EXHIBIT 6.08
CONTRACT
BETWEEN.-
SHOWSTAR XXXXXX.XXX INC.
00-00000 Xxxxxxxxxxx Xxx
Xxxxxxxx, X.X.
X0X 0X0
(Hereinafter referred to as "Showstar")
AND:
XXXX XXXXXX
#00-0000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, X.X. X0X 0X0
(Hereinafter referred to as "Xxxxxx")
WHEREAS Showstar agrees to enter into a contract with Xxxxxx and whereas Xxxxxx
agrees to enter into a contract with Showstar, the following conditions are
hereto agreed to to in part and in full:
XXXXXX hereby agrees to:
1) Represent Showstar in an ethical and professional fashion in promoting the
Corporation and advancing its position and development in e-commerce.
2) To promote the Company's goodwill to develop the corporate image and the
Company's public relations on an international basis.
3) To act in the capacity of Chief Technical Officer to oversee the development
of the technology required for the Company to operate effectively to accomplish
its goals.
SHOWSTAR agrees to:
1) To pay Xxxxxx, during the first year of this contract, a sum of CDN$ 10,000
dollars per month beginning from the 15th day of June, 1999 until the 14th of
June, 2000.
2) Moneys will be paid on a monthly basis in installments of $5,000 on the 15th
and the end of each month respectively.
3) To pay, during years 2, 3, and 4 of this contract (a "contract year") an
amount to be agreed upon by the parties hereto prior to May 31 preceding the
commencement of such contract year of each year, which amount is to be no less
than the immediately preceding period and further provided that such amount
shall not be less than the industry standard.
4) Shall pay to Xxxxxx a reimbursement of all approved expenses incurred on the
first party's behalf These amounts shall be funded fourteen days after
submission of expense reports with required supporting documentation.
5) To issue as fully paid and non-assessable to Xxxxxx THREE HUNDRED THOUSAND
(300,000) COMMON SHARES immediately upon the signing of this Contract and to
issue, as fully paid and non-assessable, an additional TWO HUNDRED THOUSAND
(200,000) common shares in the capital of Showstar Xxxxx.xxx Inc. on or before
June 15"', 2000 (the "Second Issuance"). A further ONE HUNDRED AND FIFTY
THOUSAND (150,000) common shares in the capital of Showstar Xxxxxx.xxx, Inc.
shall be issued to Xxxxxx on the 15 1h of June, 2001 (the "Third Issuance") and
a further ONE HUNDRED AND FIFTY THOUSAND (150,000) common shares shall be issued
to Xxxxxx on the 15"' of June, 2002 (the "Fourth Issuance"). If Showstar
Xxxxxx.xxx is sold or this Contract is terminated for any reason, Showstar
Xxxxxx.xxx, Inc. will issue to Xxxxxx, immediately upon the occurrence of such
an event, the Second, Third and Fourth Issuances.
6) Shall transfer to Xxxxxx the following shares upon the second parties
acceptance and payment in exercising the following options:
STOCK OPTIONS
Showstar Xxxxxx.xxx, Inc. hereby grants to Xxxxxx the following options, on the
following terms, to purchase common shares in the capital of Showstar
Xxxxxx.xxx, Inc.;
a) Effective June 15th, 2000, an option to acquire ONE HUNDRED AND FIFTY
THOUSAND (150,000) common shares at the exercise price of FIFTY ($0.50) CENTS
per share.
b) Effective June 15th, 2001, an option to acquire ONE HUNDRED AND FIFTY
THOUSAND (150,000) common shares at the exercise price of ONE ($ 1.00) DOLLAR
per share.
c) If Showstar Xxxxxx.xxx, Inc. is sold or this contract is terminated by
Showstar Xxxxxx.xxx, Inc. without cause, immediately upon the occurrence of
such an event, all options granted hereby will vest immediately.
d) The parties hereto shall enter into a Stock Option Agreement substantially in
the form attached as Exhibit "A" hereto, giving effect to these option grants.
