Midnight Holdings Group Inc – ‘S-8’ on 6/18/02 – EX-10

On:  Tuesday, 6/18/02, at 4:23pm ET   ·   Effective:  6/18/02   ·   Accession #:  1111865-2-223   ·   File #:  333-90718

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Form S-8 -- Consultant's Compensation Plan             6     27K 
 2: EX-5        Exhibit 5.01                                           2     10K 
 3: EX-10       Exhibit 10.8                                           2     10K 
 4: EX-23       Exhibit 23.02                                          1      5K 

EX-10   —   Exhibit 10.8

EX-10
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Exhibit 10.8                                                                    

2002 CONSULTANTS COMPENSATION PLAN                                              

1. Purpose                                                                      

The purpose of this Plan is to provide compensation in the form of Common       
Stock of the Company to eligible consultants that have previously rendered      
services or that will render services during the term of this Consultants       
Compensation Plan (hereinafter referred to as the Plan.)                        

2. Administration                                                               

(a) This Plan shall be administered by the Board of Directors who may from      
time to time issue orders or adopt resolutions, not inconstant with the         
provisions of this Plan, to interpret the provisions and supervise the          
administration of this Plan. The CFO and Plan Administrator, Clifton Douglas,   
shall make initial determinations as to which consultants, professionals or     
advisors will be considered to receive shares under this Plan, and will         
provide a list to the Board of Directors. All final determinations shall be by  
the affirmative vote of a majority of the members of the Board of Directors at  
a meeting called for such purpose, or reduced to writing and signed by a        
majority of the members of the Board. Subject to the Corporation's Bylaws, all  
decisions made by the Directors in selecting eligible consultants (hereinafter  
referred to as Consultants), establishing the number of shares, and construing  
the provisions of this Plan shall be final, conclusive and binding on all       
persons including the Corporation, shareholders, employees and Consultants.     

(b) The Board of Directors may from time to time appoint a Consultants Plan     
Committee, consisting of at least one Director and one officer, none of whom    
shall be eligible to participate in the Plan while members of the Committee.    
The Board of Directors may delegate to such Committee power to select the       
particular Consultants that are to receive shares, and to determine the number  
of shares to be allocated to each such Consultant.                              

(c) If the SEC Rules and or regulations relating to the issuance of Common      
Stock under a Form S-8 should change during the terms of this Plan, the Board   
of Directors shall have the power to alter this Plan to conform to such         
changes.                                                                        

3. Eligibility                                                                  

(a) Shares shall be granted only to Professionals and Consultants that are      
within that class for which Form S-8 is applicable.                             

(b) No individual or entity shall be granted more than 200,000 shares of        
unrestricted Common Stock under this Plan.                                      

4. Shares Subject to the Plan                                                   

The total number of shares of Common Stock to be subject to this Plan is        
450,000. The shares subject to the Plan will be registered with the SEC on or   
about June 18, 2002 in a Form S-8 Registration.                                 

                                                                         9

EX-10
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5. Death of Consultant                                                          

If a Consultant dies while he is a Consultant of the Corporation or of any      
subsidiary, or within 90 days after such termination, the shares, to the        
extent that the Consultant was to be issued shares under the plan, may be       
issued to his personal representative or the person or persons to whom his      
rights under the plan shall pass by his will or by the applicable laws of       
descent and distribution.                                                       

6. Termination of Consultant, retirement or disability                          

If a Consultant shall cease to be retained by the Corporation for any reason    
(including retirement and disability) other than death after he shall have      
continuously been so retained for his specified term, he may, but only within   
the three-month period immediately following such termination, request his      
pro-rata number of shares for his services already rendered.                    

7. Termination of the Plan                                                      

This Plan shall terminate one year after its adoption by the Board of           
Directors. At such time, any shares which remain unsold shall be removed from   
registration by means of a post-effective amendment to the Form S-8.            

8. Effective Date of the Plan                                                   

This Plan shall become effective upon its adoption by the Board of Directors.   

CERTIFICATION OF ADOPTION                                                       
 (By the Board of Directors)

The undersigned, being the President and Secretary of Redox Technology Corp.    
hereby certify that the foregoing Plan was adopted by a unanimous vote of the   
Board of Directors on June 17, 2002.                                            

Richard Szymanski, President and CEO                                            

                                                                          10

Dates Referenced Herein

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		6/18/02		1					None on these Dates
		6/17/02		2
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