EXHIBIT 10.19
AGREEMENT AND CONTRACT FOR SERVICES
EFFECTIVE DATE: June 17, 1999
BETWEEN:
SPORTSPRIZE ENTERTAINMENT INC., a company carrying on
business at 000 X. Xxxxxxxxx Xxxx., Xxxxx 000,
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, X.X.X. 00000
(hereinafter called "Sportsprize")
XXXXXXX XXXXXXX, who resides at 000 0xx Xxxxxx,
Xxxxx Xxxxxx, Xxxxxxxxxx, X.X.X. 00000
(hereinafter called "Wiedder")
WHEREAS:
X. Xxxxxxx is an expert in Internet Marketing, Promotions and Start-up
Websites.
B. SportsPrize wishes to utilize this expertise to quickly and efficiently
develop the marketing, sales and promotion of the Sportsprize Entertainment
Inc.
In exchange of mutual consideration and promise contained herein, Wiedder agrees
to provide consulting and management services to Sportsprize for a period of six
months, beginning June 17th, 1999 and ending December 17th, 1999. At the end of
the six months, an additional one year agreement may be negotiated if mutually
agreed upon by both parties.
Wiedder will provide the following services for Sportsprize:
1. Implement and execute the soft and hard launch strategy and execution of
Sportsprize.
2. Develop e-commerce partnerships, strategic alliances and cross promotions,
which enhance the web-site and improve the corporate revenue model.
3. Oversee, develop and implement the affiliate marketing program and
sponsorship programs for Sportsprize, working closely with the Company's
marketing consultants, Interactive Marketing Inc. and Kaleidoscope Ltd.
4. Wiedder will accept appointment as the officer of VP Marketing. In his
capacity as VP Marketing, Wiedder is expected to assist, strategize and
help implement in other areas of the business on an as needed basis, as if
Wiedder was going the company as a full time executive. This could include
assisting in securing additional employees in marketing and other divisions
of the company, location of office space, merchandise supply relationships,
and other general business matters, which would be part of the general
management team.
[Initials]
COMPENSATION
Wiedder will be compensated as follows:
1. FEES: $12,500 USD with no deductions per month starting and payable on July
1, 1999 and then $12,500 USD per month, payable on the first of each month,
beginning August 1, 1999 and ending with the final $12,500 USD payment on
December 1st. If both parties decide to renew the agreement for an
additional year the payment will continue on the 1st of each month at the
$12,500 USD rate.
2. EXPENSES: Wiedder will also receive expense reimbursements for phone, fax,
mail, company travel, entertainment and Secretarial services as needed.
Administrative expense reimbursements will be paid on the last day of each
month, beginning July of 1999. Travel, hotel and entertainment expenses
will be reimbursed immediately.
3. SHARES: Wiedder will also receive as compensation 50,000 free-trading
(Subject to SEC Rules & Regulations) options to purchase common stock at a
price of .50 cents per share exercisable in increments of 8,333 shares per
month for the six month term of this contract. These options will expire
after 36 months from the date of this agreement.
It is intended that the options are immediately exercisable at the end of each
month starting in July of 1999 subject to the company filing an options plan
with proper authorization that will qualify options to be exercisable, and
subject to the rules of the SEC regarding exercise and sale of options and
shares.
MERGERS AND ACQUISITIONS
In the event of a company merger and/or (handwritten & initialed) acquisition
during the initial 6-month period or during the extended period if still under
contract then all (400,000) of the options will vest immediately.
RENEWAL
If both parties agree to renew the contract for an additional year, Wiedder will
receive additional 350,000 free-trading (subject to SEC Rules &B Regulations)
options to purchase common stock at the market price at the time of the new
agreement but priced no higher than USD $4.00 per shares. The options would be
subject to an equal monthly vesting period over 18 months (@ a rate of 19,445
shares per month).
These options will expire after 36 months from the date the contract is renewed.
All options will be subject to adjustment if the company does a split or reverse
split of its common shares.
ASSIGNMENT
[Initials]
Wiedder may also assign the stock to a corporation or other entity subject to
his own tax liability, and any applicable Rules and Regulations.
CONFIDENTIAL INFORMATION
The parties hereto acknowledge and agree that Wiedder by virtue of his contract
with Sportsprize will have access to confidential information and therefore
Wiedder agrees that during the term of this Agreement and on termination or
expiry of the same, for any reason whatsoever, he will divulge or utilize to the
detriment of the company any such confidential or secret information so
obtained.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
18th day of June 1999.
THE COMMON SEAL OF
SPORTSPRIZE ENTERTAINMENT, INC.
Was hereto affixed in the presence of:
/s/ [Illegible] /s/ Xxxxxxx X. Xxxxxx
--------------------------------- -----------------------------------
Witness XXXXXXX X. XXXXXX
SIGNED, SEALED AND DELIVERED
By XXXXXXX XXXXXXX In the presence of:
/s/ [Illegible] /s/ Xxxxxxx Xxxxxxx
--------------------------------- -----------------------------------
Witness XXXXXXX XXXXXXX
