis
/s/ Benjamin Tabatchnick Director July 16, 1997
- -------------------------
Benjamin Tabatchnick
/s/ Don Wohl Director July 16, 1997
- -------------------------
Don Wohl
II-10
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Document Page
- ------- ----------------------- ----
3.1 Certificate of Incorporation of the Registrant (1)
3.2 Bylaws of the Registrant (1)
Agreement and Plan of Merger between the Registrant and Vitafort
International Corporation, a California corporation (1)
3.4 Certificate of Designation - Series A Preferred Stock (2)
3.5 Certificate of Designation - Series B Preferred Stock (2)
Certificate of Amendment to the Certificate of Incorporation,
November 1991 (2)
3.7 Certificate of Designation - Series C Preferred Stock (2)
3.8 Certificate of Amendment to the Certificate of Incorporation,
filed February 8, 1994 (3)
3.9 Certificate of Designation - Series D Preferred Stock (3)
Certificate of Amendment to the Certificate of Incorporation,
filed November, 1995. Incorporated by reference to Exhibit 4.10
filed with the Registrant's Registration Statement on Form S-8
filed January 25, 1996, File Number 33-300435 (the "January 1996
S-8").
3.11 Certificate of Elimination - Series A Preferred Stock.
Incorporated by reference to Exhibit 4.24 to the Registrant's
Registration Statement on Form S-8 filed May 22, 1996, File
Number 333-04271 (the "May 1996 S-8").
3.12 Certificate of Elimination - Series D Preferred Stock.
Incorporated by reference to Exhibit 4.25 to the May 1996 S-8.
3.13 Certificate of Amendment to the Registrant's Certificate of
Incorporation, filed October 4, 1996. Incorporated by reference
to Exhibit 4.29 to the Registrant's Registration Statement on
Form S-8 Filed December 12, 1996, File Number 333-17763(the
"December 1996 S-8").
II-11
<PAGE>
Exhibit
Number Description of Document Page
- ------- ----------------------- ----
4.1 Specimen Stock Certificate (4)
4.2 Specimen Redeemable Common Stock Purchase Warrant (1)
4.3 Form of Warrant Agreement (1)
4.4 Proposed form of Underwriters Warrant Agreement (1)
4.6 Warrant Extension Agreement, December 18, 1992 (5)
4.7 Warrant Extension Agreement, December 18, 1994 (3)
4.8 Warrant Extension Agreement, January 18, 1995 (3)
4.9 Warrant Extension Agreement, April 3, 1995 (3)
4.10 Warrant Extension Agreement, May 3, 1995. Incorporated by
reference to Exhibit 4.18 to the January 1996 S-8.
4.11 Warrant Extension Agreement, June 15, 1995. Incorporated by
reference to Exhibit 4.19 to the January 1996 S-8.
4.12 Warrant Extension Agreement, July 17, 1995. Incorporated by
reference to Exhibit 4.20 to the January 1996 S-8.
4.13 Warrant Extension Agreement, August 16, 1995. Incorporated
by reference to Exhibit 4.21 to the January 1996 S-8.
4.14 Warrant Extension Agreement, December 31, 1995. Incorporated
by reference to Exhibit 4.21 to the January 1996 S-8.
4.15 Warrant Extension Agreement, April 30, 1996. Incorporated by
reference to Exhibit 4.23 to the May 1996 S-8.
4.16 Warrant Extension Agreement, July 31, 1996. Incorporated by
reference to Exhibit 4.26 to the December 1996 S-8.
4.17 Warrant Extension Agreement, September 30, 1996. Incorporated
by reference to Exhibit 4.27 to the December 1996 S-8.
4.18 Warrant Extension Agreement, November 11, 1996. Incorporated
by reference to Exhibit 4.28 to the December 1996 S-8.
