EXHIBIT 10.7
DATED: June 25, 1999
XXXXXXXXXX.XXX, INC.
- and -
IRG INVESTOR RELATIONS GROUP LTD.
THIS CONSULTING AGREEMENT made as of the 25th day of June 1999.
BETWEEN:
XXXXXXXXXX.XXX, INC. of
00 Xxxxxxxx, Xxxxx X
Xxxx, Xxxxxx 00000
(hereinafter referred to as the "Corporation") OF THE FIRST PART
IRG INVESTOR RELATIONS GROUP LTD. of
0xx Xxxxx, 0000 Xxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
(hereinafter referred to as the "Consultant") OF THE SECOND PART
WHEREAS the Corporation wishes to retain the Consultant for its business and the
Consultant has agreed to provide such services to the Corporation.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, it is hereby agreed by and between the parties as follows:
ARTICLE 1
Definitions
1.1 For the purpose of this Agreement, "Consulting Services" shall mean the
corporate and investor relations services relating to the business, products,
and services of the Corporation to be provided by the Consultant, and in
particular but without restricting the generality of the foregoing, includes
arranging broker and analyst meetings, contacts, arranging attendance or
representation of the Corporation at conferences of analysts and, subject to the
control and direction of the Corporation, preparing corporate and product
related materials for distribution to brokers, analysts, and investment
advisers, and distributing same to brokers, analysts and investment advisors.
The Consultant shall provide such materials to individuals upon request and the
Corporation agrees to provide the Consultant with sufficient materials to fulfil
these requests and to defray all attendant costs.
1.2 The terms "subsidiaries", "associates" and "affiliated corporations" as
used in this Agreement shall have the meanings ascribed thereto in the Company
Act of British Columbia.
ARTICLE 2
Engagement of the Consultant and Its Duties
2.1 The Corporation hereby engages the services of the Consultant and the
Consultant hereby accepts the engagement of its services by the Corporation,
subject to the terms and conditions hereinafter contained and subject to
obtaining the necessary regulatory approval hereto.
2.2 The Consultant shall provide the Consulting Services to the Corporation in
such manner as the Corporation and the Consultant may reasonably agree, and
shall devote such of its time as is necessary to properly render the Consulting
Services to the Corporation, and all its effort, skills, attention and energies
during that time to the performance of its duties as herein set forth.
2.3 The Corporation acknowledges that it is aware of the Consultant's many
outside activities, duties and financial interests and agrees that the
performance of such activities and duties and involvement of such financial
interests will not be construed as a breach of this Agreement, provided that the
Consultant provides the Consulting Services on a basis which does not impair the
activities and business interests of either the Corporation or the Consultant.
2.4 In providing the Consulting Services, the Consultant will be relying upon
information received from the Corporation, and will so disclose this fact in all
communications. The Corporation agrees to provide the Consultant with such
information, financial records, documents and product information as may
facilitate the performance of the Consulting Services by the Consultant.
2.5 In the event of any misstatements, misrepresentations or omissions in
information as provided by the Corporation to the Consultant and as utilized by
the Consultant in the performance of the Consulting Services that may result in
liability to the Consultant, the Corporation agrees to indemnify and save
harmless the Consultant against any such claims or liabilities.
2.6 The Consultant agrees that it will perform the Consulting Services in
accordance with all applicable laws including, but not limited to the Securities
Exchange Commission Acts of 1933 and 1934, its rules and regulations, and the
rules and policies of the NASD Stock Quotation Service and the NASDAQ STOCK
EXCHANGE as applicable.
2.7 The Consultant agrees to indemnify and save the Corporation harmless with
respect to any claim, suit, proceedings or judgement, whether regulatory or of a
court of competent jurisdiction arising from any breach of the Agreement by the
Consultant.
2.8 The term of this Agreement shall be for a period of one (1) year commencing
on the 1st day of July 1999 and with an option for an additional year at terms
and conditions as mutually agreed upon. The indemnities provided herein at
sections 2.5 and 2.7 will survive the termination of this Agreement.
2.9 Notwithstanding section 2.8, either party may terminate this Agreement by
providing the other party with at least 30 days written notice.
2.10 The Consultant shall at all times be an independent contractor and not the
servant or agent of the Corporation. No partnership, joint venture or agency
will be created or will be deemed to be created by this Agreement or by any
action of the parties under this Agreement. The Consultant is not an agent,
servant or employee of the Corporation, nor shall it represent itself to have
any such relationship with the Corporation. The Consultant shall be an
independent contractor with control over the manner and means of its
performance. Neither the Consultant nor its employees or agents shall be
entitled to rights or privileges applicable to employees of the Corporation
including, but not limited to, liability insurance, group insurance, pension
plans, holiday paid vacation and other benefit plans which may be available from
time to time between the Corporation and its employees.
