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EXHIBIT 10.32
CONSULTING AGREEMENT
THIS AGREEMENT dated the 1st day of January, 2000
BETWEEN:
VOLSAN BUSINESS CONSULTING, a business pursuant to the laws of the
Province of BC and Having an office located at 0000 000xx Xxxxxx
Xxxxxxx, XX. X0X 0X0
("Volsan")
OF THE FIRST PART
AND:
XXXXXXXXXXXX.XXX INC., a body corporate duly incorporated pursuant to
the laws of the State of Colorado
("Smartsources")
OF THE SECOND PART
WHEREAS:
A. Smartsources, which is in the business of developing certain computer
software products and marketing the same;
B. has agreed to enter into this Consulting Agreement with Volsan in the
terms and conditions hereinafter contained.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants hereinafter contained the parties hereto do agree as follows:
1.0 CONSULTING
1.1 Volsan agrees to provide such reasonable services and assistance to
Smartsources as follows:
a. Assist in investor relations and corporate communications with
shareholders and potential investors
b. Assist in the dissemination of information relating to
Smartsources to shareholders and Volsan's database of potential
investors.
c. Maintain a minimum of three full time individuals devoting their
efforts to investor relations and corporate communication
activities relating to Smartsources.
2.0 TERM
2.1 The term of this Agreement shall run from the date of execution
hereof up to and including December 31, 2000. The agreement can be terminated
subject to paragraph 5.0 with no further obligations by either party.
3.0 SMARTSOURCES COVENANTS
3.1 Smartsources hereby covenants that it shall provide all necessary
information, documents, and other such reasonable assistance as may be required
by Volsan to undertake its obligations contained herein.
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4.0 CONSULTING FEES
4.1 In consideration of the services to be provided hereunder,
Smartsources agrees to pay to Volsan the sum of $12,000 per month
payable on the first day of each month.
4.2 Smartsources will reimburse Volsan for all out of pocket expenses
reasonably, actually and properly incurred by it in connection
with the performance of its duties. Volsan will be responsible
for its direct rent and general office overhead.
4.3 In the event Volsan is able to introduce individuals or groups to
the Company who participate, Smartsources will arrange for compensation to be
paid to Volsan in addition to the monthly fee set out in paragraph 1a. whereby
such compensation is determined on a case-by-case basis subject to market
conditions and any restrictions or limitations imposed by the regulatory
authorities.
5.0 TERMINATION
5.1 Notwithstanding the term of agreement set out in paragraph 2
hereof, either Smartsources or Volsan may terminate this agreement upon 30 day
written notice to the other party.
6.0 GENERAL
6.1 This Agreement shall be construed in accordance with and the
parties hereto agree to be bound by the laws of the Province of British
Columbia.
6.2 Neither party shall assign its rights hereunder without the
written consent of the other party hereto.
6.3 Time shall be of the essence hereof.
6.4 Any notice to be given hereunder shall be duly and effectively
given when delivered to the address set out on page 1 hereof.
6.5 This Agreement shall ensure to the benefit of the parties hereto
their successors and assigns.
6.6 Nothing contained herein shall be construed as creating a
partnership, joint venture, or employment contract between the parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first written above:
XXXXXXXXXXXX.XXX INC. VOLSAN BUSINESS CONSULTING
/s/ XXXXXX XXXXXX /s/ [ILLEGIBLE]
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Authorized Signatory Authorized Signatory
December 21, 1999 December 21, 1999
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