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EXHIBIT 99.1
CONSULTING AGREEMENT
This consulting Agreement (the "Agreement"), effective as of
October 05, 1999 is entered into by and between Pacific Civil Services
Ltd. (herein referred to as the "Company") and Xxxxxxx X. Xxxxxxx and
Xxxxxxx X. Schenstead (herein referred to as the "Consultant").
RECITALS
WHEREAS, Company is a publicly hold corporation where its common
stock will be traded on the OTC Bulletin Board.
WHEREAS, Consultant has experience in the area of investor
communications and financial and Investor public relations; and
WHEREAS, Company desires to engage the services of Consultant to
assist and consult with the company in matters concerning investor
relations and to represent the company in investors' communications and
public relations with existing shareholders, brokers, dealers and other
Investment professionals as to the Company's current and proposed
activities;
NOW THEREFORE, in consideration of the promises and the mutual
covenants and agreements hereinafter set forth, the parties hereto
covenant and agree as follows:
1. Term of Consultancy. Company hereby agrees to retain the
Consultant to act in a consulting capacity to the Company, and the
Consultant hereby agrees to provide services to the Company for a term
of three months plus, commencing on 15th day of November, 1999 and
ending on the 05th day of March, 2000.
2. Duties of Consultant. The Consultant agrees to provide the
following specified consulting services during the term specified in
Section 1.
(a) Advise and assist the Company in developing and implementing
appropriate plans and materiels for presenting the Company and its
business plans, strategy and personnel to the financial community,
establishing an image for the Company in the financial community, and
creating the foundation for subsequent financial public relations
efforts;
(b) Introduce the Company to the financial community.
(c) With the cooperation of the Company, maintain an awareness
during the term of this Agreement of the Company's plans, strategy and
personnel, as they may evolve during such period, and advise and
assists the Company in communicating appropriate information regarding
such plans, strategy and personnel to the financial community.
(d) Assist and advise the Company with respect to its stockholder
and investor relations, relations with brokers, dealers, analysts, and
other investment professionals.
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(e) Perform the functions generally assigned to investor/
stockholder relations and public relations departments in major
corporations, including responding to telephone and written inquires,
reviewing press releases reports, and other communications with or to
shareholders, the investment community and the general public, advising
with respect to the timing, form, distributions and other matters
related to such releases, reports and communications; and consulting
with respect to corporate symbols, logos, names the presentation of
such symbols, logos and names and other matters relating to corporate
image.
(f) Disseminate information regarding the company to brokers,
dealers and other investment community professionals and the general
investing public.
(g) Conduct meetings, in person or by telephone, with brokers,
dealers, analysts and other investment professionals to advise them of
the companies plans, goals and activities, and assist the Company in
preparing for press conferences and other forums involving the media,
investment community professionals and the general investing public.
(h) At the Company's request, review business plans, strategies,
mission statements, budgets, proposed transactions and other plans for
the purpose of advising the Company of the investment community
implications thereof.
(i) Otherwise perform as the Company's financial relations and
public relations consultant and
(j) Make public communications and disclosures regarding the
Company only within the scope of the authorizations conferred by the
Company and not make any such communications or disclosures of
information riot provided or authorized by the Company.
(k) Maintain a corporate web site that accurately deals with
conveying all of the above matters pertaining to corporate
communications.
3. Allocation of Time and Energies. The Consultant hereby promises
to perform and discharge well and faithfully the responsibilities which
may be assigned to the consultant from time to time by the officers and
duty authorized representatives of the Company in connection with the
conduct of its financial and investor public relations and
communications activities, so long as such activities are in compliance
with applicable securities laws and regulations. Consultant shall
diligently and thoroughly provide the consulting services required
hereunder. Although no specific hours per day requirement will be
require, Consultant and the Company agree that Consultant will perform
the duties set forth herein above in a diligent and professional
manner. It is explicitly understood that Consultant's performance of
its duties hereunder will in no way be measured by the price of the
Company's common stock nor trading volume of the Company's common
stock, both of which cannot be guaranteed by the Consultant.
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4. Remuneration. As full and complete compensation for services
described in this agreement, the Company shall compensate Consultant as
follows:
4.1 Company agrees to pay Consultant a retainer of Seven Thousand
US dollars per 1/3 of the 3 month term paid immediately and the last
equal 2 payments to be paid on the 15th day of December 1999 and
January 15 2000. Fees must include in addition the 7% GST.
4.2 For undertaking this engagement and for other good and
valuable consideration, the company agrees to issue to the Consultant
150,000 options which for this purpose have been valued by the
Company's Board of Directors at .81 cents per share. The Company
understands and agrees that the Consultant has foregone significant
opportunities to accept this engagement. Thus the options issued as a
commencement bonus, therefore constitutes payment for Consultants
agreement to represent the Company and are a non-refundable, non-
apportionable, and non-ratable retainer and that such options are
exercisable for a period of 3 years on the beginning date of this
agreement and expiring on March 06, 2003; such options are not a
prepayment for future services. If the Company decides to terminate
this Agreement for any reason whatsoever, it is agreed and understood
that Consultant will not be requested or demanded by the Company to
return any of the options paid to it hereunder. All options issued
pursuant to this Agreement shall be evidenced by an option agreement
issued in the name of Xx. Xxxxxxx X. Xxxxxxx.
