Position Inc /Fi Sample Contracts

Position Inc /Fi – STOCK OPTION AGREEMENT (August 26th, 1998)

STOCK OPTION AGREEMENT THIS AGREEMENT made effective the _____ day of ____________, 19___. BETWEEN: , an individual of the City of Calgary, in the Province of Alberta (herein referred to as the "Optionee") -and- POSITION INC., a body corporate, incorporated under the laws of the Province of Alberta having an office in the City of Calgary, in the Province of Alberta (herein referred to as the "Corporation") WHEREAS 1. the Corporation is incorporated under the laws of the Province of Alberta, having an authorized capital consisting of an unlimited number of Common Shares and Preferred Shares without nominal or par value; and 2. the board of directors have agreed to grant unto the Optionee an option to purchase an aggregate of • Shares in consideration of the Optionee's ongoing services and contributions to the Corporation or any of its subsidiaries or affiliates; and 3. the granting of such option to the Optionee was authorized by the board of directo

Position Inc /Fi – INTELLECTUAL PROPERTY LICENSE AGREEMENT (August 26th, 1998)

INTELLECTUAL PROPERTY LICENSE AGREEMENT THIS AGREEMENT DATED the 1st day of April, 1998. BETWEEN: POSITION INC., a body corporate incorporated pursuant to the laws of Alberta with an office in the City of Calgary (hereinafter referred to as the "Licensor") - and - JFM GEOMATICS LTD. and MICA GEOMATICS LTD., both being bodies corporate incorporated pursuant to the laws of the Province of Alberta (hereinafter referred to collectively as the "Licensee") WHEREAS the Licensor owns and holds the copyrights and any applications thereof to the computer programs and other intellectual property described in Schedule "A" hereto (hereinafter called the "Licensed Material") and the Licensee desires to obtain from the Licensor and the Licensor desires to grant to the Licensee a license to use the Licensed Material; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of

Position Inc /Fi – POSITION ESCROW AGREEMENT (August 26th, 1998)

POSITION ESCROW AGREEMENT THIS AGREEMENT made in triplicate this 1st day of April, 1997 AMONG: POSITION INC. (herein called the "Issuer") OF THE FIRST PART -and- THE R-M TRUST COMPANY (herein called the "Trustee") OF THE SECOND PART -and- WOLVERTON SECURITIES LTD. (herein called the "Agent") OF THE THIRD PART -and- PAUL E. KOWALENKO, FRANK W. BOWER, JOHN B. SCHLEPPE, GARRY E. BOURNS, CHIP HOME PRODUCTS LIMITED, CORPORATE RECOVERY MANAGEMENT LTD., MICA GEOMATICS LTD. KRAKIWSKY CONSULTANTS LTD., JFM GEOMATICS LTD. AND NCS INTERNATIONAL INC. (herein called the "Security Holders") OF THE FOURTH PART WHEREAS in furtherance of complying with the requirements of the Issuer, the Security Holders are desirous of depositing in escrow certain securities in the Issuer owned or to be received by them; AND WHEREAS certain of the Security Holders in addition to escrowed shared held pursuant to this agreement, have a portion of their securities subject to an Escrow Agreement dated Ap

Position Inc /Fi – ESCROW AGREEMENT (August 26th, 1998)

ESCROW AGREEMENT THIS AGREEMENT made in triplicate this 1st day of April, 1997 AMONG: POSITION INC. (herein called the "Issuer") OF THE FIRST PART -and- THE R-M TRUST COMPANY (herein called the "Trustee") OF THE SECOND PART -and- PAUL E. KOWALENKO, FRANK W. BOWER, CHIP HOME PRODUCTS LIMITED, CORPORATE RECOVERY MANAGEMENT LTD., JFM GEOMATICS LTD. AND NCS INTERNATIONAL INC. (herein called the "Security Holders") OF THE THIRD PART WHEREAS in furtherance of complying with the requirements of the Securities Act, and Alberta Securities Commission Policy 4.9, the Security Holders are desirous of depositing in escrow certain securities in the Issuer owned to the be received by them; AND WHEREAS the Trustee has agreed to undertake and perform its duties according to the terms and conditions hereof; NOW THEREFORE this agreement witnesses that in consideration of the sum of ONE ($1.00) DOLLAR paid by the parties to each other, receipt of this sum being acknowledged by each of the par

Position Inc /Fi – ESCROW AGREEMENT (August 26th, 1998)

SCHEDULE "B" ESCROW AGREEMENT THIS AGREEMENT dated effective the 1st day of April, 1998. AMONG: JFM GEOMATICS LTD. and MICA GEOMATICS LTD. (the "Licensee") - and - POSITION INC. (the "Corporation") - and - CIBC MELLON TRUST COMPANY, a trust company incorporated under the law of Canada, having an office in the City of Calgary (the "Escrow Agent") WHEREAS, pending fulfilment by the Licensee of the terms of the Intellectual Property License Agreement (the "License Agreement") between the Licensee and the Corporation dated effective April 1, 1998, the Corporation wishes that 100,000 common shares in the capital stock of the Corporation owned by the Licensee (herein referred to as the "Shares") be delivered to the Escrow Agent. NOW THEREFORE in consideration of the sum of One ($1.00) Dollar paid by the parties to each other, the receipt of which is hereby acknowledged, and in consideration of this Agreement and the mutual terms and conditions set forth herein, the parties covena

Position Inc /Fi – CONVERTIBLE DEBENTURE (August 26th, 1998)

CONVERTIBLE DEBENTURE THE OFFERING OF THESE SECURITIES MAY ONLY LAWFULLY BE OFFERED FOR SALE OUTSIDE OF CANADA AND AS SUCH NO CANADIAN SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA IS REQUIRED TO, NOR HAS IN ANY WAY PASSED UPON THE MERITS OF THE SECURITIES OFFERED HEREUNDER AND ANY REPRESENTATION TO THE CONTRARY IS IN OFFENCE. THE SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE CORPORATION OF A FAVORABLE OPINION OF ITS COUNSEL OR SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE CORPORATION, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS. POSITION INC. A Canadian Corporation July ___, 1998 NO.