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EXHIBIT 6(L)
CONSULTANCY AGREEMENT
THIS AGREEMENT made the 30th day of June 1999.
BETWEEN: SYSCAN INTERNATIONAL INC., a corporation
incorporated under the laws of Canada,
(hereinafter called "SYSCAN")
OF THE FIRST PART
AND: 2977541 CANADA INC., a corporation
incorporated under the laws of Canada,
(hereinafter called "2977541")
AND: XXXXXX X. XXXXXX, businessman of Montreal,
Quebec,
(hereinafter called "Xxxxxx")
OF THE SECOND PART
AND: AXYN CANADA CORPORATION, a corporation
incorporated under the laws of Ontario,
(hereinafter called "AXYN CANADA")
OF THE THIRD PART
AND: AXYN CORPORATION, a corporation incorporated
under the laws of Colorado,
(hereinafter called "AXYN")
OF THE FOURTH PART
WHEREAS AXYN Canada, AXYN, 2977541 and Xxxxxx have entered into a purchase
agreement concurrently with the present Agreement in virtue of which 2977541 and
Xxxxxx have agreed to sell, assign and transfer to AXYN Canada which has agreed
to purchase from 2977541 and Xxxxxx, 10,460,031 issued and outstanding common
shares in the capital stock of Syscan.
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AND WHEREAS Syscan wishes to retain 2977541 as a consultant for a period of 3
years, subject to a non-competition undertaking from 2977541;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT the parties hereto agree as follow:
ARTICLE 1
INTERPRETATION
1.1 DEFINITIONS. In this Agreement, the following terms shall have the
following meanings:
a) "AGREEMENT" means this Consulting Agreement and all instrument
delivered pursuant hereto or in amendment or confirmation
hereof; "hereof", "hereto" and "hereunder" and similar
expressions mean and refer to this Agreement and not to any
particular Article or Section-, "Article" or "Section" means and
refers to the specified article or Section of this Agreement;
b) "Person" includes an individual, partnership, corporation,
unincorporated organization, trust, joint venture, the Crown or
any agency or instrumentality thereof or any juridical entity.
1.2 DIVISION. HEADINGS, INDEX. The division of this Agreement into Articles,
Sections and paragraphs and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation hereof.
1.3 GENDER AND NUMBER. Unless the context otherwise requires, words
importing the singular include the plural and vice versa and words
importing gender include all genders.
1.4 PROPER LAW OF AGREEMENT. This Agreement shall be governed and construed
in accordance with the laws of the Province of Quebec and the laws of
Canada applicable therein and shall be treated, in all respects, as an
Quebec contract. Each party hereby irrevocably attorns to and submits to
the exclusive jurisdiction of the Courts of Quebec with respect to any
matter arising hereunder or related hereto.
1.5 INVALIDITY OF PROVISIONS. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
unenforceability of any other provision hereof and any such invalid or
unenforceability provision shall be deemed to be severable.
1.6 ENTIRE AGREEMENT . This Agreement, together with the agreements and
other documents to be delivered pursuant hereto, constitute the entire
agreement between the parties hereto pertaining to the subject matter
hereof and supersede all prior agreements, understandings, negotiations
and discussions, whether written or oral, of the parties hereto, and
there are no warranties, representations or other agreements between the
parties in connection with the subject matter hereof except as
specifically set forth or referred to herein. No amendment, waiver or
termination of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any provision of
this Agreement shall be deemed or shall constitute a waiver of any other
provision nor shall any such waiver constitute a continuing waiver
unless otherwise expressly provided.
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1.7 SUCCESSORS -and Assigns. This Agreement shall be binding upon and shall
enure to the benefit of the parties hereto and their respective heirs,
executors, legal representatives, successors and permitted assigns.
1.8 CURRENCY. Unless otherwise indicated, all dollar amounts referred to in
this Agreement are in Canadian funds.
1.9 TENDER . Any tender of documents or money hereunder may be made upon the
parties or their respective counsel and money be tendered by official
bank draft drawn upon a Canadian chartered bank or by negotiable cheque
payable in Canadian funds and certified by a Canada chartered bank or
trust company.
ARTICLE 2
RESIGNATION AND CONSULTANCY
2.1 RESIGNATION. Subject to the consultancy agreement provided in paragraph
2.2, Xxxxxx hereby resigns from all his functions and offices at Syscan,
including as officer and employee of Syscan.
2.2 CONSULTANCY. Syscan hereby retains 2977541 as a consultant to perform
certain services for Syscan.
ARTICLE 3
TERM
3.1 Subject to the provisions Article 5 provided hereinunder, 2977541 will
have to render services as a consultant as of the date hereof and for a
period of three (3) years (the "Term").