II-12
<PAGE>
Exhibit
Number Description of Document Page
- ------- ----------------------- ----
5 Opinion of McKenna & Stahl
23.1 Consent of BDO Seidman, LLP
23.2 Consent of McKenna & Stahl (included in Exhibit 5)
24.1 Power of Attorney - set forth on page II-10 of the Registration
Statement
99.1 Consulting Agreement between the Registrant and Theo Bradford.
99.2 Consulting Agreement between the Registrant and Dale DeMarchi.
99.3 Consulting Agreement between the Registrant and Mark Dodge.
99.4 Consulting Agreement between the Registrant and Michael Donahue.
99.5 Consulting Agreement between the Registrant and David Dondick.
99.6 Consulting Agreement between the Registrant and Joel Freedman.
99.7 Consulting Agreement between the Registrant and Frank Hariton.
99.8 Consulting Agreement between the Registrant and Paul Hermis.
99.9 Consulting Agreement between the Registrant and Keith Himes.
99.10 Consulting Agreement between the Registrant and Julia Holbert.
99.11 Consulting Agreement between the Registrant and Louis Lane.
99.12 Consulting Agreement between the Registrant and Craig Lazar.
99.13 Consulting Agreement between the Registrant and John Liss.
99.14 Consulting Agreement between the Registrant and Robert Luke.
99.15 Consulting Agreement between the Registrant and James MacPherson.
99.16 Consulting Agreement between the Registrant and Dana Perlman.
99.17 Consulting Agreement between the Registrant and Radu Popa.
II-13
<PAGE>
99.18 Consulting Agreement between the Registrant and Harry S. Stahl.
99.19 Consulting Agreement between the Registrant and Benjamin Tabatchnick.
99.20 Consulting Agreement between the Registrant and Allan Zackler.
- ----------------------
(1) Incorporated by reference to the exhibits to the Registrant's Registration
Statement on Form S-18. File No. 33-31883.
(2) Incorporated by reference to the same numbered exhibit to the Registrant's
Form 10-KSB for the year ended December 31, 1993.
(3) Incorporated by reference to the same numbered exhibit to the Registrant's
Form 10-KSB for the year ended December 31, 1994.
(4) Incorporated by reference to the same numbered exhibit to the Registrant's
Form 10-KSB for the year ended December 31, 1996.
(5) Incorporated by reference to the same numbered exhibit to the Registrant's
Form 10-KSB for the year ended December 31, 1993.
II-14
<PAGE>
July 16, 1997
Vitafort International Corporation
1800 Avenue of the Stars, Suite 480
Los Angeles, California 90067
Re: Vitafort International Corporation
Registration Statement on Form S-8
----------------------------------
Gentlemen:
You have requested our opinion as counsel for Vitafort International
Corporation, Inc., a Delaware corporation ("Company"), in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
428,086 shares of common stock of the Company, par value $0.0001 per share
("Common Stock"), pursuant to the Consulting Agreements, each dated June 26,
1997, between the Company and each of the following individuals: Theo Bradford,
Dale DeMarchi, Mark Dodge, Michael Donahue, David Dondick, Joel Freedman, Frank
Hariton, Paul Hermis, Keith Himes, Julia Holbert, Louis lane, Craig Lazar, John
Liss, Robert Luke, James MacPherson, Dana Perlman, Radu Popa, Harry S. Stahl,
Benjamin Tabatchnick and Allan Zackler, respectively, as set forth in Exhibits
99.1 through 99.20 (inclusive) to the Company's Registration Statement on Form
S-8 proposed to be filed with the Securities and Exchange Commission on or about
July 18, 1997 ("Registration Statement").
In connection with the foregoing, we have examined originals,
photostatic copies or certified copies of such records of the Company,
certificates of officers of the Company, certificates of public officials and
other documents as we have deemed relevant and necessary as the basis for the
opinion set forth herein. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to and reviewed
by us as originals or duplicate originals and the conformity to original
documents of all documents submitted to us as certified, photostatic or
conformed copies, the correctness and completeness of such certificates, the due
authorization, execution and delivery by all persons other than the Company,
where due authorization, execution and delivery are prerequisites to the
effectiveness thereof, and the
Exhibit 5
<PAGE>
Vitafort International Corporation
July 16, 1997
Page 2
absence of any impairment, legal or otherwise, affecting the performance by all
parties to such documents (other than the Company), which assumptions we have
not independently verified.
We have relied exclusively upon a certificate of officers of the
Company as to various factual matters.
Members of our firm are admitted to the bar in the State of California
and we do not express any opinion as to the laws of any other jurisdiction other
than the General Corporation Law of the State of Delaware and the laws of the
United States of America to the extent referred to specifically herein. We
undertake no obligation to advise you of facts or changes in law occurring after
the date hereof which might affect the opinion expressed herein.
Based upon and subject to the foregoing, we are of the opinion that
the Shares will, when issued, be legally issued, fully paid and nonassessable.
This opinion is given as of the date hereof and we assume no
obligation to advise you of changes that may hereafter be brought to our
attention.
