CONSULTING AGREMENT
This agreement will formalize a relationship between Foodquest International
Inc. (hereinafter "FDQI") and the consultant Snapper Inc. (hereinafter
"Snapper"), Xxxxxxx Xxxxxxxx, Xxxx Xxxxxxxx, Robox Holdings Ltd. And Robcorp
Inc. effective April 12, 1997.
In consideration of the mutual covenants herein, FDQI, Snapper, Xxxxxxx
Xxxxxxxx, Xxxx Xxxxxxxx, Robox Holdigns Ltd. And Robcorp Inc. agree as follows:
1. SCOPE OF SERVICES
-------------------
FDQI does acknowledge that FDQI retains the services of Snapper and Snapper
hereby accepts such retainer, under the following terms:
The services of Snapper shall include but not be restricted to the following:
a) sourcing and qualifying new business opportunities for acquisition by FDQI;
b) apprising the business community of the progress of FDQI, particularly
outside of North America.
c) performing general public relations and financial consulting work.
2. TERM OF RETENTION
-----------------
The term of this agreement shall commence April 1, 1997 and shall terminate on
September 30, 1999, unless otherwise mutually agreed upon in writing by FDQI and
Snapper.
3. FEES and COMPENSATION
---------------------
For the services rendered pursuant to this Agreement, FDQI agrees as follows:
a) Remuneration for the services of Snapper to be provided for and paid by FDQI
hereunder shall be comprised of US $10,000 per month payable in advance, with
first payment to be made on April 1, 1997.
b) A cash success fee equal to 10% of the investment into FDQI by any investor
introduced to FDQI, directly or indirectly by Snapper will be paid by FDQI to
Snapper. FDQI will be obligated to pay the success fee to Snapper as long as
any such investor in Discussion with FDQI concludes a transaction and funds an
investment in the Company within One year from the execution of this Agreement
by FDQI. Any investment through the issuances securities to FDQI will be valued
at the market value (bid price) of the public securities received by FDQI and
shareholders of FDQI in the transaction. All success fees will be due and
payable at the closing of the investment/transaction with FDQI and the investor.
4. EXPENSES
--------
Reasonable expenses incurred by Snapper in performing its duties under this
agreement including but not limited to travel, telephone, fax and photocopier
costs will be paid by FDQI within 30 days of receipt of an invoice from Snapper,
such invoices to be not more frequent than monthly and, if requested so by FDQI,
to be supported by documentary evidence. Any expenses to be incurred by Snapper
in excess of $1500.00 will be pre-approved by FDQI.
5. GUARANTEE
---------
Xxxxxxx Xxxxxxxx and Xxxx Xxxxxxxx guarantee the cash payment of $10,000 for the
duration of the contract. In the event Snapper is not paid by FDQI, Xxxxxxx
Xxxxxxxx and Xxxx Xxxxxxxx will pay the consultant immediately upon demand.
Dated: April 1, 1997
FDQI
Per: /s/ Xxxx Xxxxxxxx
---------------------------
Xxxx Xxxxxxxx
FDQI
Snapper Inc.
Per: /s/ X.X. Xxxxxxx
---------------------------
X.X. Xxxxxxx
XXXXXXXXX.XXX INC.
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October 1, 1999
EXTENSION OF THE CONSULTING AGREEMENT WITH SNAPPER INC.
in consideration of the premises and of the mutual covenants and agreements
herein contained, it is mutually covenanted, agreed and acknowledged by and
between the parties hereto that the term of the Consulting Agreement dated April
1, 1997 be and is hereby extended for another year - up to September 30, 2000.
All other terms and conditions detailed in the above Consulting Agreement
remain same.
/s/ Xxxx Xxxxxxxx /s/ X X Xxxxxxx
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For Xxxxxxxxx.xxx Inc. For Snapper Inc.
