-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NmK3Hbi5wT0AF9nI5OddnZbQQ077V+vLVyCslvQq93djgjynUwrZf7RL7oQJnfLr SGjM7GY5ZvmEle9TD2ZtJA== 0001010412-02-000132.txt : 20020627 0001010412-02-000132.hdr.sgml : 20020627 20020627172106 ACCESSION NUMBER: 0001010412-02-000132 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20020627 EFFECTIVENESS DATE: 20020627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESCON TECHNOLOGY CORP CENTRAL INDEX KEY: 0000769591 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 830210455 STATE OF INCORPORATION: WY FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-91380 FILM NUMBER: 02689707 BUSINESS ADDRESS: STREET 1: 5525 SOUTH 900 EAST SUITE 110 CITY: SALT LAKE CITY STATE: UT ZIP: 84117 BUSINESS PHONE: 8012628844 S-8 1 s.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RESCON TECHNOLOGY CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada 83-0210455 (State or Other Jurisdiction (IRS Employer ID No.) of incorporation or organization) 5525 South 900 East, Suite 110 Salt Lake City, Utah 84117 (Address of Principal Executive Offices) (801) 262-8844 (Issuer's Telephone Number, including Area Code) Consulting Agreement (the "Plan") (Full Title of the Plan) Stephen Nagel 5525 South 900 East, Suite 110 Salt Lake City, Utah 84117 (Name and Address of Agent for Service) (801) 262-8844 (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 be Price per Aggregate Registration be Registered Registered (1) Unit/Share Offering Price Fee - ----------------------------------------------------------------------------- $0.001 par value common voting stock 162,000 $0.10 $16,200 $3.87 (2) - ----------------------------------------------------------------------------- (1) All of these securities are subject to lock-up/leak-out provisions contained in Section 4 of the Plan that prohibit the resale of any of the Securities for a period of at least ninety days from the closing of any reorganization or merger involving the Registrant, and with resales of the shares to commence thereafter, at the election of the Plan participants thereof, of no more than 1/12th of their respective shares over each of the next twelve consecutive months, on a cumulative basis. (2) 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. - -------------------------- Plan. ----- A copy of the Consulting Agreement (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, the 10-KSB Annual Report of the Registrant for the year ended August 31, 2001, 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 participants. The Registrant also undertakes to furnish, without charge, to such participants or person purchasing any of the securities registered hereby, copies of all of such documentation. Requests should be directed to Stephen Nagel, President, at the address and telephone appearing on the Cover Page of this Registration Statement, or any successor President of the Company. Additional information regarding the Registrant may be reviewed at the Commission's web site www.sec.gov, in the Edgar Archives. 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 fiscal year ended August 31, 2001, filed with the Commission on or about November 30, 2001; (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 $0.0001 par value common voting stock. The holders of the $0.0001 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. - ----------------------------------------------- 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, presently 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. 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. - ------------------ Exhibit Number - ------ 5 Opinion regarding Legality 23.1 Consent of Branden T. Burningham, Esq. 23.2 Consent of Mantyla, McReynolds Certified Public Accountants 99.1 Participants Letter 99.2 Consulting Agreement 99.3 Response Letter of Duane S. Jenson 99.4 Response Letter of Jeffrey D. Jenson 99.5 Response Letter of Travis T. Jenson 99.6 Response Letter of Thomas J. Howells 99.7 Response Letter of James P. Doolin 99.8 Response Letter of Kelly Trimble 99.9 Response Letter of Michael J. Doolin 99.10 Response Letter of Leonard W. Burningham, Esq. 