EXHIBIT 10.3
CONSULTING AGREEMENT
This Consulting Agreement ("the Agreement") made this 1st day of September
1998.
BETWEEN:
INTELLICOM INTERNET CORP., a Nevada Corporation, with offices at 308-1040
Xxxxxxxx Street, Vancouver, B.C. Canada. ("Intellicom")
AND,
XXXXXXX PAGE, an individual resident in Vancouver, B.C. Canada.
("Page")
WHEREAS, Intellicom wishes to engage Page as a consultant on the terms
and conditions set out herein and Page wishes to be engaged on the terms
and conditions set out herein.
NOW THEREFORE WITNESSETH THAT, the parties for valuable consideration
contained herein agree with each other as follows:
1. Intellicom herein agrees to engage Page as a consultant and Page
hereby accepts said engagement with Intellicom upon the terms and
conditions set forth.
2. The consulting engagement shall commence on October 1st 1998 and shall
continue for 2 (two) years. If Intellicom's common shares do not trade
before September 30th 2000 then this agreement shall terminate on that
date.
3. Page is engaged as a full time consultant.
4. Page shall also carry out such other duties as the Board of Directors
or the President shall assign from time to time.
5. Compensation shall be as follows: FEES: Page shall be paid the sum of
$6750.00 Cdn per month unless increased by the Board of Directors at
an annual review.
6. Page shall diligently and competently devote their full business time,
attention and energies to the performance of their duties under this
Agreement commencing October 1st 1998.
7. Page agrees to exert their best effort to preserve for the benefit of
Intellicom the good will of Intellicom's clients and those who may
have business relations with it.
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8. Notwithstanding anything else contained herein, Intellicom may give
notice, with 60 days prior written notice to Page, that Intellicom is
being wound up and that the Board of Directors have passed a
resolution stating that the business of Intellicom be terminated and
its assets liquidated, and as such this Agreement will therein be
terminated and all of the rights, obligations and duties of the
parties hereunder are at an end. In the event that during the term of
this Agreement, Page shall become disabled by accident or illness so
as to be unable to perform the duties required of Page under this
Agreement for a period of 60 consecutive days then Intellicom may at
the expiration of such 60 day period suspend Page's services and
Intellicom's rights, obligations and duties under this Agreement shall
terminate except of the restrictions imposed on for confidentiality
herein which shall survive. All shares not vested at termination shall
be returned to treasury for cancellation.
9. Notwithstanding anything contained herein in this Agreement,
Intellicom may discharge Page for cause at any time upon 15 (fifteen)
days' written notice and upon the occurrence of such discharge for
cause this Agreement and all rights, duties and obligations shall
terminate except as to those in regards to confidentiality which shall
remain in force and effect.
10. For a period of two years commencing from the date upon which Page is
terminated or ceases to be a consultant of Intellicom then Page shall
not directly or indirectly enter into or carry on as owner, employee
or otherwise, a business that competes with the business of
Intellicom.
11. Page shall be entitled annually to three (3) weeks paid vacation.
12. This Agreement is inclusive and supersedes any and all employment,
consulting or other agreements whether written or oral by and between
Page and Intellicom and any such prior agreements are hereby cancelled
effective as at the date of this Agreement.
13. Page agrees to abide by the confidentiality terms attached as Exhibit
"A" and said terms are part of this Agreement and incorporated herein.
The confidentiality terms of this Agreement shall stand alone as a
condition of Intellicom entering into this Agreement with Page and
said terms shall survive the termination of Page's engagement as a
consultant and such termination shall not be grounds for the release
of any confidential material to any third party.
14. This Agreement shall inure to the benefit of and be binding upon
Intellicom, its successors and assigns, including, but not limited to,
(1) any corporation which may acquire all substantially all of
Intellicom's assets and business, (2) any corporation with or into
which Intellicom may be consolidated or merged, (3) any corporation
that is the successor corporation in a share exchange and Page, their
heirs, guardians and personal and legal representatives.
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15. This Agreement shall be governed by the law of the Province of British
Columbia and in all respects in accordance with said law.
16. Page agrees to perform their duties hereunder for any subsidiary of
Intellicom as directed by the President or Board of Directors.
17. This Agreement contains the entire agreement of the parties and may
only be amended in writing.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE SET THEIR
HAND AS OF THE DAY FIRST ABOVE WRITTEN.
/s/
-------------------------
INTELLICOM INTERNET CORP.
/s/ XXXXXXX PAGE
-------------------------
XXXXXXX PAGE
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