Exhibit 10.10
SHARE PURCHASE AGREEMENT
THIS AGREEMENT made effective as of the 1st day of January 1998.
AMONG:
IT STAFFING LTD., a corporation incorporated and subsisting under the
laws of the Province of Ontario (hereinafter called "IT")
AND:
JOHN IRWIN, an individual residing in the Town of Markham, in the
Province of Ontario (hereinafter called the "Vendor")
AND:
INTERNATIONAL CAREER SPECIALISTS LTD., a corporation incorporated and
subsisting under the laws of the Province of Ontario (hereinafter
called "ICS").
AREAS:
The Vendor is the legal and beneficial owner of 100% of the issued and
outstanding shares in capital stock of ICS.
IT desires to acquire, on the terms and conditions as set forth below,
100% of the issued and outstanding shares in the capital stock of ICS.
The Vendor desires to sell, on the terms and in the manner set forth
below, 100% of the issued and outstanding shares in the capital stock of ICS.
The Vendor, as a consequence of the payment of the purchase price will
become a significant shareholder of IT.
NOW THEREFORE THIS AGREEMENT STATES THAT in consideration of the
premises set forth above, the mutual covenants and agreements and such other
good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
DEFINITIONS
Capitalized terms defined in the Employment Agreement or the Share
Option Agreement, and not otherwise defused in this Agreement, shall have the
same meanings where used in this Agreement. Where used in this Agreement the
following terms shall have the following meanings:
(a) "Affiliate" means any person, firm or corporation (excepting the IT)
who, directly or indirectly through other corporations, or trusts,
has any interest, other than by way of pledge, in any of the
outstanding shares of IT and any firm or corporation controlled,
directly or indirectly through other corporations, firm or trusts, by
any one or more of such persons and any person who is related by blood
relationship, marriage or adoption to any such person;
(b) "Closing Conditions" means, collectively, the IT Conditions and the
Vendor Conditions;
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(c) "Employment Agreement" means the Employment Agreement of even date
herewith between ICS, as employer, and the Vendor, as employee, in the
fortn attached as Schedule "A" hereto;
(d) "Issue Date" means the date of completion of any Public Offering;
(e) "Public Offering" has the meaning ascribed thereto in the Share Option
Agreement;
(f) "Securities" means, collectively, the ICS Shares and the IT Shares;
(g) "Share Option Agreement" means the Share Option Agreement of even date
herewith between the Vendor, as optionee, and IT, as optionor;
(h) "Target Date" means the earliest of the following dates:
July 29. 1999; and
any date on which:
(A) IT ceases to carry on its business; or
(B) IT makes a general assignment for the benefit of its
creditors or a proposal under the Bankruptcy and
Insolvency Act or is declared bankrupt or a receiver
is appointed for IT and such appointment is not
stayed within 10 business days thereof, or a
proposal or plan of arrangement or restructuring
under any applicable laws relating to bankruptcy
and/or insolvency, or any similar laws is made by or
for it; or
(C) an order is made, or an elective resolution is passed
by IT, for the winding-up, liquidation or dissolution
of IT.
2. PURCRASE OF SHARES
(a) Closing. Closing of the transactions contemplated under this
Agreement shall occur at the offices of IT on May 15, 1998, or
such later date as all the parties might agree in writing (the
"Closing Date"), provided, however, that closing shall not in
any event occur at any date later than May 26, 1998, after
which date this Agreement shall (if closing has not occurred)
be deemed tenti'mated and of no furdier force or effect and
the Deposit deemed forfeited.
(b) Purchase Price, in aggregate, is $ 1,000,000 paid as follows:
(i) the aggregate purchase price for 50% of the
issued and outstanding shares in the capital
stock of ICS is $500,000 and is to be paid
as follows:
(A) a non-refundable deposit (the "Deposit") in the sum
of $30,000, by cheque;and
(B) on closing, a further $470,000 by certified cheque.
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the aggregate price for 50% of the issued and outstanding
shares in the capital stock of ICS is $5,500,000 and is to be
paid and satisfied:
(A) by IT's issuing to the Vendor on the Closing Date,
from treasury, 100,000 common shares in the capital
stock of IT.
(c) Delivery of share certification. On the Closing Date: the
Vendor shall deliver to IT share certificates represent
100% of the issued and outstanding shares in ICS (the "ICS
Shares"), duly endorsed in blank for transfer to IT; and
IT shall deliver to the Vendor share certificates
representing 100,000 common shares in the capital of IT
(the "IT Shares"), duly authorized, issued and registered
in IT's corporate minute books/ledgers in the name of
the Vendor.
3. SPECIAL RIGHTS OF VENDOR.
At any time on or within 90 days following any Target Date, and if as
at such date no Public Offering has been completed, the Vendor may at his option
(exercised by written notice however to IT) exercise any one or more of the
following rights, hereby granted to it:
(a) to require IT to purchase from the Vendor all its IT Shares,
in consideration of a purchase price of either (at the option
of IT):
the return to the Vendor, free and clear of all
encumbrances, charges or claims of any kind 50% of the
ICS Shares originally purchased by IT from the Vendor
pursuant to this Agreement; or
$100,000, paid by certified cheque;
(b) to terminate his employment under the Employment Agreement and
to require IT, and ICS to release and discharge the Vendor of
any obligations on its part to be performed or observed under
any of this Agreement, any Transaction Documents or any other
agreements binding on it, existing otherwise by law based on
any of the Vendor's employment, appointment as director or
officer or otherwise, or its status at any relevant time as a
fiduciary or as a holder or former holder of any shares in
either IT or ICS, or otherwise applicable to the Vendor in any
capacity whatsoever, to refrain from freely competing directly
or indirectly, in any manner, with ICS or IT, or from
soliciting third parties (including without limitation any
customers or former customers of ICS), to the fullest extent
as though the Vendor had never sold the ICS Shares to IT and
the tmmactions contemplated under the Transaction Documents
never occurred, and each of IT and ICS shall be deemed to have
consented to such matters upon the date of delivery by the
Vendor of any notice under this Section invoking this right;
in such event, IT and ICS shall be deemed further to have
consented to the Vendor's using thereafter in a competing
business any business name or style at any time previously
used by ICS, including without limitation the names
"International Career Specialists Ltd." and "ICS", and if so
requested by the Vendor, ICS and IT shall effect a change
(non-continuing) to ICS's corporate name and any required
business styles.
4. FILING ELECTIONS.
The Vendor and IT shall elect in prescribed form and manner to have
the provisions of subsection 85(1) of the Income Tax Act (Canada) apply to the
transfer of the ICS Shares, and shall deliver the same to Revenue Canada,
Taxation within the time period prescribed under such Act.
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CONDUCT OF BUSINESS.
Interim Operation fom January I st, 1998 until the Target Date:
(a) the Vendor and ICS shall conduct their respective businesses
in the ordinary course, completely autonomously, and 'm a
manner consistent with the Employment Agreement, and they
shall not make any material change in the customary terms and
conditions upon which they historically did business unless
otherwise agreed in writing between IT and the Vendor, with
the following exception:
That John Armstrong of ICS shall be offered a VP title within ICS, a role of
increased responsibility, an annual bonus of one half of one per cent of the
total Production (as such term is defmed in the Employment Agreement) of ICS,
and stock options in IT equal to 50% of this annual bonus;and
(b) the Vendor and ICS shall use their best efforts to preserve
the business organization and goodwill of the suppliers,
staff, customers and Business of ICS, provided that the
Vendor's obligations in this regard shall be as set forth in
the Employment Agreement.
