CONSULTING AGREEMENT
THIS Consulting Agreement ("Agreement") is executed this ____ day of
February 1997, though effective for all purposes in all respects as of the 1st
day of January 1997, by and between HealthCare Capital Corp. an Alberta
corporation ("Corporation"), and ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇ ("Consultant").
WHEREAS Consultant has considerable knowledge and experience relating
to the business of Corporation as a result of his prior affiliation with
Corporation as an officer and employee and as a result of his current
affiliation with Corporation as a director;
WHEREAS Consultant desires to aid and assist Corporation as a
consultant by providing certain limited advisory services to Corporation on a
standby basis in addition to his duties as director;
WHEREAS Corporation desires to recognize the valuable and meritorious
services performed by Consultant on behalf of Corporation as an officer and
employee, and further desires to engage Consultant to render certain limited
advisory services to Corporation on a standby basis; and
WHEREAS Corporation and Consultant desire to set forth herein their
understandings and agreements:
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
herein set forth, and other good and valuable consideration, the parties hereto
agree as follows:
1. Engagement of Consultant
a. Corporation hereby appoints and engages Consultant as its
consultant and advisor with respect to the matters specified
in Section 2 hereof for the compensation hereinafter set
forth.
b. Consultant hereby accepts his appointment and engagement by
Corporation as a consultant and advisor to Corporation with
respect to the matters specified in Section 2 hereof for the
compensation hereinafter set forth.
2. Activities of Consultant. During the term of this Agreement specified in
Section 4 hereof ("Term"), Consultant shall undertake for and on behalf of, and
to the extent specifically requested in writing by, Corporation, subject to the
availability of Consultant and the other limitations set forth herein, to advise
Corporation, by telephone or in person at Consultant's sole discretion, with
respect to its business. Consultant shall not be required to render any written
reports to Corporation with respect to the foregoing service, unless, in his
sole discretion, Consultant deems written reports to be necessary. For purposes
of conducting these activities during the Term of this Agreement, Consultant
shall be allowed the use of the Corporation's office equipment including
computer, fax and printer at the rental rate of Cdn$100.00 per month.
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3. Compensation of Consultant. Corporation hereby covenants and agrees to pay
Consultant a retainer of Cdn$100.00 per month and upon receipt of Consultant's
invoice, the sum of Cdn$125 per hour for services rendered pursuant to this
Agreement. This Agreement does not cover any board-related activities undertaken
in his capacity as a director of Corporation. Compensation for board-related
activities shall be dealt with at an upcoming Board of Directors meeting.
4. Term. The Term shall commence as of the date hereof and shall terminate on
December 31, 2001. The Agreement cannot be terminated for any reason without the
written consent of Consultant.
5. Out-of-Pocket Expenses. During the Term, Corporation shall pay or promptly
reimburse Consultant for all pre-approved traveling, entertainment, telephone,
and other expenses paid or incurred by Consultant in connection with the
performance of his activities, responsibilities, and services under this
Agreement, upon presentation of expense statements, vouchers, or other evidence
of expense.
6. Representations, warranties, and covenants of Corporation.
a. Corporation hereby represents and warrants that it has full
power and legal right and authority to execute, deliver, and
perform under this Agreement, and that the officers executing
this Agreement on behalf of Corporation have full power and
authority to do so.
b. Corporation hereby covenants and agrees that it shall promptly
forward to Consultant any mail, telephone, messages,
telegrams, notices, or other papers or documents of a personal
nature that are delivered to, or received by, Corporation.
7. Independent Contractor. Consultant shall at all times be an independent
contractor, rather than a coventurer, agent, employee, or representative of
Corporation. Corporation hereby acknowledges and agrees that Consultant may
engage directly or indirectly in other businesses and ventures and shall not be
required to perform any services under this Agreement when, or for such periods
in which, the rendering of services shall unduly interfere with Consultant's
other businesses and ventures.
8. Binding effect; assignment. This Agreement shall be binding upon, and shall
inure to the benefit of, Consultant and Corporation and their respective heirs,
executors or administrators, personal and legal representatives, estate,
legatees, and successors. The obligations under this Agreement may not be
assigned by Corporation or Consultant without the prior written consent of the
other party hereto.
9. Notices. All notices and other communications hereunder or in connection
herewith shall be deemed to have been duly given if they are in writing and
delivered personally or sent by registered or certified mail, return receipt
requested and first-class postage prepaid. They shall be addressed as follows:
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a. If to Corporation: HealthCare Capital Corp., Attention: ▇▇▇▇▇
▇. Kawasaki, ▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇,
▇▇▇▇▇.
b. If to Consultant: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇.,
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇, unless notice of a change of address
is given to either party by the other pursuant to the
provisions of this Section 9.
10. Governing law. This Agreement shall be governed by and construed under the
laws of the state of Oregon.
11. Miscellaneous.
a. This Agreement shall constitute the only agreement between
Corporation and Consultant relating to the subject matter
hereof, and no representations, promises, understandings, or
agreements, oral or otherwise, not herein contained shall be
of any force or effect.
b. No modification or waiver of any provision of this Agreement
shall be valid unless it is in writing and signed by the party
against whom it is sought to be enforced. No waiver at any
time of any provision of this Agreement shall be deemed a
waiver of any other provision of this Agreement at that time
or a waiver of that or any other provision at any other time.
c. The captions and headings contained herein are solely for
convenience and reference and do not constitute a part of this
Agreement.
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IN WITNESS WHEREOF, Corporation has caused this Agreement to be
executed by its duly authorized and Consultant has executed this Agreement, all
effective as of January 1st, 1997.
Corporation:
HealthCare Capital Corp., an Alberta
corporation
By: /s/ ▇▇▇▇▇ ▇. KAWASAKI
▇▇▇▇▇ ▇. Kawasaki, Vice President
of Finance
Consultant:
By:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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