Xxxx Xxxxxxxx X X Xxxxxxx
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00 Xxxxx Xxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xx X0X 0X0
Phone: 000-000-0000 - Fax: 000-000-0000
Exhibit 3(ii)b
RE@CT Revised V.3 Fee Proposal
DIGITAL.ARTS
Re@ct Digital Arts
00 Xxxxxx Xxxxx Xxx.
Xxxxxxx, XXXXXXX X0X 0X0
t 000-000-0000 f 000-000-0000
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to: estimate number:
xxxxxxxxx.xxx ltd. Q00-28
00 Xxxxx Xxxxxx West, suite 1905 date/time:
Xxxxxxx, Xxxxxxx X0X 0X0 22-Feb-00
1:54:56 PM
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re: XXXxxxx.xxx web site development
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project description:
XXXxxxx.xxx is an online forum for tracking and compiling Investment Relations
Firm's profiles, managing their progress and providing current press release
information to the public. Providing the online community with a unified source
of Investment relation Information xXXxxxx.xxx allows users to make Informed
decisions about hiring IR Firms and investing In companies based on the
performance and history of their respective IR Firm(s). Information available
include a firm's profile, company size, client list, success stories, press
releases, contact info, web site link, etc.
Technical features:
--------------------
1] Mechanism for entering news, events and press releases related to specific
IR Firms.
2] Ability to view listing of news and press releases for IR Firms (sorted by
entry date, links to IR Firm profile)
3] Ability to view listing's of IR Firms (sorted geographically)
4] Ability to view listing's of clients (links to see what firm they
are associated with)
6] Mechanism for subscribing to notification service with user interface
7] Direct online data entry by IR Firms. Password protected. Includes User
management admin. layer(firm's representative defines login that would allow
only them to edit their companies profile as well as define other people
various levels off access. Current Capital can still enter/edit all records
as well.)
8] Indexed Search engines for Clients, IR Firms. News databases.
9] Rollout of Automated email service with management layer
10] Design, dynamic graphics package, assembly of HTML
see "Site Map" for more details
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Re@ct Digital Arts is pleased to present the following proposal. The proposal
is valid for thirty (30) days and is subject to review at that point. All
applicable taxes are extra. The proposal prices are:
[X] A firm quotation. _____ An estimate only and subject to firm quotation
---- based on further direction. These prices
are based on a plus/minus 20% estimate.
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fee description price
Full Package - Includes dynamic cement development, cost of needs analysis and
graphics package $ 32,000.00
total: $ 32,000.00
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terms & conditions:
Payment terms are: 1/3 of invoice due as retainer and upfront expenses upon
acceptance of this quote, balance upon delivery. Allow for approx. 30-45 days
for complete development and implementation. All prices indicated in this quote
do not include applicable taxes. Pricing quoted is for creation of software
specific to this project and may be modified for use in the above project only.
/s/ 25-FEB-00 /s/
------------------------------------ --------------------------------
Re@ct Digital Arts Date Authorized Client Rep Date
P.O.#
Page 1 of 1
XXXxxxx.xxx Overview
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Project Overview
XXXxxxx.xxx is an online forum for tracking and compiling Investment
Relations Firms profiles, managing their progress and providing current
press release information to the public. Providing the online community
with a unified source of investment relation information XXXxxxx.xxx allows
users to make informed decisions about hiring IR Firms and investing in
companies based on the performance and history of their respective ER
Firm(s). information available include a firm's profile, company size,
client list, success stories, press releases, contact info, web site link,
etc. xXXxxxx.xxx will be provided as a free service to the online
community. Current information newsletter would be emailed free of charge
daily by simply subscribing. IR Firms will join xXXxxxx.xxx by filling out
an online form and paying a monthly fee. Up to date information would be
provided and entered online by the IR firm directly, as well, by the site
administrator in a password protected environment. Additional sources of
revenue include advertising opportunities and commissions based on leads
made through web site.
Primary Objectives
- create an efficient web based system, utilizing an easy to navigate
interface, for managing IR firms related data, namely listings of
firms by geographic location with links to their news. Also, utilize
intelligent search engine to search either IR firms or the news
databases.
