EMPLOYMENT AGREEMENTEmployment Agreement ("THIS AGREEMENT") dated June 1, 2000, between
Internet Sports Network, Inc. (the "CORPORATION") and J. Thomas Murray, (the
(a) On the date hereof, the Corporation is purchasing 1,888,666
Class A Common Shares in the capital of St. Clair Group
Investments Inc. ("ST. CLAIR") from Cornerstone Strategic
Holdings Inc. (the "VENDOR") pursuant to a share purchase
agreement dated as of the date hereof;
(b) The Executive is a shareholder of the Vendor;
(c) The Executive acknowledges that the execution and delivery of
this employment agreement (the "AGREEMENT") is a condition to
the purchase by the Purchaser of the shares of St. Clair from
the Vendor and the Executive has received adequate
consideration for entering into the Agreement;
(d) The Corporation extended an offer of employment to the
Executive and the Executive accepted such offer of employment
effective June 1, 2000 (the "EFFECTIVE DATE"), subject to the
Executive entering into a definitive agreement in respect
(e) The Corporation and the Executive desire to enter into this
Agreement to set forth the definitive terms and conditions of
the employment of the Executive.
In consideration of the foregoing and the mutual agreements contained
herein (the receipt and adequacy of which are acknowledged), the parties agree
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SECTION 1.1 DEFINITIONS
In this Agreement, unless the context otherwise requires, the following
terms shall have the following meanings:
"BUSINESS" shall mean the business of the development and commercial
exploitation of contracted media and marketing rights, the development
and operation of online sports entertainment and contest applications
and similar offline products, including providing Internet-based sports
entertainment and investment contests featuring fantasy leagues,
retailing, advertising, promotions and a sports memorabilia and
merchandise auction site.
"BUSINESS DAY" means a day other than a Saturday, Sunday, statutory
holiday or other day on which banks are generally closed in Toronto.
"CAUSE" shall mean any act or omission of the Executive which would in
law permit an employer to, without notice or payment in lieu of notice,
terminate the employment of an employee.
"CONFIDENTIAL INFORMATION" means all information owned, possessed or
controlled by the Corporation in connection with the Corporation's
business including, without limitation, financial data, business plans,
trade secrets, technical information, research results, customers,
clients, suppliers and business sources, contacts and opportunities,
provided that such information shall not include the information
described in section 4.2(1).
"DEVELOPMENTS" means any and all ideas, computer programs, computer
software, drawings, suggestions, discoveries, inventions and
improvements which the Executive may make solely, jointly, or in common
with other employees, during the term of his employment with the
Corporation and which relate directly to the Business or commercial
activities of the Corporation.
"DISABILITY" shall mean the Executive's inability to substantially
fulfil his duties on behalf of the Corporation for a continuous period
of not less than six
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(6) months, as attested by an appropriate medical certificate, or the
Executive's inability to substantially fulfil his duties on behalf of
the Corporation for an aggregate period of not less than six (6) months
during any consecutive twelve (12) month period.
"SOLICITED POTENTIAL CUSTOMER" means (i) any person solicited by the
Executive on behalf of the Corporation for any purpose relating to the
Business at any time during the 12 months immediately preceding the
date of termination of the Executive's employment hereunder; and (ii)
any person solicited by any employee of the Corporation with the
Executive's actual knowledge for any purpose relating to the Business
at any time during the 12 months immediately preceding the date of
termination of the Executive's employment.
SECTION 1.2 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties hereto and there are no warranties,
representations or other agreements between the parties in connection with the
subject matter hereof except as specifically set forth herein.
SECTION 1.3 EXTENDED MEANINGS
In this Agreement, words importing the singular shall include the
plural and vice versa and words importing gender include all genders.
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SECTION 1.4 HEADINGS.
The division of this Agreement into articles and sections and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Agreement.
SECTION 1.5 REFERENCES.
References to a specific article, or section shall be construed as
references to that specified article, or section of this Agreement, unless the
context otherwise requires.
SECTION 1.6 BUSINESS DAY.
Whenever any payment to be made or action to be taken under this
Agreement is required to be made or taken on a day other than a Business Day,
such payment shall be made or action taken on the next Business Day following.
SECTION 1.7 CURRENCY.
All dollar amounts referred to in this Agreement are in Canadian funds.