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 "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in 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 Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) 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 Securities 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 Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, 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 Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities 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: 6/26/02 By /s/ Stephen Nagel --------------- ------------------------------- President and Director Pursuant to the requirements of the Securities 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: 6/26/02 By /s/ Stephen Nagel ---------------- -------------------------------- President and Director Date: 6/26/02 By /s/ Victoria Jenson ---------------- -------------------------------- Vice President and Director Date: 6/26/02 By /s/ Sarah Jenson ---------------- -------------------------------- Secretary and Director Securities and Exchange Commission File No. 000-13822 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RESCON TECHNOLOGY CORP. EXHIBIT INDEX Exhibit Number - ------- 5 Opinion regarding Legality 23.1 Consent of Branden T. Burningham, Esq. 23.2 Consent of Mantyla, McReynolds Certified Public Accountants 99.1 Participants Letter 99.2 Consulting Agreement 99.3 Response Letter of Duane S. Jenson 99.4 Response Letter of Jeffrey D. Jenson 99.5 Response Letter of Travis T. Jenson 99.6 Response Letter of Thomas J. Howells 99.7 Response Letter of James P. Doolin 99.8 Response Letter of Kelly Trimble 99.9 Response Letter of Michael J. Doolin 99.10 Response Letter of Leonard W. Burningham, Esq. EX-5 3 btbopn.txt (Letterhead of Branden T. Burningham, Esq.) June 27, 2002 Rescon Technology Corp. 5525 South 900 East, #110 Salt Lake City, Utah 84118 Re: Opinion concerning the legality of the securities to be issued pursuant to the Registration Statement on Form S-8 to be filed by Rescon Technology Corp., a Nevada corporation Board of Directors: As counsel for Rescon Technology Corp., a Nevada corporation (the "Company"), and in connection with the issuance of 162,000 shares of the Company's $0.0001 par value common stock (the "Securities") to eight individual consultants (the "Consultants") pursuant to a written Consulting Agreement, a copy of which is incorporated herein by reference (the "Consulting Agreement" [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; and none can be services that promote or maintain a market for the Securities. You are also aware that I presently own no shares of the Company's common stock, and that I represent a number of the recipients of these Securities. 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 fiscal year ended August 31, 2001, filed with the Commission on or about November 30, 2001; 4. 10-QSB Quarterly Reports for the past twelve months or for such shorter period for which the Company was required to file such reports; 5. 10-SB12G Registration Statement filed with the Commission on or about June 25, 2001; 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 eight consultants regarding the types of services rendered and to be rendered, and discussions with them relating to Securities Act Release No. 33-7646, dated February 26, 1999; and their responses. 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 or will be services that promote or maintain a market in the Company's Securities. I have also provided the individual participants in the Plan with a copy of the Plan and have provided them with the website of the Commission for viewing the reports referred to in paragraphs 3, 4 and 5 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 under the Nevada Revised Statues. 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 Branden T. Burningham BTB/sr cc: Rescon Technology Corp. EX-23 4 btbcon.txt (Letterhead of Branden T. Burningham, Esq.) June 27, 2002 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 Rescon Technology Corp., a Nevada corporation (the "Registrant"), SEC File No. 000-13822, to be filed on or about June 27, 2002, covering the registration and issuance of 162,000 shares of common stock to eight individual consultants 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 Branden T. Burningham cc: Rescon Technology Corp. EX-23 5 mancon.txt [Letterhead of Mantyla McReynolds LLC] INDEPENDENT AUDITORS' CONSENT June 27, 2002 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 Rescon Technology Corp., a Nevada corporation (the "Registrant"), SEC File No. 000-13822, to be filed on or about June 27, 2002, covering the registration and issuance of 162,000 shares of common stock to eight individual consultants Ladies and Gentlemen: We hereby consent to the use of our report for the years ended August 31, 2001 and 2000, dated October 12, 2001, in the above referenced Registration Statement. We also consent to the use of our name as experts in such Registration Statement. /s/ Mantyla McReynolds Mantyla McReynolds Certified Public Accountants EX-99 6 partltr.txt [Letterhead of Branden T. Burningham, Esq.] June 26, 2002 Duane S. Jenson Jeffrey D. Jenson Travis T. Jenson Thomas J. Howells 