6. VENDOR COVENANTS.
The Vendor hereby covenants that
(a) it shall not take any action or omission which will in any way
delay or prevent the completion of this transaction on the
Closing Date;
(b) all bonuses (other dm any bonuses relating to Asset Proceeds,
or Bonuses as defined in and payable to the Vendor under the
Employment Agreement) are to be forgiven by ICS on closing,
(c) it shall cause the owner of ICS's business premises (in
respect of which ICS is currently in occupation) forthwith
after execution and delivery of this Agreement to enter into a
formal commercial lease (a "Premises Lease") with IT or with
ICS. Said lease will have a 3 year term at rents of
$5,000/month, which rent terms shall apply in respect of an
periods of occupation prior to execution and delivery of such
lease. Other Premises Lease terms shall be as settled between
the parties, consistent otherwise with ICS's past use and
occupation of the premises, and IT shall prepare and submit to
the owner a draft document for this purpose within 10 days of
the date of execution hereof;
(d) ICS will be responsible for its' own share of professional
fees relating to this acquisition; and
(e) it shall keep all details of this Agreement strictly
confidential.
7. IT REPRESENTATIONS AND WARRANTIES.
IT hereby represents to and in favour of the Vendor that the
following statements are and will be true and correct on and as
at the Closing Date:
(a) IT is a corporation duly incorporated and organized and is a
valid and subsisting corporation under the laws of Ontario and
has all necessary corporate power and authority to carried on
by it;
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(b) IT has the power, full legal right and corporate authority to
enter into, execute and deliver this Agreement, the Employment
Agreement and the Share Option Agreement (collectively, the
"Transaction Documents") and to do all acts and things and
execute and deliver all documents and instruments as are
required hereunder and thereunder to be done, observed or
performed by it in accordance with the terms thereof;
(c) IT has taken all necessary corporate action to authorize the
creation, execution, delivery and performance of the
Transaction Documents and none of the foregoing requires or
will require the consent or approval of any person except such
as has already been obtained and is in full force and effect
nor is any such action in contravention of or in conflict with
its charter or by-laws or resolutions of its directors or
shareholders, the provisions of any statute or regulation or
the terms and provisions of any mortgage, indenture, contract
agreement, instrument, judgment, decree or order to which IT
is a party or by which it or any of its properties or assets
are or may become bound;
(d) each of the Transaction Documents, constitutes a valid and
legally binding obligation of IT enforceable against it in
accordance with its terms;
(e) the IT Shares have been duly and validly issued as fully
paid and non-assessable shares by IT to the Vendor; forms
of share certificates representing the IT Shares have been
validly adopted by IT and the share certificates delivered
to the Vendor have been validly executed and delivered
under the corporate seal of IT by proper officers of IT
duly authorized in that behalf;
(g) the by-laws of IT as enacted by its board of directors are
consistent in all material respects, and do not conflict in
any material way with the provisions of the Transaction
Documents;
(h) attached as Schedule "C" hereto are true copies of IT's
Articles of Incorporation (the "IT Articles"); and
(i) IT is a Canadian-controlled private corporation, within the
meaning of such term as referenced in Section 248 of the
Income Tax Act (Canada).
8. IT COVENANTS:
IT hereby covenants that:
(a) it will be responsible for its' own share of professional fees
relating to this acquisition, which for this purpose shall
include all accounting fees charged from and after April 15,
1998, by Nathan Feiner;
(b) it will be responsible for filing all financial statements and
applicable tax returns subsequent to the Closing Date;
(c) no changes will be made to the commission structure of ICS's
consultants or bank signing authorities before the Issue Date
without the express written consent of the Vendor;
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(d) no changes will be made to the time to time for ICS
consultant's commission payouts, between when the applicable
cheque is received by ICS from the customer and when the ICS
consultant's commission is paid, currently at a maximum of 72
hours;
(e) it shall indemnify the Vendor from any clause, damages and
legal actions that could occur after the Closing Date;
(f) it shall keep all details of this Agreement strictly
confidential;
(g) it shall not, without the prior written consent of the Vendor
cause or permit, at any time prior to the Issue Date:
(h) any amendment to the IT Articles, other than any amendment
made in anticipation of the Public Offering strictly to remove
any private company restrictions and/or requirements for
d'uector's consent to share transfers;
(i) the taking by ICS of any proceedings with a view to the
dissolution, winding-up or termination of the corporate
existence of ICS;
(j) the creation or assumption after the date hereof of any
mortgage, pledge, charge or other encumbrance on or the
creation of any security interest in any of the Excluded
ICS Assets;
(k) any material change in the undertaking of the business or
operations of ICS;
(l) the making by ICS of any agreements with any of the parties or
any Affiliate of IT not in the ordinary course of business; or
(m) the assumption by ICS of liability for the obligations of any
third party other than IT.
9. VENDOR REPRESENTATIONS AND WARRANTIES.
The Vendor represents and warrants to and in favour of IT that the
following statements are true and correct on and as of the Closing Date:
(a) it has not been induced into entering into this Agreement by
oral or written representation or promises except as to this
Agreement or any other document referenced in this Agreement
to which it is a party;
(b) it is not now and will not be on Closing Date a non-resident
as defined in the Income Tax Act (Canada);
(c) there is no material information or knowledge which has been
withheld from IT relating to ICS which, if known, would cause
the purchaser to alter his decision to purchase the ICS
Shares;
(d) from November 1, 1997, other than the purchase and subsequent
sale of the Pahn Harbor, Florida house, or other transactions,
bonuses, dividends and/or divestitures by or on behalf of ICS
referenced in this Agreement, there are no out of the ordinary
transactions affecting ICS, including but not limited to,
declaration or payment of dividends and payment of declared
bonuses other dm a payment up to a maximum of $100,000 over
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and above the employment contract as a bonus payment;
(e) IT is relying on the October 31st 1997 financial
statements, copies of which are attached as Schedule "B"
hereto; the Vendor is the beneficial owner of the ICS
Shares with good and marketable title thereto, free and
clear of any mortgage, charge, pledge, security interest
lien, demand or other encumbrance whatsoever;
(g) the Vendor has the right to sell and offer the ICS Shares free
and clear of any mortgage, charge, pledge, security interest,
lien, demand or other encumbrance whatsoever, all in
accordance with the terms of this Agreement and no person,
firm or corporation (other than the Purchaser) has any
agreement or option for the purchase or acquisition of the ICS
Shares from the Vendor;
(h) the share certificates representing the ICS Shares were
duly and validly issued by ICS, and have been validly
executed and delivered under the corporate seal of ICS by
proper officers of ICS duly authorized in that behalf; and
the by-laws of ICS enacted by its board of directors are
consistent in all material respects, and do not conflict in
any material way with the provisions of the Transaction
Documents.
