CONSULTING SERVICES AGREEMENT
Between: Xx. Xxxxxx Xxxxx, Business Consultant
And: Topclick International Inc.
0000 Xxxxxx Xxxxxx Xxxxx, Xxx 000
Xxx Xxxxx, XX, 00000
Tel: (000) 000-0000
Date: July 10, 2000
This contract confirms the agreement between TopClick International Inc.
("TopClick") and Xx. Xxxxxx Xxxxx 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 Xxxxxx
Xxxxx 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
Xxxxxx Xxxxx.
Contract termination
Either TopClick or Xxxxxx Xxxxx 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
Xxxxxx Xxxxx will provide business consulting services to TopClick. In the event
that Xxxxxx Xxxxx 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. Xxxxxx Xxxxx
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 Xxxxxx Xxxxx:
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/ Xxxxxx Xxxxx
/s/ Xxxxx Xxxxx
Signed on Behalf of Topclick International Inc:
Xxxxx Xxxxx, Director
