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Suite 0000 - 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Telephone: 000.000.0000 Fax: 000.000.0000
February 4, 2000
Xxx Xxxxxxx
#000, 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
V6C 1P5
Dear Xxx:
Re: PUBLIC RELATIONS CONSULTANT
This letter will confirm and document our agreement concerning the provision of
public relations services by you, as a consultant, to XXXXXXXXXXX.XXX INC. (the
"Company"). You have advised the Company that you have expertise in the area of
providing public relations services to companies and in assisting companies in
the preparation of corporate and product related materials. In furtherance of
our discussions we agree as follows:
1. Effective commencing today, February 4, 2000, you shall provide, on a
consulting basis, the following public relations services to the Company;
(a) assist the Company in preparing and finalizing a media advertising
budget, assemble professional media kits for dissemination to the press, and the
scheduling of events promoting the business of the Company;
(b) advise the Company with respect as to how best to facilitate the
preparation of communications material for dissemination to prospective
customers of the Company;
(c) advise the Company with respect as to how best to advertise the
business of the Company;
(d) advise the Company with respect as to how to best introduce the
business of the Company to media contacts including television, radio and the
like; and
(e) provide the Company with advice generally related to the
advancement of the business of the Company including, if requested, manage an
investor relations program for the Company in the event that the Company should
retain an investor relations firm.
In consideration for services to be provided as aforesaid, you shall receive
stock options entitling you to acquire up to 100,000 common shares in the
Company. The stock options shall be detailed in a separate agreement and shall
be on such terms and conditions as required by the stock option plan of the
Company and shall, without limitation, include a vesting schedule whereby 25% of
the options will vest on a quarterly basis with the first 25% vesting 3 months
from the date of our agreement. The initial exercise price of the option will
be at the market price of the shares of the Company (as determined in accordance
with regulatory policy) and for each tranche of shares vesting thereafter the
exercise price will increase by US$0.25 per share.
3. The Company will reimburse you for all reasonable disbursements including
printing and mailing costs, long distance charges, and all other out-of-pocket
expenses incurred by you in the performance of your services to the Company
pursuant to our agreement. You agree not to incur any single expenditure that
exceeds $200 without obtaining the prior written consent of the Company and you
will provide us with original receipts for disbursements and expenses incurred.
4. We confirm you are a consultant only and not an employee, servant or
agent of the Company.
5. This agreement may be terminated by either party upon 30 days written
notice.
6. Time shall be of the essence of this agreement.
7. This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
8. Any notices to be given under this agreement shall be given in writing
and delivered by way of hand delivery and shall, for all purposes, be deemed to
have been delivered when delivered.
Please execute the copy of this letter agreement in the place provided to form a
binding agreement.
Yours truly,
XXXXXXXXXXX.XXX INC.
Xxxx X. Xxxxx, President
Agreed to and accepted this 4th day of February, 2000.
Xxx Xxxxxxx
