CONSULTING AGREEMENT
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This Consulting Agreement (hereinafter referred to as
"Agreement") made this 19th day of July, 1999.
Between:
YALETOWN MARKETING CORP., a British Columbia corporation, with offices at
000-0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X 0X0, Xxxxxx, and including the
parent company XXXXXXXX.XXX INC., a Nevada Corporation, operating from offices
at 000-0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X 0X0 ("hereinafter referred to as
Yaletown ").
AND,
WOLNOSC INTERNATIONAL HOLDINGS INC., Corporation with offices in 0000 Xxxxxxxx
Xxxxx, Xxxxxxx, X.X. Xxxxxx (hereinafter referred to as "Wolnosc")
WHEREAS, Yaletown wishes to engage Wolnosc as a consultant on the terms and
conditions set out herein and Wolnosc wishes to be engaged on the terms and
conditions set out herein.
NOWTHEREFORE WITNESSTH THAT, the parties for valuable consideration
contained herein agree with each other as follows:
1. Yaletown herein agrees to engage Wolnosc as a consultant and Wolnosc
hereby accepts said engagement with Yaletown upon the terms and conditions set
forth.
2. The consulting engagement shall commence on March 1st 1999 and shall
continue for 25 months after the common shares of Xxxxxxxx.xxx Inc. have traded
publicly for 90 days on the NASD-BEB or equivalent exchange. If Elgrande's
common shares do not trade before September 31st 2000 then this agreement shall
terminate on that date.
3. Wolnosc is engaged as a full time consultant.
4. Wolnosc shall also carry out such other duties as the Board of Directors
or the President shall assign from time to time.
5. Compensation shall be as follows: FEES: Wolnosc shall be paid the sum of
$6,500.00 Cdn per month unless increased by the Board of Directors at an annual
review. Wolnosc shall receive 250,000 shares vesting every six months,
commencing on April 1st 1999, at the rated 50,000 shares. The Company agrees to
file a registered statement covering these shares with the U.S. Securities and
Exchange Commission on or before April 1, 1999.
6. Wolnosc shall diligently and competently devote his full business time,
attention and energies to the performance of his duties under this Agreement
commencing March 1st 1999.
7. Wolnosc agrees to exert his best effort to preserve for the benefit of
Yaletown the good will of Yaletown's clients and those who may have business
relations with it.
8. Notwithstanding anything else contained herein, Yaletown may give notice,
with 60 days prior written notice to Wolnosc, that Yaletown is being wound up
and that the Board of Directors have passed a resolution stating that the
business of Yaletown be terminated and its assets liquidated, and as such this
Agreement will therein be terminated and all of the rights, obligations and
duties of the parties hereunder are at an end. In the event that during the term
of this Agreement, Wolnosc shall become disabled by accident or illness so as to
be unable to perform the duties required of him under this Agreement for a
period of 60 consecutive days then Yaletown may at the expiration of such 60 day
period suspend Wolnosc's services and Yaletown's rights, obligations and duties
under this Agreement shall terminate except of the restrictions imposed on
Wolnosc for confidentiality herein which shall survive. All shares not vested at
termination shall be returned to treasury for cancellation.
10. For a period of two years commencing from the date upon which Wolnosc is
terminated or ceases to be a consultant of Yaletown, Wolnosc shall not directly
or indirectly enter into or carry on as owner, employee or otherwise, a business
that competes with the business of Yaletown.
12. This Agreement is inclusive and supersedes any and all employment,
consulting or other agreements whether written or oral by and between Wolnosc
and Yaletown and any such prior agreements are hereby cancelled effective as at
the date or this Agreement.
13. Wolnosc agrees to abide by the confidentiality terms attached as Exhibit
"A" and said terms are part of this Agreement and incorporated herein. The
confidentiality terms of this Agreement shall stand alone as a condition of
Yaletown entering into this Agreement with Wolnosc and said terms shall survive
the termination of Wolnosc's engagement as a consultant and such termination
shall not be grounds for the release of any confidential material to any third
party.
14. This Agreement shall inure to the benefit of and be binding upon
Yaletown and Wolnosc, their successors and assigns, including, but not limited
to, (1) any corporation which may acquire all or substantially all of Yaletown's
assets and business, (2) any corporation with or into which Yaletown may be
consolidated or merged, (3) any corporation that is the successor corporation in
a share exchange of Wolnosc or Yaletown.
15. This Agreement shall be governed by the law of the Province of British
Columbia and in all respects in accordance with said law.
16. Wolnosc agrees to perform his duties hereunder for any subsidiary of
Yaletown as directed by the President or Board of Directors.
17. This Agreement contains the entire agreement of the parties and may only
be amended in writing.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE SET THEIR
HAND AS OF THE DAY FIRST ABOVE WRITTEN.
YALETOWN MARKETING CORP.
WOLNOSC INTERNATIONAL HOLDINGS INC.