ARTICLE 4
FEES
4.1 Syscan agrees to pay 2977541 for consulting services rendered only and
directly by Xxxxxx to Syscan the amount of $1,000 per day, payable
monthly. Based on a minimum of 200 days per year, this represents
approximately $600,000 in service fees for three years.
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ARTICLE 5
TERMINATION
5.1 BY SYSCAN. Notwithstanding any other provision of this Agreement, Syscan
may terminate 2977541's consultancy at any time by written notice upon
payment of 1/3 of the balance of the service fees provided in Article 4.
5.2 INSURANCE. Syscan and 2977541 agree that Syscan will fund life insurance
coverage for Xxxxxx at a minimum of $1.0 million payable to Syscan in
the event of the death or long term disability of Xxxxxx.
ARTICLE 6
NON COMPETITION
6.1 NON COMPETITION. In consideration of the present Agreement, 2977541 and
Xxxxxx hereby agree that they shall not, for a period of two (2) years
from the date of termination of the present Agreement, on their own
behalf or on behalf of any Person, directly or indirectly, in any
capacity whatsoever including, without limitation, as an employer,
employee, mandator, mandatory, principal, agent, joint venturer,
partner, shareholder or other equity holder, independent contractor,
licenser, licensee, franchiser, franchisee, distributor, consultant,
supplier, trustee or by, through or in connection with any Person, carry
on or be engaged in or have any financial or other interest in or be
otherwise commercially involved in any endeavour, activity or business
in all or any country or territory in which Syscan has established a
market that is the same or substantially the same as the business
presently exploited by Syscan or in competition with such business.
ARTICLE 7
GUARANTEE
7.1 AXYN Canada and AXYN hereby agree to perform all the obligations of
Syscan under this agreement, should Syscan fail to do so.
ARTICLE 8
MISCILLANEOUS
8.1 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one
instrument. This Agreement may be executed by telecopier and such
execution shall be valid and binding upon the parties hereto.
8.2 FURTHER ASSURANCES. The parties hereto agree to promptly do, make,
execute, deliver or cause to be done, made, executed or delivered all
such further acts, documents and things as the other party hereto may
reasonably require for the purpose of giving affect to this Agreement.
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8.3 LANGUAGE. The parties acknowledge that they have required that the
present Agreement be drawn up in English. Les parties reconnaissent
avoir exige la redaction en anglais de la presente convention.
IN WITNESS WHEREOF the parties hereto have executed this Agreement.
SYSCAN INTERNATIONAL INC.
PER:
2977541 CANADA INC.
PER:
XXXXXX X. XXXXXX
AXYN CANA DA CORPORATION
PER:
AXYN CORPORATION
PER:
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EMPLOYMENT AGREEMENT
THIS AGREEMENT made the 30" day of June 1999.
BETWEEN:
SYSCAN INTERNATIONAL INC., a corporation
incorporated under the laws of Canada,
(hereinafter called "SYSCAN
OF THE FIRST PART
AND:
XXXXXXX XXXXXX, businessman of Montreal,
Quebec,
(hereinafter called "XXXXXX")
OF THE SECOND PART
AND:
AXYN CANADA CORPORATION, a corporation
incorporated under the laws of Ontario,
(hereinafter called "AXYN CANADA")
OF THE THIRD PART
AND:
AXYNCORPORATION, a corporation incorporated
under the laws of Colorado,
(hereinafter called "AXYN")
OF THE FOURTH PART
WHEREAS AXYN Canada, AXYN, 2977541 Canada Inc. and Xxxxxx Xxxxxx have entered
into a purchase agreement concurrently with the present Agreement in virtue of
which 2977541 Canada Inc. and Xxxxxx Xxxxxx have agreed to sell, assign and
transfer to AXYN Canada which has agreed to purchase from 2977541 Canada Inc.
and Xxxxxx, 10,460,031 issued and outstanding common shares in the capital stock
of Syscan.
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AND WHEREAS Syscan wishes to retain Xxxxxx as a employee for a period of 3
years,
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT the parties hereto agree as follow:
ARTICLE 1
INTERPRETATION
1.1 Definitions. In this Agreement, the following terms shall have the
following meanings:
a) "AGREEMENT" means this Employment Agreement and all instrument
delivered pursuant hereto or in amendment or confirmation hereof;
"hereof', "hereto" and "hereunder" and similar expressions mean and
refer to this Agreement and not to any particular Article or Section;
"Article" or "Section" means and refers to the specified article or
Section of this Agreement;
b) "PERSON" includes an individual, partnership, corporation,
unincorporated organization, trust, joint venture, the Crown or
anyagency or instrumentality thereof or any juridical entity.
