June 19, 2002
ACKNOWLEDGEMENT AGREEMENT (the "Agreement") BETWEEN:
THINKPATH INC.
00 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx
and
Xxxx Xxxxx, CA ("Xxxxx")
000 Xxxxxxx Xxxxxxxx, Xxxxxxxxx, Xxxxxxx, X0X 0X0
This Agreement serves to confirm that Thinkpath Inc. requires business advisory
counsel from Young.
Young will receive consideration of 2,250,000 (two million two hundred and fifty
thousand) newly issued shares of THTH, plus 7% GST, which upon S-8 registration
will only have volume restrictions. (sale of these shares restricted to the
average of the last 4 weeks volume) Share certificates will be delivered by June
21, 2002 at 12:00 PM. The shares will be delivered as to the direction of Young.
Thinkpath will file an S-8 registration statement covering these shares no later
than June 26th.
The consideration will be non-refundable.
Young has not made any representations or warranties regarding this Agreement,
including, but not limited to, a capital raising transaction.
The agreement is entered into and effective this 19th day of June 2002 and the
parties hereto agree to enter into a definitive consulting agreement no later
than June 24th, 2002.
/s/ DECLAN FRENCH /S/ XXXXX XXXXXXXXX
------------------------- ----------------------------
Declan French, CEO Xxxxx Xxxxxxxxx, CFO
As authorized signatory of Thinkpath Inc. As witness for Thinkpath Inc.
with the authority to bind the corporation
BUSINESS CONSULTING AGREEMENT
Between:
Thinkpath Inc.
(Hereinafter: The "Company")
ON ONE PART;
------------
and:
Xxxx Xxxxx, CA ,
(Hereinafter: The "Business Consultant")
ON THE SECOND PART;
-------------------
WHEREAS, the Company requires business advisory services and the
Business Consultant will provide such services.
WHEREAS, the Company therefore desires to retain the Business
Consultant to assist the Company in providing those business advisory services
and relating to strategic alternatives, corporate structuring, due diligence,
mergers and acquisitions and negotiating with debtors and potential investors
("Services").
WHEREAS the Business Consultant has agreed to provide the Services to
the Company on the terms and conditions set forth in this Agreement.
NOW THEREFORE in consideration of the premises and mutual agreements
and covenants hereinafter set forth, the parties hereto agree as follows:
ARTICLE 1
1 BUSINESS CONSULTANT'S AGREEMENT
SECTION 1.1 APPOINTMENT OF BUSINESS CONSULTANT. The Company
hereby appoints the Business Consultant to perform the Services for the benefit
of the Company and the Company hereby authorizes the Business Consultant to
exercise such powers as provided under this Agreement. The Business Consultant
accepts such appointment on the terms and conditions herein set forth and agrees
to provide the Services.
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SECTION 1.2 PERFORMANCE OF AGREEMENT. During the term of this
Agreement, the Business Consultant shall devote reasonable time, attention, and
ability to the business of the Company for the performance of the Services
pursuant to this Agreement. Nothing contained herein shall be deemed to require
the Business Consultant to devote his exclusive time, attention and ability to
the business of the Company. During the term of this Agreement, the Business
Consultant shall, and shall cause each of his agents assigned to performance of
the Services on behalf of the Business Consultant, to:
a. at all times perform the Services faithfully, diligently,
to the best of his abilities and in the best interests of the Company;
b. devote reasonable time, labor and attention to the
business of the Company for the performance of the Services hereunder, and;
c. refrain from acting in any manner contrary to the best
interests of the Company or contrary to the duties of the Business Consultant as
contemplated herein.
SECTION 1.3 AUTHORITY OF BUSINESS CONSULTANT. The Business
Consultant shall have no right or authority, express or implied, to commit or
otherwise obligate the Company in any manner whatsoever except to the extent
specifically provided herein or specifically authorized in writing by the
Company.
SECTION 1.4 INDEPENDENT BUSINESS CONSULTANT. In performing the
Services, the Business Consultant shall be an independent contractor and not an
employee or agent of the Company, except that the Business Consultant shall be
the agent of the Company solely in circumstances where the Business Consultant
must be the agent to carry out his obligations as set forth in this Agreement.
Nothing in this Agreement shall be deemed to require the Business Consultant to
provide the Services exclusively to the Company and the Business Consultant
hereby acknowledges that the Company is not required and shall not be required
to make any remittances and payments required of employers under Ontario law on
the Business Consultant's behalf and the Business Consultant or any of his
agents shall not be entitled to the fringe benefits required by Ontario law and
provided by the Company to its employees.
ARTICLE 2
COMPANY'S AGREEMENTS
SECTION 2.1 COMPENSATION OF BUSINESS CONSULTANT. As a result of
the present inability of the Company to pay a cash fee for the Services to be
provided by the Business Consultant, the Company shall, in lieu of a cash fee,
compensate the Business Consultant by means of granting equity in the Company.
The Company agrees to issue to the Business Consultant 2,250,000 (two million
two hundred and fifty thousand) common shares of Thinkpath Inc. which trade on
Nasdaq small cap under the symbol THTH plus 7% Canadian Goods and Services Tax
("GST"). The Company further agrees to file an S-8 registration statement by
June 26, 2002 to qualify and make free trading such issued shares, which shares
shall be subject only to the volume sales restrictions outlined in Rule 144
under the Securities Act, 1933. The Business Consultant shall not be entitled to
any cash compensation from the Company or any successor thereto save for the 7%
GST.