5525 South 900 East, #110 Salt Lake City, Utah 84117 Kelly Trimble 175 South Main Street, Suite 1230 Salt Lake City, Utah 84111 James P. Doolin 1223 Wilshire Blvd., #912 Santa Monica, CA 90403 Michael J. Doolin 5 Pepperwood Drive Sandy, Utah 84092 Leonard W. Burningham, Esq. 455 East 500 South, #205 Salt Lake City, Utah 84111 Re: Issuance of compensatory shares of common stock of Rescon Technology Corp., a Nevada corporation (the "Company"), to Duane S. Jenson, Jeffrey D. Jenson, Travis T. Jenson, Thomas J. Howells, James P. Doolin, Kelly Trimble, Michael J. Doolin and Leonard W. Burningham, Esq., consultants, to be registered on Form S-8 of the Securities and Exchange Commission Gentlemen: I represent the Company in connection with the foregoing and have been engaged to prepare a Registration Statement on Form S-8 of the Securities and Exchange Commission for the registration of the securities to be issued to you under a written Consulting Agreement to be prepared by this office, a copy of which is attached hereto. Everyone involved is aware that I am the son of Leonard W. Burningham, Esq. I have prepared a brief Memorandum of the most recent amendments of the Securities and Exchange Commission to this Form S-8, and have enclosed a copy thereof for your review. Please review this Memorandum and if true and correct, sign the enclosed representation letter I have prepared based upon our discussions. Copies of the Company's 10-KSB Annual Report for the year ended August 31, 2001, and all other reports filed by the Company with the Securities and Exchange Commission for the past twelve months can be accessed on the website of the Securities and Exchange Commission at www.sec.gov in the Edgar Archives. If you do not have access to a computer and the internet, please advise me in writing and copies will be provided to you. Thank you very much. Yours very sincerely, /s/ Branden T. Burningham Branden T. Burningham BTB/sr Enclosures cc: Rescon Technology Corp. EX-99 7 conagt.txt CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made this __day of June, 2002, by and between Rescon Technology Corp., a Nevada corporation ("Rescon"); Jenson Services, Inc., a Utah corporation and financial consulting firm ("Jenson Services"); and Duane S. Jenson, Jeffrey D. Jenson, Travis T. Jenson and Thomas J. Howells, who are Jenson Services' principals and/or employees who will be rendering some of the services covered by this Agreement, and James P. Doolin, Kelly Trimble, Michael J. Doolin and Leonard W. Burningham, Esq., individual consultants who are not principals, stockholders or employees of Jenson Services and who will also be rendering services hereunder (collectively, the "Consultants"). WITNESSETH: WHEREAS, Jenson Services, by and through the Consultants who are its principals and/or employees, and the other Consultants, individually and under the direction of Jenson Services, have been previously engaged by Rescon to render the services set opposite the respective names of the Consultants below; and WHEREAS, Rescon has provided Jenson Services and the Consultants with access to all material information concerning its organization, financial condition, management, present and intended business operations or other available information and has made its directors and executive officers available to answer questions posed by Jenson Services and the Consultants regarding such information; and WHEREAS, Jenson Services and the Consultants are "accredited investors" or "sophisticated investors" as those terms are defined in Rule 506 of Regulation D of the Securities and Exchange Commission and have had access to all material information concerning Rescon, its organization, financial condition, management, present and intended business operations and other available information, and have had the opportunity to ask questions of Rescon's directors and executive officers with respect to such information and that all questions posed to these persons by such Consultants have been answered to their complete satisfaction; and WHEREAS, Rescon is in the process of completing an Agreement and Plan of Reorganization (the "Reorganization Agreement") pursuant to which it will be required to make certain material representations and warranties and may be required to provide historical information and documentation respecting Rescon to the other parties to the Reorganization Agreement and the reorganized Rescon following of the closing of the Reorganization Agreement to ensure that the reorganized Rescon and new management under this Reorganization Agreement or any other "reverse" reorganization or merger, if this Reorganization Agreement is not closed, will have available to them all