THIS AGREEMENT made as of this 24th day of September, 1998
BETWEEN:
SSA COUPON LTD., a company duly incorporated and validly existing
under the laws of British Columbia having its registered and
records offices at 1230B ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(the "Company")
AND:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Attorney, of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
("WFM")
WHEREAS:
A. The Company was incorporated for the purpose of developing, exploiting
and marketing an internet web search engine and data base as an internet
portal (the "Project").
B. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ was the originator of the concept has been instrumental in
developing the concept for the search engine and data base and working with
programmers and others on the Project.
C. WFM is an attorney practicing law in partnership under the name Metro Law
Office, which partnership are the lawyers to the Company and the Company desires
to retain WFM as its President on a long term basis and WFM has agreed act as
the Company's President on the terms and conditions hereinafter contained.
WITNESSETH that in consideration of the premises herein contained and
subject to the terms and conditions hereinafter set out the parties hereto agree
as follows:
1. WFM shall serve the Company as its President with the usual powers of such
office subject to such general policy restrictions and such restrictions as to
specific matters as may be established by the Directors of the Company and shall
provide such management and other consulting services to the Company as set out
herein during the term of this Agreement and WFM hereby accepts these terms and
undertakes to perform all the duties and obligations assumed by him hereunder.
2. The Company engages the WFM to manage its businesses as its President in
conjunction with the Chief Executive Officer of the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
and WFM hereby accepts these terms and undertakes to perform all the duties and
obligations assumed by it hereunder. This agreement encompasses all agreements
in effect verbally.
3. WFM shall furnish the specific services required to assist with the
direction, management and general conduct and supervision of the business of the
Company as may be requested of WFM by the directors of the Company from time to
time provided it is understood that WFM's services to the Company are not
exclusive and WFM is engaged in other business dealings and
provided further that it is understood and agreed that Metro Law Office may,
from time to time, provide legal services to the Company utilizing the services
of WFM which are separate from his duties as President and for which the Company
will be billed by Metro Law Office.
4. WFM shall supervise the Company's operations and shall perform all other
duties related thereto subject always to the policy directives of the directors
of the Company.
5. WFM shall report to the directors of the Company or such other delegates of
the Company as may be designated by the directors from time to time.
6. WFM agrees to use its best efforts to carry out its duties and obligations
hereunder and to promote the business and affairs of the Company and WFM shall
perform the services required to be provided by it hereunder conscientiously and
to the full limit of his ability, and shall well and faithfully serve the
Company during the continuation of this Agreement and he shall promptly and
faithfully comply with all reasonable requests, instructions, directions, rules
and regulations of the Company.
7. This Agreement shall be for a term of five years from the date first above
written and shall continue and shall not be terminated by the Company for any
reason or cause whatsoever and the said term shall be automatically renewed for
successive terms of two years each unless terminated by WFM at any time on two
months notice or unless the Company shall deliver to WFM written notice of the
termination of this Agreement at least six calendar months prior to the
expiration of the original term of five years or prior to the expiration of any
successive two year term then in force. If the Company shall cancel this
Agreement at the end of the said five year term or at the end of any successive
two year term then in force, the Company shall pay to WFM, on the termination of
this Agreement as provided herein, the sum of $500,000.00 forthwith upon such
termination.
8. During the original term of this Agreement and successive renewal terms
thereof, the Company shall pay to WFM as a consulting fee, commensurate with the
earnings of the Company (calculated without deducting as an expense, any fees,
bonuses or other amounts paid to WFM, ▇▇▇▇ ▇▇▇▇▇▇▇ Shaw, Maurice, or any other
director, officer, or executive of the Company), amounts calculated as follows:
(a) commencing on October 15th 1998 and continuing until the
Company has net quarterly earnings of $250,000 calculated in
accordance with generally accepted accounting principals
("GAAP"), $6,000 per month in two installments of $3,000 each
on the 1st and 15th day of each and every month until the
month immediately following the first calendar quarter in
which the Company had net quarterly earnings of $250,000 as
aforesaid and provided that until such time as the Company has
money available to make such payments, the amounts shall be
recorded in the books of the Company as a debt owing to WFM to
be paid as soon as the Company has money available and
provided that,
(b) from the 15th of the month immediately following the first
calendar quarter that the Company has net quarterly earnings
of $250,000 calculated in accordance with GAAP as aforesaid
and continuing until the month immediately following the first
calendar quarter in which the Company has net quarterly
earnings of $500,000 calculated in accordance with GAAP, the
Company will pay to WFM,
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in lieu of the $6,000 per month, $8,000 per month in two
installments of $4,000 each on the lst and 15th days of each
and every month and provided that,
(c) from the 1st of the month immediately following the first
calendar quarter that the Company has net quarterly earnings
of $500,000 calculated in accordance with GAAP as aforesaid
until the month immediately following the first calendar
quarter in which the Company has net quarterly earnings of
$1,000,000 calculated in accordance with GAAP, the Company
will pay to WFM, in lieu of the $8,000 per month, $12,000 per
month in two installments of S6,000 each on the lst and 15th
days of each and every month and provided that,
(d) from the 1st of the month immediately following the first
calendar quarter that the Company has net quarterly earnings
of $1,000,000 calculated in accordance with GAAP as aforesaid
until the month immediately following the first calendar
quarter in which the Company has net quarterly earnings of
$3,000,000 calculated in accordance with GAAP, the Company
will pay to WFM, in lieu of the $12,000 per month, $16,000 per
month in two installments of $8,000 each on the lst and 15th
days of each and every month and provided that,
(e) from the 15th of the month immediately following the first
calendar quarter that the Company has net quarterly earnings
of $3,000,000 calculated in accordance with GAAP as aforesaid
until the month immediately following the first calendar
quarter in which the Company has net quarterly earnings of
$6,000,000 calculated in accordance with GAAP, the Company
will pay to WFM, in lieu of the $16,000 per month, $24,000 per
month in two installments of $12,000 each on the 1st and 15th
days of each and every month and provided that,
(f) from and after the first of the month immediately following
the first calendar quarter that the Company has net quarterly
earnings of $6,000,000 calculated in accordance with GAAP as
aforesaid, the Company will pay to WFM, in lieu of the $24,000
per month, $44,000 per month in two installments of $22,000
each on the 1st and 15th days of each and every month.