This opinion is addressed solely to the Company and no one else has
the right to rely upon it, nor may anyone release it, quote from it or employ it
in any transaction other than those discussed herein without our prior written
consent. However, we hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
Harry S. Stahl
Exhibit 5
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Vitafort International Corporation
Los Angeles, California
We hereby consent to the use in the Registration Statement on Form S-8 of our
report dated April 14, 1997, relating to the audit of the consolidated financial
statements of Vitafort International Corporation, which are contained in and
incorporated by reference to the Annual Report on Form 10-KSB for the year ended
December 31, 1996. Our report contains an explanatory paragraph regarding the
Company's ability to continue as a going concern.
BDO Seidman, LLP
Los Angeles, California
July 14, 1997
EXHIBIT 23.1
<PAGE>
June 26, 1997
Theo Bradford
5982 Birdie Drive
La Verne, CA 91750
Re: Billing and Payments in Kind
Dear Theo Bradford:
This is to confirm that you have agreed to accept 27,586 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf. The terms under which the securities are
to be accepted and calculated are as follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Theo Bradford shall have the option to dispose of the Shares in the
open market, in an orderly manner, during the ensuing 30 days from the date of
issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Theo Bradford may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Theo Bradford will post a
credit to the account of Vitafort in an amount equal to the closing bid price as
of the date of issue less five percent (5%) for estimated sales costs. The date
of issue shall be defined as the date of the transmittal letter to you from
Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Theo Bradford shall hold Vitafort harmless for any
decline in the market price of the securities issued herein.
<PAGE>
5) Theo Bradford, will continue to bill Vitafort for services and
appropriate fees on a periodic basis in the normal course of business. These
billings will clearly include notations and supporting documentation, such as
broker confirmations, pertaining to the net proceeds to be applied to the
account of Vitafort as a result of the sales of securities during the period
since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Theo Bradford
- -----------------------------------
Theo Bradford
Telephone Number
----------------------
July 1, 1997
- -----------------------------
Date
<PAGE>
June 26, 1997
Dale DeMarchi
1802 Oak Street, Unit 5
Santa Monica, CA 90405
Re: Billing and Payments in Kind
Dear Dale:
This is to confirm that you have agreed to accept 5,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf. The terms under which the securities are
to be accepted and calculated are as follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Dale DeMarchi shall have the option to dispose of the Shares in the
open market, in an orderly manner, during the ensuing 30 days from the date of
issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Dale DeMarchi may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Dale DeMarchi will post a
credit to the account of Vitafort in an amount equal to the closing bid price as
of the date of issue less five percent (5%) for estimated sales costs. The date
of issue shall be defined as the date of the transmittal letter to you from
Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Dale DeMarchi shall hold Vitafort harmless for any
decline in the market price of the securities issued herein.
<PAGE>
5) Dale DeMarchi will continue to bill Vitafort for services and
appropriate fees on a periodic basis in the normal course of business. These
billings will clearly include notations and supporting documentation, such as
broker confirmations, pertaining to the net proceeds to be applied to the
account of Vitafort as a result of the sales of securities during the period
since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Dale DeMarchi
- -----------------------------------
Dale DeMarchi
Telephone Number
----------------------
June 30, 1997
- -----------------------------
Date
<PAGE>
June 26, 1997
Mark Dodge
21039 Mendenhall Court
Topanga, CA 90290
Re: Billing and Payments in Kind
Dear Mark Dodge:
This is to confirm that you have agreed to accept 17,500 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf. The terms under which the securities are
to be accepted and calculated are as follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Mark Dodge shall have the option to dispose of the Shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Mark Dodge may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Mark Dodge will post a credit
to the account of Vitafort in an amount equal to the closing bid price as of the
date of issue less five percent (5%) for estimated sales costs. The date of
issue shall be defined as the date of the transmittal letter to you from
Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Mark Dodge shall hold Vitafort harmless for any
decline in the market price of the securities issued herein.
<PAGE>
5) Mark Dodge, will continue to bill Vitafort for services and
appropriate fees on a periodic basis in the normal course of business. These
billings will clearly include notations and supporting documentation, such as
broker confirmations, pertaining to the net proceeds to be applied to the
account of Vitafort as a result of the sales of securities during the period
since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Mark Dodge
- -------------------------------
Mark Dodge
Telephone Number
----------------------
- -----------------------------
Date
<PAGE>
June 26, 1997
Michael Donahue
Donahue, Mesereau & Leids
1900 Avenue of the Stars, Suite 2700
Los Angeles, CA 90067
Re: Billing and Payments in Kind
Dear Michael Donahue:
This is to confirm that you have agreed to accept 4,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf by your firm (Donahue, Mesereau & Leids).