material information necessary to compile and file subsequent reports that will be required to be filed by the reorganized Rescon with the Securities and Exchange Commission; and WHEREAS, Rescon desires to contract with Jenson Services and the Consultants, who have greater access to this information respecting Rescon by virtue of the services that they have provided to Rescon as outlined below, to provide any such information that is requested in writing by the reorganized Rescon following the closing of the Reorganization Agreement or any other "reverse" reorganization or merger, if this Reorganization Agreement is not closed, and for a period of 90 days thereafter; and WHEREAS, Rescon and Jenson Services have discussed the issuance of securities of Rescon to the Consultants as consideration for the respective services to be rendered by the Consultants hereunder, with the understanding that such securities would be registered on Form S-8 of the Securities and Exchange Commission, to the extent that such Form is available for the registration of such securities, or on such other registration statement form that may be available for the registration of such securities; and WHEREAS, the Consultants have rendered the services outlined below for the benefit of Rescon and have agreed hereunder to provide all information in their possession related to these services at reasonable times that is requested in writing by the reorganized Rescon following the closing of the Reorganization Agreement or any other "reverse" reorganization, if this Reorganization Agreement is not closed, and for a period of 90 days thereafter; and WHEREAS, Rescon, Jenson Services and the Consultants are aware that the unregulated resale of substantial amounts of securities of any issuer can have an adverse impact on any public market that may exist for such securities, and desire to impose lock-up/leak-out conditions on the resale of any of the securities of Rescon that may be issued hereunder; NOW, THEREFORE, for and in consideration of the mutual promises and covenants hereinafter set forth and the benefits to the parties to be derived therefrom, it is hereby agreed as follows: 1. Services. The Consultants are hereby retained by Rescon to serve as independent Consultants to provide advice, documentation and information only to the reorganized Rescon in connection with the recitation of services below that they have rendered to or for the benefit of Rescon. The Consultants agree to provide such services to the reorganized Rescon as the reorganized Rescon may from time to time reasonably request in writing for a period of 90 days from the closing of the Reorganization Agreement or any other "reverse" reorganization or merger, if this Reorganization Agreement is not closed, including, without limitation, providing copies of all relevant documentation prepared or assembled in connection with the rendering of their prior services, with the reorganized Rescon to pay reasonable coping and shipping charges for such documentation. Jenson Services shall make the Consultants available during reasonable business hours to perform all services reasonably requested by the reorganized Rescon under this Agreement; provided, however, no services rendered hereunder shall be "capital raising" services as that term is defined in applicable securities laws, rules and regulations, or services that may be deemed to be services that promote or maintain a market for the securities of Rescon or the reorganized Rescon.. 2. Term. This Agreement shall remain in full force with respect to each of the Consultants for a period of 90 days from the completion by Rescon of any "reverse" reorganization or merger with a privately-held company, including the completion of the Reorganization Agreement. 3. Compensation. Rescon shall pay, and Consultants shall accept, a fee $16,200 comprised of 162,000 shares of Rescon common stock, which shall be payable immediately upon execution of this Agreement, all to be issued pursuant to and in accordance with this Agreement and the resolutions of the Board of Directors of Rescon adopting this Agreement and providing for registration of all 162,000 shares on Form S-8 of the Securities and Exchange Commission at the sole cost and expense of Rescon, and all fully paid and non-assessable. The issuance of these securities shall be in full payment of all services rendered by the Consultants hereunder. Each of the Consultants shall make himself available to the reorganized Rescon for a period one hour for every 5,000 shares or any fraction thereof to be issued to any of the Consultants, or one hour for one to 5,000 shares, and so forth, for example. In consideration of this Agreement, Jenson