EXHIBIT NO. 10
AGREEMENT
BY AND BETWEEN
MINTZ & FRAADE, P.C.,
and FREDERICK M. MINTZ
AND
THE WIDECOM GROUP INC.
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This Agreement is entered into as of January 31, 2001 by and between
Mintz & Fraade, P.C. (the "Law Firm"), a law firm, and Frederick M. Mintz
(the "Attorney"), both located at 488 Madison Avenue, New York, New York
10022, Tel: 212-486-2500, Fax: 212-486-0701 and The Widecom Group Inc. (the
"Company"), a Canadian corporation with its principal offices located at 37
George Street North, Suite 103, Brampton, Ontario Canada L6X 1R5, Tel:
(905) 712-0505, Fax: (905) 712-0506.
W I T N E S S E T H
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WHEREAS, the Law Firm has rendered and continues to render legal
services to the Company; and
WHEREAS, the parties hereto have agreed that 35,000 shares of the
Company's common stock will be issued to the Attorney as payment for (i)
legal services rendered to the Company in November and December 2000 and
January 2001; (ii) legal services to be rendered to the Company in February
2001; (iii) legal services to be rendered to the Company in connection with
the completion of a Registration Statement initially filed with the
Securities and Exchange Commission on October 15, 1999; (iv) legal services
to be rendered to the Company in connection with the upcoming Meeting of
the Shareholders of the Company and (v) legal services to be rendered to
the Company in connection with Nasdaq related issues.
NOW THEREFORE, the parties hereby agree as follows:
1. The Law Firm agrees to accept and the Company agrees to issue to the
Attorney 35,000 shares of the Company's common stock which Shares shall be
registered by the Company in a Form S-8 Registration Statement with the
Securities and Exchange Commission.
2. This Agreement does include legal services to be rendered to
Posternetwork.com, Inc. or legal services to be rendered in connection with
complaint filed by Goldstein & Digioia, LLP against the Company and
Posternetwork.com Inc.
3. The Board of Directors of the Company voted to approve the terms
contained herein including, but not limited to, the issuance of 35,000
shares of the Company to the Attorney.
4. This Agreement may not be changed, modified, extended, terminated, or
discharged orally, but only by an agreement in writing, signed by all of
the parties to this Agreement.
5. The parties agree to execute any and all such other and further
instruments and documents, and to take any and all such further actions
which are reasonably required to consummate, evidence, confirm or
effectuate this Agreement and the intents and purposes hereof.
6. Except as otherwise specifically provided for hereunder, no party
shall be deemed to have waived any rights hereunder or under any other
agreement or paper signed by them with respect to the subject matter
hereof, unless such waiver is in writing and signed by the party waiving
such right. Except as otherwise specifically provided for hereunder, no
delay or omission by either party in exercising any right with respect to
the subject matter hereof shall be construed as a bar to, or a waiver of,
any right or remedy on any future occasion. All rights and remedies with
respect to the subject matter hereof, whether evidenced hereby or by any
other agreement, instrument or paper, will be cumulative, and may be
exercised separately or concurrently.
7. This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior
representations, agreements and understandings. This Agreement shall be
binding upon each of us, and upon our heirs, executors, successors and
assigns.
IN WITNESS WHEREOF, the parties have caused this instrument to be executed
as of the day and year first above written.
The Widecom Group Inc.
By: /s/ Raja S. Tuli
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Title: President
Mintz & Fraade, P.C.
By: /s/ Frederick Mintz
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Frederick M. Mintz
/s/ Frederick Mintz
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Frederick M. Mintz