CONSULTING AGREEMENT
Xxxxxxxxxxx Xxxxxxxxxx, ("Consultant") and Forest Glade International Inc., (the
Company), (together the "Parties") hereby enter into this Agreement on the terms
set forth below:
WHEREAS Consultant has expertise in the area of property management, mortgage
lending, and accounting as it pertains to the real estate operations of the
Company.
THEREFORE the parties agree as follows:
1. Consulting Services: Consultant shall provide service to the Company as
set forth in Exhibit A attached hereto.
2. Cooperation: The Company, its officers, employees and directors shall
provide Consultant with such information and devote such time as required by
Consultant in the performance of his services.
3. Term: This agreement shall commence upon the execution of the Agreement
and the payment of the Consulting Fee and have a term of one year from the date
of it's execution unless otherwise terminated earlier for cause by either Party
by mutual written consent.
A. Option to acquire Common Stock. Upon execution of this Agreement, the
Company shall deliver to the consultant option to acquire to 100,000 shares of
the Company's common stock in the form attached hereto as Exhibit B. The
Consulting Fee Option shall be issued to the Consultant and include the
following principal terms.
1. Provided the Consulting Agreement has not been terminated for cause
100,000 shares vest and may be exercised upon notice to the Company.
2. The exercise price of the options shall be $1.09 per share, said price
being the agreed fair market value of the Company's common stock as at November
5, 1999.
3. The share underlying the options shall be registered pursuant to and S-8
registration statement filed by the Company with the United States Securities
and Exchange Commission.
4. All other terms and attached conditions of the options shall be in the
form attached hereto as Exhibit B.
B. Other Compensation: Salary as noted.
4. Notices: All other notices or other writing required hereunder shall be
deemed to be sufficiently given if delivered or mailed, certified mail with
return requested, to the
following Addresses or sent by telegram to the following addresses with written
confirmation thereafter forwarded:
To the Company: To the Consultant:
Forest Glade International Inc. Xxxxxxxxxxx Xxxxxxxxxx
000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxx 00, XX#0, Xxxxxxx Site
Prince Xxxxxx, XX Xxxxxxx, XX
X0X 0X0 X0X 0X0
5. Independent Status of Parties: Nothing in the Agreement shall render
either party a general partner of the other. Nor shall either Party be deemed a
general partner of the other. Nor shall authority be deemed given to the other
Party except as expressly set forth in this agreement or be subsequent written
authorization of either Party.
6. Confidentiality and Prohibition of Xxxxxxx Xxxxxxx: The Consultant
acknowledges that the Consultant may be receiving material, non-public
information regarding the Company in the course of performing its services. The
Consultant also acknowledges that engaging in market transactions in the
Company's common stock while in possession of such information or revealing such
material non-public information to any other person engaging in market
transactions in the Company's common stock would be a violation of the U.S.
securities laws possibly subjecting the Consultant and the Company to civil and
criminal sanctions. The Consultant agrees that Consultant shall not engage in
market transactions in the Company's common stock while in possession of
material, non-public information. In addition, should the Consultant be deemed
to be the beneficial owner of five percent (5%) of the Company's outstanding
common stock as determined pursuant to section 13(d) of the Securities Exchange
Act of 1934, the Consultant shall FILE a Schedule 13(d) pursuant to said Act and
regulations.
7. Costs: the Consultant shall provide all personnel and material necessary
for the Consultant's performance under this agreement and shall bear all costs
and expenses of Consultant's performance without reimbursement from the Company.
8. Entire Agreement: This Agreement contains the entire Agreement among
parties which may not be amended nor may any rights hereunder be waived except
by an instrument in writing signed by the party sought to be charged with such
amendment or waiver.
9. Choice of Law: This Agreement shall be construed in accordance with, and
governed by the laws of British Columbia. Jurisdiction shall vest in either the
courts in and for Vancouver, British Columbia.
10. Binding Effect: This Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective personal representatives and
assigns. The foregoing notwithstanding, the Consultant may not delegate or
assign its consulting services without the prior written consent of the Company.