5. Expenses. Company agrees to reimburse consultant for all
extraordinary expenses or other expenses incurred when the corporation
requests such. Eg special corporate printing, brochures, ect. Such
items as cell phone, travel, luncheons, faxing, printing, investor
conferences that are handled within regular course of business will all
be paid for by the consultant under his regular monthly retainer of
fees.
6. Financing "Finder's Fee." It is understood that in the event
Consultant introduces Company to a lender or equity purchaser, or its
nominees, not already having a preexisting relationship with the
Company, or its nominees, not already having a preexisting relationship
with the Company, or its nominees, ultimately finances or causes the
completion of such financing, Company agrees to compensate Consultant
for such services with a finders fee in the amount of 7% of total gross
financing provided to Company. This will be payable in Canadian Gold
Maple Leafs at such time as monies are received and the 7% to be
calculated on the day financing is signed and to be given at that days
gold spot price. This will be in addition to any fees payable by the
Company to any other intermediary, if any, which shall be per separate
agreements negotiated between Company and such other intermediary.
6.1 It is further understood that Company and not Consultant is
responsible to perform any an all due diligence on such lender or
equity purchaser introduced to it by Consultant under this Agreement,
prior to Company receiving funds. However Consultant will not introduce
any parties to Company about which Consultant has any prior knowledge
of questionable, unethical or illicit activities
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6.2 Company agrees that said compensation to Consultant shall be
paid in full at the time said financing is closed. Moreover, said
compensation will be a condition precedent to the closing of such
funding or financing and Company shall execute any and all documents
necessary to effect said compensation,
6.3 As further consideration to Consultant, Company agrees not to
obtain any further financing from any lender or equity purchaser, or
its nominees. Supplied or referred to the Company by Consultant for a
period of five years from the date of this Agreement, either directly
or indirectly through third parties or nominees. In the event of
circumvention by Company, or its nominees. Consultant shall receive a
fee equal to that outlined in Section R60 herein.
6.4 Consultant will notify Company of introductions it makes for
potential source of financing in a timely manner (approximately 5 days
within introductions) via Memo. If company has a preexisting
relationship with such nominee and believes such party should be
excluded from this Agreement, then Company will notify Consultant by
registered mail of such circumstances.
7. Indemnification. The Company warrants and represents that all
oral communications, written documents or materials, furnished to
Consultant by the Company with rasped to financial affairs, operations,
profitability and strategic planning of the Company are accurate and
Consultant may rely upon the accuracy thereof without independent
investigation. The Company will Protect, indemnify and hold harmless
Consultant against any claims or litigation including any damages,
liability, cost and attorney's fees with rasped thereto resulting from
Consultant's communications or dissemination of any sold information,
documents or materials not designated by the Company to the Consultant
as "confidential" or "company private" excluding any such claims or
litigation resulting from Consultant's communications or dissemination
of information not provided or authorized by the Company.
8. Representations. Consultant represents that he is not required
to maintain any licenses or registrations under Federal or Provincial
regulations necessary to perform the services set forth herein.
Consultant acknowledges that, to the best of his knowledge, the
performance of the services set forth under this Agreement will not
violate any rule or provision of any regulatory agency having
jurisdiction over Consultant. Consultant acknowledges that he is not a
securities Broker or a registered investment advisor and therefore is
not required to communicate directly with shareholders or private
investors.
9. Status a Independent contractor. Consultant's engagement
pursuant to this agreement shall be as an independent contractor, and
not as an employee, officer or other agent of the Company. Neither
party to this Agreement shall represent or hold itself out to be the
employer or employee of the other. Consultant further acknowledges the
consideration provided herein above is a gross amount of consideration
and other then the 7% GST which will be paid in addition to the
Consultants monthly fee. The Company will not withhold from such
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consideration any amounts as to income taxes, pension plans, or
Insurance programs. All such taxes and other such payments shall be
made or provided for by Consultant and the Company shall have no
responsibility or duties regarding such matters. Neither the Company
nor the consultant possess the authority to bind each other in any
agreements without the express written consent of the entity to be
bound.
10. Attorneys fees. If any legal action or any arbitration or
other proceeding is brought for the enforcement or interpretation of
this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with or related to this Agreement, the
successful or prevailing party shall be entitled to recover reasonable
attorneys fees and other costs in connection with that action or
proceeding, in addition to any other relief to which A or they may be
entitled.
11. Jurisdiction This agreement shall be governed by, construed
and enforced In accordance with the Ian of the Province of British
Columbia. The parties agree that Vancouver, B.C. Canada will be the
venue of any dispute and will have jurisdiction over all parties.