The terms under which the securities are to be accepted and calculated are as
follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Michael Donahue shall have the option to dispose of the Shares in the
open market, in an orderly manner, during the ensuing 30 days from the date of
issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Michael Donahue may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Donahue, Mesereau & Leids will
post a credit to the account of Vitafort in an amount equal to the closing bid
price as of the date of issue less five percent (5%) for estimated sales costs.
The date of issue shall be defined as the date of the transmittal letter to you
from Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Michael Donahue and/or Donahue, Mesereau & Leids
shall hold Vitafort harmless for any decline in the market price of the
securities issued herein.
<PAGE>
5) Michael Donahue, via Donahue, Mesereau & Leids, will continue to bill
Vitafort for services and appropriate fees on a periodic basis in the normal
course of business. These billings will clearly include notations and
supporting documentation, such as broker confirmations, pertaining to the net
proceeds to be applied to the account of Vitafort as a result of the sales of
securities during the period since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Michael Donahue
- -----------------------------------
Michael Donahue
Telephone Number
----------------------
June 30, 1997
- -----------------------------
Date
<PAGE>
June 26, 1997
David Dondick
Paladin Holdings, LLC
500 S. Grand Avenue, Suite 1730
Los Angeles, CA 90071
Re: Billing and Payments in Kind
Dear David:
This is to confirm that you have agreed to accept 12,500 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf by your firm (Paladin Holdings, LLC). The
terms under which the securities are to be accepted and calculated are as
follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) David Dondick shall have the option to dispose of the Shares in the
open market, in an orderly manner, during the ensuing 30 days from the date of
issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) David Dondick may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Paladin Holdings, LLC will
post a credit to the account of Vitafort in an amount equal to the closing bid
price as of the date of issue less five percent (5%) for estimated sales costs.
The date of issue shall be defined as the date of the transmittal letter to you
from Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and David Dondick and/or Paladin Holdings, LLC shall
hold Vitafort harmless for any decline in the market price of the securities
issued herein.
<PAGE>
5) David Dondick, via Paladin Holdings, LLC, will continue to bill
Vitafort for services and appropriate fees on a periodic basis in the normal
course of business. These billings will clearly include notations and
supporting documentation, such as broker confirmations, pertaining to the net
proceeds to be applied to the account of Vitafort as a result of the sales of
securities during the period since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ David Dondick
- -----------------------------------
David Dondick
Telephone Number
----------------------
June 26, 1997
- -----------------------------
Date
<PAGE>
June 26, 1997
Joel Freedman
Paladin Holdings, LLC
500 S. Grand Avenue, Suite 1730
Los Angeles, CA 90071
Re: Billing and Payments in Kind
Dear Joel:
This is to confirm that you have agreed to accept 22,500 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf by your firm (Paladin Holdings, LLC). The
terms under which the securities are to be accepted and calculated are as
follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Joel Freedman shall have the option to dispose of the Shares in the
open market, in an orderly manner, during the ensuing 30 days from the date of
issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Joel Freedman may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Paladin Holdings, LLC will
post a credit to the account of Vitafort in an amount equal to the closing bid
price as of the date of issue less five percent (5%) for estimated sales costs.
The date of issue shall be defined as the date of the transmittal letter to you
from Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Joel Freedman and/or Paladin Holdings, LLC shall
hold Vitafort harmless for any decline in the market price of the securities
issued herein.
<PAGE>
5) Joel Freedman, via Paladin Holdings, LLC, will continue to bill
Vitafort for services and appropriate fees on a periodic basis in the normal
course of business. These billings will clearly include notations and
supporting documentation, such as broker confirmations, pertaining to the net
proceeds to be applied to the account of Vitafort as a result of the sales of
securities during the period since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Joel Freedman
- -------------------------------
Joel Freedman
Telephone Number
----------------------
June 26, 1997
- -----------------------------
Date
<PAGE>
June 26, 1997
Frank Hariton
1065 Dobbs Ferry Road
White Plains, NY 10607
Re: Billing and Payments in Kind
Dear Frank:
This is to confirm that you have agreed to accept 12,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf. The terms under which the securities are
to be accepted and calculated are as follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Frank Hariton shall have the option to dispose of the Shares in the
open market, in an orderly manner, during the ensuing 30 days from the date of
issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Frank Hariton may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Frank Hariton will post a
credit to the account of Vitafort in an amount equal to the closing bid price as
of the date of issue less five percent (5%) for estimated sales costs. The date
of issue shall be defined as the date of the transmittal letter to you from
Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Frank Hariton shall hold Vitafort harmless for any
decline in the market price of the securities issued herein.