TERM
The term of this agreement shall be four years commencing June 15th, 1999 and
terminate on June 15th, 2003 unless renewed by mutual consent.
CANCELLATION OF CONTRACT
a) Xxxxxx may cancel the contract at any time:
- Upon 60 days prior written notice given to the President of the
Company.
- Xxxxxx will forfeit any and all rights to fully paid shares and
option shares that have not vested as of the notice date.
b) The Company may cancel the contract at any time:
- WITHOUT CAUSE - Upon 60 days prior written notice by the Executive
of the Company. Xxxxxx will be entitled to all fully paid share
and options, both vested and unvested, as provided for in this
agreement.
- WITH CAUSE as defined in "CAUSE DEFINED" - immediate dismal and
forfeiture of any and all rights to fully paid shares and stock
options not vested on the date of termination.
c) Death or Total Incapacitation of Xxxxxx:
- Xxxxxx or his estate (in the case of death) will be entitled to
receive the following:
- The fully paid and non-assessable shares due him on June
15th of the year of his demise or total incapacitation.
- The right to exercise the stock option due him on June 15th
of the year of his demise or total incapacitation.
- e.g. Should this event (death or incapacitation) occur on
June 16th, 2000, Xxxxxx or his estate would be entitled to
stock and options accrued to June 15th, 2000 plus the
shares and options that would have been granted to him on
June 16th, 2001 had this event not occurred.
CAUSE DEFINED
"Cause" shall mean cause resulting from actions or inactions of Xxxxxx and
is limited to the following:
a) Repeated failure or refusal to carry out the reasonable
directions of the Company, provided such directions are
consistent with the duties and obligations herein set forth to be
performed by Xxxxxx; or
b) Willful violation of a provincial, state or federal law involving
the commission of (1) a crime against the Company materially
adversely affecting the Company or (2) a felony of any kind; or
c) Xxxxxx'x medically confirmed misuse or abuse of alcohol or use of
any controlled substance; or
d) Any material breach by Xxxxxx of this agreement or the falsity of
any material representation or warranty of Xxxxxx herein, which
upon written notice to Xxxxxx, is not corrected within 30 days.
NON-COMPETITION
Xxxxxx agrees to professionalism, confidentiality and shall not, within eighteen
months following the termination of this contract, solicit existing clients of
Showstar or compete in the same business and cannot consult or perform duties
with others without approval.
CONFLICT OF INTERESTS
It is understood that Xxxxxx shall disclose any relationship which appears to
conflict with Showstar and it is acknowledged by Showstar that Xxxxxx has
disclosed his ownership and management positions with Savingsplus Internet Inc.
This includes both vendors and competitors. It is also understood that Xxxxxx
will not have interests in operations if they directly or indirectly compete
with Showstar, except for Xxxxxx'x interests in Savingsplus Internet Inc.'s
business or intellectual property.
CONFLICT
Should the above noted parties be unable to resolve a contractual difference,
the parties hereby agree that the conflict shall be resolved by way of
arbitration and agree that binding arbitration shall control the consequence or
the result of problem resolution.
REPRESENTATION OF XXXXXX AND OF SHOWSTAR
(a) Xxxxxx represents that he:
1) Within the past five years, has not filed, or cause to be filed, a petition
under the United States Bankruptcy Code or any Canadian equivalent.
2) Has not knowingly violated, or been found to have violated any federal and/or
state or Canadian securities laws.
3) Consents to a criminal background check.
4) Does not have any business affiliations, which would conflict with his
positions with Showstar.
(b) Showstar represents that:
1) Showstar has all requisite corporate power and authority to enter into this
agreement and the transactions contemplated hereby.
All amounts referred to in this contract are in U.S. Dollars unless otherwise
specified.
The above named parties hereby consent to the terms and conditions of this
contract.
Dated this 30th day of August, 1999 in the City of Richmond, B.C., Canada
For Showstar Xxxxxx.xxx, Inc. For Xxxx Xxxxxx
SIGNATURE SIGNATURE
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