Services and the Consultants hereby compromise and settle any and all other obligations of any type or nature whatsoever of Rescon to each or any of them for the services that they have previously performed to or for the benefit of Rescon as outlined below or otherwise. These shares shall be issued as follows: Name and Address Number of Shares Duane S. Jenson 19,109 5525 South 900 East, Suite 110 Salt Lake City, Utah 84117 Services: Supervising of all services rendered and review of all corporate governance since 1999; and will continue in this capacity during the term hereof. Jeffrey D. Jenson 19,108 5525 South 900 East, Suite 110 Salt Lake City, Utah 84117 Services: Guided Rescon in re-domiciling from Wyoming to Nevada in December, 1999. Travis T. Jenson 19,109 5525 South 900 East, Suite 110 Salt Lake City, Utah 84117 Services: Reviewed and tracked all EDGAR filings of Rescon since 1999; and prepared Lock-Up Agreement with the NASD as a condition to OTC Bulletin Board quotations; and will continue in this capacity during the term hereof. Thomas J. Howells 14,332 5525 South 900 East, Suite 110 Salt Lake City, Utah 84117 Services: Prepared quarterly unaudited financial information since 1999 and ensured review by accountants; assisted in NASD filing of Form 211 for OTC Bulletin Board quotations; and will continue in this capacity during the term hereof. James P. Doolin 7,962 1223 Wilshire Blvd., #912 Santa Monica, CA 90403 Services: Drafted corporate minutes and compiled all EDGAR filings since 1999; Prepared documentation for prior re-capitalizations; and will continue in this capacity during the term hereof. Kelly Trimble 64,110 175 South Main Street, Suit 1230 Salt Lake City, Utah 84111 Services: Consulted regarding the financial statements and status of Rescon as a "going concern," and advised Rescon respecting limitations in this respect contained in the auditor's report since 1999; and will continue in this capacity during the term hereof. Michael J. Doolin 5,000 5 Pepperwood Drive Sandy, Utah 84092 Services: Consulted regarding an acceptable public float with Leonard W. Burningham, Esq., Rescon's legal counsel, respecting the capital restructuring that occurred during the change in domicile of Rescon in December 1999. Leonard W. Burningham, Esq. 13,270 Suite 205, 455 East 500 South Salt Lake City, Utah 84111 Services: Review all reports and registration statements filed by Rescon with the Securities and Exchange Commission since 1999, prepared this Consulting Agreement and the Consent of Directors adopting it and will prepare the S-8 Registration Statement that is to be filed with the Securities and Exchange Commission; and will continue in this capacity during the term hereof. Total Shares: 162,000 4. Lock-Up/Leak-Out Agreement. Regardless of registration on Form S- 8 of the Securities and Exchange Commission, none of the securities issued hereunder will be publicly sold by any of the Consultants for a period of 90 days from the completion by Rescon of the Reorganization Agreement or any "reverse" reorganization or merger with a privately-held company. Following such 90 day period, each Consultant shall be able to sell, on a cumulative basis, one twelfth (1/12th) of his securities that are issued pursuant to this Agreement in each of the successive 12 months. The stock certificates to represent any securities issued by Rescon hereunder shall be imprinted with a legend memorializing these lock-up/leak-out provisions; a copy of this Agreement shall be provided to Rescon's transfer and registrar agent; the transfer books and records of Rescon shall reflect that these securities are subject to these lock-up/leak-out provisions; and these lock- up/leak-out provisions shall be set out on the cover page of the S-8 Registration Statement to be filed with respect to these securities. 5. Independent Contractors. Jenson Services and the Consultants are and have been retained under the terms of this Agreement as independent contractors and nothing herein shall be construed as creating an employer/employee relationship between the parties or their principals or employees. Jenson Services and the Consultants shall be solely liable for the payment of any taxes imposed or arising out of the payment of the compensation to it by Rescon as set forth in this Agreement. 