SECTION 1.8 WITHHOLDINGS
All compensation payable hereunder will be subject to applicable
SECTION 2.1 EMPLOYMENT.
The Corporation hereby acknowledges the employment of the Executive,
and the Executive acknowledges acceptance of employment in the position of
President and Chief Operating Officer of the Corporation, reporting directly to
the Chairman and Chief Executive Officer of the Corporation, on the terms and
conditions herein contained as of and with effect from the Effective Date. The
Executive's location of employment will be in the Greater Toronto Area ("GTA")
although business travel throughout North America will be required from time to
SECTION 2.2 TERM.
This Agreement and the Executive's employment hereunder shall commence
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on the Effective Date and shall continue for a two (2) year term unless sooner
terminated in accordance with the terms and conditions set forth in this
SECTION 2.3 DUTIES.
During the term of this Agreement, the Executive shall:
(a) well and faithfully serve the Corporation and carry out those
responsibilities as are necessary to perform the functions
associated with the position of President and Chief Operating
Officer of the Corporation, including, without limitation,
responsibility for the development and the maintenance of all
relationships with company accounts, individuals, and the
(b) devote all of his working time, skill, experience and
attention to carry out the responsibilities consistent with
his position, provided that this shall not prohibit the
Executive from continuing to undertake his current activities
involving Professional Sports Publications, Inc.;
(c) use his best efforts to promote the success of the business of
the Corporation and act at all times in the best interests of
the Corporation; and
(d) not incur any debt, liability or obligation, or enter into any
contract or agreement for, or on behalf of, or in the name of
the Corporation except in the ordinary course of business
unless duly authorized by the Corporation.
SECTION 2.4 REMUNERATION.
As compensation for the performance by the Executive of his duties
(a) the Corporation shall pay to the Executive during term of this
Agreement, a salary at the rate of $250,000 per annum (the
"BASE SALARY"), payable in accordance with the Corporation's
current payroll practices, it being acknowledged that the
amount of the Base Salary
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payable to the Executive hereunder shall be grossed up to the
extent required, if any, such that following applicable income
tax withholdings under Canadian and U.S. law the after-tax
income to the Executive from such Base Salary shall be equal
to the after-tax income that would be received by a Canadian
resident employee of a Canadian resident employer earning a
gross annual income, before income taxes, of $250,000;
(b) the Corporation and the Executive shall, no later than sixty
(60) days from the Effective Date, enter into a definitive
option agreement for the granting of options to purchase
shares of common stock in the capital of the Corporation (the
"OPTIONS") to the Executive, in a form approved by the Board
of Directors of the Corporation, pursuant to which 210,000
Options in the Corporation will be offered to the Executive
from a total pool of 600,000 options which the Corporation
shall make available to employees of St. Clair as determined
by the Corporation, acting reasonably, all on terms determined
by and approved by the Corporation's Board of Directors or its
Compensation Committee, with an exercise price of U.S.$2.076
per share, an expiry date of not less than three years from
the date of grant and vesting as to 25% on the date of grant
and as to 25% on each of the six month, twelve month and
eighteen month anniversaries of the date of grant, subject to
ratification of the Board of Directors of the Corporation,
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(c) The Corporation shall provide the Executive a monthly
allowance of $800.00 for expenses relating to the use of an
automobile for business purposes and the Executive shall not
be entitled to reimbursement for insurance, gasoline, repairs
or any other expenses associated with the said automobile;
(d) the Corporation shall pay, on behalf of the Executive, up to
$10,000 for an annual golf membership and green fee costs,
provided that the Chief Executive Officer is satisfied that
such costs are incurred primarily in connection with business
(e) the Executive shall be entitled to participate in all of the
benefit plans for employees of the Corporation in effect from
time to time, including any pension, medical, dental and group
life and disability benefit plans, as of and with effect from
the Effective Date;
(f) the Executive shall be entitled to an expense account which
shall cover valid and substantiated expenses incurred by the
Executive while acting on behalf of the Corporation and
consistent with the Executive's duties and consistent with the
Executive's past practice as an executive of St. Clair; and
(g) notwithstanding the above remuneration, to the extent the
Board of Directors of the Corporation authorizes any
employment or other bonuses to be made to senior management of
the Corporation, the Executive shall be entitled to be
considered to receive from the Board of Directors, in its sole
discretion, any such bonus or award.