10. EXCLUDED ICS ASSETS.
IT acknowledges that with its consen@ ICS will, prior to the Closing Date
dispose of (and pay out the net proceeds thereof ("Asset Proceeds") to the
Vendor, by way of dividend or bonus) the following assets (collectively the
"Excluded ICS Assets"):
(a) Florida (Pahn Harbor) property (the "Excluded Real Property");
(b) investment in 1242541 Ontario Ltd.;
(c) ICS Stocks/Mutual fund investments with Midland Walwyn of
$71,000 (approximate); and
(d) 1993 Jeep Cherokee; and
(e) pay out to the Vendor, by way of bonus or dividend up to
$ 100,000 of cash in ICS's account.
These assets will not, in any event form part of this transaction, whether or
not they have been disposed of as of the Closing Date, and the parties shall
make appropriate adjustments in the event that any of same is not disposed of
prior to the Closing Date. IT shall cause ICS to pay out to the Vendor by way
of bonus any Asset Proceeds not rendered paid out or distributed prior to the
Closing Date. Any Asset Proceeds received by ICS shall be held in escrow for
the Vendor and shall be immediately thereupon paid over to the Vendor.
IT CLOSING CONDITIONS.
The obligations of the IT hereunder to Purchase the ICS Shares on the
Closing Date is subject to compliance with the following conditions precedent
(the "IT Conditions"), it being agreed that such conditions precedent are for
the exclusive benefit of IT:
(a) the representations and warranties of the Vendor contained
in this Agreement or any other, Transaction Documents shall be
true and correct on and as at the Closing Date;
(b) all the Transaction Documents and other closing documents as
are contemplated hereby or as are reasonable and appropriate
in the circumstances shall have been executed and delivered by
each of the parties thereto; and
(c) the Vendor shall have complied with its covenants hereunder.
12. VENDOR CLOSING CONDITIONS.
The obligations of the Vendor hereunder to sell the ICS Shares on the
Closing Date is subject to compliance with the following conditions
precedent (the "Vendor Conditions"), it being agreed that such
conditions precedent are for the exclusive benefit of the Vendor:
(a) the representations and warranties of IT contained in this
Agreement or any other Transaction Documents shall be true and
correct on and as at the Closing Date;
(b) the IT Articles shall be in form and substance satisfactory to
the Vendor, acting reasonably;
(c) all the Transaction Documents and other closing documents as
are contemplated hereby or as are reasonable and appropriate
in the circumstances shall have been executed and delivered by
each of the parties thereto;
(d) in the event that the Excluded Real Property is not disposed
of by ICS prior to the Closing Date, the Vendor and IT shall
have entered into an arrangement satisfactory to both of them
for the purchase of beneficial ownership of the Excluded Real
Property from the Vendor; and
(e) IT shall have complied with its covenants hereunder.
13. CONFIDENTIALITY.
IT, ICS and the Vendor agree that any information obtained during
examination of the fmancial records and/or other legal documentation is
confidential and warrant that any such information will not be transmitted to
anyone other than their respective advisors.
14. SEVERABIILITY.
If any term, representation or condition of this Agreement is
determined invalid or to any extent unenforceable, that provision insofar as it
related to that party or circumstances shall be deemed not to be included herein
and the balance of this Agreement shall remain in full force and effect and
continue to be binding upon the parties hereto.
15. SECTIONS AND HEADINGS.
The division of this Agreement into Articles and Sections and the
insertion of headings are for the convenience of reference only and shall not
affect the construction or interpretation of this Agreement. The terms "this
Agreement", "hereof", "hereunder" and similar expressions refer to this
Agreement and not to any particular Article, Section or other portion hereof and
include any agreement or instrument supplemental or ancillary hereto. Unless
something in the subject matter or context is inconsistent therewith, references
herein to Articles and
9
Sections are to Articles and Sections of this Agreement.
16. TIME PERIOD.
Time shall be of the essence of this Agreement. When calculating the
period of time within which or following which any act is to be done or step
take, pursuant to this Agreement, the date which is the reference date in
calculating such period shall be excluded.
17. EXTENDED MEANINGS.
Words importing the singular number only shall include the plural and
vice versa and words importing gender shall include masculine, feminine and
neuter genders.
18. CANADIAN DOLLARS.
Unless otherwise provided herein, all monetary amounts set forth in
this Agreement are in Canadian dollars.
19. NOTICES.
Any notices required or permitted to be given hereunder shall be in
writing and may be given by delivering same or sending same by facsimile
addressed to:
(a) the Vendor at: 38 Shady Lane Crescent
Itomhill, ON L3T 3W7
Attention: Mr. John Irwin
Facsimile No.: (905) 707-9941;
(b) IT at: c/o Mr. Declan French
IT Staffing Ltd.
55 University Avenue, Suite 505
Toronto, ON M5H 3L9
Facsimile No.: (416) 364-2424;
with copy to ICS; and
(c) ICS at: c/o Mr. John Irwin
International Career Specialists Ltd.
1041 McNicoll Avenue
Scarborough, ON M I W 3W6
Facsimile No.: (416) 942-0341
with copy to IT.
Any such notice if sent by facsimile shall be deemed to have been
received by the addressee on the day following the day of which the
notice was so sent. Any party to this Agreement may change its or his
address for notice from time to time by notice given in accordance with
the foregoing and any subsequent notice shall be sent to the party at
its or his changed address.
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20. FURTHER DOCUMENTS.
Subject to the satisfaction of all Closing Conditions, this Agreement
shall operate as a transfer, assignment and delivery by each transferor to each
transferee of the Securities, as applicable, (effective on the Closing Date),
but nevertheless each party hereto covenants with the others of them to execute
all such further documents and perform such other acts as may be requisite or
necessary to carry out the purpose and intent of this Agreement.
21. SURVIVAL.
Any representation, warranty or covenant contained in this Agreement
made by a party hereto, and the rights of the Vendor under Section 3, shall
survive the Closing Date and shall continue in full force and effect thereafter
for a period of three years from the Closing Date except for the Vendor's
representation and warranty in Section 9(f) which shall survive indefinitely.
22. AMENDMENT.
This Agreement may not be amended except by a written instrument
signed by all the parties hereto.
IN WITNESS WHEREOF the parties hereto have duly executed this
Agreement as of the 19th day of May, 1998.
International Career Specialists Ltd.
/s/ John Irwin
---------------------------
John Irwin
IT Staffing Ltd.
/s/ Declan French
---------------------------
President
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SCHEDULE "A"
EMPLOYMENT AGREEMENT
THIS AGREEMENT dated as of January 1,1998 by and between
INTERNATIONAL CAREER SPECIALISTS LTD., a corporation incorporated under the laws
of the Province of Ontario, (the "Company") and JOHN IRWIN, an individual
residing in the Town of Markham in the Province of Ontario (the "Executive").
FOR VALUE RECEIVED by each of the parties hereto, receipt and
sufficiency of which is hereby acknowledged by each of them, it is hereby agreed
as follows:
1. As from January 1, 1998 (the "Commencement Date") the Executive shall be
employed by the Company under the terms of this agreement. This Agreement shall
be conditional, and shall become effective, as of the Commencement Date, upon
the completion of the purchase by IT STAFFING LTD. ("IT") of all the issued and
outstanding shares in the capital of the Company under that certain Share
Purchase Agreement dated as of January 1, 1998.