12. Complete Agreement. This Agreement instrument contains the
entire agreement of the parties relating to the subject matter hereof.
This Agreement and its terms may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement of
any waiver, change, modification, extension or discharge is sought.
AGREED IQ
Pacific Cart Services Limited
/s/ Xxxxxx Xxxxxxx
Xx. Xxxxxx Xxxxxxx
Date November 15, 1999 Witness ________________________
Corporals seal Attached
CONSULTANTS
____________________________ /s/ F. H. Schenstead
Xxxxxxx X. Xxxxxxx Mr. F. H. Schenstead
Date November 15, 1999
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Number of Shares: ___________ Date of Grant: November 15, 1999
NONQUALIFYING STOCK OPTION AGREEMENT
AGREEMENT made this 15th day of November, 1999, between Xxxxxxx
Xxxxxxx (the "Optionee"), and Pacific Cart Services Ltd., a Nevada
corporation (the "Company").
1. Grant of Option. The Company, pursuant to the provisions of
the Pacific Cart Services Ltd. 1999 Nonqualifying Stock Option Plan
(the "1999 Plan") set forth as Attachment A hereto, hereby grants to
the Optionee, subject to the terms and conditions set forth or
incorporated herein, an Option to purchase from the Company all or any
pan of an aggregate of 150,000 Common Shares, as such Common Shares are
now constituted, at the purchase price of $0.81 per share. The
provisions of the 1999 Plan governing the terms and con. conditions of
the Option granted hereby are incorporated in full herein by reference.
2. Exercise. The Option evidenced hereby shall be exercisable in
whole or in part (but only in multiples of 100 Shares unless such
exercise is as to the remaining balance of this Option) on or after
November 15, 1999 and on or before November 15, 2000 provided that the
cumulative number of Common Shares as to which this Option be exercised
(except as provided in paragraph I of Article VI of this 1999 Plan)
shall not exceed the following amounts:
Cumulative Number Prior to Date
of Shares (Net Inclusive of)
The Option evidenced hereby shall be exercisable by the delivery to and
receipt by the Company of (i) a written, notice of election to
exercise, in the form so forth in Attachment B hereto, specifying the
number of shares to be purchased; (ii) accompanied by payment of the
full purchase price thereof in cut or certified check payable to the
order of the Company, or by fully-paid and nonassessable Common Shares
of the Company properly endorsed over to the Company, or by a
combination thereof; and, (iii) by return of this Stock Option
Agreement for endorsement of exercise by the Company on Schedule I
hereof. In the event paid and nonassessable Common Shares are submitted
as whole or partial payment for Shares to be purchased hereunder, such
Common Shares will be valued at their Fair Market Value (as defined in
the 1999 Plan) on the date such Shares are received by the Company and
applied to payment of the exercise price.
3. Transferability. The Option evidenced hereby is NOT assignable
or transferable by the Optionee other than by the Optionee's will, by
the laws of descent and distribution, as provided in paragraph 9 of
Article V of the 1999 Plan. The Option shall be exercisable only by the
Optionee during his/her lifetime,
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4. Securities Regulations. The securities issued pursuant to this
Plan are "restricted securities" as defined in Rule 144 of the
Securities Act of 1933 and may not be resold except in compliance with
the registration requirements of the Securities Act of 1933 or an
exemption therefrom. Ninety (90) days aft the Company becomes subject
to the reporting requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, securities issued pursuant to the Plan may be
resold by persons other than affiliates in reliance upon Rule 144
without compliance with paragraphs (c) (d), (e) and (h) thereof, and
affiliates without compliance with paragraph (d) thereof. The Company
is currently not subject to the reporting requirements of tile
Securities Exchange Act of 1934.
PACIFIC CART SERVICES LTD.
BY: /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx, President
ATTEST:
/s/ illegible
Secretary
Optionee hereby acknowledges receipt of a copy of the 1999 Plan,
attached hereto and accepts this Option subject to each and every term
and provision of such Plan. Optionee hereby agrees to accept as
binding, conclusive and final, all decisions or interpretations of the
Compensation Committee of the Board of Directors administering the 1999
Plan on any questions arising under such Plan. Optione recognizes that
if Optionee's employment with the Company or any subsidiary thereof
shall be terminated with cause, or by the Optionee, all of the
Optionee's rights hereunder shall thereupon terminate; and that,
pursuant to paragraph 10 of Article V of the 1999 Plan, this Option may
not be exercised while them is outstanding to Optionee any unexercised
Stock Option, granted to Optionee before the date of grant of this
Option, to purchase Common Shares of the Company or any parent or
subsidiary thereof.
Date November 15, 1999
/s/ Xxxxxxx Xxxxxxx
Optionee
Type or Print Name Address
Social Security No.
153-140-8380 Landsowne Road
Richmond, British Columbia
Address
000-000-000
Social Security No.
