CONSULTANT COMPENSATION AGREEMENT
EXHIBIT 10.4
CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the "Agreement") is made this 27th day of October 2003, between Global Precision Medical Inc., a British Columbia company ("GPMI"), having its address at 536 – 0000 Xxxxxx Xxxxx, Xxxx Xxxxxxxxx X.X., X0X 0X0, and Xxxxxxx X. Xxxxxxx (“GJL”) having an address at 314 – 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X 0X0, Xxxxxx, who has executed and delivered this Agreement by the execution and delivery of the Counterpart Signature Page which is designated as Exhibit "A".
Section 1
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
Adjustments in the Number of Common Shares in the Capital Stock and Price per Share. GPMI and GJL agree that the per share price of the Shares that may be issued by GPMI to GJL for services performed under the Agreement has been arbitrarily set by GPMI, and was determined based upon an agreed upon value of the Shares at the time of this Agreement; however, in the event GPMI shall undergo a merger, consolidation, reorganization, recapitalization, declare a stock dividend of its Common Shares or cause to be implemented a forward or reverse stock split which affects the present number of issued and outstanding Common Shares in the capital stock of GPMI prior to the issuance of the Shares to GJL, that the per share price and the number of Shares issuable to GJL for services actually rendered hereunder after such event shall be appropriately adjusted to reflect any such event.
Section 2
Representations and Warranties of GPMI
GPMI represents and warrants to, and covenants with, GJL as follows:
2.1
Corporate Status. GPMI is a company duly organized, validly existing and in good standing under the laws of the state of Wyoming.
2.2
2.3
Registration Statement on Form S-8. GPMI shall engage the services of a competent professional to prepare and file a Registration Statement on Form S-8 with the Commission to cover the Shares to be issued under the Plan; shall cooperate with such professional in every manner whatsoever to the extent reasonably required or necessary so that such Registration Statement shall be competently prepared, which such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and which such Registration Statement shall become effective immediately upon its filing; such Registration Statement shall be prepared at the sole cost and expense of GPMI; and GPMI will provide to GJL prior to the issuance and delivery of the Shares a copy of such Registration Statement, the Compensation Plan adopted by its Board of Directors, all quarterly, annual or current reports or other documents incorporated by reference into such Registration Statement and any other similar reports filed or publicly disseminated following the effective date of any such Registration Statement.
2.4
Federal and State Securities Laws, Rules and Regulations. GPMI shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of the Shares.
2.5
2.6
Reports with the Commission. GPMI is required to file reports with the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and GPMI has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than one year; and such reports are or will be true and correct in every material respect.
2.7
Section 3
Representations and Warranties of GJL
GJL represents and warrants to, and covenants with, GPMI as follows:
3.1
3.2
3.3
3.4
3.5
Section 4
4.1
GPMI and GJL agree to indemnify and hold the other harmless for any loss or damage resulting from any misstatement of a material fact or omission to state a material fact by the other contained herein or contained in the S-8 Registration Statement of GPMI to be filed hereunder, to the extent that any misstatement or omission contained in the Registration Statement was based upon information supplied by the other.
Section 5
5.1
Prior to the performance of services hereunder, the Agreement may be terminated (1) by mutual consent of GPMI and GJL in writing; (2) by either the Directors of GPMI or GJL if there has been a material misrepresentation or material breach of any warranty or covenant by the other party; and (3) shall automatically terminate at the expiration of the term hereof, provided, however, all representations and warranties shall survive the termination hereof; provided, further, however, that any obligation of GPMI to pay for any services actually rendered by GJL hereunder shall survive any such termination.
Section 6
6.1
6.2
6.3
6.4
6.5
Governing law. The Agreement shall be governed by and construed and enforced in accordance with the laws of British Columbia.
6.6
6.7
_/s/ Xxxxxxx X. Semple____________
Xxxxxxx X. Xxxxxx
CEO and Director
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
Counterpart Signature Page
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between Global Precision Medical Inc. and the undersigned Consultant is executed as of the date set forth herein below.
Consultant:
/s/ Xxxxxxx X. Xxxxxxx
Date: October 27th, 2003
Xxxxxxx X. Xxxxxxx
EXHIBIT “B’
Number of Shares and Maximum Value of Services
The number of Common Shares in the capital stock of Global Precision Medical Inc. (the “Company”) to be issued to GJL under an S-8 registration is not to exceed 200,000 (Two Hundred Thousand) with the actual number issued dependent in the view of the Board of Directors on the degree of accomplishment of the services to be performed on behalf of the Company by GJL as set out below under General Description of Services to be Performed.
The maximum value of the services to be provided at a deemed price of US $0.20 will amount to a maximum of US $40,000.
General Description of Services to be Performed
It was stated in the Annual Report filed by way of a FORM 20-F that, “The Company is in the development stage and currently has no products approved for sale or use. The Company will not be able to sell significant quantities of its products until such time, if ever, as it receives regulatory approval to commercially market such products, and thus the Company's long-term viability, growth, and profitability will depend upon successful testing, approval, and commercialization of the URO-Stent or other products resulting from its research and development activities.” Therefore the Board of Directors recognizes the need to work with consultants who could provide the advice and guidance to management and the board in moving forward with the Company’s strategy to commercialize the Russian URO-Stent into Western markets and transfer the technology and production of the device and catheter delivery system to Canada. GJL agrees to negotiate on behalf of the Company a worldwide license with MDMI for the right to use Thermal Ablation Technology for treating BPH. GJL further agrees to negotiate on behalf of the company a research and development agreement with MDMI outlining the terms and conditions of the license, the program adapting Thermal Ablation Technology for use with the URO-Stent, arranging clinical trials, obtaining regulatory and licencing approvals in designated countries and coordinating product development, manufacturing and marketing.
Xxxxxxx X. Xxxxxxx
314 – 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx XX, X0X 0X0, Xxxxxx
November 30, 2003
Xxxxxxx Xxxxxx,
Chief Executive Officer
000-0000 Xxxxxx Xxxxx
Xxxx Xxxxxxxxx X.X.X0X 0X0
Re: Global Precision Medical Inc.
Dear Xx. Xxxxxx:
This will confirm the rendering of consulting services under my Consultant and Compensation Agreement in the amount of U.S. $16,200. I understand that I will be issued 81,000 Common Shares in the capital stock of Global Precision Medical Inc. under an S-8 Registration.
Sincerely,
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
314 – 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx XX, X0X 0X0, Xxxxxx
January 30, 2004
Xxxxxxx Xxxxxx,
Chief Executive Officer
000-0000 Xxxxxx Xxxxx
Xxxx Xxxxxxxxx X.X.X0X 0X0
Re: Global Precision Medical Inc.
Dear Xx. Xxxxxx:
This will confirm the rendering of consulting services under my Consultant and Compensation Agreement in the amount of U.S. $23,800. I understand that I will be issued 119,000 Common Shares in the capital stock of Global Precision Medical Inc. under an S-8 Registration.
Sincerely,
Xxxxxxx X. Xxxxxxx