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ARTICLE 3
TERM
SECTION 3.1 EFFECTIVE DATE. This Agreement shall become effective
on June 24th 2002 (the "Effective Date"), and shall continue for a period of one
(1) year from the Effective Date or until Terminated pursuant to the terms of
this Agreement ("Term").
SECTION 3.2 TERMINATION. This Agreement may be terminated by
either party at any time, with or without cause, upon written notice to that
effect to the other party, provided that the Business Consultant will be
entitled to his full fee outlined in section 2.1
SECTION 3.3 DUTIES UPON TERMINATION. Upon termination of this
Agreement for any reason, the Business Consultant shall promptly deliver, in
accordance with the instructions of the Company, all documents pertaining to the
Company or this Agreement, including but not limited to, all books of account,
correspondence and contracts.
ARTICLE 4
CONFIDENTIALITY
SECTION 4.1 CONFIDENTIALITY The Business Consultant shall not,
except as authorized or required by his duties, reveal or divulge to any person
or companies any of the trade secrets, secret or confidential operations,
processes or dealings or any information concerning the organization, business,
finances, transactions or other affairs of the Company, which may come to his
knowledge during the term of this Agreement and shall keep in complete secrecy
all confidential information entrusted to him and shall not use or attempt to
use any such information in any manner which may injure or cause loss, either
directly or indirectly, to the Company's business or may be likely so to do.
This restriction shall continue to apply after the termination of this Agreement
without limit in point of time but shall cease to apply to information or
knowledge, which may come into the public domain.
The Business Consultant shall comply, and shall cause his agents
to comply, with such directions, as the Company shall make to ensure the
safeguarding or confidentiality of all such information. The Company may require
that any agent of the Business Consultant execute an agreement with the Company
regarding the confidentiality of all such information.
SECTION 4.2 OTHER ACTIVITIES. The Business Consultant shall not be
precluded from acting in a function similar to that contemplated under this
Agreement for any other person, firm or company.
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ARTICLE 5
MISCELLANEOUS
SECTION 5.1 WAIVER; CONSENTS. No consent, approval or waiver,
express or implied, by either party hereto, to or of any breach of default by
the other party in the performance by the other party of its obligations
hereunder shall be deemed or construed to be a consent or waiver to or of any
other breach or default in the performance by such other party of the same or
any other obligations of such other party or to declare the other party in
default, irrespective of how long such failure continues, shall not constitute a
general waiver by such party of its rights under this Agreement, and the
granting of any consent or approval in any one instance by or on behalf of the
Company shall not be construed to waiver or limit the need for such consent in
any other or subsequent instance.
SECTION 5.2 Governing Law; Jurisdiction. This Agreement and all
matters arising thereunder shall be governed by the laws of the Province of
Ontario
SECTION 5.3 BINDING EFFECT; ASSIGNMENT; This Agreement and all of
its provisions, rights and obligation shall be binding and shall inure to the
benefit of the parties hereto and their respective successors, heirs and legal
representatives. This Agreement may not be assigned by any party except with the
written consent of the other party hereto provided however that any benefit and
Compensation provided herein may be assigned without the consent of the other
party hereto.
SECTION 5.4 ENTIRE AGREEMENT AND MODIFICATION. This Agreement
constitutes the entire agreement between the parties hereto and supersedes all
prior agreements and undertakings, whether oral or written, relative to the
subject matter hereof. To be effective any modification of this Agreement must
be in writing and signed by the party to be charged thereby.
SECTION 5.5 SEVERABILITY. If any provision of this Agreement for
any reason shall be held to be illegal, invalid or unenforceable, such
illegality shall not affect any other provision of this Agreement, but this
Agreement shall be construed as if such illegal, invalid or unenforceable
provision had never been included therein.
SECTION 5.6 HEADINGS. The headings of the Sections and Articles of
this Agreement are inserted for convenience of reference only and shall not in
any manner affect the construction or meaning of anything herein contained or
govern the rights or liabilities of the parties hereto.
SECTION 5.7 INDEMNITY. The Company, its directors and officers
agree to indemnify and hold harmless Business Consultant to the full extent
lawful against any and all claims, losses, damages, liabilities, costs and
expenses arising out of, or related to, his role with The Company.
SECTION 5.8 NOTICES. All notices, requests and communications
required or permitted hereunder shall be in writing and shall be sufficiently
given and deemed to have been received upon personal delivery, respectively
addressed to the Company or the Business Consultant as follows:
The Company: Thinkpath Inc.............The Business Xxxx Xxxxx, CA,
00 Xxxxxxxxxx Xxx Consultant: 000 Xxxxxxx Xxxx
Xxxxx 000, Xxxxxxxxx, Xxxxxxx
Xxxxxxx Xxxxxxx X0X0X0 X0X 0X0
Attention: Declan French,
CEO
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SECTION 5.8 FURTHER ASSURANCES. The parties hereto agree from time to
time after the execution hereof to make, do, execute or cause or permit to be
made, done or executed all such further and other lawful acts, deeds, things,
devices and assurances in law whatsoever as may be required to carry out the
true intention and to give full force and effect to this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the 24th day of June 2002.
Thinkpath Inc.. Xxxx Xxxxx, CA,
/S/ DECLAN FRENCH /S/ XXXX XXXXX
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By Declan French Xxxx Xxxxx, CA
CEO The Business Consultant
XXXXX XXXXXXXXX
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As Witness: Xxxxx Xxxxxxxxx, CFO
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