- provide a centralized arena for IR Firms analysis
- help investors, CFOs, investor relations make informed decisions
based in IR Firms performance
- hire IR Firms based on the performance of their clients
- provide up to date information via electronic daily email newsletters
- hire IR Firms based on their geographic locations and performance
- offer unbiased information that allows for the growth of both large
and small IR firms
Rollout Phases
Web site would be divided into three phases of development. Each offering a
different tier of features pricing and schedules. Pricing to come upon
approval of individual pahse features.
Phase 1 The first phase would be as cost effective as possible deploying
------
the minimum required set of features allowing site to be launched to market
as quickly as possible. These essential features are:
1] Online data entry by Current Capital admin person with secured with
master password. (direct entry by IR Firms implemented in phase 2)
2] Mechanism for entering news, events and press releases related to
specific IR Firms (similar to above)
3] Ability to view listings of news and press releases for IR Firms
(sorted by entry date, links to IR Firm profile)
4] Ability to view listings of IR Firms (sorted geographically)
5] Ability to view listings of clients (links to see what firm they are
associated with)
6] Basic graphics, html and identity
Phase 2
1] Mechanism for subscribing to notification service
2] Direct online data entry by IR Firms. Password protected.
(firm's representative defines login that would allow only them to edit
their company's profile, Current Capital can still enter/edit all
records as well.)
3] Search engines for Clients, IR Firms, News databases.
Phase 3
1] Rollout of Automated email service
2] Evaluation and rating of IR firms in a non-biased fashion
3] Local database used by Current Capital to
enter many records quickly then add to web site automatically.
4] Online WYSIWYG text editing tool for formatting text
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REACT DIGITAL ARTS. Page 1
[ XXXXXXX.xxx WEB SITE MAP / FLOW CHART GRAPHIC OMITTED ]
Exhibit 3(ii)c
OFFER TO PURCHASE
-------------------
NAME: Xxxxx Xxxxxx
of the city/town of Toronto in the province of Ontario (as Purchaser)
HEREBY AGREES TO AND WITH Dealcheck corn Inc. (as Vendor) to purchase
450,000 common shares of World Vacation Xxxx.xxx (WVC) owned by the Vendor for
seventy nine thousand eight hundred and thirty seven Dollars ($79,837) by cash
or certified check payable to the Vendor on the closing date. The closing date
is the date when this offer is accepted by the Vendor.
The Vendor represents and warrants that it is the owner of the assets
herein agreed to be purchased, and that the same are free and clear of all liens
and encumbrances whatsoever. It also warrants that the existing shareholders of
WVC do not have any objection to the sale of the said shares to the Purchaser.
The Purchaser acknowledges that it is aware of the facts that:
1. WVC is a private company and its common shares currently do not have
any market and are not trading publicly, and
2. The proposed business of WVC may require certain licences or other
filings to comply with regulatory requirements in order for WVC to
engage in its proposed businesses.
This Offer when accepted shall constitute a binding contract of
purchase and sale, and time in all respects shall be of the essence of this
Agreement.
The parties hereto agree that there is no representation, warranty
collateral agreement or condition affecting this Agreement or stipulated hereby
other than as expressed herein in writing.
This Offer and its acceptance to be read with all changes of gender or
number required by the context.
DATED at Toronto this 29 day of May, 2000.
SIGNED, SEALED AND )
DELIVERED in the ) /s/ Xxxxx Xxxxxx
presence of ) -------------------------
) Xxxxx Xxxxxx
)
)
The undersigned Vendor hereby accepts the foregoing offer.
DATED at Toronto this 29th day of May, 2000.
IN WITNESS WHEREOF we have hereunto set our hand and seal.
SIGNED, SEALED AND )
DELIVERED in the )
presence of ) /s/ Xxxxxxx Xxxxxxxx
) --------------------------
) For Xxxxxxxxx.xxx Inc.
) Xxxxxxx Xxxxxxxx
) CEO
