CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made as of the 31st day of January, 2001
BETWEEN:
International PBX Ventures Ltd.THE FOREST INDUSTRY ONLINE INC., a body
corporate formed pursuant to the laws of the Province of British
Columbia
(the "Forest Industry")
AND:
xxxxxxxxxxxxxx.xxx, Inc., a body corporate formed pursuant to the laws
of the State of Delaware and having its registered office located at
Xxxxx 00, 0000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Company")
AND:
XXX XXXXXXXX, Businessman, of 0000 Xxxxxxxxx Xxx, Xxxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
(the "Consultant")
WHEREAS:
A. Forest Industry is a subsidiary of the Company and entered into an
employment agreement (the "agreement") with the Consultant on January 31,
2000;
B. the Consultant is experienced in and knowledgeable in the business of the
Company, and the industry within which the Company operates;
C. the Company requires the services of the Consultant and wishes to replace
the agreement with this employment agreement as permitted by section 5.3 of
the agreement; and,
D. the Company wishes to employ the Consultant on the terms and conditions set
forth herein;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and
the mutual covenants, agreements, representations and warranties contained
herein, the parties hereto hereby agree as follows:
2
ARTICLE 1
EMPLOYMENT
Employment
1.1 The Company hereby agrees to employ the Consultant as its president and the
Consultant agrees to continue to act as President for the Forest Industry and
the Consultant accepts such employment. In such capacity, the Consultant shall
have the duty and responsibility to operate the daily business of the Company
and shall report to and be directly responsible to the boards of directors of
the Company (the "Board").
Term
1.2 The term of this Agreement shall be for a period of two years commencing on
the date of this Agreement (the "Term") and this Agreement shall be
automatically extended on a monthly basis thereafter unless terminated in
accordance with the provisions of section 1.5 hereof.
Salary
1.3 The Company shall pay to the Consultant, in the aggregate, a salary of
Cdn$70,000 annum, payable semi-monthly or at such other interval to be agreed
upon by the Board. The parties hereto agree that the Board will review the said
salary when any other senior management Consultant is hired, and in addition on
at least an annual basis and will make any adjustments it determines are
reasonable in the sole opinion of the Board, which adjustments may take into
account but not limited to the Consultant's performance and the financial and
operating success of the Company in the preceding period.
Benefits
1.4 The Consultant shall be entitled to participate in any benefits package put
in place by the Company from time to time for the benefit of Consultants
generally.
Termination
1.5 Either party may terminate this Agreement without cause upon 90 days written
notice (or salary in lieu thereof) being provided to the other party.
Entire Agreement
1.6 This Agreement constitutes the entire understanding between the parties
concerning the subject matter hereof and supersedes in whole any other written
agreements between the Company or Forest Industry and the Consultant.
Amendment
1.7 This Agreement may be modified or amended and any modification or amendment
shall be in writing and signed by both parties.
Successors and Assigns
1.8 This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the
day and year first above written.
THE FOREST INDUSTRY ONLINE INC.
/s/ Xxxxxx Xxxxxxx By: /s/ Xxx Xxxxxxxx
------------------------------------ -----------------------------
Witness Authorized Signatory
------------------------------------
Name
------------------------------------
Address
XXXXXXXXXXXXXX.XXX, INC.
/s/ Xxxxxx Xxxxxxx By: /s/ Xxx Xxxxxxxx
------------------------------------ -----------------------------
Witness Authorized Signatory
------------------------------------
Name
------------------------------------
Address
/s/ Xxxxxx Xxxxxxx By: /s/ Xxx Xxxxxxxx
------------------------------------ -----------------------------
Witness XXX XXXXXXXX
------------------------------------
Name
------------------------------------
Address
This is Page 3 to the Employment Agreement dated January 01, 2001 between The
Forest Industry Online Inc., xxxxxxxxxxxxxx.xxx, Inc. and Xxx Xxxxxxxx.