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SECTION 2.5 VACATION.
During each year of this Agreement, the Executive shall be entitled to
a paid vacation totalling fifteen (15) business days, to be taken at such time
or times as may be mutually agreed upon by the parties hereto, provided however
that such vacation may only be taken in one week increments unless otherwise
agreed to by the Chief Executive Officer. A maximum of five (5) vacation days
may be carried forward to the following year unless a greater number is agreed
to by the Chief Executive Officer.
SECTION 2.6 APPOINTMENT TO THE BOARD OF DIRECTORS.
The Executive shall be elected to the Board of Directors of the
Corporation as soon as is reasonably practicable following the date hereof. In
the interim period prior to the Executive's formal appointment to the Board of
Directors of the Corporation, the Executive shall be entitled to observer
status. The Executive's entitlement to serve as a member of the Board of
Directors of the Corporation is effective so long as the Executive continues to
serve in his capacity as President and Chief Operating Officer of the
Corporation. Upon the appointment of the Executive to Board of Directors of the
Corporation, the Executive shall receive directors' and officers' insurance
pursuant to the terms of such policies issued to and held by the Corporation
from time to time.
SECTION 2.7 EXPENSES.
The Corporation shall reimburse the Executive for all out-of-pocket
expenses, including the cost of business class air travel, reasonably and
properly incurred by the Executive in connection with his duties hereunder,
provided that the Executive shall first furnish to the Corporation statements
and vouchers for all such expenses.
SECTION 3.1 TERMINATION.
The employment of the Executive hereunder may be terminated by either
the Corporation or the Executive, as the case may be, exercised by notice in
writing at any time upon the happening of any of the following events, in which
event the Executive's employment shall terminate upon the date specified in such
(a) by the Corporation for Cause;
(b) by the Corporation, without Cause and other than for
Disability, by paying to the Executive a lump sum amount equal
to the greater of, (i) the cash equivalent of the balance of
the Base Salary, unused vacation entitlements and benefits due
through to the end of this Agreement, plus an amount equal to
the amount of the last annual bonus, if any, paid to the
Executive, or (ii) the cash equivalent of twelve months' Base
Salary, plus the amount of the last annual bonus, if any, paid
to the Executive, twelve months vacation entitlements and
twelve months' benefits. In the event the employment of the
Executive is terminated without Cause by the Corporation as
provided above, all outstanding and unvested Options issued to
the Executive shall, subject to the ratification of the Board
of Directors of the Corporation which shall be reflected in
the Executive's option agreement, acting reasonably, be
accelerated, vested and exercisable (until the original expiry
date thereof) by the Executive, in addition to the lump sum
amount provided above payable to the Executive.
(c) by the Corporation, in the event of the Disability of the
Executive, in which case, the Executive shall be entitled, to
the extent he qualifies, to the long term disability benefits
for employees of the Corporation in effect at such time in
lieu of any other compensation whatsoever; or
(d) by the Executive, by giving sixty (60) days' notice to the
(e) by the Executive upon the occurrence of any one of the
following events (in which case the Executive shall be
compensated as if the Corporation had terminated the
employment of the Executive without Cause as contemplated in
Section 3.1(b) above):
(i) in the event of an effective change of control of the
Corporation (including the acquisition by a third
party of an effective controlling interest in the
voting shares or debt securities of the Corporation
and a change of a majority of the Board of Directors
as currently constituted), with the exception of the
completion of any business combination with
Professional Sports Publications, Inc.;
(ii) in the event of a material adverse change in the
Executive's responsibilities, mandate and/or
(iii) in the event of a relocation of the principal place
of employment for the Executive outside of the GTA,
provided that this Agreement shall automatically terminate without notice of any
kind whatsoever upon the death of the Executive.
SECTION 3.2 DELIVERIES ON TERMINATION.