11. Counterpart and facsimile signatures: This Agreement may be executed in
any number of counterparts of the signature page, each of which shall be
considered an original. In
addition, a signature, which is reproduced by facsimile transmission shall be
deemed an original.
AGREED TO AND ACKNOWLEDGED BY THE PARTIES ]HERETO AS BINDING THIS 5th DAY OF
NOVEMBER 1999.
In the case of Xxxxxxxxxxx Xxxxxxxxxx
Xxxxxxxxxxx Xxxxxxxxxx
Box 29, RR#8, Xxxxxxx Site
Xxxxxxx, XX
X0X 0X0
In the case of Forest Glade International Inc.
Forest Glade International Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxxxx, XX
X0X 0X0
Agreement between Xxxxx Xxxxxxxxxx and Forest Glade International Inc.
November 5, 1999
If the above sets forth your understanding of our Agreement execute this letter
where indicated below and return a copy to us.
Yours truly,
FOREST GLADE INTERNATIONAL INC.
/s/ signed
Xxxxx Xxxxxx
President
ACCEPTED AND AGREED TO this 5th day of November 1999.
/s/ signed
Xxxxxxxxxxx Xxxxxxxxxx
EXHIBIT "B"
AGREEMENT BETWEEN THE COMPANY AND XXXXXXXXXXX XXXXXXXXXX
1.0 TERM AND FEE: The term of this agreement shall be three (3) years
commencing of November 5, 1999, with a review period six (6) months from the
start of the agreement at which time either party may terminate this agreement
with thirty (30) days written notice.
The Company further agrees to grant Xxxxxxxxxxx Xxxxxxxxxx with an option
to purchase one hundred thousand (100,000.00) common shares in the Company at a
price to be set after five (5) days of trading on the O.T.C. NASDAQ, this option
is good for one (1) year.
Xxxxxxxxxxx Xxxxxxxxxx understands and agrees that Xxxxxxxxxxx Xxxxxxxxxx
is not an employee and Xxxxxxxxxxx Xxxxxxxxxx is responsible for filing and
paying applicable income taxes on Xxxxxxxxxxx Xxxxxxxxxx'x behalf
1.0 IMBURSEMENT OF EXPENSES: The Company shall reimburse Xxxxxxxxxxx
Xxxxxxxxxx for expenses incurred by Xxxxxxxxxxx Xxxxxxxxxx on behalf of the
Company, as deemed necessary and appropriate by the Company,
Reimbursement for expense incurred by Xxxxxxxxxxx Xxxxxxxxxx shall include,
but not be limited to the following:
The Company shall provide for advertising, telephone services, including
long distance charges, travel costs (including and not limited to
transportation, accommodation, meals, etc.) office supplies and all other
associates costs approved by the Company.
The Company shall provide funds for incurred expenses, services and
equipment in a timely manner.
2. PAYMENT OF FEES: The Company will pay each expense rendered to it by
Xxxxxxxxxxx Xxxxxxxxxx before the end of the current month.
3. TERMINATION: Xxxxxxxxxxx Xxxxxxxxxx may terminate his obligation under
this agreement upon not less than thirty(30) days notice in writing to the
Company and the Company may terminate its obligation for cause upon not less
than thirty (30) days written notice, at which time Xxxxxxxxxxx Xxxxxxxxxx may
at his discretion exercise his option to purchase stock.
4. CONFIDENTIALITY AND INTELLECTUAL PROPERTY: Confidentiality and
intellectual property agreement to be provided by the Company.
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5. NOTICES: Any notice or other writing required or permitted to be given
hereunder shall be deemed to be sufficiently given if delivered or if mailed by
registered mail or sent facsimile, address as follows:
In the case of Xxxxxxxxxxx Xxxxxxxxxx
Xxxxxxxxxxx Xxxxxxxxxx
Box 29, RR#8, Xxxxxxx Site
Xxxxxxx, XX
X0X0X0
In the case of the Company
Forest Glade International Inc.
Suite 370 - 000 Xxxxxxxx Xxxxxx
Xxxxxx Xxxxxx, XX
X0X 0X0
