EXHIBIT 10.6
SERVICE AGREEMENT
THIS AGREEMENT dated for reference the 1st day of March, 1999.
BETWEEN:
Xxxxxx Xxxxxx Xxxxxx, CMA., 0000 Xxxxxxx Xxxxx, Xxxxxx,
Xxxxxxx Xxxxxxxx
("Xxx")
OF THE FIRST PART
AND:
Sportsprize Entertainment, Inc.,
A body corporate incorporated under the laws of the
State of Nevada, U.S.A.
("SEI")
OF THE SECOND PART
WHEREAS:
A. Xxx is a certified Management Accountant, with over twenty years experience
as Chief Financial Officer, Senior Financial Accountant for Reporting Companies.
Xx. Xxxxxx received his Bachelor of Commerce Degree from the University of
British Columbia in 1976.
B. SEI wishes to obtain from Xxx, and Xxx has agreed to provide to SEI,
accounting services and to serve as an officer of SEI and perform the duties of
the office of Chief Financial Officer of SEI, on the terms and subject to the
conditions set out herein.
NOW, THEREFORE, THIS AGREEMENT WITNESSES that the parties mutually agree as
follows:
1. Engagement: SEI engages Xxx and Xxx agrees, to provide professional
accounting services to SEI and to serve as an officer of SEI and perform
the duties of the office of Chief Financial Officer of SEI described in
subsection 3(a), on the terms and subject to the conditions set out herein.
2. Term: The term ("Term") of the engagement ("Engagement") pursuant to
section 1 will be deemed to have commenced on the date of execution and
will end on the first anniversary, unless terminated pursuant to this
Agreement.
[Initials]
2
3. Duties and Obligations of Xxx: During the Term, Xxx will:
(a) Make himself available for election to the Office of Chief Financial
Officer of SEI, including, without limitation, performance of each of
the following duties:
(i) Acting as, and accepting the appointment to the Office of
Chief Financial Officer.
(ii) Recommending accounting and financial reporting systems.
(iii) Responsibility for preparing monthly banking
reconciliation's, financial statements, accounts payable,
financial reports necessary for Regulatory Filings etc.
(iv) Designing and implementing procedures for corporate
accounting.
(v) Assuming responsibility for direction and development of
corporate filings.
(vi) Undertaking strategic planning in the Office of CFO.
(vii) Monitoring and evaluating the financial systems support.
(viii) Maintaining liaison with key Regulatory Personnel.
(ix) Participating in corporate strategies for product roll out;
including presentations, board meetings etc.
(x) Assisting the President and otherwise acting in accordance
with his instructions.
(b) Be liable to his own income tax pursuant to the Income Tax Act and any
other applicable legislation.
4. Performance: Xxx will perform his duties hereunder as follows:
(a) Subject to ill health of Xxx, he will provide the services to SEI
during each day that is a business day in the Term.
(b) Xxx will devote four hours of his time and energy during normal
business hours on each business days during the Term to performing the
duties described in subsection 3(a) to the best of his skill and
ability.
(c) Notwithstanding subsections (a) and (b), Xxx will not be required to
provide the services to SEI on statutory holidays and at such times
and during such periods, being not less than ____ weeks in the
aggregate in respect of the year of the Term, as the parties may
reasonably agree in respect of vacation for Xxx.
[Initials]
3
5. Remuneration: In consideration of the services to be provided by Xxx
hereunder, SEI will:
(a) pay Xxx USD$2,000 (or such other amount as the parties may agree in
writing) per calendar month during the Term on the last day of each
month or, if such days are not business days, on the first prior day
that is a business day;
(1) Issue Xxx 150,000 shares under Regulation "s".
(2) Upon the filing and receipt of the Form 10 with the Securities
and Exchange Commission, SEI will issue to Xxx 100,000 stock
options at a price not to be less than usd$.25.
