CONSULTING AGREEMENT
This Agreement is made and entered into as of March 22, 1999 by and
between INFOCAST CORPORATION, a Nevada corporation (the "Company") and Thompson
Kernaghan & Co. Limited ("Consultant").
WHEREAS, the Company is engaged in the business of electronic content
delivery and information management, and
WHEREAS, the Company wishes to engage the services of the Consultant
pursuant to the terms of this Agreement, and
WHEREAS, the Consultant wishes to be engaged by the Company pursuant to
the terms hereof, it is
NOW THEREFORE AGREED AS FOLLOWS:
1. Engagement of Consultant. The Company does hereby engage the
Consultant and the Consultant hereby accepts the engagement, pursuant to the
term of this Agreement.
2. Services. Services to be provided to the Company by the Consultant
are set forth on Schedule A hereto ("Services"). The Consultant will devote so
much time to the business of the Company as necessary and appropriate in order
to provide the Services. It is understood that no minimum number of hours will
be required of the Consultant.
3. Term. The Term of this Agreement shall be for a period of 1 years,
commencing on the date hereof.
4. Compensation. In full compensation for all of Services to be
rendered to the Company hereunder, the Company shall issue to the Consultant
upon execution of this
Agreement, 60,000 shares (the "Shares") of the Company's common stock, $.01 par
value (the "Common Stock").
The Consultant represents and warrants that it is acquiring the Shares
for its own account for investment purposes only; that it has no present
intention of selling or otherwise disposing of the Shares or any part thereof;
that it will not transfer the Shares in violation of the securities laws of the
United States; that it is familiar with the business operations, management and
financial conditions and affairs of the Company. The Consultant further confirms
that it has been advised that the Shares have not been registered under the
Securities Act of 1933, as amended, and that the Consultant has consulted with
and been advised by counsel as to the restrictions on resale to which the Shares
will thereby be subject.
5. Confidentiality. It is acknowledged by the Consultant that in
providing its services hereunder the Consultant will be privy to all
confidential and proprietary information of the Company The Consultant agrees
that it shall hold all information of the Company in its possession which is not
publicly disseminated, in confidence and as proprietary to the benefit of the
Company. The Consultant shall take such steps as it deems appropriate in order
to protect the confidentiality of such information. The Consultant shall not,
without the prior written approval of the Company, directly or indirectly,
solicit, raid, entice, or induce any person who presently is or shall be, an
employee, director or officer of the Company or any of its affiliates to become
employed by the Consultant or any of its affiliates.
6. Full Agreement of Parties. This Agreement shall constitute the full
understanding of the parties. Any modification hereof shall be enforceable only
if made in writing and executed by the party against whom such modification is
sought.
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7. Assignability. This Agreement and the rights hereunder may not be
assigned by either party (except by operation of law) without the prior written
consent of the other.
8. Notices. Any notice or other communication between the parties
hereto shall be sent by certified or registered mail, postage prepaid, if to the
Company, addressed to it at 1 Richmond Street West, Suite 901, Toronto, Ontario
M5H 2V2, Attention: [ ], or if to the Consultant, addressed to it at 365 Bay
Street, Toronto, Ontario M5H 2V2, Attention: [ ], or to such address as may
hereafter be designated in writing by one party to the other. Such notice or
other communication shall be deemed to be given on the date of receipt.
9. Independent Contractor. It is agreed that the Consultant is an
independent contractor vis-a-vis the Company and shall have no authority to
execute instruments on behalf of the Company.
10. Governing Law. This Agreement shall be governed by the laws of the
State of Nevada, without giving effect to conflicts of laws rules of such state.
11. Expenses. Subject to the prior approval of the Company and upon
receipt of appropriate supporting documentation, the Company shall reimburse the
Consultant for any and all reasonable out-of-pocket expenses incurred by the
Consultant in connection with services rendered by the Consultant to the Company
pursuant to this Agreement. Expenses payable by the Company under this Section
11 shall not include allocable overhead expenses of the Consultant, including
but not limited to, secretarial charges and rent.
12. Counterparts. This Agreement may be executed in more than one
counterpart with the same effect as if the parties executing the several
counterparts had each executed one counterpart.
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INFOCAST CORPORATION
By:
Name:
Title:
Agreed and Accepted as of the date
first written above: March 22, 1999
THOMSON KERNAGHAN & CO. LIMITED
By: /s/ Mark Valentine
----------------------------
Name: Mark Valentine
Title: Exec. V.P. & Director
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SCHEDULE A
TO AGREEMENT DATED AS OF MARCH __, 1999
BETWEEN INFOCAST CORPORATION
AND
THOMSON KERNAGHAN & CO. LIMITED
The Consultant shall confer with the Company and its senior officers in
respect of:
1. Providing financial consulting services and advice
pertaining to the Company's business affairs.
2. Providing sponsorship and exposure in connection with
the dissemination of corporate information regarding
the Company to the investment community at large
under a systematic planned approach.
3. Rendering advice and assistance in connection with
the preparation of annual and interim reports and
press releases.
4. Assisting in the Company's financial public
relations, including discussions between the Company
and the financial community.
5. Rendering advice with respect to any acquisition
program of the Company.
6. Rendering advice regarding a future public or private
offering of securities of the Company or any
subsidiary.
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