<PAGE>
5) Frank Hariton will continue to bill Vitafort for services and
appropriate fees on a periodic basis in the normal course of business. These
billings will clearly include notations and supporting documentation, such as
broker confirmations, pertaining to the net proceeds to be applied to the
account of Vitafort as a result of the sales of securities during the period
since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Frank Hariton
- ------------------------------
Frank Hariton
Telephone Number
----------------------
July 1, 1997
- -----------------------------
Date
<PAGE>
June 26, 1997
Paul Hermis
15510 Sunset Blvd., #303
Pacific Palisades, CA 90272
Re: Billing and Payments in Kind
Dear Paul:
This is to confirm that you have agreed to accept 50,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf. The terms under which the securities are
to be accepted and calculated are as follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Paul Hermis shall have the option to dispose of the Shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Paul Hermis may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Paul Hermis will post a credit
to the account of Vitafort in an amount equal to the closing bid price as of the
date of issue less five percent (5%) for estimated sales costs. The date of
issue shall be defined as the date of the transmittal letter to you from
Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Paul Hermis shall hold Vitafort harmless for any
decline in the market price of the securities issued herein.
<PAGE>
5) Paul Hermis will continue to bill Vitafort for services and
appropriate fees on a periodic basis in the normal course of business. These
billings will clearly include notations and supporting documentation, such as
broker confirmations, pertaining to the net proceeds to be applied to the
account of Vitafort as a result of the sales of securities during the period
since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Paul Hermis
- ------------------------------
Paul Hermis
Telephone Number
----------------------
June 27, 1997
- -----------------------------
Date
<PAGE>
June 26, 1997
Keith Himes
3416 West 111th Place
Los Angeles, CA 90303
Re: Billing and Payments in Kind
Dear Keith:
This is to confirm that you have agreed to accept 4,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf. The terms under which the securities are
to be accepted and calculated are as follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Keith Himes shall have the option to dispose of the Shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Keith Himes may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Keith Himes will post a credit
to the account of Vitafort in an amount equal to the closing bid price as of the
date of issue less five percent (5%) for estimated sales costs. The date of
issue shall be defined as the date of the transmittal letter to you from
Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Keith Himes shall hold Vitafort harmless for any
decline in the market price of the securities issued herein.
<PAGE>
5) Keith Himes will continue to bill Vitafort for services and
appropriate fees on a periodic basis in the normal course of business. These
billings will clearly include notations and supporting documentation, such as
broker confirmations, pertaining to the net proceeds to be applied to the
account of Vitafort as a result of the sales of securities during the period
since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Keith Himes
- -----------------------------------
Keith Himes
Telephone Number
----------------------
July 2, 1997
- ----------------------------
Date
<PAGE>
June 26, 1997
Julia Holbert
62510 Stenkamo Road
Bend, OR 97701
Re: Billing and Payments in Kind
Dear Julia:
This is to confirm that you have agreed to accept 15,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf. The terms under which the securities are
to be accepted and calculated are as follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Julia Holbert shall have the option to dispose of the Shares in the
open market, in an orderly manner, during the ensuing 30 days from the date of
issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Julia Holbert may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Julia Holbert will post a
credit to the account of Vitafort in an amount equal to the closing bid price as
of the date of issue less five percent (5%) for estimated sales costs. The date
of issue shall be defined as the date of the transmittal letter to you from
Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Julia Holbert shall hold Vitafort harmless for any
decline in the market price of the securities issued herein.
<PAGE>
5) Julia Holbert will continue to bill Vitafort for services and
appropriate fees on a periodic basis in the normal course of business. These
billings will clearly include notations and supporting documentation, such as
broker confirmations, pertaining to the net proceeds to be applied to the
account of Vitafort as a result of the sales of securities during the period
since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Julia Holbert
- ------------------------------
Julia Holbert
Telephone Number
----------------------
July 2, 1997
- -----------------------------
Date
<PAGE>
June 26, 1997
Louis Lane
Louis Lane Consulting
4353 Park Fontana
Calabasas, CA 91302
Re: Billing and Payments in Kind
Dear Louis:
This is to confirm that you have agreed to accept 8,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf by your firm (Louis Lane Consulting). The
terms under which the securities are to be accepted and calculated are as
follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Louis Lane shall have the option to dispose of the Shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Louis Lane may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Louis Lane Consulting will
post a credit to the account of Vitafort in an amount equal to the closing bid
price as of the date of issue less five percent (5%) for estimated sales costs.
The date of issue shall be defined as the date of the transmittal letter to you
from Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Louis Lane and/or Louis Lane Consulting shall hold
Vitafort harmless for any decline in the market price of the securities issued
herein.
