COMPENSATION AGREEMENT
TO: Xxxxx Xxxxxx
AND TO: Xxx XxXxxx
AND TO: Xxxxx Xxxxxxx
Dear Sirs:
Reference is made to the purchase and sale agreement made as of the 6th
day of May, 1999 (the "Acquisition Agreement") among HomeBase Work Solutions
Ltd. ("HomeBase"), Xxxxx Xxxxxx, Xxx XxxXxxx, Xxxxx Xxxxxxx, 786382 Alberta Ltd.
and 000000 Xxxxxxx Ltd. (collectively, the "Controlling Shareholders"), Infocast
Canada Corporation ("Infocast Canada"), Infocast Corporation ("Infocast") and
the Controlling Shareholders (as defined therein). Capitalized terms used herein
but not otherwise defined shall have the same meaning as provided in the
Acquisition Agreement.
In conjunction with the completion of the various transactions
contemplated by the Acquisition Agreement, Infocast hereby covenants and agrees
that, in consideration of Messrs. Galvon, XxxXxxx and Xxxxxxx entering into the
Acquisition Agreement and fulfilling their respective obligations thereunder,
each shall be entitled to receive a payment in the amount of $140,000 payable as
follows:
a. $70,000 shall be paid to each of Messrs. Galvon, XxxXxxx and Xxxxxxx on
the Closing Date; and
b. An additional $70,000 shall be paid to each of Messrs. Galvon, XxXxxx
and Xxxxxxx on the earlier of that date that (i) Infocast completes a
private placement(s) for gross proceeds of U.S. $1,000,000 and (ii)
completes a letter of credit financing with funds available Infocast of
not less than U.S. $800,000
This Compensation Agreement is meant to constitute a binding agreement
among the parties hereto on the terms set forth above. If you are in agreement
with the foregoing, please so indicate by executing a duplicate copy of the
agreement in the spaces set forth below.
DATED this ___ day of May, 1999.
INFOCAST CORPORATION
Per: /s/ A.T. Xxxxxxx
---------------------
Acknowledged and agree to this ___ day
of May, 1999
/s/ Xxxxx Xxxxxx /s/
-------------------- ------------------------------
Xxxxx Xxxxxx Witness
/s/ Xxx XxxXxxx /s/
------------------ ------------------------------
Xxx XxxXxxx Witness
/s/ Xxxx Xxxxxxx /s/
----------------- ------------------------------
Xxxx Xxxxxxx Witness