2. The Company shall employ the Executive and the Executive shall continue to
hold office and serve the Company as President and Chief Executive Officer (the
"Appointment"). The Executive shall during the course of his employment
hereunder perform the duties and exercise the powers consistent with the
Appointment, including the making (subject to the terms hereof) of all
management decisions affecting generally the Company, and those specific matters
which may from time to time be reasonably assigned to or vested in him by the
Board of Directors of the Company (the "Board") and shall from time to time give
to the Board all such information regarding such matters as it shall require and
implement and apply the policy of the Company as set forth by the Board from
time to time, provided that:
(a) during the period from the Commencement Date to and including the
date on which the shares in the capital of IT are listed on a
recognized stock exchange or quoted on a national quotation system
(a "Public Offering"), the Executive shall not without the consent
of IT make any material change in the customary terms or conditions
upon which the Company has historically (i.e., prior to its
acquisition by IT) done business, and shall otherwise apply his
reasonable best efforts (consistent otherwise with the nature of the
Appointment) to preserve the business organization and the goodwill
of the suppliers, staff, customers and business of the Company and
to continue upon such terms and conditions to build such business;
and
(b) the Executive not, without obtaining the specific approval of the
Board, do any of the following on behalf of the Company:
(i) incur any single capital expenditure exceeding $25,000;
(ii) hire any employee at a salary exceeding S75,000 per annum,
(iii) open any new branch offices;
(iv) make any material change in the undertaking of the business of
the Company; or
(v) enter into any agreements or other obligations with any person
otherwise than in the ordinary course of the business of the
Company.
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3. The Appointment shall continue for a period of 3 years from the Commencement
Date (the "Contract Period"), during which the Company shall not be entitled to
terminate the Executive's employment except in accordance with and upon the
occurrence of any of the events or causes specified in Section 9.
4. (a) The Company shall pay to the Executive during the continuance of his
employment hereunder a salary at the rate of Cdn.$200,O0O per annum
(the "Salary"), to accrue from day to day and be payable (by direct
deposit to the Executive's designated bank account) in equal
bi-weekly instalments in arrears on the last day of each bi-weckly
period;
(b) the Company shall provide to the Executive:
(i) an automobile and cellular phone allowance of Cdn.$1,000 per
month; and
(ii) a corporate American Express card, to be used by the Executive
for business expenses;
(c) the Company shall pay to the Executive a bonus (the "Bonus") of 2%
of Production in each of the Company's fiscal quarters (a
"Quarter"). The first payment date for purposes hereof shall be July
1,1998, in respect of the Quarter ending on June 30, 1998.
"Production" for purposes of the Bonus, and in respect of any
Quarter, shall mean the aggregate of the following amounts:
(i) total full time placement fees (exclusive of GST), before tax,
billed by the Company in such Quarter; and
(ii) total spread, representing pre-tax profit to the Company, for
such Quarter, in respect of all billable hours of contract
placements and consulting fees;
in each case as determined (such determination to be conclusive in
the absence of manifest error) by the Company's accountants in
accordance with generally accepted accounting principles, for each
such Quarter, and within 7 days of the end of any such Quarter. The
Executive's right to receive Bonus payments from the Company shall
continue in full force and effect for a period of one full year
after the date upon which his employment hereunder ceases, whether
as the result of the expiry of the term hereof or his earlier
resignation or termination, provided that such entitlement shall
cease and determine upon his becoming employed by or otherwise
directly or indirectly interested or concerned in any business,
company or firm carrying on a business in the Province of Ontario or
any other jurisdiction in which the Company may be carrying on
business which is competitive with the business carried on by the
Company (otherwise than through the Executive's holding or being
beneficially interested in any class of securities in any company if
such class of securities is listed on any recognized stock exchange
and the Executive neither holds nor is beneficially interested in
more than a total of ten per cent of all securities of that class);
and
(d) in order to induce him to enter into this Employment Agreement, the
Company shall procure the granting to the Executive by IT,
contemporaneously herewith, by IT of an option to acquire additional
shares in the capital of IT, in the form attached as Schedule "A"
hereto.
5. The Company shall also pay to the Executive (on production of such evidence
as the Company may reasonably require) the amount of all hotel, travelling and
other expenses reasonably and properly incurred by him in the discharge of his
duties contemplated hereunder.
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6. Subject to Section 9 and to the production of satisfactory evidence from a
registered medical practitioner in respect of any period of absence in excess of
90 consecutive days, the Executive shall be paid in full during any period of
absence from work due to sickness or injury.
7. The Executive shall be entitled to 6 weeks holiday with pay in every calendar
year in addition to recognized public holidays. The entitlement to holiday (and
on termination of employment to holiday pay in lieu of holiday) accrues pro rata
throughout each calendar year of employment.
8 (a) Subject to his rights under the Share Purchase Agreement of even
date herewith between the Executive, as vendor and IT, as purchaser
of shares in the Company (the "SPA"), the Executive shall not,
either during the continuance of his employment hereunder, except so
far as necessary in the performance of his duties or thereafter,
without the consent in writing of the Board being first obtained,
divulge to any person and shall use his best endeavours to prevent
the publication or disclosure of any information concerning the
business, accounts, finances, dealings, transactions or affairs of
the Company which has or may come to his knowledge during the course
of his employment hereunder or during any previous service with the
Company; and
(b) the Executive shall not, during the continuance of his employment
directly or indirectly be interested or concerned in any business,
company or firm carrying on a business in the Province of Ontario or
any other jurisdiction in which the Company may, from to time,
conduct business which is competitive with the business carried on
by the Company or IT, provided that nothing herein contained shall
prevent the Executive from being the holder of or from being
beneficially interested in any class of securities in any company if
such class of securities is listed on any recognized stock exchange
and the Executive neither holds nor is beneficially interested in
more than a total of ten per cent of all securities of that class.
9. The Executive's employment is guaranteed for the entirety of the Contract
Period, without restrictions, provided however that is the Executive shall:
(a) die;
(b) be adjudged or declared bankrupt or shall take advantage of any
statute for the time being in force offering relief for insolvent
debtors; or
(c) become a person whose person or estate is liable to be dealt with
under the law relating to mental health; or
(d) otherwise become or be unable substantially to perform his duties
hereunder by reason of ill-health, accident or otherwise for a
period or periods aggregating at least 180 days in any period of 12
consecutive months;
than the Company may in any such case by written notice to the Executive (or his
representative, as applicable) forthwith terminate his employment hereunder, but
no notice under subsection (c) of this Section shall be given by the Company to
the Executive after the expiration of three calendar months from the end of any
such periods or periods aggregating at least 180 days.
10. Any notice in writing required or permitted to be given to the Executive
hereunder shall be sufficiently given if delivered to him personally or if
mailed by registered mail to the Executive's last home address of which the
Company has notice. Any notice in writing required or permitted to be given to
the Company hereunder shall be sufficiently given if delivered or mailed by
registered mail to the Company at its head office c/o Mr. Declan French, IT
Staffing Ltd., 55 University Avenue, Suite 505, Toronto, ON M5H 3L9. Any such
-4-
notices mailed as aforesaid shall be deemed to have been received on the fifth
business day following the date of the mailing. Any address for the giving of
notices hereunder may be changed by notice in writing in the manner provided in
this Section for the giving of notices.