<PAGE>
5) Louis Lane, via Louis Lane Consulting, will continue to bill Vitafort
for services and appropriate fees on a periodic basis in the normal course of
business. These billings will clearly include notations and supporting
documentation, such as broker confirmations, pertaining to the net proceeds to
be applied to the account of Vitafort as a result of the sales of securities
during the period since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Louis Lane
- ------------------------------
Louis Lane
Telephone Number
----------------------
July 2, 1997
- -----------------------------
Date
<PAGE>
June 26, 1997
Craig Lazar
November, Lazar & Scher, Inc.
3575 Cahuenga Blvd. West, Suite 330
Los Angeles, CA 90068
Re: Billing and Payments in Kind
Dear Craig:
This is to confirm that you have agreed to accept 75,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf by your firm (November, Lazar & Scher,
Inc.). The terms under which the securities are to be accepted and calculated
are as follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Craig Lazar shall have the option to dispose of the Shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Craig Lazar may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, November, Lazar & Scher, Inc.
will post a credit to the account of Vitafort in an amount equal to the closing
bid price as of the date of issue less five percent (5%) for estimated sales
costs. The date of issue shall be defined as the date of the transmittal letter
to you from Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Craig Lazar and/or November, Lazar & Scher, Inc.
shall hold Vitafort harmless for any decline in the market price of the
securities issued herein.
<PAGE>
5) Craig Lazar, via November, Lazar & Scher, Inc., will continue to bill
Vitafort for services and appropriate fees on a periodic basis in the normal
course of business. These billings will clearly include notations and
supporting documentation, such as broker confirmations, pertaining to the net
proceeds to be applied to the account of Vitafort as a result of the sales of
securities during the period since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Craig Lazar
- -----------------------------------
Craig Lazar
Telephone Number
----------------------
June 28, 1997
- -----------------------------
Date
<PAGE>
June 26, 1997
John Liss
Michel's Bakery, Inc.
5698 Rising Sun Avenue
Philadelphia, PA 19120
Re: Billing and Payments in Kind
Dear John:
This is to confirm that you have agreed to accept 30,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf by your firm (Michel's Bakery, Inc.). The
terms under which the securities are to be accepted and calculated are as
follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) John Liss shall have the option to dispose of the Shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) John Liss may choose, at his own discretion, to keep the Shares beyond
the thirty (30) day period. In such case, Michel's Bakery, Inc. will post a
credit to the account of Vitafort in an amount equal to the closing bid price as
of the date of issue less five percent (5%) for estimated sales costs. The date
of issue shall be defined as the date of the transmittal letter to you from
Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and John Liss and/or Michel's Bakery, Inc. shall hold
Vitafort harmless for any decline in the market price of the securities issued
herein.
<PAGE>
5) John Liss, via Michel's Bakery, Inc., will continue to bill Vitafort
for services and appropriate fees on a periodic basis in the normal course of
business. These billings will clearly include notations and supporting
documentation, such as broker confirmations, pertaining to the net proceeds to
be applied to the account of Vitafort as a result of the sales of securities
during the period since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ John Liss
- ------------------------------
John Liss
Telephone Number
----------------------
- ------------------------------
Date
<PAGE>
June 26, 1997
Robert Luke
3430 Lake Terrace Road
Elk Grove, CA 95758
Re: Billing and Payments in Kind
Dear Robert:
This is to confirm that you have agreed to accept 25,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf. The terms under which the securities are
to be accepted and calculated are as follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Robert Luke shall have the option to dispose of the Shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Robert Luke may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Robert Luke will post a credit
to the account of Vitafort in an amount equal to the closing bid price as of the
date of issue less five percent (5%) for estimated sales costs. The date of
issue shall be defined as the date of the transmittal letter to you from
Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Robert Luke shall hold Vitafort harmless for any
decline in the market price of the securities issued herein.
<PAGE>
5) Robert Luke will continue to bill Vitafort for services and
appropriate fees on a periodic basis in the normal course of business. These
billings will clearly include notations and supporting documentation, such as
broker confirmations, pertaining to the net proceeds to be applied to the
account of Vitafort as a result of the sales of securities during the period
since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Robert Luke
- ------------------------------
Robert Luke
Telephone Number
----------------------
- ------------------------------
Date
<PAGE>
June 26, 1997
James MacPherson
Paladin Holdings, LLC
500 S. Grand Avenue, Suite 1730
Los Angeles, CA 90071
Re: Billing and Payments in Kind
Dear James:
This is to confirm that you have agreed to accept 15,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf by your firm (Paladin Holdings, LLC). The
terms under which the securities are to be accepted and calculated are as
follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) James MacPherson shall have the option to dispose of the Shares in the
open market, in an orderly manner, during the ensuing 30 days from the date of
issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) James MacPherson may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Paladin Holdings, LLC will
post a credit to the account of Vitafort in an amount equal to the closing bid
price as of the date of issue less five percent (5%) for estimated sales costs.
