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This Agreement dated for reference the 9th day of January, 2002
BETWEEN:
Thinkpath Inc, a company duly incorporated under the laws of the
Province of Ontario, with it's head office at 00 Xxxxxxxxxx Xxx. Xxxxx
000, Xxxxxxx Xxxxxxx X0X 0X0 ("Thinkpath")
AND:
XXXXXXX XXXXXXXXX INC., a company duly incorporated under the laws of
the Province of Ontario, with its head office at 000 Xxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxx X0X 0X0
("OR")
WHEREAS:
A. OR has experience and expertise in providing public relations
and marketing services to high tech companies;
B. Thinkpath wishes to engage the services of OR to provide
public relations and marketing services for the purposes of
future funding (to be determined)
NOW THEREFORE, the parties agree as follows:
1. OR will perform the public relations and marketing services
set out in the Specifications attached hereto as Schedule "A"
(the "Services") for Thinkpath.
2. Thinkpath will pay for the Services through the issuance of
500,000 shares in the capital stock of Thinkpath and a
engagement fee of $25,000. plus GST. Thinkpath shall cause
share certificates representing the shares to be issued
forthwith following the execution of this Agreement, and to be
delivered to OR in accordance with the following schedule:
(a) 200,000 shares on completion of the work set out in section
1.0 - "Business Plan Analysis & Revision" - of the
Specifications;
(b) 200,000 shares on completion of the work set out in section
2.0 - "Multi-Media Presentation Development" - of the
Specifications;
(c) 50,000 shares on completion of the work set out in section 3.0
- "Web Site Revision" - of the Specifications; and
(d) 50,000 shares on completion of the work set out in section 4.0
- "Marketing / Communication Planning" - of the
Specifications.
Any shares relating to work not completed by March 30th will be cancelled.
Concurrently with execution of this Agreement, OR will execute a Power of
Attorney in favor of Thinkpath or a corporate officer appointed by Thinkpath,
which Power of Attorney may be utilized by Thinkpath to cancel any shares
stipulated to be cancelled in accordance with this section.
3. Thinkpath will use reasonable commercial efforts to:
(a) File necessary form(s) with the SEC on or before January 21st
2002. To issue 500,000 shares pursuant to this agreement.
4. For accounting purposes, the shares issued pursuant to this
Agreement shall be issued represent a value of $100,000. for
services rendered.
5. Either party can cancel this agreement at anytime. Further,
work completed up to cancellation will be issued to Xxxxxxx
Xxxxxxxxx pursuant to the terms.
Agreed effective the 9th day of January, 2002
Thinkpath Inc.
Per:
/S/ Declan French
-----------------
Declan French, Chairman & CEO
Xxxxxxx Xxxxxxxxx Inc.
Per:
/S/ Xxxx Xxxxxxx
----------------
Xxxx Xxxxxxx, President
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SPECIFICATIONS
1.0 BUSINESS PLAN ANALYSIS & REVISION
Xxxxxxx Xxxxxxxxx will analyzes the existing business plan, cross-referencing
the information contained with our unique `business plan infrastructure listing'
to ensure that all of the information that an investor would require is
included.
Xxxxxxx Xxxxxxxxx will research, write, assist with strategies, edit and
complete a comprehensive business plan and implementation `road map'. Thinkpath
will be responsible for supplying the financial projections in an electronic
format. Estimated time of completion is within one month, an exact timeframe
will be determined once the existing plan has been reviewed.
2.0 MULTI-MEDIA PRESENTATION DEVELOPMENT
Xxxxxxx Xxxxxxxxx will create a CD-ROM presentation tool based on the business
plan for distribution to the investment community, potential partners, etc.
The client will supply all necessary bullet points. Alternatively, the CD-ROM
can be created to be more generic and entertaining for the purposes of (2)
investors and as a sales tool for the sales force. Estimated time of completion
is within two weeks.
The details of the presentation are as follows:
- Corporate overview including information from the executive summary
and financial plan
- Visual presentation of the product/technology using still images and
video where possible.
- Accessible through the corporate web site
- Multi-screen presentation (interactive or auto-run option)
3.0 WEB SITE REVISION
The corporate web site is essential to projecting a positive corporate image.
