EXHIBIT 3.69
CONSULTING AGREEMENT
--------------------
THIS AGREEMENT made as of the 26th day of June, 2000 (the "Effective
Date").
B E T W E E N:
OPUS MINERALS INC., corporation incorporated
under the laws of the Province of Ontario
(hereinafter referred to as the "Corporation")
OF THE FIRST PART
- and -
CHRISTOS LIVADAS, a businessperson residing in
the City of Sarasota, in the State of Florida
(hereinafter referred to as the "Consultant")
OF THE SECOND PART
WHEREAS the Consultant has developed certain considerable expertise in
the area of internet commerce and related industries and, in particular, the
expansion and marketing of corporate entities in such business;
WHEREAS the Corporation is engaged in the business of owning and
operating, through its wholly owned subsidiary, the internet investment site
www.investorlinks.com, which provides free portfolio tracking, stock quotes and
charts, a wide and constantly updated variety of daily stock picks, charts,
market analysis and commentary (the "Business");
AND WHEREAS the Corporation desires to obtain and apply the expertise
of the Consultant to the Business by adding the Consultant to the Corporation's
Advisory Board, which has been established to assist the Corporation and its
directors in the development of the Corporation's Business.
-2-
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each of the parties hereto) the parties make the arrangements and
acknowledgements hereinafter set forth:
1. Consulting Services - The Corporation hereby retains the services of the
-------------------
Consultant and the Consultant hereby agrees to provide the consulting
services (the "Services") to the Corporation described in this
Agreement, by acting as a member of the Corporation's Advisory Board,
to provide such Services to benefit determination and implementation
of the Corporation's plans for its Business.
2. Scope of Services - On the Advisory Board, with the obligation of
-----------------
providing advice to the Corporation's Board of Directors concerning
the Business, the Consultant shall present to the best of the
Consultant's ability the Business and profile of the Corporation to
members of the public to maximize the Corporation's public exposure,
together with such other ancillary and related duties as the
Corporation may reasonably require from time to time, and shall commit
such time, effort and attention to the business and affairs of the
Corporation as required to fulfill the Consultant's obligations
hereunder in a professional and competent manner. Without limiting the
generality of the foregoing, the Consultant shall meet with management
of the Corporation to fully familiarize with the Corporation, the
Business and its business plans and shall attend and arrange for such
meetings on behalf of the Corporation as may be necessary to
effectively determine and implement the plans of the Corporation and
the Business in the manner contemplated hereunder. All materials
utilized by the Consultant in carrying out the Services shall be
subject to the prior written consent of the Corporation and the
Consultant acknowledges and agrees it will not utilize any information
about the Corporation or the Business, whether oral or written, if
such information may not be disseminated under applicable laws and
regulations, including, without limiting the generality of the
foregoing, timely disclosure obligations, forward oriented financial
information and insider trading. Any failure by the Consultant to
adhere to these requirements will result in all consequences thereof
being the sole responsibility of the Consultant.
3. Qualifications - The Consultant represents that he has all the necessary
--------------
knowledge, experience, abilities, qualifications and contacts to
effectively perform the Services. The Consultant represents that the
Consultant shall provide the Services in such manner as to permit the
Corporation to have full benefit of the Consultant's knowledge,
experience, abilities, qualifications and contacts and to provide the
Services in strict compliance with all applicable laws and
regulations. For greater certainty, the Consultant agrees that none of
the Services will include matters that require the Consultant to be
registered as a dealer under such applicable laws and regulations.
4. Term - This Agreement is effective as of the Effective Date and shall
----
remain in force, subject to Section 10 of this Agreement, for a period
of 12 months.
-3-
5. Compensation - In full consideration of the Consultant's Services
------------
hereunder, the Corporation shall compensate the Consultant as follows:
a. grant non-transferable options to acquire 90,000 common
shares in the capital stock of the Corporation, exercisable
for a period of 5 years from the Effective Date, subject to
vesting. The options shall vest at the end of the first year
following the Effective Date and shall be exercisable at US
$2.55 each. The options shall be granted in the form of
Option Agreement attached hereto as Schedule "A".
6. Confidential Information
------------------------
(1) As used herein the words "Confidential Information" include:
(1) such information as a director, officer or senior employee of the
Corporation may from time to time designate to the Consultant as
being included in the expression "Confidential Information";
(2) any secret or trade secret or know how of the Corporation or any
information relating to the Corporation or to any person, firm or
other entity with which the Corporation does business which is
not known to persons outside the Corporation;
(3) any information, process or idea that is not generally known
outside of the Corporation;
(4) all proprietary and financial information relating to the
Corporation;
(5) all computer programs including algorithms, specifications, flow
charts, listings, source codes and object codes either owned by
the Corporation or to which the Corporation has access and wishes
to keep confidential; and
(6) all investor information and lists owned by the Corporation.
The Consultant acknowledges that the foregoing is intended to be
illustrative and that other Confidential Information may currently
exist or arise in the future.
(2) The Corporation and the Consultant acknowledge and agree that the
relationship between them is one of mutual trust and reliance.
-4-
(3) The Consultant acknowledges that the Consultant may be exposed from
time to time to information and knowledge, including Confidential
Information, relating to all aspects of the business of the
Corporation, the disclosure of any of which to the Corporation's
competitors, customers, or the general public may be highly
detrimental to the best interests of the Corporation.
(4) The Consultant acknowledges that the business of the Corporation
cannot be properly protected from adverse consequences of the actions
of the Consultant other than by restrictions as hereinafter set forth.
(5) The Consultant agrees not to disclose at any time, either during or
after the termination of the Consultant's relationship with the
Corporation, to any person any Confidential Information except as
authorized expressly in writing by a director of the Corporation
unless such Confidential Information has ceased to be confidential.
(6) In the event this Agreement is terminated for any reason whatsoever,
whether by affluxation of time or otherwise, the Consultant shall
forthwith upon such termination return to the Corporation each and
every copy of any Confidential Information (including all notes,
records and documents pertaining thereto) in the possession or under
the control of the Consultant at that time.
7. Use of Consultant's Work - Notwithstanding any other provisions of this
------------------------
Agreement, the Corporation shall not be bound to act on or otherwise
utilize the Consultant's advice or materials produced by the
Consultant in the performance of the Services or in the Consultant's
role as a member of the Corporation's Advisory Board.
8. Compliance with Laws - The Consultant shall in the performance of this
--------------------
Agreement comply with all laws, regulations and orders of the federal
laws of Canada and of the province of Ontario.
9. Independent Contractor - The Consultant shall provide the Services to the
----------------------
Corporation as an independent contractor and not as an employee of the
Corporation and acknowledges that an employer-employee relationship is
not created by this Agreement. The Consultant shall have no power or
authority to bind the Corporation or to assume or create any
obligation or responsibility, expressed or implied, on the
Corporation's behalf, or in its name, nor shall he represent to anyone
that he has such power or authority, except as expressly provided in
this Agreement.
-5-
10. Termination -
-----------
1 This Agreement shall, if not previously terminated as provided
for herein, automatically be determined at the close of business on
June 26, 2001.
2 This Agreement may be terminated by either party hereto at will
upon thirty (30) days' prior written notice given by the terminating
party to the other at any time during the term of this Agreement.
3 This Agreement may be immediately terminated by mutual consent of
the parties at any time during the term of this Agreement.
4 Either or both of the Corporation and the Consultant may
terminate this Agreement in the event that the Corporation or the
Consultant is in material breach of any of the terms or conditions of
the Agreement, if such breach has not been cured within ten (10) days
of service on the Corporation or the Consultant of written notice of
such breach.
5 This Agreement shall be terminated automatically and with
immediate effect if at any time either the Corporation or the
Consultant becomes insolvent or voluntarily or involuntarily bankrupt,
or makes an assignment for the benefit of its or her creditors, or if
the Consultant dies or ceases, directly or indirectly, to be a
shareholder of the Corporation.