The date of issue shall be defined as the date of the transmittal letter to you
from Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and James MacPherson and/or Paladin Holdings, LLC shall
hold Vitafort harmless for any decline in the market price of the securities
issued herein.
<PAGE>
5) James MacPherson, via Paladin Holdings, LLC, will continue to bill
Vitafort for services and appropriate fees on a periodic basis in the normal
course of business. These billings will clearly include notations and
supporting documentation, such as broker confirmations, pertaining to the net
proceeds to be applied to the account of Vitafort as a result of the sales of
securities during the period since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ James MacPherson
- -----------------------------------
James MacPherson
Telephone Number
----------------------
June 30, 1997
- -----------------------------
Date
<PAGE>
June 26, 1997
Dana Perlman
Stein Perlman & Hawk
9000 Sunset Blvd., Suite 500
Los Angeles, CA 90069
Re: Billing and Payments in Kind
Dear Dana:
This is to confirm that you have agreed to accept 12,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf by your firm (Stein Perlman & Hawk). The
terms under which the securities are to be accepted and calculated are as
follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Dana Perlman shall have the option to dispose of the Shares in the
open market, in an orderly manner, during the ensuing 30 days from the date of
issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Dana Perlman may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Stein Perlman & Hawk will post
a credit to the account of Vitafort in an amount equal to the closing bid price
as of the date of issue less five percent (5%) for estimated sales costs. The
date of issue shall be defined as the date of the transmittal letter to you from
Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Dana Perlman and/or Stein Perlman & Hawk shall hold
Vitafort harmless for any decline in the market price of the securities issued
herein.
<PAGE>
5) Dana Perlman, via Stein Perlman & Hawk, will continue to bill Vitafort
for services and appropriate fees on a periodic basis in the normal course of
business. These billings will clearly include notations and supporting
documentation, such as broker confirmations, pertaining to the net proceeds to
be applied to the account of Vitafort as a result of the sales of securities
during the period since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Dana Perlman
- ------------------------------
Dana Perlman
Telephone Number
----------------------
June 30, 1997
- -----------------------------
Date
<PAGE>
June 26, 1997
Radu Popa
8545 Saturn Street, Apt. 1
Los Angeles, CA 90035
Re: Billing and Payments in Kind
Dear Radu:
This is to confirm that you have agreed to accept 5,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf. The terms under which the securities are
to be accepted and calculated are as follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Radu Popa shall have the option to dispose of the Shares in the open
market, in an orderly manner, during the ensuing 30 days from the date of issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Radu Popa may choose, at his own discretion, to keep the Shares beyond
the thirty (30) day period. In such case, Radu Popa will post a credit to the
account of Vitafort in an amount equal to the closing bid price as of the date
of issue less five percent (5%) for estimated sales costs. The date of issue
shall be defined as the date of the transmittal letter to you from Vitafort
sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Radu Popa shall hold Vitafort harmless for any
decline in the market price of the securities issued herein.
<PAGE>
5) Radu Popa will continue to bill Vitafort for services and appropriate
fees on a periodic basis in the normal course of business. These billings will
clearly include notations and supporting documentation, such as broker
confirmations, pertaining to the net proceeds to be applied to the account of
Vitafort as a result of the sales of securities during the period since the last
billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Radu Popa
- ------------------------------
Radu Popa
Telephone Number
----------------------
July 2, 1997
- -----------------------------
Date
<PAGE>
June 26, 1997
Harry S. Stahl
McKenna & Stahl
2603 Main Street, Suite 1010
Irvine, CA 92714
Re: Billing and Payments in Kind
Dear Harry:
This is to confirm that you have agreed to accept 10,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf by your firm (McKenna & Stahl). The terms
under which the securities are to be accepted and calculated are as follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Harry S. Stahl shall have the option to dispose of the Shares in the
open market, in an orderly manner, during the ensuing 30 days from the date of
issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Harry S. Stahl may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, McKenna & Stahl will post a
credit to the account of Vitafort in an amount equal to the closing bid price as
of the date of issue less five percent (5%) for estimated sales costs. The date
of issue shall be defined as the date of the transmittal letter to you from
Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Harry S. Stahl and/or McKenna & Stahl shall hold
Vitafort harmless for any decline in the market price of the securities issued
herein.
