CONSULTING AGREEMENT
--------------------
Xxx Xxxxx ("Consultant") and Forest Glade International Inc., (the Company),
(together the "Parties") hereby enter into this Agreement on the terms set forth
below:
WHEREAS Consultant has extensive knowledge in the areas of property management,
accounting and computer design as it pertains to operations of the Company,
THEREFORE the parties agree as follows:
1. Consulting Services: Consultant shall provide service to the Company as
set forth in Exhibit A attached hereto.
2. Cooperation: The Company, its officers, employees and directors shall
provide Consultant with such information and devote such time as
required by Consultant in the performance of his services.
3. Term: This agreement shall commence upon the execution of the Agreement
and the payment of the Consulting Fee and have a term of one year from
the date of its execution unless otherwise terminated earlier for cause
by either Party by mutual written consent.
A. Option to acquire Common Stock. Upon execution of this
Agreement, the Company shall deliver to the consultant option
to acquire to 500,000 shares of the Company's common stock in
the form attached hereto as Exhibit B. The Consulting Fee
Option shall be issued to the Consultant and include the
following principal terms.
1. Provided the Consulting Agreement has not been
terminated for cause 500,000 shares vest and may be
exercised upon notice to the Company.
2. The exercise price of the options shall be $1.09 per
share, said price being the fair market value of the
Company's common stock as at November 5, 1999
3. The share underlying the options shall be registered
pursuant to and S-8 registration statement filed by
the Company with the United States Securities and
Exchange Commission.
4. All other terms and attached conditions of the
options shall be in the form attached hereto as
Exhibit B.
B. Other Compensation: Salary as noted.
4. Notices: All other notices or other writing required hereunder shall be
deemed to be sufficiently given if delivered or mailed, certified mail
with return requested, to the following Addresses or sent by telegram
to the following addresses with written confirmation thereafter
forwarded:
To the Company: To the Consultant:
Forest Glade International Inc. Xxx Xxxxx
000 Xxxxxxxx Xxxxxx, Xxxxx 000 498 Xxxxx Street
Prince Xxxxxx, BC Xxxxxxxxx, XX
X0X 0X0 X0X 0X0
5. Independent Status of Parties: Nothing in the Agreement shall render
either party a general partner of the other. Nor shall either Party be
deemed a general partner of the other. Nor shall authority be deemed
given to the other Party except as expressly set forth in this
agreement or be subsequent written authorization of either Party.
6. Confidentiality of Prohibition of Xxxxxxx Xxxxxxx: The Consultant
acknowledges that the Consultant may be receiving material, non-public
information regarding the Company in the course of performing its
services. The Consultant also acknowledges that engaging in market
transactions in the Company's common stock while in possession of such
information or revealing such material non-public information to any
other person engaging in market transactions in the Company's common
stock would be a violation of the U.S. securities laws possibly
subjecting the Consultant and the Company to civil and criminal
sanctions. The Consultant agrees that Consultant shall not engage in
market transactions in the Company's common stock while in possession
of material, non-public information. In addition, should the Consultant
be deemed to be the beneficial owner of five percent (5%) of the
Company's outstanding common stock as determined pursuant to section
13(d) of the Securities Exchange Act of 1934, the Consultant shall file
a Schedule 13(d) pursuant to said Act and regulations.
7. Costs: the Consultant shall provide all personnel and material
necessary for the Consultant's performance under this agreement and
shall bear all costs and expenses of Consultant's performance without
reimbursement from the Company.
8. Entire Agreement: This Agreement contains the entire Agreement among
parties which may not be amended nor may any rights hereunder be waived
except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver.
9. Choice of Law: This Agreement shall be construed in accordance with,
and governed by the laws of British Columbia. Jurisdiction shall vest
in either the courts in and for Vancouver, British Columbia.
10. Binding Effect: This Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective personal
representatives and assigns. The foregoing notwithstanding, the
Consultant may not delegate or assign its consulting services without
the prior written consent of the Company.
11. Counterpart and facsimile signatures: This Agreement may be executed in
any number of counterparts of the signature page, each of which shall
be considered an original. In
addition, a signature, which is reproduced by facsimile transmission
shall be deemed an original.
AGREED TO AND ACKNOWLEDGED BY THE PARTIES HERETO AS BINDING THIS 5th DAY OF
NOVEMBER 1999.
In the case of Xxx Xxxxx
Xxx Xxxxx
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX
X0X 0X0
In the case of Forest Glade International Inc.
Forest Glade International Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxxxx, XX
X0X 0X0
Agreement between Xxx Xxxxx and Forest Glade International Inc.
November 5, 1999
If the above sets forth your understanding of our Agreement execute this letter
where indicated below and return a copy to us.
Yours truly,
FOREST GLADE INTERNATIONAL INC.
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
President
ACCEPTED AND AGREED TO this 5th day of November 1999.
/s/ Xxx Xxxxx
Xxx Xxxxx
EXHIBIT "B"
-----------
AGREEMENT BETWEEN THE COMPANY AND XXX XXXXX
1.0 TERM AND FEE: The term of this agreement shall be three (3) years
commencing of November 5, 1999, with a review period six (6) months
from the start of the agreement at which time either party may
terminate this agreement with thirty (30) days written notice.
The Company further agrees to grant Xxx Xxxxx with an option to
purchase five hundred thousand (500,000.00) common shares in the
Company at a price to be set after five (5) days of trading on the
O.T.C. NASDAQ, this option is good for one (1) year.
Xxx Xxxxx understands and agrees that Xxx Xxxxx is not an employee and
Xxx Xxxxx is responsible for filing and paying applicable income taxes
on Xxx Xxxxx'x behalf.
1.0 IMBURSEMENT OF EXPENSES: The Company shall reimburse Xxx Xxxxx for
expenses incurred by Xxx Xxxxx on behalf of the Company, as deemed
necessary and appropriate by the Company,
Reimbursement for expense incurred by Xxx Xxxxx shall include, but not
be limited to the following:
The Company shall provide for advertising, telephone services,
including long distance charges, travel costs (including and not
limited to transportation, accommodation, meals, etc.) office supplies
and all other associates costs approved by the Company.
The Company shall provide funds for incurred expenses, services and
equipment in a timely manner.
2. PAYMENT OF FEES: The Company will pay each expense rendered to it by
Xxx Xxxxx before the end of the current month.
3. TERMINATION: Xxx Xxxxx may terminate his obligation under this
agreement upon not less than thirty(30) days notice in writing to the
Company and the Company may terminate its obligation for cause upon not
less than thirty (30) days written notice, at which time Xxx Xxxxx may
at his discretion exercise his option to purchase stock.
4. CONFIDENTIALITY AND INTELLECTUAL PROPERTY: Confidentiality and
intellectual property agreement to be provided by the Company.
5. NOTICES: Any notice or other writing required or permitted to be given
hereunder shall be deemed to be sufficiently given if delivered or if
mailed by registered mail or sent facsimile, address as follows:
In the case of Xxx Xxxxx
Xxx Xxxxx
000 Xxxx Xxxxxx
Xxxxxxxxx, XX
X0X 0X0
In the case of the Company
Forest Glade International Inc.
Suite 370 - 000 Xxxxxxxx Xxxxxx
Xxxxxx Xxxxxx, XX
X0X 0X0