Thereafter such compensation shall be reviewed from time to time by the
board of directors, no less than annually, and may be increased as the board of
directors in their discretion may decide. The above compensation is in addition
to any bonuses, stock options or shareholders dividends that WFM may receive in
the discretion of the Board of Directors of the Company.
10. During the initial term or any successive term hereof WFM shall be entitled
to unavailable to the Company during his vacations of up to eight weeks during
each year, such vacation to be taken at such time or times as the Board of
Directors of the Company may agree.
11. WFM shall be reimbursed for all travelling and other expenses properly
incurred by him in connection with his duties hereunder and for all such
expenses shall furnish to the Company, as appropriate, statements and vouchers
as and when required.
12. WFM shall submit oral or written reports in such form and to such persons as
the Board of Directors of the Company may from time to time direct.
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13. WFM shall not, without the consent of the Board of Directors of the Company,
either during the continuance of this Agreement or at any time thereafter
disclose the private affairs or any secrets of the Company to any person other
than the Directors or Senior Officers of the Company and shall not use for his
own purposes or for any purpose other than those of the Company such information
he may now have or may hereafter acquire in relation to the business or affairs
of the Company. For greater clarity, WFM acknowledges that the Company shall be
entitled to, and shall own, solely and exclusively, all intellectual property
rights in the Project including the intellectual property rights and any
modifications, adaptations, transformations, revisions, improvements,
enhancements, translations or variations of the software now used in, or
hereafter created for the Project and for the purpose of this Agreement,
intellectual property rights shall mean:
(a) All rights, title and interests in all copyright and, moral
rights in the software expressed in any material form
whatsoever;
(b) All rights, title and interests in all confidential
information and trade secret rights arising under the common
law, provincial law, federal law and laws of foreign countries
and related to proprietary and confidential information
embodied in the software or otherwise arising in the Project;
(c) All rights, title and interests in all trademark and trade
name rights under the common law, provincial law, federal law
and laws of foreign countries relating to the software or the
Project; and
(d) All rights, title and interest in any and all inventions
embodied in the software including all modifications,
enhancements and improvements thereto whether or not
patentable.
14. WFM shall not, without the prior written consent of the Board of Directors
of the Company for a period of two years after the termination of this Agreement
either individually or in partnership or in conjunction with any person or
persons, association, syndicate, company or corporation as principal, agent,
major shareholder or in any other manner whatsoever carry on or be engaged in or
be concerned with or interested in or advise or permit his name to be used or
employed by any person or persons, firm, association, syndicate, company or
corporation engaged in or concerned with or interested in a project similar to
the Project or any of the businesses carried on by the Company during the term
of this Agreement.
15. If WFM shall, by reason of illness or mental or physical disability or
incapacity, fail for six months in the aggregate, to perform his duties
hereunder the Company may, by three months' notice in writing to WFM, terminate
this Agreement, in which event this Agreement (except paragraphs 13 and 14
hereof, which paragraphs shall continue in force) shall be wholly determined
upon the expiration of the said period of two months and the Company's further
obligation to pay compensation to WFM under paragraph 8 and WFM's obligation to
render services hereunder shall terminate as of the said termination date.
16. The relationship of the parties is as contractor and contractee and not as
employer and employee and nothing herein contained shall be deemed to constitute
an employer-employee relationship or a partnership between, or a joint venture
by, the parties and neither party shall hold itself out contrary to the terms of
this paragraph by any means whatsoever. Neither party
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shall be bound by or become liable for any representation, commitment, act or
omission whatsoever of the other contrary to the provisions hereof.
17. The provisions of this Agreement shall enure to the benefit of and be
binding upon the legal personal representatives of WFM and the successors and
assigns of the Company, respectively.
18. If any covenant or provision herein is determined to be void or
unenforceable in whole or in part it shall not be deemed to affect or impair the
validity of any other covenant or provision hereof.
19. The parties acknowledge that it is their intent to take the Project
public either by licensing the technology to, or vending the Company or
the shares in the Company into a company ("Newco") that is listed, or
intends to become listed, on a recognized stock exchange or is trading,
or intends to be traded, on the over the counter market, and the
Company covenants that any such license or vending it will be
conditional on Newco assuming the obligations hereunder and the Company
will assign this Agreement to Newco on the licensing or vend in and
will ensure that Newco assumes the Company's obligations to ATM
hereunder. After such a licensing or vend in, the net earnings referred
to in paragraph 5 shall be the consolidated earnings of the Company and
Newco. This paragraph will apply, mutatis mutandis, if it is decided
that Newco will not be the public company but shall sell the shares or
the Project to another company that is listed, or intends to become
listed, on a recognized stock exchange or is trading, or intends to be
traded, on the over the counter market.
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IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals
the day and year first above written.
THE CORPORATE SEAL of )
SSA COUPON LTD. was hereunto )
affixed in the presence of )
) c/s
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ )
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SIGNED, SEALED AND DELIVERED )
by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ )
in the presence of: )
)
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Name )
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Address )
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Occupation )
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