LEGAL RETENTION AGREEMENT
This Legal Retention Agreement (the "Agreement") is entered as of the 7th day of
February 2003, between Thinkpath, Inc, an Ontario corporation (the "Company"),
which has its principal executive offices located at 55 University Avenue, Suite
400 Toronto, Ontario, Canada M5J 2H7 and Reinery Barba, an individual having an
address 111 Hicks Street, Brooklyn, NY 10952 (hereinafter referred to as the
"Attorney").
WITNESSETH
WHEREAS, the Company desires to retain the services of Attorney; and
WHEREAS, in order to retain the services of Attorneys, the Company
wishes to grant to Attorney Shares in the Company, $.01 par values, of the
Company;
ACCORDINGLY, in consideration of the foregoing, the mutual promises
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Attorney,
intending to be legally bound, hereby agree as follows:
1. SERVICES. Attorney will provide the Company with legal and advisory
services, including guiding the company in structuring its corporate
structure in connection with ongoing corporate transactions for a
period of one year.
2. GRANT OF SHARES: The Company hereby grants to Attorney 4,000,000
shares of the Company registered pursuant to a Form S-8, as a
retainer for services to be rendered by Attorney. The Company shall
promptly take action to register such shares on Form S-8 and deliver
such shares to Attorney.
3. CONDITION PRECEDENT. As a condition to earning the Shares of the
Company pursuant to paragraph 1 above, Attorney must use or continue
to use his best lawful effort for the benefit of the Company and its
Subsidiaries. The Company acknowledges that Attorney's role is a part
time position, involving advice and consultation to the Company as an
Attorney.
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4. PARTIES BOUND. This Agreement shall be binding upon and insure to the
benefit of the parties hereto and their respective successors and
assigns, and all references herein to either the Company or the
Attorney shall de deemed to include any successor or successors,
whether immediate or remote.
5. GOVERNING LAW AND ENFORCEMENT. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the United
State of America and the State of New York. This Agreement was
executed, delivers and is to be performed in New York, NY. Should any
clause, sentence or section of this Agreement be judicially or
administratively determined to be invalid, unenforceable or void by
the laws of the State of New York or any agency or subdivision
thereof, such decision shall not have the effect of invalidating or
voiding any it her clause, sentence or section of this Agreement and
the parties hereto agree that the part or parts of this Agreement so
held to be invalid, unenforceable or void, shall be deemed to have
been deleted here from and all other clause, sentences and sections
shall have the same force and effect as if such invalid or
unenforceable part or parts had never been included herein.
6. CAPTIONS. The headings or captions of this Agreement have been
include for ease of reference only and are not to be considered in
the construction or interpretation of this Agreement or any section
or clause contained herein or therein.
7. AMENDMENTS. This Agreement may not be modified, amended or terminated
except by another agreement in writing executed by the parties
hereto.
8. COUNTERPARTS. This Agreement may be signed in one or more
counterparts with the same effect as if the parties signed the same
document. All counterparts shall be construed together and shall
constitute one instrument.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the
date and year first above written.
Thinkpath, Inc,
An Ontario Corporation
By:________________________
Name:
Title:
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Reinery Barba, Esq.
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