(b) Reimburse Xxx for all reasonable expenses incurred by him in the
performance of the duties described in subsection 3(a) and will
provide to SEI such particulars of such expenses as SEI may reasonably
require;
6. Termination: The following will govern termination under this Agreement:
(a) SEI may terminate the Engagement without notice and without any
payment in lieu of notice if:
(i) Xxx is guilty of any wilful act, neglect, or conduct that causes
substantial damage or discredit to SEI, or
(ii) Xxx is convicted of any offense involving fraud.
(b) SEI may terminate the Engagement on notice given not less than one-
(1) months prior to the effective date of termination. Upon such
termination, Xxx will be paid a severance allowance as follows:
One months income.
(c) In the event that Xxx becomes permanently disabled prior to
termination of the Engagement hereunder, SEI may terminate the
Engagement in which case the provisions of subsection 6(a) will apply.
(d) In the event the Xxx shall become a full time employee then this
Agreement shall be rescinded and replaced with a new Employment
Agreement.
7. Disclosure: Xxx will, refrain from making public or disclosing to any
person who is not an officer or direction of SEI any information that may
come to the knowledge of Xxx during the Term respecting the business
dealings of SEI or any of the clients of SEI.
[Initials]
4
8. Indemnity: xxx will indemnify and save harmless SEI from and against any
and all damages or losses resulting from:
(a) Any breach of this Agreement on the part of Xxx, or
(b) Any act or omission of Xxx where such constitutes gross negligence or
wilful misconduct, but no act of Xxx will, of itself be deemed gross
negligence or wilful misconduct if it is done or omitted at the
instruction or with the concurrence of the Board.
9. Miscellaneous
(a) Each party will, on the request of the other, execute and deliver such
other agreements, deed, documents, and instruments, and do such
further acts and things as the other may reasonably request in order
to evidence, carry out and give full force and effect to the terms,
conditions, intent and meaning of this Agreement.
(b) If any provision of this Agreement is invalid or unenforceable for any
reason whatsoever, such provision will be severable from the remainder
of this Agreement, the validity of the remainder will continue in full
force and effect and this Agreement will be construed as if it had
been executed without the invalid or unenforceable provision.
(c) No consent or waiver express or implied, by either party to or of any
breach by the other party in the performance by the other of any or
all of its obligations under this Agreement:
(i) Will be valid unless it is in writing and specifically
stated to be a consent or waiver pursuant to this
subsection,
(ii) May be relied on by the other as a consent or waiver to or
of any other breach or default of the same or any other
obligation,
(iii) Will constitute a general consent or waiver under this
Agreement, or
(iv) Will eliminate or modify the need for a specific consent or
waiver pursuant to this subsection in any other instance.
(d) Notices, requests, demands, or directions to one party to this
Agreement by another will be in writing and will be delivered as
follows:
If to SEI at:
--------------------------------
[Initials]
5
--------------------------------
If to Xxx at:
0000 Xxxxxxx Xxxxx
Xxxxxx, X.X. X0X 0X0
Attention: Xx. Xxx Xxxxxx
Or to such other address as may be specified by one party to the other
in a notice given in the manner provided in this subsection.
(e) This Agreement is made in British Columbia with the intention that its
construction and validity and all other issues related to its
administration will, in all respects, be governed by the laws
prevailing in that Province.
(f) In the event of any dispute between the parties in respect of the
interpretation of this Agreement or any matter to be agreed on, such
dispute will be determined by a single arbitrator appointed and acting
pursuant to the Commercial Arbitration Act (British Columbia) and the
decision of the arbitrator will be final and binding on the parties.
[Initials]
6
(g) This Agreement constitutes the entire agreement between the parties
and there are no representations or warranties, express or implied,
statutory or otherwise, and no agreement collateral hereto other than
as expressly set forth or referred to herein.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
day first above written.
Sportsprize Entertainment Inc.
By it's authorized signatory:
/s/ Xxxx Xxxxxx
-------------------------------------
Xxxxxx XxxXxx, CMA
By his signatory:
/s/ Xxx XxxXxx
-------------------------------------
Xxx XxxXxx