AMERI-CAN RAILWAYS
SYSTEMS, INC. (ARS)
Consulting Agreement
With:
XXXXX XXXX ASSOCIATES, a sole proprioritorship
registered in Ontario (XXXX)
1. Services
ARS agrees to engage XXXX to perform services and XXXX accepts such
engagement. The services shall consist of consulting services of
Xxxxx Xxxx. Xxxxx Xxxx shall be appointed as President and Chief
Operating Officer of ARS.
2. Term
This contract shall be for a term of twenty-four months, commencing on
the 29th of May 1998.
3. Fee
(a) An annual fee of CDN $90,000.00, payable CDN $7,500.00 monthly;
(b) 115,000 common shares of the Company issued to XXXX upon
engagement commencement, and an option to purchase an
additional 115,000 from the Treasury at an exercise price of
not less than fair market value of those shares at the date
of grant as follows and only so long as Xxxxx Xxxx is
President and Chief Operating Officer of the Company and the
following performance criteria are achieved by the Company:
(i) upon expiration of six months from commencement of this
engagement, twenty-five (25) percent of the optioned shares;
(ii) upon the expiration of twelve (12) months from
commencement of the engagement, twenty-five (25) percent of
the optioned shares provided that during the immediately
preceding twelve (12) months the Company has completed the
sale of forty (40) Crossing Systems;
(iii) upon the expiration of eighteen (18) months from
commencement of the engagement, twenty-five (25) percent of
the optioned shares provided that during the immediately
preceding six (6) months the Company has completed the sale
of seventy-five (75) Crossing Systems;
(iv) upon the expiration of twenty-four (24) months from
commencement of the engagement, twenty-five (25) percent of
the optioned shares provided that during the immediately
preceding six (6) months the Company has completed the sale
of seventy-five (75) Crossing Systems.
In the event that the engagement is terminated for any reason prior to
the expiration of any of the period mentioned above, an averaging
provision shall be applied to determine the entitlement.
4. Non-competition
The Non-Compete Agreement shall apply.
5. Duties
Xxxxx Xxxx' services shall include:
(a) the running of the day to day operations of the business of the
Company in accordance with the policies and directions of the
Board of Directors; and
(b) other specific duties to be mutually agreed upon during
the first six (6) months from commencement of the engagement.
6. Termination
XXXX' engagement may be terminated at any time by either party on
not less than 30 days' prior written notice. The Company shall have
the right to terminate the engagement at any time after the initial
six (6) months period upon payment to XXXX of an amount equal to
six (6) months fees, provided that should such termination take place
at any time during the last six (6) months of the term of the engagement,
the maximum which the Company shall be required to pay in lieu of notice
shall be an amount equal to the number of months left in the unexpired
term times the monthly fee.
Date: June 25, 1998
/s/ Xxxxxx Xxxxxxx /s/ Xxxxx Xxxx
_____________________ ________________________
XXXXXX XXXXXXX XXXXX XXXX
AMERI-CAN RAILWAY XXXXX XXXX ASSOCIATES
SYSTEMS, INCORPORATED