11. This agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario.
12. This agreement shall ensure to the benefit of and be binding upon the heirs,
executors, administrators and legal personal representative of the Executive and
the successors and assigns of the Company.
13. Other than the other agreements contemplated expressly herein, each of even
date herewith (collectively, the "Transaction Agreements"), this agreement
constitutes and contains the entire and only agreement among the parties
relating to the matters described herein and supersedes and cancels any and all
previous agreements and understandings between all or any of the parties
relative hereto. Any and all prior and contemporaneous negotiations, memoranda
of understanding or position, and preliminary drafts and prior versions of this
Agreement whether signed or unsigned, between the parties leading up to the
execution hereof shall not be used by any party to construe the terms or affect
the validity of this Agreement. There are no representations, inducements,
promises, understandings, conditions or warranties express, implied or
statutory, between the parties other than as expressly set forth in this
Agreement or any of the Transaction Agreements.
IN WITNESS WHEREOF this agreement has been executed by the parties
hereto on the 1 day of May, 1998, effective as at the day and year first herein
above set out.
SIGNED, SEALED AND DELIVERED )
in the presence of: )
)
/s/ [ILLEGIBLE] ) /s/ John Irwin
- ------------------------------------ ) -----------------------------------
Witness: ) JOHN IRWIN
INTERNATIONAL CAREER SPECIALISTS LTD.
Per: /s/ John Irwin c/s
--------------------------------
Name:
Title: President
SCHEDULE "A"
SHARE OPTION AGREEMENT
THIS AGREEMENT dated as of January 1,1998, by and between IT
STAFFING LTD., a corporation incorporated and subsisting under the laws of the
Province of Ontario ("Optionor") and JOHN IRWIN, an individual residing in the
Town of Markham, in the Province of Ontario (the "Optionee").
WHEREAS the Optionor desires to grant to the Optionee an option to
purchase Shares on the terms and conditions set out herein;
AND WHEREAS the Optionee is as at the date of execution and delivery
hereof the beneficial owner of 100,000 Shares (as the same may be changed from
time to time by being classified or reclassified, subdivided, consolidated or
converted into a different number of class or otherwise changed in any manner
contemplated under Section 3.7 of this Agreement) (the "Existing Shares").
NOW THEREFORE in consideration of the mutual promises contained
herein and the payment of $1 by each party hereto to the other and for other
good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties hereto agree as follows:
ARTICLE 1 - INTERPRETATION
1.1 Definitions: In this Agreement and the recitals hereto, unless the context
otherwise requires, the following words and expressions shall have the following
meanings:
(a) "Existing Shares Number" means the number of Existing Shares held at
any material time by the Optionee, or that the Optionee would have
held if it had retained at all times all the Existing Shares that
comprised the 100,000 common shares in the capital of the Optionor
originally issued to the Optionee;
(b) "Issue Date" means the date of completion of any Public Offering;
(c) "Issue Price" means the initial price at which one Offered Share is
offered by the Company pursuant to a Public Offering on the Issue
Date;
(d) "Option" means the option granted to the Optionee under Section 2.1;
(e) "Option Notice" means a notice indicating that the Optionee is
exercising the Option in whole or in part;
(f) "Option Price" means $1.00, as the aggregate purchase price for all
the Optioned Shares;
(g) "Offered Share" has the meaning ascribed thereto in the definition
of Public Offering;
(h) "Optioned Shares" means that number of Offered Shares, calculated as
at the Issue Date and by reference to the Issue Price (regardless of
their market value otherwise at any time, including without
limitation the date of issuance of any Option Notice), that would
provide a value for the Option equal to the amount calculated in
accordance with the following formula: $500,000 - (Issue Prices
Existing Shares Number) x 1.33;
-2-
(i) "Public Offering" means a distribution of Shares (as the same may be
changed from time to time by being classified or reclassified,
subdivided, consolidated or converted into a different number or
class or otherwise changed in any manner contemplated under Section
3.7) (each an "Offered Share") in respect of a listing on a
recognized stock exchange or quotation on a national quotation
system;
(j) "Shares" means the common shares of the Optionor as currently
constituted in accordance with its constating documents; and
(k) "Termination Date" means December 31, 2002.
1.2 Sections and Headings: The division of this Agreement into Articles and
Sections and the insertion of headings are for the convenience of reference only
and shall not affect the construction or interpretation of this Agreement. The
terms "this Agreement", "hereof", "hereunder" and similar expressions refer to
this Agreement and not to any particular Article, Section or other portion
hereof and include any agreement or instrument supplemental or ancillary hereto.
Unless something in the subject matter or context is inconsistent therewith,
references herein to Articles and Sections are to Articles and Sections of this
Agreement.
1.3 Time Periods: When calculating the period of time within which or following
which any act is to be done or step taken pursuant to this Agreement, the date
which is the reference date in calculating such period shall be excluded.
1.4 Extended Meanings: Words importing the singular number only shall include
the plural and vice versa and words importing gender shall include masculine,
feminine and neuter genders.
1.5 Canadian Dollars: Unless otherwise provided herein, all monetary amounts set
forth in this Agreement are in Canadian dollars.
ARTICLE 2 - OPTION
2.1 The Optionor hereby grants to the Optionee the irrevocable option (the
"Option") to purchase the Optioned Shares, at the Option Price, subject to the
terms and provisions of this Agreement. Once a determination may be made as to
the number of Optioned Shares hereunder (i.e., the time at which the Issue Price
becomes known), the option to acquire same shall be deemed to have vested in the
Optionee upon the execution and delivery of this Agreement, and it may
thereafter be exercised in accordance with the terms hereof.
2.2 The Option may be exercised in whole or in part at any time and from time to
time up to and including the Termination Date in respect of all (and not fewer
than all) the Optioned Shares. The Option may be exercised by the Optionee's
giving to the Optionor an Option Notice accompanied by a cheque or bank draft
representing the Option Price in respect of the Optioned Shares.
2.3 The Optionor hereby represents and warrants (which representation and
warranty shall survive without time limit that execution, delivery and
performance of this Agreement, and shall continue in full force and effect) that
all necessary corporate action has been taken to permit the Optioned Shares to
be validly issued to the Optionee and recorded on the books of the Optionor in
the name of the Optionee or its nominee upon exercise of the Option in whole or
in part in accordance with the terms and conditions of this Agreement.
2.4 The Optionor will at all times prior to the Termination Date reserve and
keep available such number of its Shares (or any reasonable estimate of such
number as may be determined prior to the determination of the Issue Price) as
will be sufficient to satisfy the requirements of this Agreement.
-3-
ARTICLE 3 - GENERAL
3.1 Amendments and Waivers: No modification, variation, amendment or termination
by mutual consent of this Agreement and no waiver of the performance of any of
the responsibilities of any of the parties hereto shall be effected unless such
action is taken in writing and is signed by all parties. No amendment to this
Agreement shall be valid or binding unless set forth in writing and duly
executed by all of the parties hereto. No waiver of any breach of any provision
of this Agreement shall be effective or binding unless made in writing and
signed by the party purporting to give the same and, unless otherwise provided
in the written waiver, shall be limited to the specific breach waived.