Upon the termination of this Agreement for any reason the Executive
(a) deliver to the Corporation all materials relating to the
business and affairs of the Corporation, including, without
limitation, except as otherwise specified below, the property
of the Corporation described in Section 4.1 hereof. By way of
exception, the Executive shall be entitled to retain the
following items as his personal property:
(i) all artwork in the office of the Executive purchased
by the Executive;
(ii) all computer and electronic equipment in the office
of the Executive whether purchased by the Corporation
or the Executive; and
(iii) all books and other such materials which do not
directly relate to the Business of the Corporation
whether purchased by the Corporation or the
(b) disclose to the Corporation any and all Developments and
execute and deliver to the Corporation any and all instruments
necessary or desirable to give effect to the assignments and
transfers contemplated by section 4.5(2) hereof; and
(c) return to the Corporation all property including any
Confidential Information and all copies and reproductions
thereof in any form whatsoever received by the Executive and
delete same from all retrieval systems and databases used by
SECTION 3.3 MITIGATION.
The Executive shall not be required to mitigate the amount of any
payments provided for under section 3.1 by seeking other employment or
otherwise, and the amount of any payment provided for in such section shall not
be reduced by any compensation earned by the Executive as a result of employment
by another employer after the effective date of termination, or otherwise.
SECTION 3.4 RELEASE.
Each of the Corporation and the Executive confirm that the provisions
of sections 3.1(b) and 3.1(e) are reasonable and the total amount payable as
outlined therein is an amount which has been agreed between them to be payable
hereunder and is a reasonable estimate of the damages which will be suffered by
the Executive in the event of a termination without Cause and shall not be
construed as a penalty. The Executive agrees to accept the payment provided for
in sections 3.1(b) and 3.1(e) in full satisfaction of any and all claims he has
or may have against the Corporation and the Executive agrees to release the
Corporation with respect to same upon payment of said sum.
SECTION 3.5 CESSATION OF ENTITLEMENTS
Except as specifically required by section 3.1 or by applicable
standards legislation, all entitlement to the benefits provided for in
section 2.4(c), (d) and (e) shall cease immediately upon the effective date
PROPERTY, CONFIDENTIALITY AND NON-COMPETITION
SECTION 4.1 CORPORATION PROPERTY.
All materials relating to the business and affairs of the Corporation,
including, without limitation, all manuals, documents, reports, equipment,
working materials and lists of customers or suppliers prepared by the
Corporation or by the Executive in the course of the Executive's employment are
for the benefit of the Corporation and are and shall remain the property of the
SECTION 4.2 CONFIDENTIAL INFORMATION.
(1) The Executive acknowledges that he will receive and have access during
the term of his employment to Confidential Information. Confidential
Information shall not include any information which:
(a) was in the public domain prior to the date of receipt by the
(b) was in the Executive's lawful possession prior to the date of
communication by the Corporation;
(c) becomes part of the public domain by publication or otherwise
not due to any unauthorized act or omission of the Executive;
(d) was supplied to the Executive by a third party having the
lawful right to do so;
(e) was independently developed by the Executive without use of
the Confidential Information; or
(f) the Executive is required by law to disclose, provided that
the Executive first notifies the Corporation that it is
required to disclose such Confidential Information and he
allows the Corporation a reasonable period of time to contest
the disclosure of such Confidential
(2) All right, title and interest in and to the Confidential Information
shall remain the exclusive property of the Corporation and the
Confidential Information shall be held in trust by the Executive for
the benefit of the Corporation. The Executive shall not, directly or
indirectly, use or exploit the Confidential Information for any
operational, commercial or other purpose whatsoever other than in the
ordinary course of the Business of the Corporation or in any manner
detrimental to the Corporation or disclose, disseminate, impart or
grant access to the Confidential Information to any person for any
purpose other than in the ordinary course of the Business of the
(3) The Executive shall not copy, reproduce in any form or store in any
retrieval system or database the Confidential Information without the
prior written consent of the Corporation, except for such copies,
reproductions and storage as may be reasonably required internally by
the Executive for the purpose for which the Executive receives the
(4) The parties hereto agree that any breach by the Executive of this
section 4.2 shall be deemed to cause the Corporation irreparable harm
which cannot be adequately compensated in damages and the Corporation,
in addition to all other remedies, shall be entitled to injunctive or
other equitable relief to restrain such breach.
SECTION 4.3 NON-COMPETITION AND NON-SOLICITATION.
(1) The Executive acknowledges that in his position of Executive, he
occupies a position of trust and confidence. The Executive understands
that the following restrictions may limit his ability to earn a
livelihood in a business which, directly or indirectly, competes with
the Business. However, the Executive agrees that he will receive
sufficient consideration and other benefits as an employee of the
Corporation to clearly justify such restrictions. The Executive
acknowledges that all restrictions contained in this section 4.3 are
reasonable and valid for the adequate protection of the legitimate
interests and goodwill of the Corporation and are no broader than is
necessary to protect such interests and goodwill. The restrictions
contained in this Article 4 will apply to the Executive regardless
of any change in position, title, duties or remuneration during the
term of this Agreement.
