MEMORANDUM OF AGREEMENT made this 13 day of December,1996.
BETWEEN:
XXXXXXX INVESTMENTS LTD., a corporation incorporated pursuant to the
laws of the Province of Alberta, having an office at Suite 504, 10169
- 104 Street, Edmonton, in the Province of Xxxxxxx, X0X lA5, (fax no.
000-0000),
(hereinafter referred to as the "Corporation")
OF THE FIRST PART
- and -
DES X'XXXX, of 59 Dayton Cres. St. Albert AB. T8N4X8.
(hereinafter referred to as the "Consultant")
OF THE SECOND PART
CONSULTING SERVICES AGREEMENT
-----------------------------
WHEREAS the Corporation has agreed to retain the Consultant, and the
Consultant has agreed to be retained by the Corporation, to provide consulting
services to the Corporation of a nature hereinafter described;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and the mutual covenants and agreements herein contained, it is hereby
agreed by and between the parties hereto as follows:
1. The Consultant shall provide to the Corporation the consulting services (the
"Services") in respect of the following matters:
(a) corporate and shareholder communications and investor relations
including preparation of press releases and other material and
responding to shareholder inquiries on a timely basis;
(b) public relations and promotional matters; and
(c) corporate administration and record keeping, including intercorporate
communications and handling accounts payable.
2. The Services shall be provided by the Consultant for an initial period of one
(1) year from the date hereof unless earlier terminated in accordance with
paragraph 4 hereof.
3. In consideration of the provision of the Services, the Corporation agrees to
pay the Consultant a bi-weekly retainer of $1,666.00 and reimburse the
Consultant for his reasonable out-of-pocket expenses incurred in providing the
Services, provided such expenses receive the approval of the Corporation prior
to being incurred, and are evidenced by itemized receipts.
4. This agreement may be terminated by either party by providing thirty days
prior written notice to the other party in the manner hereinafter provided.
E-745
-2-
5. Except as otherwise expressly provided for herein, each of the Consultant and
the Corporation shall be responsible for and shall bear their own respective
costs incurred in respect of either providing or receiving the Services.
6. The parties acknowledge and agree that the Consultant is an independent
contractor.
7. All information provided to or obtained by the Consultant or its agents or
associates in respect of the Corporation and its subsidiaries shall be treated
as confidential and shall not be disclosed to any party without the prior
written consent of the Corporation.
8. This agreement shall be subject to the approval of The Alberta Stock Exchange
and such other regulatory bodies as may be required. The Consultant agrees to
comply with all applicable securities legislation and regulations of The Alberta
Stock Exchange and to execute and deliver to the Corporation a Personal
Information Form.
9. Any notice required or permitted to be given or served by any of the
provisions of this agreement shall be in writing and shall be delivered
personally or may be mailed, postage prepaid, at any post office in Canada, by
registered mail, or sent by prepaid telegram, telex, or facsimile addressed to
the Corporation and the Consultant as herein set out above, and any notice given
as aforesaid shall be deemed to have been given, if delivered when actually
delivered, or, if mailed on the third business day after the date of mailing, or
if telegraphed, telexed or faxed on the second business day after the date of
telegraphing, telexing or faxing; provided that if mailed and there be, between
the time of mailing and the actual receipt of the notice a mail strike, slowdown
or other labour dispute which might affect the delivery of such notice, then
such notice shall only be effective if actually delivered or if telegraphed,
telexed or faxed.
10. Time is of the essence.
11. This agreement shall be binding upon and enure to the benefit of the parties
hereto and their respective successors and permitted assigns.
12. This Agreement sets out the entire agreement between the parties respecting
the subject matters hereof, and supersedes and replaces all prior or
contemporaneous agreements, understandings or negotiations between the parties
respecting the subject matters hereto.
13. The parties agree to execute such other documents and do such other things
that may be reasonably required to give full force and effect to this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of
the day and year first first above written.
XXXXXXX INVESTMENTS LTD.
XXXXXXX INVESTMENTS, LTD.
Corporate Seal Per: /s/ ILLEGIBLE
* -----------------------------
/s/ ILLEGIBLE /s/ Des X'Xxxx
----------------------------- ----------------------------------
WITNESS DES X'XXXX
E-746
