This CONSULTING AGREEMENT dated effective the 28th day of March, 2003, is
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between, MICRON ENVIRO SYSTEMS INC. of Xxxxx 000, 000 Xxxx Xxxxxx Xxxxxx
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Vancouver, B.C., V6C 1H2 (the "Company"), and Xxxxx Xxxxxxx, of Suite 600, 595
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Hornby Street, Vancouver, B.C., V6C 1A4 (the "Consultant").
In consideration of the premises and the mutual covenants and agreements
hereinafter set forth, IT IS AGREED as follows:
1. The Consultant has represented to the Company that it has the technical,
business or management expertise to provide certain technical, business
and/or management services to the Company, other than services of a
promotional, investor relations or fiscal agency nature (the "Services").
2. The Company hereby retains the Consultant to provide the Services to the
Company through Xxxxx Xxxxxxx for a term of three (3) months unless
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extended or terminated earlier as hereinafter provided (the "Term").
3. During the Term, the Consultant shall diligently and faithfully devote the
time, effort and ability to the Company's affairs and business necessary
to perform the Services under this Agreement.
4. In consideration for the provision of the Services, the Company shall pay
the Consultant a fee in the amount of 850,000 shares for Services actually
rendered during the Term and set non-qualified stock options in the amount
of 650,000 shares at a price of $0.045 per share. The Company warrants to
file with the SEC within 10 days of signing a form S-8 for 425,000 the
consulting shares and all of the options. The remaining 425,000 consulting
shares shall be filed with the SEC within 90 days of signing a form S-8.
5. The Company is aware that the Consultant also provides services to other
companies and that these other companies will require a certain portion of
the Consultant's time.
6. This contract may be terminated at any time by either party on fourteen
days written notice to the other party.
7. The Consultant shall not, either prior to, during or after the Term,
disclose to any person, nor make use of, any information whatsoever
relating to the Company, its business, policies, methods or information
which he/she shall have acquired in any manner.
8. The services to be performed by the Consultant pursuant hereto are
personal in character, and neither this Agreement nor any rights or
benefits arising thereunder are assignable by the Consultant without the
prior written consent of the Company.
9. If any provision, word or clause of this Agreement shall be held to be
illegal, invalid or unenforceable for any reason, such illegality,
invalidity or unenforceability shall not affect the remaining provisions
which shall be fully severable, and this Agreement shall be construed and
enforced without regard to such illegal, invalid or unenforceable
provision.
10. This Agreement shall be governed by and interpreted in accordance with the
laws of the Province of B.C. and the parties hereto hereby irrevocably
attorn to the exclusive jurisdiction of the Courts of such Province.
11. The Company and the Consultant each represent to the other that they have
read this Agreement, that they have sought and obtained independent legal
advice with respect to the contents hereof and that they fully understand
the terms and legal effect of this Agreement.
MICRON ENVIRO SYSTEMS INC. CONSULTANT
Per: /s/ Xxxxxxx XxXxxxxxx Per: /s/ Xxxxx Xxxxxxx
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Authorized Signatory Xxxxx Xxxxxxx
