CONSULTING SERVICES AGREEMENT
Between: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Business Consultant
And: Topclick International Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Date: July 10, 2000
This contract confirms the agreement between TopClick International Inc.
("TopClick") and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ concerning the provision of business
consulting services to TopClick. The terms are as follows:
Contract Definition
This contract is a `Work for Hire' contract within the meaning of the term
related to ownership and intellectual property of all work conducted by ▇▇▇▇▇▇
▇▇▇▇▇ and created under the contract, which shall remain the sole property of
Topclick.
Contract term
The term of this agreement shall be from July 10, 2000 through end of September,
2000. Notwithstanding the date of execution of this agreement, the term shall be
deemed to have commenced on July 10, 2000 and shall continue through September
31, 2000, or until notice of termination has been given by either TopClick or
▇▇▇▇▇▇ ▇▇▇▇▇.
Contract termination
Either TopClick or ▇▇▇▇▇▇ ▇▇▇▇▇ may terminate this contract with one month's
written notice to the other party, which shall take effect the day the
termination notice has been duly signed by both parties.
Services
▇▇▇▇▇▇ ▇▇▇▇▇ will provide business consulting services to TopClick. In the event
that ▇▇▇▇▇▇ ▇▇▇▇▇ is unavailable to complete the contract, Topclick reserves the
right to terminate this contract with the contractor immediately, or to approve
such replacement contractor as will be satisfactory to Topclick. ▇▇▇▇▇▇ ▇▇▇▇▇
will provide a written report to Topclick prior to the end of the contract
period with recommendations in the following areas:
o Corporate Structure of the public holding company and it's subsidiaries
o Future Business Development Strategy including divestitures and/or
acquisitions
o Human Resource Organization
o Location and presence of ancillary businessservices
o Other corporate arrangements and organizations as necessary
Compensation
TopClick shall pay to ▇▇▇▇▇▇ ▇▇▇▇▇:
o a consulting services fee of $300,000 (USD) payable upon completion and
delivery of the report to Topclick
o TopClick shall have the option to pay for this in shares of TopClick
International Inc.
o Such shares will be restricted in nature, but Topclick shall file an S8
upon receipt of the report, which will make the shares free tradable.
o The shares to be priced at the average price between the Bid and Ask price
on the last day (Friday) of the calendar week in which the report is
delivered to Topclick.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇
Signed on Behalf of Topclick International Inc:
▇▇▇▇▇ ▇▇▇▇▇, Director