3.2 Severability: Each of the covenants, provisions, Articles, Sections,
subsections and other subdivisions hereof is severable from every other
covenant, provision, Article, Section, subsection and the invalidity or
unenforceability of any one or more covenants, provisions, Articles, Sections,
subsections or subdivisions of this Agreement shall not affect the validity or
enforceability of the remaining covenants, provisions, Articles, Sections,
subsections and subdivisions hereof.
3.3 Time of Essence: Time shall be of the essence in this Agreement.
3.4 Notice:
(l) Any notice or other written communication required or permitted
hereunder shall be in writing and:
(i) delivered personally to the party or, if the party is a
corporation, an officer of the party to whom it is directed;
(ii) sent by registered mail, postage prepaid, return receipt
requested (provided that such notice or other written
communication shall not be forwarded by mail if on the date of
mailing the party sending such communication knows or ought
reasonably to know of any difficulties with the postal system
which might affect the delivery of mail, including the
existence of an actual or imminent postal service disruption
in the city from which such communication is to be mailed or
in which the address of the recipient is found); or
(iii) sent by facsimile or telex with all necessary charges fully
prepaid, confirmation of delivery requested.
(m) All such notices shall be addressed to the party to whom it is
directed at the following addresses:
If to the Optionee:
38 Shady Lane Crescent
Thornhill, ON L3T 3W7
Attention: Mr. John Irwin
Facsimile No.: (905) 707-9941;
If to the Optionor
c/o Mr. Declan French
IT Staffing Ltd.
55 University Avenue, Suite 505
Toronto, ON M5H 3L9
Facsimile No.: (416) 364-2424;
-4-
(n) Any party may at any time change its address hereunder by giving
notice of such change of address to the other party or parties in
the manner specified in this section. Any such notice or other
written communication shall, if mailed or given by telegram, be
effective on the day it is first attempted to be delivered to such
party at such address (whether or not such delivery takes place),
and if given by personal delivery, shall be effective on the day of
actual delivery.
3.5 Entire Agreement: Other than an Employment Agreement between the Optionee
and International Career Specialists Ltd. ("ICS"), and a Share Purchase
Agreement between the Optionee, the Optionor and ICS, and any other agreements
contemplated expressly therein, each of even date herewith (collectively, the
"Transaction Agreements"), this Agreement constitutes and contains the entire
and only agreement among the parties relating to the matters described herein
and supersedes and cancels any and all previous agreements and understandings
between all or any of the parties relative hereto. Any and all prior and
contemporaneous negotiations, memoranda of understanding or position, and
preliminary drafts and prior versions of this Agreement, whether signed or
unsigned, between the parties leading up to the execution hereof shall not be
used by any party to construe the terms or affect the validity of this
Agreement. There are no representations, inducements, promises, understandings,
conditions or warranties express, implied or statutory, between the parties
other than as expressly set forth in this Agreement or any of the Transaction
Agreements.
3.6 This Agreement shall be binding upon and enure to the benefit of the parties
hereto and their respective heirs, administrators, executors, successors and
permitted assigns. Except as hereinafter provided, neither of the parties hereto
may assign its rights or obligations under this Agreement without the prior
written consent of the other party hereto. The Optionee may assign its rights
hereunder to any person to whom it is permitted to transfer some or all of its
Shares.
3.7 Subdivision or Consolidation of Shares: If the Shares (including without
limitation the Existing Shares and any Offered Shares) are changed by way of
being classified or reclassified, subdivided, consolidated or converted into a
different number or class of shares or otherwise, or if the Optionor
amalgamates, the type of security to be delivered to the Optionee upon exercise
of the Option in whole or in part shall be adjusted accordingly, in all cases so
that the Option Price shall not change and the Optionee shall receive the same
number and type of securities as would have resulted from such change if the
Optionor the remaining part thereof had been exercised before the date of the
change.
3.8 Offerings: No Public Offering shall be made, without the prior written
consent of the Optionee, of any shares of any series or class other than common
shares in the capital of the Optionor, or otherwise of any series or class that
does not include all the Existing Shares.
3.9 Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein.
-5-
3.10 Execution: This Agreement may be executed in several counterparts, each of
which, when so executed, shall be deemed to be an original, and such
counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties have executed this agreement.
SIGNED, SEALED AND DELIVERED )
in the presence of: )
)
/s/ [ILLEGIBLE] ) /s/ John Irwin
- ------------------------------------ ) -----------------------------------
Witness: ) JOHN IRWIN
IT STAFFING LTD.
Per: /s/ Declan A. French c/s
---------------------------------
Name: D. French
Title: President
SCHEDULE "B"
INTERNATIONAL CAREER SPECIALISTS LTD.
FINANCIAL STATEMENTS
OCTOBER 31, 1997
WITH 1996 COMPARISONS
Unaudited - See Notice to Reader
INTERNATIONAL CAREER SPECIALISTS LTD.
INDEX
OCTOBER 31,1997
Page
Notice to Reader 1
Balance Sheet 2
Statement of Retained Earnings 3
Statement of Income 4
Notes to Financial Statements 5
[LETTERHEAD OF NATHAN FEINER Certified General Accountant]
NOTICE TO READER
I have compiled the balance sheet of International Career Specialists Ltd. as at
October 31, 1997 and the statements of income and retained earnings for the year
then ended from information provided by management. I have not audited, reviewed
or otherwise attempted to verify the accuracy of such information. Readers are
cautioned that these statements may not be appropriate for their purposes.
/s/ Nathan Feiner
Certified General Accountant
Toronto Canada
April 3,1998
-1-
INTERNATIONAL CAREER SPECIALISTS LTD.
BALANCE SHEET
OCTOBER 31, 1997 WITH 1996 COMPARISONS
1997 1996
$ $
ASSETS
CURRENT
Cash 116,047 57,847
Short term investments 124,562 39,655
Accounts receivable 507,835 215,793
Income taxes receivable -- 1,393
------- -------
748,534 314,688
FIXED ASSETS (Note 1) 52,933 46,782
INVESTMENTS IN 1242541 ONTARIO INC 87,500 --
------- -------
888,967 361,470
======= =======
LIABILITIES
CURRENT
Accounts payable and accrued liabilities 503,803 225,106
Accrued wages 149,000 90,000
Income taxes payable 35,647 --
Due to shareholder 363 102
------- -------
688,813 315,208
------- -------
SHAREHOLDER'S EQUITY
CAPITAL STOCK 1 1
RETAINED EARNINGS 200,153 46,261
------- -------
200,154 46,262
------- -------
888,967 361,470
======= =======
APPROVED ON BEHALF OF THE BOARD
- -------------------------------
Director
See the accompanying notes
Unaudited - See Notice to Reader
-2-
INTERNATIONAL CAREER SPECIALISTS LTD.
STATEMENT OF RETAINED EARNINGS
YEAR ENDED OCTOBER 31, 1997 WITH 1996 COMPARISONS
1997 1996
$ $
Balance, beginning of year 46,261 17,782
Net income 153,892 28,479
------- -------
Balance, end of year 200,153 46,261
======= =======
See the accompanying notes
Unaudited - See Notice to Reader
-3-
INTERNATIONAL CAREER SPECIALISTS LTD.