(2) The Executive shall not (without the prior written consent of the
Corporation, such consent not to be unreasonably withheld) for and
during the term of his employment with the Corporation and for and
during the period of twelve (12) months immediately following the date
of termination of his employment with the Corporation for any reason
whatsoever (and for and during the period of six (6) months immediately
following the date of the expiration of this Agreement), either
directly or indirectly, individually or in partnership or in
conjunction with or through any individual, firm, corporation,
association or other entity, whether as principal, agent, shareholder
(except for (a) an equity share investment in a public company whose
shares are listed on a stock exchange in North America or in an
over-the-counter market where that share investment does not in the
aggregate exceed 10% of the issued equity shares of the company, and
(b) in respect of the Executive's beneficial indirect ownership of and
current activities (in whatever form undertaken) involving Professional
Sports Publications, Inc. as at the date of this Agreement and the date
of termination) or in any other capacity whatsoever:
(a) within Ontario and all other cities in which the Corporation
has operations at the time of termination, carry on, engage
in, or attempt to carry on or attempt to engage in, or be
financially interested in any business that competes with or
is substantially similar to the Business;
(b) solicit or attempt to solicit any person who is a customer or
Solicited Potential Customer of the Corporation for the
purpose of (i) persuading or attempting to persuade any such
customer or Solicited Potential Customer to cease doing
business or to curtail the business which such customer or
Solicited Potential Customer has customarily conducted or
contemplates conducting with the Corporation, whether or not
relationship between the Corporation and such customer was
originally established in whole or in part through the efforts
of the Executive; or (ii) selling to such person any products
or services which compete with the products or services sold
by the Business; or
(c) solicit or attempt to solicit or assist any person to solicit
the employment or engagement of or otherwise entice away from
the employment of the Corporation any employee of the
(3) The parties hereto agree that any breach by the Executive of this
section 4.3 shall be deemed to cause the Corporation irreparable harm
which cannot adequately be compensated for in damages and that the
Corporation in addition to all other remedies, shall be entitled to
injunctive or other equitable relief to restrain such breach.
SECTION 4.4 COPYRIGHT
The Executive acknowledges that he is employed under a contract of
service to the Corporation and that he may make Developments in the course of
his employment with the Corporation and that the Corporation is the first owner
of copyright in such Developments in Canada. To confirm such ownership in the
Corporation of the copyright in Canada and elsewhere in the world, the Executive
does hereby sell, assign and transfer to the Corporation, the entire right,
title and interest for Canada and all other countries in and to the copyright in
and to such programs and documentation as well as the right to receive any
copyright registrations for such program and documentation.
SECTION 4.5 PATENTS AND INVENTIONS
(1) The Executive sells, assigns, transfers and sets over to the
Corporation his entire right, title and interest for Canada and for all
other countries in and to any inventions relating to the Developments
or other subject matter which may arise from the Executive's
employment, together with the Executive's entire right, title and
interest in and to any patent applications which may be filed with
respect to such inventions, any and all divisional applications
thereof, and any and all patents which may issue or be re-issued for
said invention to the full end of the term for which each said patents
may be granted.
(2) The Executive, on his behalf and on behalf of his executors and
administrators, hereby covenants and agrees to do all such lawful acts
and things and to execute without further consideration such further
lawful assignments, documents, assurances, applications, and other
instruments as may reasonably be required by the Corporation, its
successors, assigns, or legal representatives, to obtain any and all
Patents for said inventions and vest the same in the Corporation, its
successors, assigns or legal representatives.
SECTION 4.6 WAIVER OF MORAL RIGHTS
The Executive hereby waives, as against the Corporation, its successors
assigns and licensees, all his moral rights which the Executive may have or
will acquire in respect of the copyright in the Developments. The Executive
agrees to enforce his moral rights as against others as directed by and at the
cost of the Corporation or its successor-in-title of the copyright in the
SECTION 4.7 NO CONFLICTING OBLIGATIONS.
