COMMISSION AGREEMENT
THIS AGREEMENT FOR COMMISSION (the "Agreement") is entered into and
effective as of December 1, 2002 by and between XXXXXX XXXXXXX, OF 0000 Xxxxx
000xx Xxxxxx, Xxxxxxx, XX 00000 (the "Consultant"), and GREEN FUSION
CORPORATION, a Corporation ("Green Fusion").
1. RECITAL
1.1 Green Fusion has engaged the Employee to develop new sales contracts and
business relationships that will enhance the Company's revenue. Green
Fusion has agreed to reimburse the Employee with commission for new sales
contracts that are obtained.
1.2 The Employee has preformed various activities related to her duties as an
employee and has obtained sales contracts for Green Fusion.
1.3 The Employee and the Company have agreed to reimburse the Employee for her
commissions in the form of restricted shares.
2. NATURE OF COMPENSATION
2.1 Term of Agreement This Agreement shall be for a term of 4 months and shall
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terminate on March 1, 2003.
2.2 Commission Earned The Employee is owed $17,188.32 in commissions for orders
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received and shipped and for new business contracts obtained by the Company
as of the date of this Agreement.
2.3 Compensation In consideration of entering into this Agreement, Green Fusion
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shall issue to Consultant a total of 859,416 shares of Green Fusion's
common stock which shares are fully paid upon the execution hereof and the
binding of the Consultant to the obligations herein.
2.4 Prohibited Activities The Employee acknowledges that the
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Compensation received does not include compensation for:
* services in connection with the offer or sale of securities in a
capital-raising transaction;
* services that directly or indirectly promote or maintain a market for
the securities of Green Fusion including without limitation the
dissemination of information that reasonably may be expected to
sustain or raise or otherwise influence the price of the securities;
* services providing investor relations or shareholder communications;
* consultation on mergers that take a private company public;
* consultation in connection with financing that involves any securities
issuance, whether equity or debt.
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3. CO-OPERATION, ARBITRATION, INTERPRETATION, MODIFICATION AND ATTORNEY FEES
3.1 Co-operation of Parties The parties further agree that they will do all
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things necessary to accomplish and facilitate the purpose of this Agreement
and that they will sign and execute any and all documents necessary to
bring about and prefect the purposes of this Agreement.
3.2 Arbitration The parties hereby submit all controversies, claims, and
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matters of difference arising out of this Agreement to arbitration in the
Province of BritishColumbia, according to the rules and practices of the
Canadian Arbitration Association. This submission and agreement to
arbitrate shall be specifically enforceable. The Agreement shall further be
governed by the laws of British Columbia.
3.3 Interpretation of Agreement The parties agree that should any provision of
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this Agreement be found to be ambiguous in any way, such ambiguity shall
not be resolved by construing such provisions or any part of or the entire
Agreement in favour of or against any party herein, but rather by
construing the terms of this Agreement fairly and reasonably in accordance
with their generally accepted meaning.
3.4 Modification of Agreement This Agreement may be amended or modified in any
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way and at any time by an instrument in writing, signed by each of the
parties hereto, stating the manner in which it is amended or modified. Any
such writing amending or modifying of this Agreement shall be attached to
and kept with this Agreement.
3.5 Legal Fees If any legal action or any arbitration or other proceeding is
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brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with any of the
provisions of the Agreement, the successful or prevailing party shall be
entitled to recover reasonable legal fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it may be
entitled.
3.6 Entire Agreement This Agreement constitutes the entire Agreement and
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understanding of the parties hereto with respect to the matters herein set
forth, and all prior negotiations, writings and understandings relating to
the subject matter of this Agreement are merged herein and are superseded
and cancelled by this Agreement.
3.7 Counterparts This Agreement may be signed in one or more counterparts.
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3.8 Facsimile Transmission Signatures A signature received pursuant to a
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facsimile transmission shall be sufficient to bind a party to this
Agreement.
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DATED this 15th day of November, 2002.
/s/ L. Xxxx Xxxxxxx, President /s/ Xxxxxx Xxxxxxx
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L. Xxxx Xxxxxxx, President Xxxxxx Xxxxxxx
Green Fusion Corporation
