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BUSINESS CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made as of the 4th day of March, 2003,
BETWEEN:
ASIA PROPERTIES INC.,
a company incorporated pursuant to the laws
of the State Nevada with a mailing address of
00 Xxxxxxxx Xxxxxx, Xxxxx 000-000, Xxxxxxxxxx, XX 00000
(the "Company")
OF THE FIRST PART
AND:
WORLD WEB XXXXXXXXXX.XXX CORP.
a company incorporated pursuant to the laws
of the State Nevada with a mailing address of
000 X Xxxxxx - #000, Xxxxxx XX 00000
(the "Consultant")
OF THE SECOND PART
WHEREAS
A. The Company is engaging the Consultant to provide the services
contemplated by this Agreement.
B. The Consultant has agreed to provide the services on the terms and
subject to the conditions of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of ten
($10.00) dollars now paid by the Company to the Consultant, the receipt and
sufficiency whereof is hereby acknowledged by the Consultant, and of the
promises and mutual covenants, conditions and agreements hereinafter set out,
the parties hereto agree as follows:
Consultant Services
The Consultant will provide the following services to the Company as consulting
services:
(i) The Consultant will assist the Company with the preparation of a Form
SB-2 Registration Statement required by the United States Securities and
Exchange Commission (SEC).
(ii) The Consultant will assist the Company with the preparation and
maintenance of all internal corporate documentation for the Company relating to
the preparation and submission of the Form SB-2 Registration Statement. This
documentation includes but is not limited to: the preparation of directors
resolution documents, the preparation minutes for director and shareholder
meetings.
(iii) The consultant will assist the Company with the preparation of all
required response letters from the SEC resulting from the filing of the
aforesaid Form SB-2 Registration Statement and the preparation of any and all
required amendments to the Form SB-2 Registration Statement until such time as
the Form SB-2 Registration Statement is accepted as effective by the SEC.
(iv) The Consultant will also perform additional duties and responsibilities
to the Company at the reasonable instruction of the President of the Company or
his designee, provided that such additional duties and responsibilities are
within the scope of services contemplated by this Agreement and further set out
in SCHEDULE "A" hereto.
The Consultant will not engage in any activity that will interfere or conflict
with the Consultant's duties and responsibilities to the Company or that
interfere or conflict with the business and objectives of the Company.
The Consultant will not make any misrepresentation of the Company or its
business, operations or financial condition to any party in the performance of
the services required by this Agreement.
Fees
The Consultant will be paid a fee of US$5,000 for the services to be provided in
accordance with this Agreement as follows:
Expenses
The Consultant will be paid for all expenses and other disbursements to be
reasonably incurred on behalf of the Company in providing the services incurred
in accordance with this Agreement, including, mailing, and long distance
telephone costs, travel expenses if required, other communication costs and
other sundry expenses incurred in the ordinary course of business. The
Consultant will not incur any expense(s) without the prior written consent of
the Company. Upon receipt of the Consultant's expense reports with supporting
receipts, the Consultant will be reimbursed for those disbursements reasonably
made on behalf of the Company within seven (7) business days of receipt of the
expense report.
Additional Compensation
Shares: The Company will deliver to the consultant 10,000 common shares of the
Company's stock, (hereafter ("Consultant Shares"). The shares will have piggy
back registration rights.
Options: Fifty thousand options exercisable at US$1.00 for 24 months will be
delivered to the consultant.
Reporting Procedure
The Consultant will take directions from the President of the Company or his
designee as to its functions and methods of implementation to perform to achieve
the corporate goals.
7. Term
This Agreement will expire upon acceptance of the Company's Registration
Statement by the SEC as effective.
On termination of this Agreement for any reason, all rights and obligations of
each party that are expressly stated to survive termination or continue after
termination will survive termination and continue in full force and effect as
contemplated in this Agreement.
Confidential Information
Except as contemplated by this Agreement, the Consultant agrees not to disclose
to any person any confidential information concerning the business or affairs of
the Company which the Consultant may have acquired in the course of or
incidental to providing the services required by this Agreement and the
Consultant will not directly or indirectly use (whether for its own benefit or
the detriment or intended detriment of the Company) any confidential information
it may acquire with respect to the business and affairs of the Company. All
obligations with respect to confidential information will survive termination.
The Consultant will coordinate with the President of the Company or his designee
as to the information regarding the business and affairs of the Company that may
be disclosed by the Consultant in the provision of the services required by this
Agreement. The Consultant will not disclose any more information than that
approved by the President of the Company or his designee.
General Provisions
(i) This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Nevada.
(ii) This Agreement shall enure to the benefit of, and be binding upon, the
parties hereto and their respective heirs, executors, administrators, successors
and assigns. This Agreement is not assignable by the Consultant without the
prior written consent of the Company, which consent may not be unreasonably
withheld.
(ii) Time shall be of the essence of this Agreement.
(iii) The Consultant will at all times be an independent contractor and the
Consultant will not be deemed to be an employee of the Company. The Consultant
will be responsible for payment of any income taxes, source deductions,
withholding taxes, fringe benefits, insurance and similar items resulting from
the payment of the Consultant Fee or resulting from the sale or other disposal
of the Consultant Shares or Options.
(iv) This Agreement constitutes the entire Agreement between the parties
hereto and there are no representations, warranties, terms or conditions,
expressed or implied, statutory or otherwise and no agreements collateral hereto
other than or expressly set forth or referred to herein.
IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement
all as of the day and year first above written.
ASIA PROPERTIES INC.,
by its authorised signatory:
/s/ Xxxxxx Xxxxxxxx
Signature of Authorised Signatory
Xxxxxx Xxxxxxxx
Name of Authorised Signatory
President
Position of Authorised Signatory
WORLD WEB XXXXXXXXXX.XXX CORP.
by its authorised signatory:
/s/ Xxxxxxxx X. Xxxxxxxxx
Signature of Authorised Signatory
Xxxxxxxx X. Xxxxxxxxx
Name of Authorised Signatory
President
Position of Authorised Signatory
SCHEDULE "A"
To the BUSINESS CONSULTANT SERVICES AGREEMENT made as of the 4th day
of March, 2003,
Contractor: World Web Xxxxxxxxxx.xxx Corp.
Xxxxx Xxxxxxxxx: President
Responsible to ASIA PROPERTIES INVESTMENTS INC.,. for:
1. Liaison with corporate attorneys and Management Committee respecting
regulatory filing documents; and
2. Preparation of required of the From SB-2 Registration Statement(s); and
3. Ongoing assistance with responses to all comment letters relating to the
Form SB-2 submission to the Securities and Exchange Commission until the Form
SB-2 is accepted as cleared by the SEC.
4. Preparation of all internal corporate documents including corporate
resolutions, minutes, changes and amendments to corporate documents relating to
Item 2 above if required; and
5. The consultant will assist the Company with the preparation of all
required response letters from the SEC resulting from the filing of the
aforesaid Form SB-2 Registration Statement and the preparation of any and all
required amendments to the Form SB-2 Registration Statement until such time as
the Form SB-2 Registration Statement is accepted as cleared by the SEC.
6. Overseeing the proper maintenance of all required legal and regulatory
filings related to the forgoing documents; and
7. The Consultant will also perform additional duties and responsibilities
to the Company at the reasonable instruction of the President of the Company or
his designee, provided that such additional duties and responsibilities are
within the scope of services contemplated by this Agreement.