<PAGE>
5) Harry S. Stahl, via McKenna & Stahl, will continue to bill Vitafort
for services and appropriate fees on a periodic basis in the normal course of
business. These billings will clearly include notations and supporting
documentation, such as broker confirmations, pertaining to the net proceeds to
be applied to the account of Vitafort as a result of the sales of securities
during the period since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Harry Stahl
- -----------------------------------
Harry S. Stahl
Telephone Number
----------------------
June 26, 1997
- -----------------------------
Date
<PAGE>
June 26, 1997
Benjamin Tabatchnick
50 Everdale Road
Randolph, NJ 07869
Re: Billing and Payments in Kind
Dear Benjamin:
This is to confirm that you have agreed to accept 50,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf. The terms under which the securities are
to be accepted and calculated are as follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Benjamin Tabatchnick shall have the option to dispose of the Shares in
the open market, in an orderly manner, during the ensuing 30 days from the date
of issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Benjamin Tabatchnick may choose, at his own discretion, to keep the
Shares beyond the thirty (30) day period. In such case, Benjamin Tabatchnick
will post a credit to the account of Vitafort in an amount equal to the closing
bid price as of the date of issue less five percent (5%) for estimated sales
costs. The date of issue shall be defined as the date of the transmittal letter
to you from Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Benjamin Tabatchnick shall hold Vitafort harmless
for any decline in the market price of the securities issued herein.
<PAGE>
5) Benjamin Tabatchnick, will continue to bill Vitafort for services and
appropriate fees on a periodic basis in the normal course of business. These
billings will clearly include notations and supporting documentation, such as
broker confirmations, pertaining to the net proceeds to be applied to the
account of Vitafort as a result of the sales of securities during the period
since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Benjamin Tabatchnick
- ------------------------------
Benjamin Tabatchnick
Telephone Number
----------------------
- -----------------------------
Date
<PAGE>
June 26, 1997
Allan Zackler
Zackler & Associates
3824 Grand Avenue, Suite 100
Oakland, CA 94610
Re: Billing and Payments in Kind
Dear Allan:
This is to confirm that you have agreed to accept 28,000 shares of unrestricted,
tradable common stock of Vitafort ("Shares") as payment on account of Vitafort
for services rendered on our behalf by your firm (Zackler & Associates). The
terms under which the securities are to be accepted and calculated are as
follows:
1) Vitafort will issue, at the earliest practical time, the Shares to
fully cover the outstanding amounts due.
2) Allan Zackler shall have the option to dispose of the Shares in the
open market, in an orderly manner, during the ensuing 30 days from the date of
issue.
3) The net proceeds received from the sale of the Shares shall be
considered as payment for the account of Vitafort and shall be applied against
open valid invoices for services rendered. Net proceeds is defined as the sale
price of the securities less the sales commission cost and sundry fees charged
by the stock broker (such costs should not exceed approximately 6% of the gross
sales price).
4) Allan Zackler may choose, at his own discretion, to keep the Shares
beyond the thirty (30) day period. In such case, Zackler & Associates will post
a credit to the account of Vitafort in an amount equal to the closing bid price
as of the date of issue less five percent (5%) for estimated sales costs. The
date of issue shall be defined as the date of the transmittal letter to you from
Vitafort sending the securities to you.
Vitafort shall bear no interest in the future sale proceeds of the
above Shares in question and Allan Zackler and/or Zackler & Associates shall
hold Vitafort harmless for any decline in the market price of the securities
issued herein.
<PAGE>
5) Allan Zackler, via Zackler & Associates, will continue to bill
Vitafort for services and appropriate fees on a periodic basis in the normal
course of business. These billings will clearly include notations and
supporting documentation, such as broker confirmations, pertaining to the net
proceeds to be applied to the account of Vitafort as a result of the sales of
securities during the period since the last billing.
If the above clearly and explicitly sets forth the mutual understanding
between the two parties, please sign both copies of this document and return one
copy to the undersigned. Upon receipt of the signed copy, we will arrange for
the appropriate documentation and will issue the Shares in accordance with the
above, Vitafort International Corporation bylaws and Articles of Incorporation,
and S.E.C. rules and regulations.
Sincerely,
Jack B. Spencer
Chief Operating Officer/
Chief Financial Officer
Agreed and Accepted:
/s/ Allan Zackler
- ------------------------------
Allan Zackler
Telephone Number
----------------------
- -----------------------------
Date