6. Termination for Cause. Rescon may not terminate this Agreement during its term without cause which shall be established by showing one or more of the following: (a) Jenson Services or the Consultants have materially breached the terms of this Agreement and, as a result, Rescon has suffered damages; (b) Jenson Services or the Consultants, in the determination of the Board of Directors of Rescon, have been grossly negligent in the performance of their duties hereunder; (c) Jenson Services or the Consultants have substantially failed to perform the duties requested in writing by the reorganized Rescon, on action by the Board of Directors, under the terms of this Agreement after 10 days written notice setting forth the details of such alleged substantial failure, provided that the alleged lack of performance in not fulfilled with such period of time by Jenson Services and/or the Consultants; or (d) Jenson Services or the Consultants have engaged in material, willful, or gross misconduct in the performance of its duties hereunder. No termination under this Section shall have any effect on fees paid to Jenson Services or the Consultants to the date of any such termination. 7. Nondisclosure of Information. Jenson Services and the Consultants agree that during the term of this Agreement, none will, directly or indirectly, disclose to any person not authorized by Rescon to receive or use such information, any of Rescon's confidential or proprietary data, information, or techniques, or give to any person not authorized by Rescon to receive it any information that is not generally known to anyone other than Rescon or that is designated by Rescon as "limited," "private," "confidential," or otherwise marked to indicate its confidential nature. 8. Assignment. This Agreement may not be assigned by Rescon without the prior written consent of the other parties; neither Jenson Services nor the Consultants can assign this Agreement or any right conferred upon each or any of them hereunder. 9. Entire Agreement. Except as indicated in the recitation at the forefront of this Agreement, this Agreement supersedes any and all other agreements, oral or written, between the parties with respect to the subject matter hereof, and no other agreement, statement or promise relating to the subject matter of this Agreement which is not contained or referred to herein shall be valid or binding. 10. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah. 11. Severability. If, and to the extent that, any court of competent jurisdiction holds any provision of this Agreement to be invalid or unenforceable, such holding shall in no way affect the validity of the remainder of this Agreement. 12. Waiver. No failure by any party to insist on the strict performance of any covenant, duty, agreement, or condition of this Agreement, or to exercise any right or remedy consequent on a breach thereof, shall constitute a waiver of any such breach or any other covenant, agreement, term, or condition. RESCON TECHNOLOGY CORP. Dated: 6/26/02. By /s/ Victoria Jenson -------- ------------------- Victoria Jenson, Vice President JENSON SERVICES, INC. Dated: 6/26/02. By /s/ Duane S. Jenson -------- ------------------- Its CEO CONSULTANTS Dated: 6/26/02. /s/ Duane S. Jenson -------- ------------------- Duane S. Jenson Dated: 6/26/02. /s/ Jeffrey D. Jenson -------- --------------------- Jeffrey D. Jenson Dated: 6/26/02. /s/ Travis T. Jenson -------- -------------------- Travis T. Jenson Dated: 6/26/02. /s/ Thomas J. Howells -------- --------------------- Thomas J. Howells Dated: 6/26/02. /s/ James P. Doolin -------- ------------------- James P. Doolin Dated: 6/26/02. /s/ Kelly Trimble -------- ----------------- Kelly Trimble Dated: 6/26/02. /s/ Michael J. Doolin -------- --------------------- Michael J. Doolin Dated: 6/26/02. /s/ Leonard W. Burningham, Esq. -------- ------------------------------- Leonard W. Burningham, Esq. EX-99 8 dsjltr.txt June 27, 2002 Branden T. Burningham, Esq. 455 East 500 South, #205 Salt Lake City, Utah 84111 Re: Rescon Technology Corp., a Nevada corporation (the "Company") Dear Mr. Burningham: Thank you for your letter dated June 26, 2002, regarding the S-8 proposals of the Securities and Exchange Commission, which I have reviewed. I am not a public relations person for the Company or any other entity. I have not and do not intend to raise any funding for the Company. The services I will render and intend to render for the benefit of the Company include providing advice, documentation and information only to the Company regarding the services I have performed as outlined in the Consulting Agreement, and that no services rendered under the Consulting Agreement shall be "capital raising" services as that term is defined in applicable securities laws, rules and regulations, or services that may be deemed to be services that promote or maintain a market for the securities of the Company. I acknowledge receipt of a copy of the written Consulting Agreement and that I have access to the website of the Securities and Exchange Commission where I have reviewed all reports filed by the Company