AMERI-CAN RAILWAYS
SYSTEMS, INC. (ARS)
Consulting Agreement
With:
Ameri-can Inc., a corporation registered in State of New
York (American)
1. Services
ARS agrees to engage Xxxxx-can to perform services and Ameri-can
accepts such engagement. The services shall consist of consulting
services of Ameri-can and its representative Xxxxxx Xxxxxxx. Xxxxxx
Xxxxxxx shall be appointed as Chairman and CEO of ARS.
2. Term
This contract shall be for a term of sixty months, commencing on the
4th of May 1998.
3. Fee
(a) An annual fee of CDN $150,000.00, payable CDN $12,500.00
monthly plus bonuses;
4. Non-competition
The Non-Compete Agreement shall apply.
5. Duties
Ameri-cans' services shall include:
(a) the overall leadership and vision of the business of the Company
in accordance with the policies and directions of the Board of
Directors; and
(b) other specific duties to be mutually agreed upon during the first
six (6) months from commencement of the engagement.
6. Termination
Xxxxxxxx's engagement may be terminated at any time by either party
on not less than 30 days' prior written notice. The Company shall
have the right to terminate the engagement at any time after the
initial six (6) months period upon payment to Ameri-can of an amount
equal to fees outstanding in the balance of the engagement and a lump
sum payment of $1,000,000 US in additional fees.
Date: May 4th, 1998
/s/ Xxx Xxxxxxxx /s/ Xxxxxx Xxxxxxx
XXX XXXXXXXX XXXXXX XXXXXXX
DIRECTOR
EXECUTIVE COMMITTEE AMERI-CAN INC.
AMERI-CAN RAILWAY
SYSTEMS, INCORPORATED