CONSULTING AGREEMENT
This Consulting Agreement ("the Agreement") is made the March 22, 1999
Between:
Xxxxxxxx.xxx, Inc., a British Columbia Corporation, with offices at
000-0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X 0X0, Xxxxxx (Hereinafter
referred to as "Xxxxxxxx.xxx")
And:
Xxxxxx Xxxxxx, an individual located at 000 Xxxxxxx Xxxxx, Xxxxxxxx,
Xxxxxxx, X0X 0X0, Xxxxxx (Hereinafter referred to as "The
Consultant").
Whereas:
Xxxxxxxx.xxx wishes to engage the Consultant on terms and conditions set forth
herein and the Consultant wishes to be engaged on terms and conditions set
out herein.
Now therefore witnesseth that, the parties for valuable consideration contained
herein agree with each other as follows:
1. Xxxxxxxx.xxx herein agrees to engage the Consultant and the Consultant
hereby accepts said engagement with Xxxxxxxx.xxx upon terms and conditions
set forth below.
2. The referenced Consulting Agreement shall commence April 5th, 1999 and
shall continue for a period of 6 months. Xxxxxxxx.xxx, at its sole
discretion, may renew the contract on terms and conditions mutually agreed
to, should Xxxxxxxx.xxx determine the engagement requires renewal. Any
offer of renewal would be subject to agreed terms and conditions, including
the discharge clause contained herein.
3. The Consultant is engaged on a full time basis during the period of this
Agreement, as a Chief Executive Officer. The Consultant shall report to the
Director of this department. Consultant shall provide services as directed
by said Supervisor.
4. The Consultant shall also carry out other such duties as the Board of
Directors and/or the President shall request.
5. Compensation shall be at the rate of $12,500 per month payable May 1st,
June 1st, July 1st, August 1st, September 1st and October 1st. It is also
agreed that compensation will include 25,000 Shares valued at $1.00 each
($25,000) for this 6 month engagement. Consultant is expected to provide 40
hours of service per week. This may vary, depending on the requirements of
the Supervisor, the President, or the Board of Directors. Consultant agrees
to devote all necessary
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time, attention, and energy to the performance of whatever duties in the
division as designated by the Supervisor, the President, or Board of
Directors. Consultant shall be responsible for any taxes eligible as a
result of the fees paid to the consultant. Xxxxxxxx.xxx will be responsible
for travel, entertainment and lodging expenses incurred as a consultant for
the company.
6. The Consultant shall diligently and competently devote his time to the
performance of his duties under this Agreement and shall commence providing
such services on April 5th, 1999.
7. The Consultant agrees to exert his best effort to preserve for the benefit
of Xxxxxxxx.xxx the goodwill of Xxxxxxxx.xxx's clients and those who may
have business relations with Xxxxxxxx.xxx or its parent company,
Xxxxxxxx.xxx Inc.
8. Notwithstanding anything else contained herein, Xxxxxxxx.xxx may:
a) Give 30 days prior written notice in writing, to the Consultant that
Xxxxxxxx.xxx is being wound up or will cease to carry out business.
b) That the Board of Directors has executed a resolution stating that the
business of Xxxxxxxx.xxx is being terminated and its assets
liquidated.
c) That this Consulting Agreement is terminated, and all rights,
obligations, and duties of the parties are at an end.
In addition:
d) In the event that during the term of this Agreement, the Consultant
shall become disabled by accident or illness so as to be unable to
perform the duties required, the Consultant will not be paid for
services during the period of illness or disablement. Should this
extend for a period of 30 days, then Xxxxxxxx.xxx has the right to
terminate the Agreement.
9. Notwithstanding anything contained herein in this Agreement, Xxxxxxxx.xxx
may discharge the Consultant for cause at any time upon 30 days written
notice and upon the occurrence of such discharge for cause, this Agreement,
and all rights, duties, and obligations shall terminate except as to those
in regards to confidentiality which shall remain in force and effect.
10. This Agreement is inclusive and supersedes any and all employment,
consulting or other agreements (with the exception of a Non disclosure
agreement) whether written or oral by and between the Consultant and
Xxxxxxxx.xxx and any such prior agreements are hereby cancelled effective
as at the date of this Agreement.
11. The Consultant agrees to abide by the confidentiality terms attached as
Exhibit "A" and said terms are part of this Agreement and incorporated
herein. The confidentiality terms of this Agreement shall be in effect as a
condition of Xxxxxxxx.xxx Inc. and Xxxxxxxx.xxx entering into this
Agreement with the Consultant. Said terms shall survive the termination of
the Consultant's engagement and such termination shall not be grounds for
the release of any confidential material to any third party.
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12. This Agreement shall inure to the benefit of and be binding upon
Xxxxxxxx.xxx, its successors and assigns, including, but not limited to:
Any corporation which may acquire all substantially all of Xxxxxxxx.xxx's
assets and business
Any corporation with or into which Xxxxxxxx.xxx may be consolidated or
merged
Any corporation that is the successor corporation in a share exchange and
the Consultant, their heirs, guardians and personal and legal
representatives.
13. The law of the Province of British Columbia shall govern the Agreement and
in all respects in accordance with said law.
14. The Consultant agrees to perform their duties hereunder for any subsidiary
of Xxxxxxxx.xxx and/or Xxxxxxxx.xxx Inc. as directed by the President or
Board of Directors.
15. This Agreement contains the entire agreement of the parties and may only be
amended in writing.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE SET THEIR HAND AS OF THE DAY FIRST
ABOVE WRITTEN.
Date: April 2, 1999
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/s/ Xxxxxxx Page, President
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Xxxxxxxx.xxx, Inc.
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
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