with the Securities and Exchange Commission during the past 12 months. Thank you. Very truly yours, /s/ Duane S. Jenson EX-99 9 jdjltr.txt June 27, 2002 Branden T. Burningham, Esq. 455 East 500 South, #205 Salt Lake City, Utah 84111 Re: Rescon Technology Corp., a Nevada corporation (the "Company") Dear Mr. Burningham: Thank you for your letter dated June 26, 2002, regarding the S-8 proposals of the Securities and Exchange Commission, which I have reviewed. I am not a public relations person for the Company or any other entity. I have not and do not intend to raise any funding for the Company. The services I will render and intend to render for the benefit of the Company include providing advice, documentation and information only to the Company regarding the services I have performed as outlined in the Consulting Agreement, and that no services rendered under the Consulting Agreement shall be "capital raising" services as that term is defined in applicable securities laws, rules and regulations, or services that may be deemed to be services that promote or maintain a market for the securities of the Company. I acknowledge receipt of a copy of the written Consulting Agreement and that I have access to the website of the Securities and Exchange Commission where I have reviewed all reports filed by the Company with the Securities and Exchange Commission during the past 12 months. Thank you. Very truly yours, /s/ Jeffrey D. Jenson EX-99 10 ttjltr.txt June 27, 2002 Branden T. Burningham, Esq. 455 East 500 South, #205 Salt Lake City, Utah 84111 Re: Rescon Technology Corp., a Nevada corporation (the "Company") Dear Mr. Burningham: Thank you for your letter dated June 26, 2002, regarding the S-8 proposals of the Securities and Exchange Commission, which I have reviewed. I am not a public relations person for the Company or any other entity. I have not and do not intend to raise any funding for the Company. The services I will render and intend to render for the benefit of the Company include providing advice, documentation and information only to the Company regarding the services I have performed as outlined in the Consulting Agreement, and that no services rendered under the Consulting Agreement shall be "capital raising" services as that term is defined in applicable securities laws, rules and regulations, or services that may be deemed to be services that promote or maintain a market for the securities of the Company. I acknowledge receipt of a copy of the written Consulting Agreement and that I have access to the website of the Securities and Exchange Commission where I have reviewed all reports filed by the Company with the Securities and Exchange Commission during the past 12 months. Thank you. Very truly yours, /s/ Travis T. Jenson EX-99 11 tjhltr.txt June 27, 2002 Branden T. Burningham, Esq. 455 East 500 South, #205 Salt Lake City, Utah 84111 Re: Rescon Technology Corp., a Nevada corporation (the "Company") Dear Mr. Burningham: Thank you for your letter dated June 26, 2002, regarding the S-8 proposals of the Securities and Exchange Commission, which I have reviewed. I am not a public relations person for the Company or any other entity. I have not and do not intend to raise any funding for the Company. The services I will render and intend to render for the benefit of the Company include providing advice, documentation and information only to the Company regarding the services I have performed as outlined in the Consulting Agreement, and that no services rendered under the Consulting Agreement shall be "capital raising" services as that term is defined in applicable securities laws, rules and regulations, or services that may be deemed to be services that promote or maintain a market for the securities of the Company. I acknowledge receipt of a copy of the written Consulting Agreement and that I have access to the website of the Securities and Exchange Commission where I have reviewed all reports filed by the Company with the Securities and Exchange Commission during the past 12 months. Thank you. Very truly yours, /s/ Thomas J. Howells EX-99 12 jpdltr.txt June 27, 2002 Branden T. Burningham, Esq. 455 East 500 South, #205 Salt Lake City, Utah 84111 Re: Rescon Technology Corp., a Nevada corporation (the "Company") Dear Mr. Burningham: Thank you for your letter dated June 26, 2002, regarding the S-8 proposals of the Securities and Exchange Commission, which I have reviewed. I am not a public relations person for the Company or any other entity. I have not and do not intend to raise any funding for the Company. The services I will render and intend to render for the benefit of the Company include providing advice, documentation and information only to the