6 In no event shall either the Corporation or the Consultant be
under any obligation to renew or extend the term thereof, nor shall
the Corporation or the Consultant be entitled to any termination
payment, compensation or other payment of any nature or kind
whatsoever not specifically provided for in this Agreement when this
Agreement terminates, for whatever cause whether by affluxion of time
or otherwise.
7 In the event of termination, the Consultant shall have thirty
(30) days to exercise any options that have vested. Any options that
have not vested at the date of termination will expire.
11. Assignment - The Consultant shall not assign, transfer, sub-contract or
----------
pledge this Agreement or any rights or the performance of any
obligation arising under this Agreement, without the prior written
consent of the Corporation.
12. Survival - Any terms or conditions of this Agreement by which obligations
--------
of either party are applicable or which extend or may extend beyond
termination of this Agreement (whether expressly or by implication)
shall survive and continue in full force and effect notwithstanding
such termination. Without limitation, the parties acknowledge that
Sections 6 and 10 shall survive termination of this Agreement.
-6-
13. Governing Law - This Agreement and the rights and obligations and relations
-------------
of the parties hereto shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of
Canada applicable therein (but without giving effect to any conflict
of laws rules). The parties hereto agree that the Courts of Ontario
shall have jurisdiction to entertain any action or other legal
proceedings based on any provisions of this Agreement. Each party
hereto does hereby attorn to the jurisdiction of the Courts of the
Province of Ontario.
14. Partial Invalidity - In any provision of this Agreement or the application
------------------
thereof to any person or circumstance shall, to any extent, be invalid
or unenforceable, the remainder of this Agreement, or the application
of such provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected
thereby and each provision of this Agreement shall be valid and
enforced to the fullest extent permitted by law and be independent of
every other provision of this Agreement.
15. Further Assurances - Each party hereto agrees from time to time, subsequent
------------------
to the date hereof, to execute and deliver or cause to be executed and
delivered to the other of them such instruments or further assurances
as may, in the reasonable opinion of the other of them, be necessary
or desirable to give effect to the provisions of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on
the 26/th/ day of June, 2000, with the intention that it shall be effective as
of the date first written above.
SIGNED, SEALED AND DELIVERED )OPUS MINERALS INC.
in the presence of )
)
)Per: ___________________________c/s
) Sandra J. Hall, Secretary
)
)
)
)
)
_________________________________ )________________________________
WITNESS ) Christos Livadas
-7-
SCHEDULE "A"
------------
MEMORANDUM OF AGREEMENT made effective the 26/th/ day of June, 2000.
B E T W E E N:
Opus Minerals Inc.,a corporation incorporated pursuant to the laws
of the Province of Ontario,
(hereinafter called the "Corporation")
OF THE FIRST PART
- and -
Christos Livadas, a consultant to the Corporation,
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS the Corporation is a corporation incorporated under the laws
of the Province of Ontario having an authorized share capital consisting of an
unlimited number of common shares;
AND WHEREAS the Purchaser is a consultant to the Corporation, acting
on the Corporation's Advisory Board to its board of directors;
AND WHEREAS the Corporation has agreed to grant to the Purchaser, for
services to the Advisory Board, options over common shares of the Corporation to
be made available to the Purchaser under the terms of this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other
good and valuable consideration and the sum of two dollars ($2.00) now paid by
the Purchaser to the Corporation (the receipt whereof is hereby acknowledged by
the Corporation), it is agreed by and between the parties hereto as follows:
-8-
16. In this Agreement the term "share" or "shares" shall mean, as the case may
be, one or more common shares in the capital of the Corporation as
constituted at the date of this Agreement.
The Corporation hereby grants to the Purchaser, subject to the terms
and conditions hereinafter set out, an irrevocable option to purchase
90,000 shares of the Corporation (the said free trading issued and
outstanding common shares being hereinafter called the "Optioned
Shares"), at an exercise price of US $2.55 per Optioned Share vesting
at the end of the first year following the Effective Date.
17. The Consultant shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the options hereby granted, with
respect to any or all of the Optioned Shares that have vested, at any
time or from time to time after the date on which they vest and prior
to June 26, 2005 (hereinafter called the "Expiry Date"). On the Expiry
Date the options hereby granted shall forthwith expire and terminate
and be of no further force or effect whatsoever as to such of the
Optioned Shares in respect of which the options hereby granted have
not then been exercised.
18. In the event of the resignation or discharge of the Purchaser as a
consultant to the Corporation prior to the Expiry Date, the vested
portion of the option at the date of resignation or discharge hereby
granted to the Purchaser shall immediately after fourteen (14) days of
the Purchaser ceasing to be a consultant to the Corporation, cease and
terminate and be of no further force or effect whatsoever as to such
of the Optioned Shares in respect of which the Purchaser would have
then been entitled to purchase and such option has not previously been
exercised.
19. If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of
the issued shares of the Corporation is made by a third party or (b)
the Corporation proposes to sell all or substantially all of its
assets and undertaking or to merge, amalgamate or be absorbed by or
into any other company (save and except for a subsidiary or
subsidiaries of the Corporation) under any circumstances which involve
or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination
of its corporate existence, the Corporation shall use its best efforts
to bring such offer or proposal to the attention of the Purchaser as
soon as practicable and (i) the options hereby granted may be
exercised, as to all or any of the Optioned Shares in respect of which
such options have not previously been exercised, by the Purchaser at
any time up to and including (but not after) a date thirty (30) days
following the date of the completion of such sale or prior to the
close of business on the Expiry Date, whichever is the earlier; and
(ii) the Corporation may, at its option, require the acceleration of
the time for the exercise of the said option and of the time for the
fulfilment of any conditions or restrictions on such exercise.
-9-
20. Subject to the provisions of paragraphs 4 and 5 hereof, the options hereby
granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or its legal representative giving a
notice in writing addressed to the Corporation at its principal office
in the City of Toronto, Ontario and delivered to the Secretary of the
Corporation, which notice shall specify therein the number of Optioned
Shares in respect of which such notice is being exercised and shall be
accompanied by payment (by cash or certified cheque) in full of the
purchase price for such number of Optioned Shares so specified
therein. Upon any such exercise of options as aforesaid the
Corporation shall forthwith cause the transfer agent and registrar of
the Corporation to deliver to Purchaser or its legal representative
(or as the Purchaser may otherwise direct in the notice of exercise of
option) within ten (10) days following receipt by the Corporation of
any such notice of exercise of option a certificate or certificates in
the name of the Purchaser or its legal representative representing in
the aggregate such number of Optioned Shares as the Purchaser or its
legal representative shall have then paid.
21. Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those
Optioned Shares in respect of which the Purchaser shall have exercised
its option to purchase hereunder in the manner hereinbefore provided.
22. In the event of any sub-division, re-division or change of the shares of
the Corporation at any time prior to the Expiry Date into greater
number of shares, the Corporation shall deliver at the time of any
exercise thereafter of the option hereby granted such additional
number of shares as would have resulted from such sub-division, re-
division or change if such exercise of the option hereby granted had
been prior to the date of such sub-division, re-division or change.
In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Date into a lesser number of shares,
the number of shares deliverable by the Corporation on any exercise thereafter
of the option hereby granted shall be reduced to such number of shares as would
have resulted from such consolidation or change if such exercise of the option
hereby granted had been prior to the date of such consolidation or change.
-10-
23. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive
dividends or other distributions therefrom or thereon) other than in
respect of Optioned Shares in respect of which the Purchaser shall
have exercised its option to purchase hereunder and which the
Purchaser shall have actually taken up and paid for.
24. Time shall be of the essence of this Agreement.
25. This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and its
successors and assigns. This Agreement shall not be assignable by the
Purchaser or its legal representative.
26. This Agreement shall be construed in accordance with and be governed by the
laws of the Province of Ontario and shall be deemed to have been made
in said Province.
IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto.
SIGNED, SEALED AND DELIVERED ) Opus Minerals Inc.
in the presence of )
)
) By:_______________________________ c/s
) Sandra J. Hall, Secretary
)
)
)
______________________________________ ) __________________________________
Witness ) Christos Livadas
)
)
)
)
EXHIBIT 3.69
CONSULTING AGREEMENT
--------------------
THIS AGREEMENT made as of the 26th day of June, 2000 (the "Effective
Date").
B E T W E E N:
OPUS MINERALS INC., corporation incorporated
under the laws of the Province of Ontario
(hereinafter referred to as the "Corporation")
OF THE FIRST PART
- and -
BEN JOHNSON, a businessperson residing in the
City of Portland, in the Province of Oregon
(hereinafter referred to as the "Consultant")
OF THE SECOND PART
WHEREAS the Consultant has developed certain considerable expertise in
the area of internet commerce and related industries and, in particular, the
expansion and marketing of corporate entities in such business;
WHEREAS the Corporation is engaged in the business of owning and
operating, through its wholly owned subsidiary, the internet investment site
www.investorlinks.com, which provides free portfolio tracking, stock quotes and
charts, a wide and constantly updated variety of daily stock picks, charts,
market analysis and commentary (the "Business");
AND WHEREAS the Corporation desires to obtain and apply the expertise
of the Consultant to the Business by adding the Consultant to the Corporation's
Advisory Board, which has been established to assist the Corporation and its
directors in the development of the Corporation's Business.
-2-
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each of the parties hereto) the parties make the arrangements and
acknowledgements hereinafter set forth:
1. Consulting Services - The Corporation hereby retains the services of the
-------------------
Consultant and the Consultant hereby agrees to provide the consulting
services (the "Services") to the Corporation described in this
Agreement, by acting as a member of the Corporation's Advisory Board,
to provide such Services to benefit determination and implementation
of the Corporation's plans for its Business.
2. Scope of Services - On the Advisory Board, with the obligation of
-----------------
providing advice to the Corporation's Board of Directors concerning
the Business, the Consultant shall present to the best of the
Consultant's ability the Business and profile of the Corporation to
members of the public to maximize the Corporation's public exposure,
together with such other ancillary and related duties as the
Corporation may reasonably require from time to time, and shall commit
such time, effort and attention to the business and affairs of the
Corporation as required to fulfill the Consultant's obligations
hereunder in a professional and competent manner. Without limiting the
generality of the foregoing, the Consultant shall meet with management
of the Corporation to fully familiarize with the Corporation, the
Business and its business plans and shall attend and arrange for such
meetings on behalf of the Corporation as may be necessary to
effectively determine and implement the plans of the Corporation and
the Business in the manner contemplated hereunder. All materials
utilized by the Consultant in carrying out the Services shall be
subject to the prior written consent of the Corporation and the
Consultant acknowledges and agrees it will not utilize any information
about the Corporation or the Business, whether oral or written, if
such information may not be disseminated under applicable laws and
regulations, including, without limiting the generality of the
foregoing, timely disclosure obligations, forward oriented financial
information and insider trading. Any failure by the Consultant to
adhere to these requirements will result in all consequences thereof
being the sole responsibility of the Consultant.
3. Qualifications - The Consultant represents that he has all the necessary
--------------
knowledge, experience, abilities, qualifications and contacts to
effectively perform the Services. The Consultant represents that the
Consultant shall provide the Services in such manner as to permit the
Corporation to have full benefit of the Consultant's knowledge,
experience, abilities, qualifications and contacts and to provide the
Services in strict compliance with all applicable laws and
regulations. For greater certainty, the Consultant agrees that none of
the Services will include matters that require the Consultant to be
registered as a dealer under such applicable laws and regulations.
4. Term - This Agreement is effective as of the Effective Date and shall
----
remain in force, subject to Section 10 of this Agreement, for a period
of 12 months.
-3-
5. Compensation - In full consideration of the Consultant's Services
------------
hereunder, the Corporation shall compensate the Consultant as follows:
a. grant non-transferable options to acquire 45,000 common
shares in the capital stock of the Corporation, exercisable
for a period of 5 years from the Effective Date, subject to
vesting. The options shall vest at the end of the first year
following the Effective Date and shall be exercisable at US
$2.55 each. The options shall be granted in the form of
Option Agreement attached hereto as Schedule "A".
6. Confidential Information
------------------------
(1) As used herein the words "Confidential Information" include:
(1) such information as a director, officer or senior employee of the
Corporation may from time to time designate to the Consultant as
being included in the expression "Confidential Information";
(2) any secret or trade secret or know how of the Corporation or any
information relating to the Corporation or to any person, firm or
other entity with which the Corporation does business which is
not known to persons outside the Corporation;
(3) any information, process or idea that is not generally known
outside of the Corporation;
(4) all proprietary and financial information relating to the
Corporation;
(5) all computer programs including algorithms, specifications, flow
charts, listings, source codes and object codes either owned by
the Corporation or to which the Corporation has access and wishes
to keep confidential; and
(6) all investor information and lists owned by the Corporation.
The Consultant acknowledges that the foregoing is intended to be
illustrative and that other Confidential Information may currently
exist or arise in the future.
(2) The Corporation and the Consultant acknowledge and agree that the
relationship between them is one of mutual trust and reliance.
-4-
(3) The Consultant acknowledges that the Consultant may be exposed from
time to time to information and knowledge, including Confidential
Information, relating to all aspects of the business of the
Corporation, the disclosure of any of which to the Corporation's
competitors, customers, or the general public may be highly
detrimental to the best interests of the Corporation.
(4) The Consultant acknowledges that the business of the Corporation
cannot be properly protected from adverse consequences of the actions
of the Consultant other than by restrictions as hereinafter set forth.
(5) The Consultant agrees not to disclose at any time, either during or
after the termination of the Consultant's relationship with the
Corporation, to any person any Confidential Information except as
authorized expressly in writing by a director of the Corporation
unless such Confidential Information has ceased to be confidential.
(6) In the event this Agreement is terminated for any reason whatsoever,
whether by affluxation of time or otherwise, the Consultant shall
forthwith upon such termination return to the Corporation each and
every copy of any Confidential Information (including all notes,
records and documents pertaining thereto) in the possession or under
the control of the Consultant at that time.
7. Use of Consultant's Work - Notwithstanding any other provisions of this
------------------------
Agreement, the Corporation shall not be bound to act on or otherwise
utilize the Consultant's advice or materials produced by the
Consultant in the performance of the Services or in the Consultant's
role as a member of the Corporation's Advisory Board.
8. Compliance with Laws - The Consultant shall in the performance of this
--------------------
Agreement comply with all laws, regulations and orders of the federal
laws of Canada and of the province of Ontario.
9. Independent Contractor - The Consultant shall provide the Services to the
----------------------
Corporation as an independent contractor and not as an employee of the
Corporation and acknowledges that an employer-employee relationship is
not created by this Agreement. The Consultant shall have no power or
authority to bind the Corporation or to assume or create any
obligation or responsibility, expressed or implied, on the
Corporation's behalf, or in its name, nor shall he represent to anyone
that he has such power or authority, except as expressly provided in
this Agreement.
10. Termination -
-----------
-5-
1 This Agreement shall, if not previously terminated as provided
for herein, automatically be determined at the close of business on
June 26, 2001.
2 This Agreement may be terminated by either party hereto at will
upon thirty (30) days' prior written notice given by the terminating
party to the other at any time during the term of this Agreement.
3 This Agreement may be immediately terminated by mutual consent of
the parties at any time during the term of this Agreement.
4 Either or both of the Corporation and the Consultant may
terminate this Agreement in the event that the Corporation or the
Consultant is in material breach of any of the terms or conditions of
the Agreement, if such breach has not been cured within ten (10) days
of service on the Corporation or the Consultant of written notice of
such breach.
5 This Agreement shall be terminated automatically and with
immediate effect if at any time either the Corporation or the
Consultant becomes insolvent or voluntarily or involuntarily bankrupt,
or makes an assignment for the benefit of its or her creditors, or if
the Consultant dies or ceases, directly or indirectly, to be a
shareholder of the Corporation.
6 In no event shall either the Corporation or the Consultant be
under any obligation to renew or extend the term thereof, nor shall
the Corporation or the Consultant be entitled to any termination
payment, compensation or other payment of any nature or kind
whatsoever not specifically provided for in this Agreement when this
Agreement terminates, for whatever cause whether by affluxion of time
or otherwise.
7 In the event of termination, the Consultant shall have thirty
(30) days to exercise any options that have vested. Any options that
have not vested at the date of termination will expire.
11. Assignment - The Consultant shall not assign, transfer, sub-contract or
----------
pledge this Agreement or any rights or the performance of any
obligation arising under this Agreement, without the prior written
consent of the Corporation.
12. Survival - Any terms or conditions of this Agreement by which obligations
--------
of either party are applicable or which extend or may extend beyond
termination of this Agreement (whether expressly or by implication)
shall survive and continue in full force and effect notwithstanding
such termination. Without limitation, the parties acknowledge that
Sections 6 and 10 shall survive termination of this Agreement.
-6-
13. Governing Law - This Agreement and the rights and obligations and relations
-------------
of the parties hereto shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of
Canada applicable therein (but without giving effect to any conflict
of laws rules). The parties hereto agree that the Courts of Ontario
shall have jurisdiction to entertain any action or other legal
proceedings based on any provisions of this Agreement. Each party
hereto does hereby attorn to the jurisdiction of the Courts of the
Province of Ontario.
14. Partial Invalidity - In any provision of this Agreement or the application
------------------
thereof to any person or circumstance shall, to any extent, be invalid
or unenforceable, the remainder of this Agreement, or the application
of such provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected
thereby and each provision of this Agreement shall be valid and
enforced to the fullest extent permitted by law and be independent of
every other provision of this Agreement.
15. Further Assurances - Each party hereto agrees from time to time, subsequent
------------------
to the date hereof, to execute and deliver or cause to be executed and
delivered to the other of them such instruments or further assurances
as may, in the reasonable opinion of the other of them, be necessary
or desirable to give effect to the provisions of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on
the 26/th/ day of June, 2000, with the intention that it shall be effective as
of the date first written above.
SIGNED, SEALED AND DELIVERED ) OPUS MINERALS INC.
in the presence of )
)
) Per: ____________________________
c/s
) Sandra J. Hall, Secretary
)
)
)
)
_________________________________________ ) _________________________________
WITNESS ) Ben Johnson
-7-
SCHEDULE "A"
------------
MEMORANDUM OF AGREEMENT made effective the 26/th/ day of June, 2000.
B E T W E E N:
Opus Minerals Inc.,a corporation incorporated pursuant to the laws of
the Province of Ontario,
(hereinafter called the "Corporation")
OF THE FIRST PART
- and -
Ben Johnson , a consultant to the Corporation,
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS the Corporation is a corporation incorporated under the laws
of the Province of Ontario having an authorized share capital consisting of an
unlimited number of common shares;
AND WHEREAS the Purchaser is a consultant to the Corporation, acting
on the Corporation's Advisory Board to its board of directors;
AND WHEREAS the Corporation has agreed to grant to the Purchaser, for
services to the Advisory Board, options over common shares of the Corporation to
be made available to the Purchaser under the terms of this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other
good and valuable consideration and the sum of two dollars ($2.00) now paid by
the Purchaser to the Corporation (the receipt whereof is hereby acknowledged by
the Corporation), it is agreed by and between the parties hereto as follows:
-8-
16. In this Agreement the term "share" or "shares" shall mean, as the case may
be, one or more common shares in the capital of the Corporation as
constituted at the date of this Agreement.
The Corporation hereby grants to the Purchaser, subject to the terms
and conditions hereinafter set out, an irrevocable option to purchase
45,000 shares of the Corporation (the said free trading issued and
outstanding common shares being hereinafter called the "Optioned
Shares"), at an exercise price of US $2.55 per Optioned Share vesting
at the end of the first year following the Effective Date.
17. The Consultant shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the options hereby granted, with
respect to any or all of the Optioned Shares that have vested, at any
time or from time to time after the date on which they vest and prior
to June 26, 2005 (hereinafter called the "Expiry Date"). On the Expiry
Date the options hereby granted shall forthwith expire and terminate
and be of no further force or effect whatsoever as to such of the
Optioned Shares in respect of which the options hereby granted have
not then been exercised.
18. In the event of the resignation or discharge of the Purchaser as a
consultant to the Corporation prior to the Expiry Date, the vested
portion of the option at the date of resignation or discharge hereby
granted to the Purchaser shall immediately after fourteen (14) days of
the Purchaser ceasing to be a consultant to the Corporation, cease and
terminate and be of no further force or effect whatsoever as to such
of the Optioned Shares in respect of which the Purchaser would have
then been entitled to purchase and such option has not previously been
exercised.
19. If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of
the issued shares of the Corporation is made by a third party or (b)
the Corporation proposes to sell all or substantially all of its
assets and undertaking or to merge, amalgamate or be absorbed by or
into any other company (save and except for a subsidiary or
subsidiaries of the Corporation) under any circumstances which involve
or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination
of its corporate existence, the Corporation shall use its best efforts
to bring such offer or proposal to the attention of the Purchaser as
soon as practicable and (i) the options hereby granted may be
exercised, as to all or any of the Optioned Shares in respect of which
such options have not previously been exercised, by the Purchaser at
any time up to and including (but not after) a date thirty (30) days
following the date of the completion of such sale or prior to the
close of business on the
-9-
Expiry Date, whichever is the earlier; and (ii) the Corporation may,
at its option, require the acceleration of the time for the exercise
of the said option and of the time for the fulfilment of any
conditions or restrictions on such exercise.
20. Subject to the provisions of paragraphs 4 and 5 hereof, the options hereby
granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or its legal representative giving a
notice in writing addressed to the Corporation at its principal office
in the City of Toronto, Ontario and delivered to the Secretary of the
Corporation, which notice shall specify therein the number of Optioned
Shares in respect of which such notice is being exercised and shall be
accompanied by payment (by cash or certified cheque) in full of the
purchase price for such number of Optioned Shares so specified
therein. Upon any such exercise of options as aforesaid the
Corporation shall forthwith cause the transfer agent and registrar of
the Corporation to deliver to Purchaser or its legal representative
(or as the Purchaser may otherwise direct in the notice of exercise of
option) within ten (10) days following receipt by the Corporation of
any such notice of exercise of option a certificate or certificates in
the name of the Purchaser or its legal representative representing in
the aggregate such number of Optioned Shares as the Purchaser or its
legal representative shall have then paid.
21. Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those
Optioned Shares in respect of which the Purchaser shall have exercised
its option to purchase hereunder in the manner hereinbefore provided.
22. In the event of any sub-division, re-division or change of the shares of
the Corporation at any time prior to the Expiry Date into greater
number of shares, the Corporation shall deliver at the time of any
exercise thereafter of the option hereby granted such additional
number of shares as would have resulted from such sub-division, re-
division or change if such exercise of the option hereby granted had
been prior to the date of such sub-division, re-division or change.
In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Date into a lesser number of shares,
the number of shares deliverable by the Corporation on any exercise thereafter
of the option hereby granted shall be reduced to such number of shares as would
have resulted from such consolidation or change if such exercise of the option
hereby granted had been prior to the date of such consolidation or change.
-10-
23. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive
dividends or other distributions therefrom or thereon) other than in
respect of Optioned Shares in respect of which the Purchaser shall
have exercised its option to purchase hereunder and which the
Purchaser shall have actually taken up and paid for.
24. Time shall be of the essence of this Agreement.
25. This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and its
successors and assigns. This Agreement shall not be assignable by the
Purchaser or its legal representative.
26. This Agreement shall be construed in accordance with and be governed by the
laws of the Province of Ontario and shall be deemed to have been made
in said Province.
IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto.
SIGNED, SEALED AND DELIVERED ) Opus Minerals Inc.
in the presence of )
)
) By:______________________________c/s
) Sandra J. Hall, Secretary
)
)
)
_______________________________________ ) ____________________________________
Witness ) Ben Johnson
)
)
)
)
EXHIBIT 3.69
CONSULTING AGREEMENT
--------------------
THIS AGREEMENT made as of the 26th day of June, 2000 (the "Effective
Date").
B E T W E E N:
OPUS MINERALS INC., corporation incorporated
under the laws of the Province of Ontario
(hereinafter referred to as the "Corporation")
OF THE FIRST PART
- and -
SUZANNE WOOD, a businessperson residing in the
City of Vancouver, in the Province of British
Columbia
(hereinafter referred to as the "Consultant")
OF THE SECOND PART
WHEREAS the Consultant has developed certain considerable expertise in
the area of internet commerce and related industries and, in particular, the
expansion and marketing of corporate entities in such business;
WHEREAS the Corporation is engaged in the business of owning and
operating, through its wholly owned subsidiary, the internet investment site
www.investorlinks.com, which provides free portfolio tracking, stock quotes and
charts, a wide and constantly updated variety of daily stock picks, charts,
market analysis and commentary (the "Business");
AND WHEREAS the Corporation desires to obtain and apply the expertise
of the Consultant to the Business by adding the Consultant to the Corporation's
Advisory Board, which has been established to assist the Corporation and its
directors in the development of the Corporation's Business.
-2-
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each of the parties hereto) the parties make the arrangements and
acknowledgements hereinafter set forth:
1. Consulting Services - The Corporation hereby retains the services of the
-------------------
Consultant and the Consultant hereby agrees to provide the consulting
services (the "Services") to the Corporation described in this
Agreement, by acting as a member of the Corporation's Advisory Board,
to provide such Services to benefit determination and implementation
of the Corporation's plans for its Business.
2. Scope of Services - On the Advisory Board, with the obligation of
-----------------
providing advice to the Corporation's Board of Directors concerning
the Business, the Consultant shall present to the best of the
Consultant's ability the Business and profile of the Corporation to
members of the public to maximize the Corporation's public exposure,
together with such other ancillary and related duties as the
Corporation may reasonably require from time to time, and shall commit
such time, effort and attention to the business and affairs of the
Corporation as required to fulfill the Consultant's obligations
hereunder in a professional and competent manner. Without limiting the
generality of the foregoing, the Consultant shall meet with management
of the Corporation to fully familiarize with the Corporation, the
Business and its business plans and shall attend and arrange for such
meetings on behalf of the Corporation as may be necessary to
effectively determine and implement the plans of the Corporation and
the Business in the manner contemplated hereunder. All materials
utilized by the Consultant in carrying out the Services shall be
subject to the prior written consent of the Corporation and the
Consultant acknowledges and agrees it will not utilize any information
about the Corporation or the Business, whether oral or written, if
such information may not be disseminated under applicable laws and
regulations, including, without limiting the generality of the
foregoing, timely disclosure obligations, forward oriented financial
information and insider trading. Any failure by the Consultant to
adhere to these requirements will result in all consequences thereof
being the sole responsibility of the Consultant.
3. Qualifications - The Consultant represents that he has all the necessary
--------------
knowledge, experience, abilities, qualifications and contacts to
effectively perform the Services. The Consultant represents that the
Consultant shall provide the Services in such manner as to permit the
Corporation to have full benefit of the Consultant's knowledge,
experience, abilities, qualifications and contacts and to provide the
Services in strict compliance with all applicable laws and
regulations. For greater certainty, the Consultant agrees that none of
the Services will include matters that require the Consultant to be
registered as a dealer under such applicable laws and regulations.
4. Term - This Agreement is effective as of the Effective Date and shall
----
remain in force, subject to Section 10 of this Agreement, for a period
of 12 months.
-3-
5. Compensation - In full consideration of the Consultant's Services
------------
hereunder, the Corporation shall compensate the Consultant as follows:
a. grant non-transferable options to acquire 45,000 common
shares in the capital stock of the Corporation, exercisable
for a period of 5 years from the Effective Date, subject to
vesting. The options shall vest at the end of the first year
following the Effective Date and shall be exercisable at US
$2.55 each. The options shall be granted in the form of
Option Agreement attached hereto as Schedule "A".
6. Confidential Information
------------------------
(1) As used herein the words "Confidential Information" include:
(1) such information as a director, officer or senior employee of the
Corporation may from time to time designate to the Consultant as
being included in the expression "Confidential Information";
(2) any secret or trade secret or know how of the Corporation or any
information relating to the Corporation or to any person, firm or
other entity with which the Corporation does business which is
not known to persons outside the Corporation;
(3) any information, process or idea that is not generally known
outside of the Corporation;
(4) all proprietary and financial information relating to the
Corporation;
(5) all computer programs including algorithms, specifications, flow
charts, listings, source codes and object codes either owned by
the Corporation or to which the Corporation has access and wishes
to keep confidential; and
(6) all investor information and lists owned by the Corporation.
The Consultant acknowledges that the foregoing is intended to be
illustrative and that other Confidential Information may currently
exist or arise in the future.
(2) The Corporation and the Consultant acknowledge and agree that the
relationship between them is one of mutual trust and reliance.
-4-
(3) The Consultant acknowledges that the Consultant may be exposed from
time to time to information and knowledge, including Confidential
Information, relating to all aspects of the business of the
Corporation, the disclosure of any of which to the Corporation's
competitors, customers, or the general public may be highly
detrimental to the best interests of the Corporation.
(4) The Consultant acknowledges that the business of the Corporation
cannot be properly protected from adverse consequences of the actions
of the Consultant other than by restrictions as hereinafter set forth.
(5) The Consultant agrees not to disclose at any time, either during or
after the termination of the Consultant's relationship with the
Corporation, to any person any Confidential Information except as
authorized expressly in writing by a director of the Corporation
unless such Confidential Information has ceased to be confidential.
(6) In the event this Agreement is terminated for any reason whatsoever,
whether by affluxation of time or otherwise, the Consultant shall
forthwith upon such termination return to the Corporation each and
every copy of any Confidential Information (including all notes,
records and documents pertaining thereto) in the possession or under
the control of the Consultant at that time.
7. Use of Consultant's Work - Notwithstanding any other provisions of this
------------------------
Agreement, the Corporation shall not be bound to act on or otherwise
utilize the Consultant's advice or materials produced by the
Consultant in the performance of the Services or in the Consultant's
role as a member of the Corporation's Advisory Board.
8. Compliance with Laws - The Consultant shall in the performance of this
--------------------
Agreement comply with all laws, regulations and orders of the federal
laws of Canada and of the province of Ontario.
9. Independent Contractor - The Consultant shall provide the Services to the
----------------------
Corporation as an independent contractor and not as an employee of the
Corporation and acknowledges that an employer-employee relationship is
not created by this Agreement. The Consultant shall have no power or
authority to bind the Corporation or to assume or create any
obligation or responsibility, expressed or implied, on the
Corporation's behalf, or in its name, nor shall he represent to anyone
that he has such power or authority, except as expressly provided in
this Agreement.
10. Termination -
-----------
1 This Agreement shall, if not previously terminated as provided
for herein, automatically be determined at the close of business on
June 26, 2001.
2 This Agreement may be terminated by either party hereto at will
upon thirty (30) days' prior written notice given by the terminating
party to the other at any time during the term of this Agreement.
3 This Agreement may be immediately terminated by mutual consent of
the parties at any time during the term of this Agreement.
4 Either or both of the Corporation and the Consultant may
terminate this Agreement in the event that the Corporation or the
Consultant is in material breach of any of the terms or conditions of
the Agreement, if such breach has not been cured within ten (10) days
of service on the Corporation or the Consultant of written notice of
such breach.
5 This Agreement shall be terminated automatically and with
immediate effect if at any time either the Corporation or the
Consultant becomes insolvent or voluntarily or involuntarily bankrupt,
or makes an assignment for the benefit of its or her creditors, or if
the Consultant dies or ceases, directly or indirectly, to be a
shareholder of the Corporation.
6 In no event shall either the Corporation or the Consultant be
under any obligation to renew or extend the term thereof, nor shall
the Corporation or the Consultant be entitled to any termination
payment, compensation or other payment of any nature or kind
whatsoever not specifically provided for in this Agreement when this
Agreement terminates, for whatever cause whether by affluxion of time
or otherwise.
7 In the event of termination, the Consultant shall have thirty
(30) days to exercise any options that have vested. Any options that
have not vested at the date of termination will expire.
11. Assignment - The Consultant shall not assign, transfer, sub-contract or
----------
pledge this Agreement or any rights or the performance of any
obligation arising under this Agreement, without the prior written
consent of the Corporation.
12. Survival - Any terms or conditions of this Agreement by which obligations
--------
of either party are applicable or which extend or may extend beyond
termination of this Agreement (whether expressly or by implication)
shall survive and continue in full force and effect notwithstanding
such termination. Without limitation, the parties acknowledge that
Sections 6 and 10 shall survive termination of this Agreement.
-6-
13. Governing Law - This Agreement and the rights and obligations and relations
-------------
of the parties hereto shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of
Canada applicable therein (but without giving effect to any conflict
of laws rules). The parties hereto agree that the Courts of Ontario
shall have jurisdiction to entertain any action or other legal
proceedings based on any provisions of this Agreement. Each party
hereto does hereby attorn to the jurisdiction of the Courts of the
Province of Ontario.
14. Partial Invalidity - In any provision of this Agreement or the application
------------------
thereof to any person or circumstance shall, to any extent, be invalid
or unenforceable, the remainder of this Agreement, or the application
of such provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected
thereby and each provision of this Agreement shall be valid and
enforced to the fullest extent permitted by law and be independent of
every other provision of this Agreement.
15. Further Assurances - Each party hereto agrees from time to time, subsequent
------------------
to the date hereof, to execute and deliver or cause to be executed and
delivered to the other of them such instruments or further assurances
as may, in the reasonable opinion of the other of them, be necessary
or desirable to give effect to the provisions of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on
the 26/th/ day of June, 2000, with the intention that it shall be effective as
of the date first written above.
SIGNED, SEALED AND DELIVERED ) OPUS MINERALS INC.
in the presence of )
)
) Per: ____________________________________
c/s
) Romaine Gilliland, President & CEO
)
)
)
)
)
___________________________________ )___________________________________
WITNESS ) Suzanne Wood
-7-
SCHEDULE "A"
------------
MEMORANDUM OF AGREEMENT made effective the 26/th/ day of June, 2000.
B E T W E E N:
Opus Minerals Inc.,a corporation incorporated pursuant to the laws
of the Province of Ontario,
(hereinafter called the "Corporation")
OF THE FIRST PART
- and -
SuzanNe Wood, a consultant to the Corporation,
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS the Corporation is a corporation incorporated under the laws
of the Province of Ontario having an authorized share capital consisting of an
unlimited number of common shares;
AND WHEREAS the Purchaser is a consultant to the Corporation, acting
on the Corporation's Advisory Board to its board of directors;
AND WHEREAS the Corporation has agreed to grant to the Purchaser, for
services to the Advisory Board, options over common shares of the Corporation to
be made available to the Purchaser under the terms of this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other
good and valuable consideration and the sum of two dollars ($2.00) now paid by
the Purchaser to the Corporation (the receipt whereof is hereby acknowledged by
the Corporation), it is agreed by and between the parties hereto as follows:
-8-
16. In this Agreement the term "share" or "shares" shall mean, as the case may
be, one or more common shares in the capital of the Corporation as
constituted at the date of this Agreement.
The Corporation hereby grants to the Purchaser, subject to the terms
and conditions hereinafter set out, an irrevocable option to purchase
45,000 shares of the Corporation (the said free trading issued and
outstanding common shares being hereinafter called the "Optioned
Shares"), at an exercise price of US $2.55 per Optioned Share vesting
at the end of the first year following the Effective Date .
17. The Consultant shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the options hereby granted, with
respect to any or all of the Optioned Shares that have vested, at any
time or from time to time after the date on which they vest and prior
to June 26, 2005 (hereinafter called the "Expiry Date"). On the Expiry
Date the options hereby granted shall forthwith expire and terminate
and be of no further force or effect whatsoever as to such of the
Optioned Shares in respect of which the options hereby granted have
not then been exercised.
18. In the event of the resignation or discharge of the Purchaser as a
consultant to the Corporation prior to the Expiry Date, the vested
portion of the option at the date of resignation or discharge hereby
granted to the Purchaser shall immediately after fourteen (14) days of
the Purchaser ceasing to be a consultant to the Corporation, cease and
terminate and be of no further force or effect whatsoever as to such
of the Optioned Shares in respect of which the Purchaser would have
then been entitled to purchase and such option has not previously been
exercised.
19. If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of
the issued shares of the Corporation is made by a third party or (b)
the Corporation proposes to sell all or substantially all of its
assets and undertaking or to merge, amalgamate or be absorbed by or
into any other company (save and except for a subsidiary or
subsidiaries of the Corporation) under any circumstances which involve
or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination
of its corporate existence, the Corporation shall use its best efforts
to bring such offer or proposal to the attention of the Purchaser as
soon as practicable and (i) the options hereby granted may be
exercised, as to all or any of the Optioned Shares in respect of which
such options have not previously been exercised, by the Purchaser at
any time up to and including (but not after) a date thirty (30) days
following the date of the completion of such sale or prior to the
close of business on the
-9-
Expiry Date, whichever is the earlier; and (ii) the Corporation may,
at its option, require the acceleration of the time for the exercise
of the said option and of the time for the fulfilment of any
conditions or restrictions on such exercise.
20. Subject to the provisions of paragraphs 4 and 5 hereof, the options hereby
granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or its legal representative giving a
notice in writing addressed to the Corporation at its principal office
in the City of Toronto, Ontario and delivered to the Secretary of the
Corporation, which notice shall specify therein the number of Optioned
Shares in respect of which such notice is being exercised and shall be
accompanied by payment (by cash or certified cheque) in full of the
purchase price for such number of Optioned Shares so specified
therein. Upon any such exercise of options as aforesaid the
Corporation shall forthwith cause the transfer agent and registrar of
the Corporation to deliver to Purchaser or its legal representative
(or as the Purchaser may otherwise direct in the notice of exercise of
option) within ten (10) days following receipt by the Corporation of
any such notice of exercise of option a certificate or certificates in
the name of the Purchaser or its legal representative representing in
the aggregate such number of Optioned Shares as the Purchaser or its
legal representative shall have then paid.
21. Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those
Optioned Shares in respect of which the Purchaser shall have exercised
its option to purchase hereunder in the manner hereinbefore provided.
22. In the event of any sub-division, re-division or change of the shares of
the Corporation at any time prior to the Expiry Date into greater
number of shares, the Corporation shall deliver at the time of any
exercise thereafter of the option hereby granted such additional
number of shares as would have resulted from such sub-division, re-
division or change if such exercise of the option hereby granted had
been prior to the date of such sub-division, re-division or change.
In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Date into a lesser number of shares,
the number of shares deliverable by the Corporation on any exercise thereafter
of the option hereby granted shall be reduced to such number of shares as would
have resulted from such consolidation or change if such exercise of the option
hereby granted had been prior to the date of such consolidation or change.
-10-
23. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive
dividends or other distributions therefrom or thereon) other than in
respect of Optioned Shares in respect of which the Purchaser shall
have exercised its option to purchase hereunder and which the
Purchaser shall have actually taken up and paid for.
24. Time shall be of the essence of this Agreement.
25. This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and its
successors and assigns. This Agreement shall not be assignable by the
Purchaser or its legal representative.
26. This Agreement shall be construed in accordance with and be governed by the
laws of the Province of Ontario and shall be deemed to have been made
in said Province.
IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto.
SIGNED, SEALED AND DELIVERED ) Opus Minerals Inc.
in the presence of )
)
) By:____________________________________c/s
) Romaine Gilliland, President & CEO
)
)
)
___________________________________)___________________________________________
Witness ) Suzanne Wood
)
)
)
)
EXHIBIT 3.69
CONSULTING AGREEMENT
--------------------
THIS AGREEMENT made as of the 26th day of June, 2000 (the "EFFECTIVE
DATE").
B E T W E E N:
OPUS MINERALS INC., corporation incorporated under the laws of
the Province of Ontario
(hereinafter referred to as the "CORPORATION")
OF THE FIRST PART
- and -
JOSEPH CARUSONE, a businessperson residing in the City of
Toronto in the Province of Ontario
(hereinafter referred to as the "CONSULTANT")
OF THE SECOND PART
WHEREAS the Consultant has developed certain considerable expertise in
the area of internet commerce and related industries and, in particular, the
expansion and marketing of corporate entities in such business;
WHEREAS the Corporation is engaged in the business of owning and
operating, through its wholly owned subsidiary, the internet investment site
www.investorlinks.com, which provides free portfolio tracking, stock quotes and
charts, a wide and constantly updated variety of daily stock picks, charts,
market analysis and commentary (the "BUSINESS");
AND WHEREAS the Corporation desires to obtain and apply the expertise
of the Consultant to the Business by adding the Consultant to the Corporation's
Advisory Board, which has been established to assist the Corporation and its
directors in the development of the Corporation's Business.
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each of the parties hereto) the parties make the arrangements and
acknowledgements hereinafter set forth:
-2-
1. CONSULTING SERVICES - The Corporation hereby retains the services of the
Consultant and the Consultant hereby agrees to provide the consulting
services (the "Services") to the Corporation described in this
Agreement, by acting as a member of the Corporation's Advisory Board,
to provide such Services to benefit determination and implementation
of the Corporation's plans for its Business.
2. SCOPE OF SERVICES - On the Advisory Board, with the obligation of
providing advice to the Corporation's Board of Directors concerning
the Business, the Consultant shall present to the best of the
Consultant's ability the Business and profile of the Corporation to
members of the public to maximize the Corporation's public exposure,
together with such other ancillary and related duties as the
Corporation may reasonably require from time to time, and shall
commit such time, effort and attention to the business and affairs of
the Corporation as required to fulfill the Consultant's obligations
hereunder in a professional and competent manner. Without limiting
the generality of the foregoing, the Consultant shall meet with
management of the Corporation to fully familiarize with the
Corporation, the Business and its business plans and shall attend and
arrange for such meetings on behalf of the Corporation as may be
necessary to effectively determine and implement the plans of the
Corporation and the Business in the manner contemplated hereunder.
All materials utilized by the Consultant in carrying out the Services
shall be subject to the prior written consent of the Corporation and
the Consultant acknowledges and agrees it will not utilize any
information about the Corporation or the Business, whether oral or
written, if such information may not be disseminated under applicable
laws and regulations, including, without limiting the generality of
the foregoing, timely disclosure obligations, forward oriented
financial information and insider trading. Any failure by the
Consultant to adhere to these requirements will result in all
consequences thereof being the sole responsibility of the Consultant.
3. QUALIFICATIONS - The Consultant represents that he has all the necessary
knowledge, experience, abilities, qualifications and contacts to
effectively perform the Services. The Consultant represents that the
Consultant shall provide the Services in such manner as to permit the
Corporation to have full benefit of the Consultant's knowledge,
experience, abilities, qualifications and contacts and to provide the
Services in strict compliance with all applicable laws and
regulations. FOR GREATER CERTAINTY, THE CONSULTANT AGREES THAT NONE
OF THE SERVICES WILL INCLUDE MATTERS THAT REQUIRE THE CONSULTANT TO
BE REGISTERED AS A DEALER UNDER SUCH APPLICABLE LAWS AND REGULATIONS.
4. TERM - This Agreement is effective as of the Effective Date and shall
remain in force, subject to Section 10 of this Agreement, for a
period of 12 months.
5. COMPENSATION - In full consideration of the Consultant's Services
hereunder, the Corporation shall compensate the Consultant as
follows:
-3-
a. grant non-transferable options to acquire 45,000 common
shares in the capital stock of the Corporation, exercisable
for a period of 5 years from the Effective Date, subject to
vesting. The options shall vest at the end of the first year
following the Effective Date and shall be exercisable at US
$2.55 each. The options shall be granted in the form of
Option Agreement attached hereto as Schedule "A".
6. CONFIDENTIAL INFORMATION
(1) As used herein the words "Confidential Information" include:
(1) such information as a director, officer or senior employee of
the Corporation may from time to time designate to the
Consultant as being included in the expression "Confidential
Information";
(2) any secret or trade secret or know how of the Corporation or any
information relating to the Corporation or to any person, firm
or other entity with which the Corporation does business which
is not known to persons outside the Corporation;
(3) any information, process or idea that is not generally known
outside of the Corporation;
(4) all proprietary and financial information relating to the
Corporation;
(5) all computer programs including algorithms, specifications, flow
charts, listings, source codes and object codes either owned by
the Corporation or to which the Corporation has access and
wishes to keep confidential; and
(6) all investor information and lists owned by the Corporation.
The Consultant acknowledges that the foregoing is intended to be
illustrative and that other Confidential Information may currently
exist or arise in the future.
(2) The Corporation and the Consultant acknowledge and agree that the
relationship between them is one of mutual trust and reliance.
(3) The Consultant acknowledges that the Consultant may be exposed from
time to time to information and knowledge, including Confidential
Information, relating to all aspects of the business of the
Corporation, the disclosure of any of which to the Corporation's
competitors, customers, or the general public may be highly
detrimental to the best interests of the Corporation.
-4-
(4) The Consultant acknowledges that the business of the Corporation
cannot be properly protected from adverse consequences of the actions
of the Consultant other than by restrictions as hereinafter set
forth.
(5) The Consultant agrees not to disclose at any time, either during or
after the termination of the Consultant's relationship with the
Corporation, to any person any Confidential Information except as
authorized expressly in writing by a director of the Corporation
unless such Confidential Information has ceased to be confidential.
(6) In the event this Agreement is terminated for any reason whatsoever,
whether by affluxation of time or otherwise, the Consultant shall
forthwith upon such termination return to the Corporation each and
every copy of any Confidential Information (including all notes,
records and documents pertaining thereto) in the possession or under
the control of the Consultant at that time.
7. USE OF CONSULTANT'S WORK - Notwithstanding any other provisions of this
Agreement, the Corporation shall not be bound to act on or otherwise
utilize the Consultant's advice or materials produced by the
Consultant in the performance of the Services or in the Consultant's
role as a member of the Corporation's Advisory Board.
8. COMPLIANCE WITH LAWS - The Consultant shall in the performance of this
Agreement comply with all laws, regulations and orders of the federal
laws of Canada and of the province of Ontario.
9. INDEPENDENT CONTRACTOR - The Consultant shall provide the Services to the
Corporation as an independent contractor and not as an employee of
the Corporation and acknowledges that an employer-employee
relationship is not created by this Agreement. The Consultant shall
have no power or authority to bind the Corporation or to assume or
create any obligation or responsibility, expressed or implied, on the
Corporation's behalf, or in its name, nor shall he represent to
anyone that he has such power or authority, except as expressly
provided in this Agreement.
10. TERMINATION -
1 This Agreement shall, if not previously terminated as provided for
herein, automatically be determined at the close of business on
June 26, 2001.
-5-
2 This Agreement may be terminated by either party hereto at will upon
thirty (30) days' prior written notice given by the terminating party
to the other at any time during the term of this Agreement.
3 This Agreement may be immediately terminated by mutual consent of the
parties at any time during the term of this Agreement.
4 Either or both of the Corporation and the Consultant may terminate
this Agreement in the event that the Corporation or the Consultant is
in material breach of any of the terms or conditions of the
Agreement, if such breach has not been cured within ten (10) days of
service on the Corporation or the Consultant of written notice of
such breach.
5 This Agreement shall be terminated automatically and with immediate
effect if at any time either the Corporation or the Consultant
becomes insolvent or voluntarily or involuntarily bankrupt, or makes
an assignment for the benefit of its or her creditors, or if the
Consultant dies or ceases, directly or indirectly, to be a
shareholder of the Corporation.
6 In no event shall either the Corporation or the Consultant be under
any obligation to renew or extend the term thereof, nor shall the
Corporation or the Consultant be entitled to any termination payment,
compensation or other payment of any nature or kind whatsoever not
specifically provided for in this Agreement when this Agreement
terminates, for whatever cause whether by affluxion of time or
otherwise.
7 In the event of termination, the Consultant shall have thirty (30)
days to exercise any options that have vested. Any options that have
not vested at the date of termination will expire.
11. ASSIGNMENT - The Consultant shall not assign, transfer, sub-contract or
pledge this Agreement or any rights or the performance of any
obligation arising under this Agreement, without the prior written
consent of the Corporation.
12. SURVIVAL - Any terms or conditions of this Agreement by which obligations
of either party are applicable or which extend or may extend beyond
termination of this Agreement (whether expressly or by implication)
shall survive and continue in full force and effect notwithstanding
such termination. Without limitation, the parties acknowledge that
Sections 6 and 10 shall survive termination of this Agreement.
13. GOVERNING LAW - This Agreement and the rights and obligations and relations
of the parties hereto shall be governed by and construed in
accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable therein (but without giving effect to any
conflict of laws rules). The parties
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hereto agree that the Courts of Ontario shall have jurisdiction to
entertain any action or other legal proceedings based on any
provisions of this Agreement. Each party hereto does hereby attorn to
the jurisdiction of the Courts of the Province of Ontario.
14. PARTIAL INVALIDITY - In any provision of this Agreement or the application
thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the
application of such provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be
affected thereby and each provision of this Agreement shall be valid
and enforced to the fullest extent permitted by law and be
independent of every other provision of this Agreement.
15. FURTHER ASSURANCES - Each party hereto agrees from time to time, subsequent
to the date hereof, to execute and deliver or cause to be executed
and delivered to the other of them such instruments or further
assurances as may, in the reasonable opinion of the other of them, be
necessary or desirable to give effect to the provisions of this
Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on
the 26th day of June, 2000, with the intention that it shall be effective as of
the date first written above.
SIGNED, SEALED AND DELIVERED )OPUS MINERALS INC.
in the presence of )
)
)Per:_______________________________c/s
) Sandra J. Hall, Secretary
)
)
)
)
)
)
______________________________ )______________________________________
WITNESS )Joseph Carusone
SCHEDULE "A"
------------
MEMORANDUM OF AGREEMENT made effective the 26th day of June, 2000.
B E T W E E N:
OPUS MINERALS INC.,a corporation incorporated pursuant to the laws
of the Province of Ontario,
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(hereinafter called the "CORPORATION")
OF THE FIRST PART
-and -
JOSEPH CARUSONE, a consultant to the Corporation,
(hereinafter called the "PURCHASER")
OF THE SECOND PART
WHEREAS the Corporation is a corporation incorporated under the laws
of the Province of Ontario having an authorized share capital consisting of an
unlimited number of common shares;
AND WHEREAS the Purchaser is a consultant to the Corporation, acting
on the Corporation's Advisory Board to its board of directors;
AND WHEREAS the Corporation has agreed to grant to the Purchaser, for
services to the Advisory Board, options over common shares of the Corporation to
be made available to the Purchaser under the terms of this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other
good and valuable consideration and the sum of two dollars ($2.00) now paid by
the Purchaser to the Corporation (the receipt whereof is hereby acknowledged by
the Corporation), it is agreed by and between the parties hereto as follows:
16. In this Agreement the term "share" or "shares" shall mean, as the case may
be, one or more common shares in the capital of the Corporation as
constituted at the date of this Agreement.
The Corporation hereby grants to the Purchaser, subject to the terms
and conditions hereinafter set out, an irrevocable option to purchase
45,000 shares of the Corporation (the said free trading issued and
outstanding common shares being hereinafter called the "OPTIONED
SHARES"), at an exercise price of US $2.55 per Optioned Share vesting
at the end of the first year following the Effective Date.
-8-
17. The Consultant shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the options hereby granted, with
respect to any or all of the Optioned Shares that have vested, at any
time or from time to time after the date on which they vest and prior
to June 26, 2005 (hereinafter called the "EXPIRY DATE"). On the
Expiry Date the options hereby granted shall forthwith expire and
terminate and be of no further force or effect whatsoever as to such
of the Optioned Shares in respect of which the options hereby granted
have not then been exercised.
18. In the event of the resignation or discharge of the Purchaser as a
consultant to the Corporation prior to the Expiry Date, the vested
portion of the option at the date of resignation or discharge hereby
granted to the Purchaser shall immediately after fourteen (14) days
of the Purchaser ceasing to be a consultant to the Corporation, cease
and terminate and be of no further force or effect whatsoever as to
such of the Optioned Shares in respect of which the Purchaser would
have then been entitled to purchase and such option has not
previously been exercised.
19. If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all
of the issued shares of the Corporation is made by a third party or
(b) the Corporation proposes to sell all or substantially all of its
assets and undertaking or to merge, amalgamate or be absorbed by or
into any other company (save and except for a subsidiary or
subsidiaries of the Corporation) under any circumstances which
involve or may involve or require the liquidation of the Corporation,
a distribution of its assets among its shareholders, or the
termination of its corporate existence, the Corporation shall use its
best efforts to bring such offer or proposal to the attention of the
Purchaser as soon as practicable and (i) the options hereby granted
may be exercised, as to all or any of the Optioned Shares in respect
of which such options have not previously been exercised, by the
Purchaser at any time up to and including (but not after) a date
thirty (30) days following the date of the completion of such sale or
prior to the close of business on the Expiry Date, whichever is the
earlier; and (ii) the Corporation may, at its option, require the
acceleration of the time for the exercise of the said option and of
the time for the fulfilment of any conditions or restrictions on such
exercise.
20. Subject to the provisions of paragraphs 4 and 5 hereof, the options hereby
granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or its legal representative giving a
notice in writing addressed to the Corporation at its principal
office in the City of Toronto, Ontario and delivered to the Secretary
of the Corporation, which notice shall specify
-9-
therein the number of Optioned Shares in respect of which such notice
is being exercised and shall be accompanied by payment (by cash or
certified cheque) in full of the purchase price for such number of
Optioned Shares so specified therein. Upon any such exercise of
options as aforesaid the Corporation shall forthwith cause the
transfer agent and registrar of the Corporation to deliver to
Purchaser or its legal representative (or as the Purchaser may
otherwise direct in the notice of exercise of option) within ten (10)
days following receipt by the Corporation of any such notice of
exercise of option a certificate or certificates in the name of the
Purchaser or its legal representative representing in the aggregate
such number of Optioned Shares as the Purchaser or its legal
representative shall have then paid.
21. Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those
Optioned Shares in respect of which the Purchaser shall have
exercised its option to purchase hereunder in the manner hereinbefore
provided.
22. In the event of any sub-division, re-division or change of the shares of
the Corporation at any time prior to the Expiry Date into greater
number of shares, the Corporation shall deliver at the time of any
exercise thereafter of the option hereby granted such additional
number of shares as would have resulted from such sub-division, re-
division or change if such exercise of the option hereby granted had
been prior to the date of such sub-division, re-division or change.
In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Date into a lesser number of shares,
the number of shares deliverable by the Corporation on any exercise thereafter
of the option hereby granted shall be reduced to such number of shares as would
have resulted from such consolidation or change if such exercise of the option
hereby granted had been prior to the date of such consolidation or change.
23. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive
dividends or other distributions therefrom or thereon) other than in
respect of Optioned Shares in respect of which the Purchaser shall
have exercised its option to purchase hereunder and which the
Purchaser shall have actually taken up and paid for.
24. Time shall be of the essence of this Agreement.
-10-
25. This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and its
successors and assigns. This Agreement shall not be assignable by the
Purchaser or its legal representative.
26. This Agreement shall be construed in accordance with and be governed by the
laws of the Province of Ontario and shall be deemed to have been made
in said Province.
IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto.
SIGNED, SEALED AND DELIVERED )OPUS MINERALS INC.
in the presence of )
)
)By:__________________________________c/s
) Sandra J. Hall, Secretary
)
)
)
)
_____________________________ )______________________________________
Witness ) Joseph Carusone
)
)
)
)