STOCK COMPENSATION AGREEMENT BETWEEN
Xxxxx Xxxxx
P. O. Box 704
Agassiz, B. C. Canada, VOM 1AO
AND
TopClick International Inc.
7676 Hazard Center Drive, Xxxxxx 00 -0xx Xxxxx
Xxx Xxxxx, XX, 00000
Tel: (000) 000-0000
This contract confirms the agreement between TopClick International Inc.
(TOPCLICK) and Xxxxx Xxxxx concerning the provision of management consulting
services to TOPCLICK. The terms are as follows:
Contract Definition
This contract is a `services contract' with the meaning of the term referring to
consulting services being contracted as defined in Schedule "A" - Services. All
parties agree and acknowledge that Xxxxx Xxxxx is providing contracted services
and nothing in this Agreement shall create an employer-employee relationship,
principal-agent relationship nor a partnership.
Contract term
The term of this agreement shall be from March 1, 2000 to March 1, 2001.
Notwithstanding the date of execution of this agreement, the term shall be
deemed to have commenced on March 1, 2000 and shall continue to March 1, 2001,
or until notice of termination has been given by either TOPCLICK or Xxxxx Xxxxx.
Contract termination
Both Xxxxx Xxxxx and TOPCLICK reserve the right to cancel this contract without
further obligation or expense of any kind at any time without notice or warning
for cause or non-compliance with this Agreement; or upon thirty (30) days
written notice during the term of the Agreement for any reason.
Services
Xxxxx Xxxxx will provide the following consulting services:
> Act as the CEO for strategic planning for TopClick
> Act as the CEO for the development of TopClick's business plan
> Act as the CEO in all personnel and contractor management areas for
Topclick
> Act as the CEO in the management of the xxx.xxxxxxxx.xxx web site
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> Act as the CEO in the definition of sponsorship/advertising elements and
potential revenue opportunities for Topclick
> Act as the CEO in managing all public filings and contracts for the company
> Generally manage any other areas of the business that would normally be
attributed to a CEO Compensation
TopClick shall pay to Xxxxx Xxxxx a contract completion payment of $27,000 (USD)
and TopClick shall have the option to pay for this in shares of TopClick
International Inc. Such shares will be restricted in nature, but Topclick shall
issue an S8 at the end of the contract period, which will make the shares
tradable (within other SEC rules e.g. the `Affiliate' rules). Such shares to be
priced at the market price at the calendar year end of December, and then again
in January 2001 for the 2001 work.
Other Contracts
Xxxxx Xxxxx shall inform Topclick of any other contracts that he intends to
enter into with other parties, prior to agreeing such contracts. In the event
that Topclick reasonably considers there to be a conflict of interest in such a
contract, Topclick reserves the right to terminate this contract with Xxxxx
Xxxxx immediately if Xxxxx Xxxxx commits to such new work.
Governing Laws and Interpretation
This Agreement shall be interpreted and governed according to the laws of
Delaware. Should any provision of this Agreement be found to be invalid or
unenforceable, the remainder shall continue to be valid and enforceable.
Section headings are not intended to affect the meaning nor the interpretation
of the Agreement.
Agreement
This document shall form one entire and complete Agreement (the Agreement).
The Agreement may only be amended in writing signed by both parties or their
fully authorized representatives.
Agreed and signed,
/s/Xxxxx Xxxxx
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Xxxxx Xxxxx
/s/Xxxxx Xxxxx
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Xxxxx Xxxxx for
TopClick International Inc.