Company regarding the services I have performed as outlined in the Consulting Agreement, and that no services rendered under the Consulting Agreement shall be "capital raising" services as that term is defined in applicable securities laws, rules and regulations, or services that may be deemed to be services that promote or maintain a market for the securities of the Company. I acknowledge receipt of a copy of the written Consulting Agreement and that I have access to the website of the Securities and Exchange Commission where I have reviewed all reports filed by the Company with the Securities and Exchange Commission during the past 12 months. Thank you. Very truly yours, /s/ James P. Doolin EX-99 13 ktltr.txt June 27, 2002 Branden T. Burningham, Esq. 455 East 500 South, #205 Salt Lake City, Utah 84111 Re: Rescon Technology Corp., a Nevada corporation (the "Company") Dear Mr. Burningham: Thank you for your letter dated June 26, 2002, regarding the S-8 proposals of the Securities and Exchange Commission, which I have reviewed. I am not a public relations person for the Company or any other entity. I have not and do not intend to raise any funding for the Company. The services I will render and intend to render for the benefit of the Company include providing advice, documentation and information only to the Company regarding the services I have performed as outlined in the Consulting Agreement, and that no services rendered under the Consulting Agreement shall be "capital raising" services as that term is defined in applicable securities laws, rules and regulations, or services that may be deemed to be services that promote or maintain a market for the securities of the Company. I acknowledge receipt of a copy of the written Consulting Agreement and that I have access to the website of the Securities and Exchange Commission where I have reviewed all reports filed by the Company with the Securities and Exchange Commission during the past 12 months. Thank you. Very truly yours, /s/ Kelly Trimble EX-99 14 mjdltr.txt June 27, 2002 Branden T. Burningham, Esq. 455 East 500 South, #205 Salt Lake City, Utah 84111 Re: Rescon Technology Corp., a Nevada corporation (the "Company") Dear Mr. Burningham: Thank you for your letter dated June 26, 2002, regarding the S-8 proposals of the Securities and Exchange Commission, which I have reviewed. I am not a public relations person for the Company or any other entity. I have not and do not intend to raise any funding for the Company. The services I will render and intend to render for the benefit of the Company include providing advice, documentation and information only to the Company regarding the services I have performed as outlined in the Consulting Agreement, and that no services rendered under the Consulting Agreement shall be "capital raising" services as that term is defined in applicable securities laws, rules and regulations, or services that may be deemed to be services that promote or maintain a market for the securities of the Company. I acknowledge receipt of a copy of the written Consulting Agreement and that I have access to the website of the Securities and Exchange Commission where I have reviewed all reports filed by the Company with the Securities and Exchange Commission during the past 12 months. Thank you. Very truly yours, /s/ Michael J. Doolin EX-99 15 lwbltr.txt June 27, 2002 Branden T. Burningham, Esq. 455 East 500 South, #205 Salt Lake City, Utah 84111 Re: Rescon Technology Corp., a Nevada corporation (the "Company") Dear Mr. Burningham: Thank you for your letter dated June 26, 2002, regarding the S-8 proposals of the Securities and Exchange Commission, which I have reviewed. I am not a public relations person for the Company or any other entity. I have not and do not intend to raise any funding for the Company. The services I will render and intend to render for the benefit of the Company include providing advice, documentation and information only to the Company regarding the services I have performed as outlined in the Consulting Agreement, and that no services rendered under the Consulting Agreement shall be "capital raising" services as that term is defined in applicable securities laws, rules and regulations, or services that may be deemed to be services that promote or maintain a market for the securities of the Company. I acknowledge receipt of a copy of the written Consulting Agreement and that I have access to the website of the Securities and Exchange Commission where I have reviewed all reports filed by the Company with the Securities and Exchange Commission during the past 12 months. Thank you. Very truly yours, /s/ Leonard W. Burningham, Esq. -----END PRIVACY-ENHANCED MESSAGE-----