STATEMENT OF INCOME
YEAR ENDED OCTOBER 31, 1997 WITH 1996 COMPARISONS
1997 1996
$ $
REVENUE
Fees earned 4,722,474 1,944,980
--------- ---------
EXPENSES
Subcontract and commissions 3,851,280 1,560,621
Management salaries and fees 457,000 190,000
Office salaries and benefits 63,114 37,918
Rent 52,389 51,031
Telephone 18,789 16,062
Advertising and promotion 26,037 21,365
Office and general 25,421 7,367
Automobile and travel 9,291 19,230
Professional fees 2,985 2,547
Interest and bank charges 594 384
Depreciation and amortization 18,594 11,269
--------- ---------
4,525,494 1,917,794
Less: sundry income (2,059) (10,400)
--------- ---------
4,523,435 1,907,394
--------- ---------
INCOME BEFORE INCOME TAXES 199,039 37,586
Income taxes 45,147 9,107
--------- ---------
NET INCOME 153,892 28,479
========= =========
See the accompanying notes
Unaudited - See Notice to Reader
-4-
INTERNATIONAL CAREER SPECIALISTS LTD.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1997 WITH 1996 COMPARISONS
1. FIXED ASSETS 1997 1996
$ $
Office furniture and equipment 53,284 30,457
Computer 20,081 18,162
Vehicle 26,575 26,575
Leasehold improvements -- 8,144
------ ------
99,940 83,338
Less: Accumulated depreciation 47,007 36,556
------ ------
52,933 46,782
====== ======
Unaudited - See Notice to Reader
-5-
1.
SCHEDULE "C"
For Ministry Use Only Ontario Corporation Number
A l'usage exclusif du ministere Numero de la societe en Ontario
1065259
-------------------------------
[LOGO]
Ministry of Ministere de
Consumer and la Consommation
Commercial Relations et du Commerce
CERTIFICATE CERTIFICAT
This is to certify that these Ceci certifie que les presents
articles are effective on status entrent en vigueur le
APRIL 15 AVRIL, 1998
- -----------------------------------------------------------------
/s/ [ILLEGIBLE]
Director/Directeur
Business Corporations Act/Loi sur les societes par actions
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
STATUTS MODIFICATION
Form 3
Business
Corporations
Act
Formule 3
Loi sur les
societe par
actions
1. The name of the corporation is:
Denomination sociale de la societe:
IT STAFFING LTD.
2. The name of the corporation is changed to (if applicable):
Nouvelle denomination sociale de la societe (s'il y a lieu):
3. Date of incorporation/amalgamation:
Date de la constitution ou de la fusion:
1994 February, 11
- --------------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
4. The articles of the corporation are amended as follows:
Les statuts de la societe sont modifies de la facon suivante.
A. The authorized shares of the Corporation are amended by removing the
maximum number of common shares that the Corporation is authorized
to issue so that after giving effect to the foregoing, the
Corporation is authorized to issue common shares in an unlimited
number.
B. Article 8 of the articles of the Corporation with respect to the
issue, transfer or ownership of shares is amended by deleting the
word "None" and substituting the following in its place:
No share shall be transferred without either:
(a) the consent of the directors expressed by resolution or by an
instrument or instruments signed by a majority of the
directors, which consent may be given either prior or
subsequent to the time of transfer of such shares; or
1A
(b) the consent of the holders of more than 50% of the outstanding
voting shares of the Corporation expressed by resolution or by
an instrument or instruments signed by such holders, which
consent may be given either prior or subsequent to the time of
transfer of such shares.
C. Article 9 of the articles of the Corporation with respect to other
provisions is amended by deleting the word "Nil" and substituting
the following in its place:
(a) The number of shareholders of the Corporation, exclusive of
persons who are in its employment and exclusive of persons
who, having been formerly in the employment of the
Corporation, were, while in that employment, and have
continued after the termination of that employment to be
shareholders of the Corporation, is limited to not more than
50, 2 or more persons who are the joint registered owners of 1
or more shares being counted as 1 shareholder.
(b) Any invitation to the public to subscribe for securities of
the Corporation is prohibited.
(c) The Corporation shall be entitled to a lien on a share
registered in the name of a shareholder or his legal
representative for a debt of that shareholder to the
Corporation.
(d) The directors may, without authorization of the shareholders,
hypothecate any property, moveable or immoveable, present or
future, which the Corporation may own.
2
5. The amendment has been duly authorized as required by Sections 168 and 170
(as applicable) of the Business Corporations Act.
La modification a ete dument autorisee conformement a l'article 168 et
s'il y a lieu, a l'article 170 de la Loi sur les compagnies.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on
La actionnaires ou les adminstrateurs (le cas echeant) de la compagnie ont
approuve la resolution autorisant la modification
15th April, 1998
--------------------------------------------------------
(Day, Month, Year)
(jour, mois, annee)
These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.
IT STAFFING LTD.
--------------------------------------
(Name of Corporation)
(Denomination sociale de la compagnie)
By/Par: /s/ [ILLEGIBLE] director
--------------------------------------
(Signature) (Description of Office)
(Signature) (Fonction)
1.
For Ministry Use Only Ontario Corporation Number
A l'usage exclusif du ministere Numero de la societe en Ontario
1065259
-------------------------------
[LOGO]
Ministry of Ministere de
Consumer and la Consommation
Commercial Relations et du Commerce
CERTIFICATE CERTIFICAT
This is to certify that these Ceci certifie que les presents
articles are effective on. status entrent en vigueur le
FEBRUARY 20 FEVRIER, 1998
/s/ [ILLEGIBLE]
Director/Directeur
Business Corporations Act/Loi sur les societes par actions
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
STATUTS MODIFICATION
Form 3
Business
Corporations
Act
Formule 3
Loi sur les
societe par
actions
1. The present name of the corporation is:
Denomination sociale actuelle de la compagnie:
DECLAN TECHNOLOGIES INC
2. The name of the corporation is changed to (if applicable):
Nouvelle denomination sociale de la societe (s'iI y a lieu):
IT STAFFING LTD.
3. Date of incorporation/amalgamation:
Date de la constitution ou de la fusion:
11 February 1994
- --------------------------------------------------------------------------------
(Day, Month, Year)
(jour, mois, annee)
4. The articles of the corporation are amended as follows:
Les statuts de la societe sont modifies de la facon suivante.
Be it resolved that the name of the corporation be and is hereby changed
from Declan Technologies Inc. to IT Staffing Ltd.
5. The amendment has been duly authorized as required by Sections 167 and 169
(as applicable) of the Business Corporations Act.
La modification a ete dument autorisee conformement a l'article 167 et
s'il y a lieu, a l'article 169 de la Loi sur les compagnies.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on
Les actionnaires ou les adminstrateurs (le cas echeant) de la compagnie
ont approuve la resolution autorisant la modification
15 FEBRUARY, 1996
- --------------------------------------------------------------------------------
(Day, Month, Year)
(jour, mois, annee)
These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.
DECLAN TECHNOLOGIES INC.
--------------------------------------
(Name of Corporation)
(Denomination sociale de la compagnie)
By/Par: /s/ Declan A. French
--------------------------------------
(Signature) (Description of Office)
(Signature) (Fonction)
DECLAN A. FRENCH, President
1.