The Executive warrants to the Corporation that:
(a) he is not restricted from accepting employment with the
(b) the performance of the Executive's duties in his position of
Executive of the Corporation will not breach any obligation of
the Executive to keep confidential the proprietary information
of any third party or breach any obligation of
non-solicitation that he may have to any third party;
(c) in the performance of his duties as an employee of the
Corporation the Executive shall not improperly bring to the
Corporation or knowingly use any trade secrets, confidential
information or other proprietary information of any third
(d) he will not knowingly infringe the intellectual property
rights of any third party.
SECTION 5.1 NOTICES.
Any notice, demand or other communication which is required or
permitted by this Agreement to be given or made by a party hereto shall be in
writing and shall be sufficiently given if delivered personally or sent by
pre-paid registered mail at the following addresses:
(a) to the Corporation at:
Internet Sports Network Inc.
101 Bloor Street West
Attention: Chief Executive Officer
Telephone: (416) 599-8800
Facsimile: (416) 921-1302
(b) to the Executive at:
208-295 Davenport Road
Attention: J. Thomas Murray
Telephone: (416) 323-1136
or at such other address as any party may from time to time advise the other
party by notice in writing. Every notice or other communication shall be deemed
to have been received, (i) on the date of receipt, if given by personal
delivery, and (ii) the fifth Business Day after which it is mailed, if sent by
registered mail. Notwithstanding the foregoing, if a strike or lockout of postal
employees is in effect, or generally known to be impending, notice shall be
effected by personal delivery.
SECTION 5.2 SURVIVAL.
Notwithstanding the termination of this Agreement, (a) neither party
shall be released from any obligation that accrued prior to the date of
termination and more particularly, but not limited to, section 2.4, section 2.5
and section 2.6 hereof; and (b) each party shall remain bound by the provisions
of this Agreement which by their terms impose obligations upon that party that
extend beyond the termination of this Agreement and more particularly, but not
limited to, Articles 3 and 4 hereof.
SECTION 5.3 FURTHER ASSURANCES.
The parties shall, with reasonable diligence, do all things and provide
all reasonable assurances as may be required to complete the transactions
contemplated by this Agreement, and each party shall provide such further
documents or instruments required by any other party as may be reasonably
necessary or desirable to give effect to this Agreement and carry out its
SECTION 5.4 ASSIGNMENT.
Except as otherwise expressly provided herein, neither this Agreement
nor any rights or obligations shall be assignable by either party without the
prior written consent of the other party hereto.
SECTION 5.5 AMENDMENT AND WAIVER.
No supplement, modification, amendment or waiver of this Agreement
shall be binding unless executed in writing by both parties. No waiver of any of
the provisions of this Agreement shall constitute a waiver of any other
provision (whether or not similar) nor shall such waiver constitute a continuing
waiver unless otherwise expressly provided.
SECTION 5.6 SUCCESSORS AND ASSIGNS.
This Agreement shall enure to the benefit of and be binding upon the
parties and their respective heirs, executors and administrators or successors
and permitted assigns, as the case may be.
SECTION 5.7 SEVERABILITY.
If any provision in this Agreement is determined to be invalid, void or
unenforceable by the decision of any court of competent jurisdiction, which
determination is not appealed or appealable for any reason whatsoever, the
provision in question shall not be deemed to affect or impair the validity or
enforceability of any other provision of this Agreement and such invalid or
unenforceable provision or portion thereof shall be severed from the remainder
of this Agreement.
SECTION 5.8 INDEPENDENT LEGAL ADVICE.
The Executive acknowledges that he has been advised to obtain, and that
he has obtained or has been afforded the opportunity to obtain, independent
legal advice with respect to this Agreement and that he understands the nature
and consequences of this Agreement.
SECTION 5.9 GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada applicable therein.
SECTION 5.10 COUNTERPARTS.
This Agreement may be executed by the parties in one or more
counterparts, each of which when so executed and delivered shall be deemed to be
an original and such counterparts shall together constitute one and the same
IN WITNESS WHEREOF the parties have executed this Agreement as of the
SIGNED, SEALED AND )
DELIVERED IN THE PRESENCE OF )
) /s/ J. Thomas Murray
Witness ) J. Thomas Murray
INTERNET SPORTS NETWORK, INC.
By: /s/ Andy DeFrancesco
Authorized Signing Officer