EXHIBIT 12
CONSULTING AGREEMENT
THIS AGREEMENT dated for reference November 1, 1998
BETWEEN:
XXXXXXX X. XXXXX, XXXXX X. XXXX AND XXXXXX X. XXXXX,
of Xxxxx 000, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0
(the "Consulting Group")
AND:
XXXXXXXX.XXX, INC.
of Suite 100, 00000 Xxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx, 00000
(the "Company")
WHEREAS the Consulting Group has agreed to provide financing, public
relations, advertising and investor relations services to the Company, IN
CONSIDERATION of the following mutual promises, the parties agree that:
1. ENGAGEMENT. The Company engages the Consulting Group to provide the services
described in section 2 of this Agreement and the Consulting Group accepts the
engagement.
2. SERVICES. The Consulting Group will provide the following services
(collectively the "Services") to the Company during the Term.
(A) FINANCING SERVICES
The Consulting Group will introduce the Company to institutional
investors, lending institutions and high net worth individual investors
and will assist in negotiating the terms of debt, equity or convertible
debt financings as required by the Company.
(B) PUBLIC RELATIONS SERVICES
The Consulting Group will design and implement a public relations program
for the Company to broaden exposure to the Company's products and
services. The Consulting
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Group may retain the services of qualified professional public relations
firms or persons to assist with or to provide the required services.
(C) INVESTOR RELATIONS SERVICES
The Consulting Group will design and implement an investor relations
program to broaden the Company's exposure to financial industry analysts,
financial institutions, brokerage firms, individual brokers and the
investing public. The Consulting Group may retain a qualified professional
investor relations firm to assist with or to provide the required
services.
(D) ADVERTISING SERVICES
The Consulting Group will develop an advertising strategy for the Company
which may involve electronic, print or broadcast advertising to promote
the development and marketing of the Company's products and services. The
Consulting Group may retain the services of a qualified professional
advertising firm to assist with or to provide the required services.
3. PROVISION OF SERVICES. The Consulting Group will provide the Services upon
the terms and conditions contained in this Agreement and will provide a monthly
written report describing its activities for each month. The Company
acknowledges that the Consulting Group maintains similar consulting
relationships with other public and private companies. All costs associated with
the Consulting Group's delivery of the Services will be borne by the Consulting
Group.
4. COVENANTS OF THE COMPANY
(1) The Company will provide administrative, technical and managerial
support to the Consulting Group in the delivery of the Services. The
Company will ensure that members of its executive and management
teams designated by the Consulting
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Group are available to meet with members of the Consulting Group or
agents of Consulting Group as required to provide the Services.
(2) The Company will provide all corporate information, documentation
and material required by the Consulting Group in the delivery of the
Services.
5. TERM. The term of this Agreement (the "Term") commences on November 1, 1998
and ends October 31, 1999.
6. REMUNERATION. The Company will pay the Consulting Group $1,200,000 (the
"Remuneration Proceeds") during the Term of this Agreement. The Remuneration
Proceeds will be raised by the Company through a financing under Regulation S of
the Securities and Exchange Act of 1933 (the "Reg S Financing"). The
Remuneration Proceeds will be paid into trust with Jeffs & Company, Barristers
and Solicitors on behalf of the Consulting Group immediately upon completion of
the Reg S Financing. The Consulting Group will be entitled to receive $750,000
of the Remuneration Proceeds within three months of receipt of the Remuneration
Proceeds in trust. The balance of the Remuneration Proceeds will be paid out to
the Consulting Group over the balance of the term of this Agreement as accounts
for services are rendered to the Company by the Consulting Group. The Consulting
Group will simultaneously submit invoices to the Company and to Jeffs & Company
for services rendered under this Agreement. Jeffs & Company shall automatically
make payments to the Consulting Group upon receipt of copies of the Consulting
Group's invoices for services rendered to the Company.
7. EXPENSES. The Company will pay all of its own costs associated with travel
and attendance at meetings specifically organized by the Consulting Group to
raise financing for the Company.
8. DIRECTION. The Consulting Group shall report to the C.E.O. of the Company.
9. TERMINATION. Either party may terminate this Agreement on 10 days written
notice If the Company terminates this Agreement, the unpaid balance of the
Remuneration
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Proceeds will become due and payable to the Consulting Group. If the Consulting
Group terminates this Agreement, the Consulting Group will forego the unpaid
balance of the Remuneration Proceeds.
10. CURRENCY. All monetary amounts expressed in this Agreement and all payments
made will be in U.S. dollars.
11. NOTICES. Any notice or other communication required or permitted to be given
will be in writing and will be deemed to have been given if delivered by hand,
courier or if faxed to the following facsimile numbers:
If to the Company:
xxxxxxxx.xxx, Inc.
Suite 100
00000 Xxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxx 00000
Attention: Mr. Xxxxxxx Xxxx
Facsimile No.: (000)000-0000
If to the Consulting Group:
Xx. Xxxxxxx X. Xxxxx
Xx. Xxxxx X. Xxxx
Xx. Xxxxxx X. Xxxxx
Xxxxx 000
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
Facsimile No.: (000)000-0000
12. GOVERNING LAW. This Agreement will be governed by the laws and adjudicated
by the courts of the Province of British Columbia.
13. ASSIGNMENT. The Consulting Group may assign its interest in this Agreement
to a company formed for the purpose of providing the Services.
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14. ENUREMENT. This Agreement enures to the benefit of and is binding upon the
parties and their respective successors and permitted assigns.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties and supersedes all previous agreements, negotiations, and
discussions between the parties. This Agreement may only be amended or varied by
written agreement executed by all of the parties.
16. COUNTERPARTS. This Agreement may be executed in counterparts and/or by
facsimile, each of which will constitute an original and all counterparts will
together constitute one agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of
the date of reference of this Agreement.
XXXXXXXX.XXX, INC.
Per:___________________________________
Authorized Signatory
___________________________________ ________________________________
Xxxxxxx X. Xxxxx Witness
___________________________________ ________________________________
Xxxxx X. Xxxx Witness
___________________________________ ________________________________
Xxxxxx X. Xxxxx Witness