This initial site will house basic company information, and will direct
interested parties to the right person for more information.
Xxxxxxx Xxxxxxxxx will work with Thinkpath to revise the existing corporate web
site to ensure that all of the messages and images are consistent with the other
projects, i.e. communications plan, business plan, etc.
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4.0 MARKETING / COMMUNICATION PLANNING
4.1 COMMUNICATION PLAN DEVELOPMENT
Xxxxxxx Xxxxxxxxx will work directly with the Thinkpath team to create a
communication plan that represents the company's business, marketing and
communication goals. The tactics within the plan will be cost effective, and
will be presented in a work plan format to be evaluated on a frequent basis in
order to ensure that the objectives are being met. To provide you with an idea
of how the plan will be developed, we have outlined a seven- step communication
plan development process:
STEP ONE - Establishing Communication Philosophy and Role
Before we begin developing the specifics of your plan, it is critical
that you understand and agree on the role communications will play in
your company.
What is the role of communications?
- Discuss and list management's assumptions and expectations
STEP TWO - Data and Information Gathering
To be effective, communications must address the needs and problems
of the company.
We need to establish and understand the following through interviews,
surveys and existing information sources:
- The goals of the business
- The direction of the business and corporate decisions that will
effect the people involved
- The environment and the culture of the organization - who is the
audience
- The situations and problems which can be addressed by communicators
Where do we stand? Where are we going?
- Gain understanding of business plans
- Interview executive team
- Gather and develop relevant data and information
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STEP THREE - Situation Analysis
The next step is to study the information collected and outline the
situation including all the external elements that will affect the
company's communication goals.
What effect will the PR initiative have on the external environment?
What are the successes, potential problems and future goals?
- Analyze and study business plans and other strategies developed
- Sift out, describe and develop key issues
- Consider corporate and company strategies and themes
STEP FOUR - Developing and Drafting a Plan
Some of the key elements will include developing the objectives (the
end results you want to achieve), strategies (approaches you will use
in achieving the objectives) and tactics (the specific actions you
will take to reach your objectives).
How can we achieve our goals?
- State objectives
- Develop strategies
- Brainstorm ideas
- Develop specific tactics and actions
- Develop themes and calendar
- Draw up a budget and include other resources necessary to achieve
goals
STEP FIVE - Gaining Approval
Once the plan is drafted, approval is the next step.
Does the executive team agree and support the plan?
- Overview session with executive team
STEP SIX - Work Plan Development
How do you make your short and long range plan happen?
- Prepare a work plan/critical path to follow
- OR to provide regular Current Status Reports
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STEP SEVEN - Follow-up Evaluations and Course Corrections
Check on the progress and results. See if issues and goals have
changed in the past two or three months.
What are you accomplishing? Is it what is needed?
- Is the message clear?
- Are you achieving your goals?
- Look for new issues
4.2 IMPLEMENTATION MANAGEMENT
Not only can Xxxxxxx Xxxxxxxxx help with the development of the plan, but we can
also help to implement the tactics and programs that are derived from the
communication plan. Some of the areas we specialize in include:
MEDIA TRAINING
- Spokesperson training
- Message development
- Half-day media training session offered to master messages, formulate
answers to tough questions and interview techniques specific to
targeted reporters
MEDIA KIT DEVELOPMENT
- Research, create, write, and edit the following materials for each
campaign:
| | News releases
| | Spokesperson bio
| | Company/product fact sheets (i.e. explain how products work)
| | Backgrounder
| | Case studies
| | Testimonials
| | Questions and answers
| | Visuals
| | Media pitch letter/phone script
| | Electronic media kit
DISTRIBUTE AND PITCH STORIES TO THE MEDIA
- Media kit distribution
- Contacting media on your behalf
- Follow-up with reporters and established relationships
COORDINATE AND MONITOR INTERVIEWS WITH SPOKESPERSON
- Schedule interview based on spokesperson's availability
- Brief spokesperson on each media opportunity including:
- Profile of the reporter
- Previous stories filed by reporter
- Media hot buttons of the day
MONITOR MEDIA COVERAGE
- Arrange print and electronic media monitoring during interview period
and for one month following.
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