2.11 The Consultant shall be responsible for the management of its employees and
without limiting the generality of the foregoing, shall be responsible for
payment to the proper authorities of all unemployment insurance premiums, Canada
Pension Plan contributions, Worker's Compensation premiums and all other
employment expenses for all of the Consultant's employees. The Consultant shall
be responsible for deduction and remittance of all income tax due from itself
and its employees.
ARTICLE 3
Compensation
3.1 The Corporation agrees to pay the Consultant, in consideration of the
provision by the Consultant of the Consulting Services to the Corporation, the
sum of twenty thousand (US$20,000) United States Dollars per month with the
first month's fee due and payable upon execution of this Agreement. Thereafter,
the monthly fee of US$20,000 is payable in advance of the month in which
services are to be rendered.
3.2 The Corporation further agrees to pay the Consultant the sum of one hundred
thousand ($100,000) United States Dollars upon execution of this Agreement. It
is agreed that the payment represent an advance towards expenses to be incurred
pursuant to the public relations program including reasonable disbursements
which will include travel and accommodation expenses, printing and mailing
costs, long-distance charges, outside services, and all other out-of-pocket
expenses incurred by the Consultant in the performance of its obligations
pursuant to this Agreement, provided that the Consultant will not incur any
single expenditure that exceeds US$5,000 without obtaining the prior written
consent of the Corporation. The Consultant agrees to provide the Corporation
with support documentation for the disbursements and expenses incurred where
procurable. A monthly accounting will be provided of the expenses incurred and
paid from the advance. Any amount of the advance not utilized is fully
refundable net of any unreimbursed costs at the termination of this Agreement.
3.3 The Corporation agrees to grant to the Consultant, or its designate, upon
terms and conditions as determined by the various Regulatory Authorities
governing the Corporation, the sole and exclusive right and option to purchase
all or any part of four hundred thousand (400,000) common shares of its capital
as fully paid and non-assessable shares, exercisable at the market price post
reverse split on the first day of trading of the newly consolidated shares for a
period of one year from the date of execution of this Agreement.
3.4 250,000 options are exercisable at any time during the term of this
Agreement and shall vest immediately. 150,000 shares shall vest in equal amounts
of 50,000 at such time that the Corporation successfully obtains financing in
increments of $5,000,000 such that the total option of 150,000 shares shall vest
once the Corporation successfully obtains funding in the amount of $15,000,000.
3.5 The Corporation shall cause to be filed, as soon as practicable, a
Registration Statement on Form S-8 or a demand registration statement under Form
S-3 as applicable, to ensure that the shares to be issued under the provisions
of this Option shall be freely tradable.
ARTICLE 4
Confidentiality
4.1 The Consultant will not, directly or indirectly, use, disseminate,
disclose, communicate, divulge, reveal, publish, use for its own benefit, copy,
make notes of, input into a computer data base or preserve in any way any
confidential information relating to the Corporation or its subsidiaries,
associates or affiliated corporations whether during the term of this Agreement
or thereafter, unless it first received written permission to do so from an
authorized officer of the Corporation.
4.2 For the purposes of this Agreement, "confidential information" is
information disclosed to or acquired by the Consultant relating to the business
of the Corporation, or its subsidiaries, associates or affiliated corporations,
their projects or the personal affairs of their directors, officers and
shareholders, including information developed or gathered by the Consultant
which has not been approved by the Corporation for public dissemination.
Confidential information does not include information in the public domain,
information released from the provisions of this Agreement by written
authorization of an authorized officer of the Corporation, information which is
part of the general skill and knowledge of the Consultant and does not relate
specifically to the business of the Corporation, and information which is
authorized by the Corporation to be disclosed in the ordinary course or is
required by law or applicable regulatory policy to be disclosed.
ARTICLE 5
Miscellaneous
5.1 Any notice required or permitted to be given hereunder shall be given by
hand delivery, facsimile transmission or by registered mail, postage prepaid,
addressed to the parties at their respective addresses as previously set forth
and any such notices given by hand delivery or by facsimile transmission shall
be deemed to have been received on the date of delivery or transmission and if
given by prepaid registered mail, shall be deemed to have been received on the
third business day immediately following the date of mailing. The parties shall
be entitled to give notice of changes of addresses from time to time in the
manner hereinbefore provided for the giving of notice.
5.2 Time shall be the essence of this Agreement.
5.3 The provisions of this Agreement shall inure to the benefit of and be
binding upon the Corporation and the Consultant and their respective successors
and assigns. This Agreement shall not be assignable by the Consultant.
5.4 This Agreement constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties hereto in connection with the subject
matter hereof. No supplement, modification, waiver or termination of this
Agreement shall be binding, unless executed in writing by the parties to be
bound thereby.
5.5 This Agreement shall be governed by the laws of British Columbia and
Nevada.
IN WITNESS WHEREOF this Agreement has been executed by the parties.
) XXXXXXXXXX.XXX, INC.
)
)
) Per: /s/ Xxxxxx Xxxxxxx
)
) Authorized Signatory
)
)
) IRG INVESTOR RELATIONS GROUP LTD.
)
)
) Per:
)
) Authorized Signatory