1.2 DIVISION, HEADINGS, INDEX. The division of this Agreement into Articles,
Sections and paragraphs and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation hereof.
1.3 GENDER AND NUMBER. Unless the context otherwise requires, words
importing the singular include the plural and vice versa and words
importing gender include all genders.
1.4 PROPER LAW OF AGREEMENT. This Agreement shall be governed and construed
in accordance with the laws of the Province of Quebec and the laws of
Canada applicable therein and shall be treated, in all respects, as an
Quebec contract. Each party hereby irrevocably attorns to and submits to
the exclusive jurisdiction of the Courts of Quebec with respect to any
matter arising hereunder or related hereto.
1.5 INVALIDITY OF PROVISIONS. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
unenforceability of any other provision hereof and any such invalid or
unenforceability provision shall be deemed to be severable.
1.6 ENTIRE AGREEMENT. This Agreement, together with the agreements and other
documents to be delivered pursuant hereto, constitute the entire
agreement
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between the parties hereto pertaining to the subject matter hereof and
supersede all prior agreements, understandings, negotiations and
discussions, whether written or oral, of the parties hereto, and there
are no warranties, representations or other agreements between the
parties in connection with the subject matter hereof except as
specifically set forth or referred to herein. No amendment, waiver or
termination of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any provision of
this Agreement shall be deemed or shall constitute a waiver of any other
provision nor shall any such waiver constitute a continuing waiver
unless otherwise expressly provided.
1.7 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
enure to the benefit of the parties hereto and their respective heirs,
executors, egal representatives, successors and permitted assigns.
1.8 CURRENCY. Unless otherwise indicated, all dollar amounts referred to in
this Agreement are in Canadian funds.
1.9 TENDER. Any tender of documents or money hereunder may be made upon the
parties or their respective counsel and money be tendered by official
bank draft drawn upon a Canadian chartered bank or by negotiable cheque
payable in Canadian funds and certified by a Canada chartered bank or
trust company.
ARTICLE 2
RESIGNATION AND EMPLOYMENT
2.1 RESIGNATION. Subject to the employment agreement provided in paragraph
2.2., Xxxxxx hereby resigns from all his functions and offices at
Syscan, including as employee of Syscan.
2.2 EMPLOYMENT. Syscan hereby employs Xxxxxx to perform certain duties and
services for Syscan.
ARTICLE 3
TERM
3.1 Subject to the provisions of Article 5 provided hereinunder, the
employment shall commence as of the date hereof for a period of three
(3) years (the.'Term")
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ARTICLE 4
REMUNERATION
4.1 Syscan agrees to remunerate Xxxxxx for the services rendered by Xxxxxx
to Syscan described herein an annual base salary of $65,000.00 payable
in 26 consecutive equal installments.
ARTICLE 5
TERMINATION
5.1 BY SYSCAN. Notwithstanding any other provision of this Agreement, Syscan
may terminate Xxxxxx'x employment at any time by written notice upon
payment of one (1) year salary as indemnity and severance pay.
5.2 BY REASON OF DEATH, LONG TERM DISABILITY, RETIREMENT OR VOLUNTARY
TERMINATION OF WORK. In the event of (i) the death of Xxxxxx; (ii) the
retirement of Xxxxxx, (iii) a voluntary termination of Xxxxxx'x
employment, and (vi) a long term disability that prevents Xxxxxx from
performing its duties for a period of 6 months or more, thereafter the
present Agreement will be terminated and any remuneration or benefits to
which Xxxxxx may be entitled hereunder shall immediately terminate.
ARTICLE 6
GUARANTEE
6.1 AXYN Canada and AXYN hereby agree to perform all the obligations of
Syscan under this agreement, should Syscan fail to do so.
ARTICLE 7
MISCELLANEOUS
7.1 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one
instrument. This Agreement may be executed by telecopier and such
execution shall be valid and binding upon the parties hereto.
7.2 FURTHER ASSURANCES. The parties hereto agree to promptly do, make,
execute, deliver or cause to be done, made, executed or delivered all
such further acts, documents and things as the other party hereto may
reasonably require for the purpose of giving effect to this Agreement.
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7.3 LANGUAGE. The parties acknowledge that they have required that the
present Agreement be drawn up in English. Les parties reconnaissent
avoir exige la redaction en anglais de la presente convention.
IN WITNESS WHEREOF the parties hereto have executed this Agreement.
SYSCAN INTERNATIONAL INC.
Per:
XXXXXXX XXXXXX
AXYN CANADA CORPORATION
Per:
AXYN.CORPO RATION
Per:
