THIS CONSULTING AGREEMENT made as of the 1st day of December 1998
BETWEEN: INFOCAST CORPORATION
(hereinafter referred to as the "Corporation")
OF THE FIRST PART
- and -
THREE HUNDRED & SIXTY DEGREES INC.
(hereinafter referred to as the "Consultant"
OF THE SECOND PART
WHEREAS the Corporation wishes to retain the Consultant as an investor relations
and financial consultant for its business and financial operations and the
Consultant has agreed to provide such services to the Corporation. NOW THEREFORE
THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and
agreements herein contained and for other good and valuable consideration, it is
hereby agreed by and between the parties as follows:
ARTICLE 1.
Definitions
1.1 "Consulting Services" shall mean the corporate and financial planning
services relating to the business and services of the Corporation to be provided
by the Consultant, and in particular but without restricting the generality of
the foregoing, means the providing of advice and assistance in connection with
the business of the Corporation.
1.2 The terms "subsidiaries", "associates" and "affiliated corporations" shall
have the meanings ascribed thereto in the Business Corporations Act (Ontario).
ARTICLE 2.
Engagement of the Consultant and Its Duties
2.1 The Corporation hereby engages the services of the Consultant and the
Consultant hereby accepts the engagement of its services by the Corporation,
subject to the terms and conditions hereinafter contained.
2.2 The Consultant shall provide the Consulting Services to the corporation in
such manner as the Corporation and the Consultant may reasonably agree, and
shall, devote such of its time as
is necessary to properly manage the affairs of the Corporation, and all its
efforts, skills, attention and energies during that time to the performance of
its duties as herein set forth.
2.3 The Corporation acknowledges that it is aware of the Consultant's many
outside activities, duties and financial interests and agrees that the
performance of such activities and duties and involvement of such financial
interests will not be construed as a breach of this Agreement, provided that the
Consultant provides the Consulting Services on a basis which does not impair the
activities and business interests of either the Corporation or the Consultant.
2.4 The Corporation agrees to co-operate with the Consultant and to provide such
information, financial records and documents as may facilitate the performance
of the Consulting Services by the Consultant.
2.5 The term of this Agreement shall commence on the 1st day of December, 1998
for a period of thirteen (13) months ending on December 31st, 1999 and may be
terminated earlier by either party giving fifteen (15) days prior written notice
to the other party that it wishes to terminate this Agreement.
2.6 The Consultant may be dismissed by the Corporation without notice on the
happening of any of the following events, namely;
(a) if Cliff Jones is found mentally incompetent;
(b) if the consultant becomes bankrupt or suspends payment or
compounds with their creditors or makes an authorized
assignment under the Bankruptcy Act or is declared insolvent;
or
(c) for just cause if the Consultant violates any of the
provisions of this Agreement or fails to properly fulfill the
duties of the Consultant's engagement hereunder.
ARTICLE 3.
Compensation
3.1 The Corporation agrees to pay the Consultant, in consideration of the
provision by the Consultant of the Consulting Services of the Corporation, the
following compensation:
(a) Four thousand dollars ($4,000.00) per month paid on the last
business day of each month;
(b) An option to purchase _____________ shares of InfoCast
Corporation at a price of _______________ per share until
December 31, 2000.
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(c) In the event the Corporation wishes to retain the services of
the Consultant beyond December 31, 1999 it will do so on terms
and conditions negotiated between the parties at that time.
ARTICLE 4.
Compensation
4.1 The Consultant shall not disclose, during the term of this Agreement or at
any time thereafter, any information concerning the business and affairs of the
corporation or its subsidiaries, affiliated corporations or associates which it
may have learned while providing the Consulting Services, to any person not an
officer or Director of the Corporation other than in the proper discharge of its
duties under this Agreement and it shall not use, for its own purpose or for any
purpose other than that of the Corporation, either during the continuance of its
engagement under this Agreement or at any time thereafter, any information it
may have acquired, or may acquire, in or relation to the business of the
Corporation, its subsidiaries, affiliated corporations or associates.
ARTICLE 5.
Miscellaneous
5.1 Any notice required or permitted to be given hereunder shall be given by
hand delivery, facsimile transmission or by registered mail, postage prepaid,
addressed to the parties at their respective address set forth below:
(a) If to the Corporation: InfoCast Corporation
1 Richmond St. West
Suite 901
Toronto, Ontario
Telecopier No.: 416-867-9320
(b) If to Consultant 181 University Ave.
Suite 2110
Toronto, Ontario
M5H 3M7
Telecopier No.: 416-366-1890
and any such notices given by hand delivery or by facsimile transmission shall
be deemed to have been received on the date of delivery or transmission and if
given by prepaid registered mail, shall be deemed to have been received on the
third business day immediately following the date of mailing. The parties shall
be entitled to give notice of changes of address from time to time in the manner
hereinbefore provided for the giving of notice.
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5.2 This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario.
5.3 Time shall be of the essence of this Agreement.
5.4 The provisions of this Agreement shall enure to the benefit of and be
binding upon the Corporation and the Consultant and their respective successors
and assigns. This Agreement shall not be assignable by the Consultant.
5.5 This Agreement constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties hereto in connection with the subject
matter hereof. No supplement, modification, waiver or termination of this
Agreement shall be binding, unless executed in writing by the parties to be
bound thereby.
5.6 The Consultant acknowledges having been advised to obtain independent legal
advice and acknowledges either having obtained independent legal advice or
having waived the right to independent legal advice.
IN WITNESS WHEREOF this Agreement has been executed by the parties
SIGNED, SEALED AND DELIVERED ) InfoCast Corporation
)
)
)
) Per: /s/ A.T. Griffis
) A.T. Griffis
)
)
) THREE HUNDRED & SIXTY DEGREES
) INC.
)
)
) Per: /s/ Cliff A. Jones
) Cliff A. Jones
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