CROSSNET VENTURES, INC.
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February 1, 2000
XXXXXXX JAGDISHANDRA XXXXX
Dear Sir:
Re: CROSSNET VENTURES, INC. (the "Corporation")
- Consultant Agreement between the Corporation and Xxxx Xxxxx
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We write to confirm the agreement of the Corporation to retain you
as a consultant to the Corporation on the following terms and
subject to the following conditions:
1. You agree to carry out the duties and perform the services
described in Schedule A attached to this Agreement. In
addition, you will perform such other duties and observe such
instructions as may be reasonably assigned to you by the
President of the Corporation which are within the scope of the
duties and services described in Schedule A.
2. The Corporation will pay to you a consultant fee of $2,100 US
per month (the "Consultant Fee") in consideration for your
services.
3. The Corporation will reimburse you for any reasonable travel
expenses actually and properly incurred by you in providing
your services. You will provide proper receipts and invoices
at the request of the Corporation.
4. The Corporation agrees to grant to you incentive stock options
to purchase a total of 50,000 shares of the Corporation's
common stock (the "Stock Options") which will be fully vested.
Each Stock Option will be for a three year term commencing on
the date of grant and will be exercisable at a price of $2.00
US per share. All Stock Options will be subject to the terms
and conditions of the Corporation's Stock Option Plan. You
acknowledge and agree that (i) you will only sell any shares
issued by the Corporation on exercise of any Stock Options in
accordance with all applicable securities laws, including the
Securities Act of 1933; and (ii) the shares issued upon
exercise of any Stock Options may be subject to restrictions
on resale imposed by applicable securities law; and (iii) the
Corporation may legend all stock certificates representing the
shares issued upon exercise of any Stock Options with
applicable resale restrictions, as reasonably advised by the
Corporation's legal counsel.
5. You agree not to disclose to any person any confidential
information concerning the business or affairs of the
Corporation which you may have acquire in the course of or
incidental to providing your services to the Corporation. You
will not directly or indirectly use (whether for your own
benefit or the detriment or intended detriment of the
Corporation) any confidential information you may acquire with
respect to the business and affairs of the Corporation. All
obligations with respect to confidential information will
survive termination of this Agreement.
6. You agree that you will not, either directly or indirectly,
during the term of this Agreement and for a one year period
from the termination of this Agreement carry on, be engaged
in, concerned with or interested in any business which is in
whole or in part competitive with the
2
"India@.com" Internet business of the Corporation.
7. The Corporation may terminate this Agreement at any time in
the event of a breach by you of your obligations under this
Agreement.
8. The Corporation may terminate this Agreement at any time in
the absence of any breach by you of your obligations under
this Agreement upon delivery of thirty days written notice to
you and upon payment to you of the Consultant Fee to the date
of termination.
9. You may terminate this Agreement at any time upon thirty days
written notice to the Corporation.
10. This Agreement may not be assigned in whole or in part by you
without the prior written consent of the Corporation.
11. This Agreement shall be governed by and construed in
accordance with the laws of the Province of British Columbia.
If you are in agreement with the terms and conditions of your
engagement, please execute a copy of this letter where indicated
below.
CROSSNET VENTURES, INC.
by its authorized signatory:
/s/ Xxxxxx Xxxxxxx
_________________________________
Xxxxxx Xxxxxxx, Secretary
The undersigned hereby accepts engagement as a consultant of the
Corporation on the terms and subject to the conditions as set forth
in this letter as of the 1st day of February, 2000.
SIGNED, SEALED AND DELIVERED )
BY XXXXXXX JAGDISHANDRA XXXXX )
in the presence of: )
)
)
/s/ Xxxxxx Xxx ) /s/ Xxxxxxx Jagdishandra Xxxxx
__________________________________ ) __________________________________
Signature ) XXXXXXX JAGDISHANDRA XXXXX
)
Xxxxxx Xxx )
__________________________________ )
Name )
)
Xxxxxxxx Xxxxxx, Xxxxxx )
__________________________________ )
Address )
SCHEDULE A
DESCRIPTION OF CONSULTANT SERVICES
* To advise and provide input to the Corporation on the development
of the following categories for the India@.com Web site:
* Finance
* Politics
* Sociology
* any other internal and external affairs that affect resident
and non-resident Indians on which you have expertise
* To advise and provide input to the Corporation on the development
and marketing of the Corporation's India@.com business, at the
request of the Corporation.
* The consultant services to be provided to the Corporation will
account for approximately ten hours of your business time each
month.