For Ministry Use Only Ontario Corporation Number
A l'usage exclusif du ministere Numero de la compagnie en Ontario
1065259
-------------------------------
Trans Line Comp Method
Code No Stet Type Incorp
|A| |0| |0| |A| |3|
26 27 28 28 30
Notice
Share Req of Jurisdiction
|S| |N| |ONTARIO |
31 32 33 42
[LOGO]
Ministry of Ministere de
Consumer and la Consommation
Commercial Relations et du Commerce
CERTIFICATE CERTIFICAT
This is to certify that these Ceci certifie que les presents
articles are effective on. statuts entrent en vigueur le
FEBRUARY 11 FEVRIER, 1998
- ------------------------------------------------------------------
/s/ [ILLEGIBLE]
Director/Directeur
Business Corporations Act/Leu sur les societes par actions
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
STATUTS MODIFICATION
Form 1
Business
Corporations
Act
Formule
numero 1
Loi
sur les
compagnies
1. The name of the corporation is:
Denomination sociale de la societe:
DECLAN TECHNOLOGIES INC.
2. The address of the registered office is:
Adresse du siege social:
26 Wellington St. East, Suite 800
- --------------------------------------------------------------------------------
(Street & Number or R.R. Number & if Multi-Office Building give Room No.)
(Rue et numero ou numero de la R.R. et [ILLEGIBLE] d'un edifice a bureau)
numero du bureau)
city of Toronto |M|5|E|1|S|2|
- --------------------------------------------------------------------------------
(Name of Municipality or Post Office) (Postal Code)
(Nom de le municipalite ou du bureau de poste) (Code Postal)
city of Toronto in Municipality of Metropolitan
- ------------------------------------ ----------------------------------
(Name of Municipality, Geographic (County, District or Regional
Township) Municipality)
(Nom de le municpalite dans le/la (Comte], district,
du canton) municipalite regionale)
3. Number (or minimum and maximum number) Nombre (ou nombres minimal et
of directors is: maximal) d'adminisrateurs:
Minimum 1
Maximum 10
4. The first director(s) is/are:
Premier(s) administrateur(s):
First name, initials and last name
Prenom, initiales et nom de famille
- --------------------------------------------------------------------------------
DECLAN A. FRENCH
Residence address, giving Street & No. or R.R. no.,
Municipality and Postal Code
Adresse personnelle, y compris la rue et le numero, le
numero de la R.R., le nom de la municipalite et le code
postal
- --------------------------------------------------------------------------------
5410 TURNEY DRIVE
MISSISSAUGA, ONTARIO
L5M 4Y8
Resident Canadian State Yes or No
Resident Canadien Oui/Non
- --------------------------------------------------------------------------------
YES
2
5. Resolutions, if any, on business the corporation may carry on or on powers
the corporation may exercise.
Limites, s'il y lieu, imposees aux activities commerciales ou aux pouvoirs
de la compagnie.
NONE
6. The Classes and any maximum number of shares that the corporation is
authorized to issue:
Categories nombre maximal, s'il y a lieu, d'actions que la compagnie est
autorisee a emettre:
100 COMMON SHARES
3
7. Rights, privileges, restrictions and conditions (if any) attaching to each
class of shares and directors authority with respect to any class of
shares which may be issued in series:
Droits, privileges, resrictions et conditions, s'il y a lieu, rattaches a
chaque categorie d'actions et pouvoirs des administrateurs relatifs a
chaque categories d'actions qui peut etre emise en serie:
NONE
4
8. The issue, transfer or ownership of shares is/is not restricted and the
restrictions (if any) are as follows:
L'emission, le transfert ou la proprlete d'actions est/n'est pas
restreinte. Les restrictions, s'il y a lieu, sont les sulvantes:
NONE
5
9. Other provisions, if any, are:
Autres dispositions, s'il y a lieu:
NIL
6
10. The names and addresses of the incorporators are
Nome et adresse des fondateurs
First name, initials and last name or corporate name
Prenom, initiale et nom de famile ou denomination sociale
- --------------------------------------------------------------------------------
DECLAN A. FRENCH
Full residence address or address of registered office or of principal
place of business giving street & No. or R.R. No., municipality and postal
code
Adresse personnelle su complet adresse du siege social ou adresse de
l'etablissement principal, y compris la rue et le numero, le numero de la
R.R., le nom de la municipalite et le code postal
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5410 TURNEY DRIVE
MISSISSAUGA, ONTARIO
L5M 4Y8
These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.
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Signature of incorporators
(Signature des fondateurs)
/s/ Declan A. French
[LOGO] [ILLEGIBLE] Registration Form 2
under the Business Names Act - Corporations
Enregistrement Formule 2
en virtu de la loi sure les noms commerciaux
(Personnes morales)
Print clearly in CAPITAL LETTERS / Ecrivez clairement en LET TRES MAJUSCULES
Page ___ of/de ___
--------------------------------------------------
1. Registration Type [ILLEGIBLE]
Type d'enregistrement
A. New
Nouvel
--------------------------------------------------
2. Business or identification Name / Nom commercial ou d'identification
IT STAFFING
3. Mailing Street Number / [ILLEGIBLE] Street name / Nom de la rue
Address
Adresse 69 Yonge St Suite 1200
Postale
City/town Province Country/Pays Postal Code
/Ville / Code Postal
Toronto Ont. M5E 1K3
4. Business address in Ontario
Adresse commerciale en Ontario
Street No./Rue Street name / Suite No.
et numero Nom de la rue [ILLEGIBLE]
69 Yonge St. 1200
City/town Province/Provence Postal Code
Ville / Code Postal
Toronto Ontario M5E 1K3
5. Date of first use of Name Year/Month/Day 95-05-10
Date de la premiere utilistion Annee/Mois/Jour
de la denomination
6. Give a Brief description of the ACTIVITY being carried out under the
business/identification name.
Resumez brievement le genre d'ACTIVITE exercee sous le nom commercial ou
d'identification.
Computer Contracting / Consulting & Placement
7. Corporation Name / Personne morale
DECLAN TECHNOLOGIES INC
8. Ontario corporation number / Numero la personne morale de l'Ontario
1065259
9. Jurisdiction in which the corporation was incorporated / La territoire de
competence ou la personne morale a ete constitutee.
Ontario
10. Address of Head or Registered Office of the corporation / Adresse du siege
social ou bureau enregistre de la personne morale.
Street No./Rue Street name / Suite No.
et numero Nom de la rue [ILLEGIBLE]
69 Yonge St. 1200
City Province/Provence Country Postal Code
[ILLEGIBLE] Pays Code Postal
Toronto Ont. Canada M5E 1K3
11. Name of Signing Officer
Nom du signataire
Last Name --------------------------------
[ILLEGIBLE] FRENCH MINISTRY USE ONLY -
RESERVE AU MINISTERE
First Name
[ILLEGIBLE] DECLAN
[ILLEGIBLE]
[ILLEGIBLE] ANTHONY BIN...: 951228659
NAME..: IT STAFFIN
12. Signature of authorized signing officer REGIN.: 1995-10-25
Signature ou signaire autorise EXPIRE: 2000-10-24
X /s/ D A French
--------------------------------
MINISTRY COPY / COPIE DU MINISTERE