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Exhibit 99.2
AMENDMENT AGREEMENT NO.1 TO THE CONSULTING AGREEMENT DATED
APRIL 1, 2001, BETWEEN JAWZ INC. AND STRATEGIC EQUITY CORP.
This amendment is dated the ___ day of May, 2001.
BETWEEN:
JAWZ INC.
("JAWZ" a Delaware corporation)
-and-
STRATEGIC EQUITY CORP.
("Strategic" an Alberta corporation)
WHEREAS:
1. JAWZ and Strategic entered into a consulting agreement dated April 1,
2001 (the "Agreement"); and
2. JAWZ and Strategic would like to amend the Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
hereto and the mutual covenants herein set forth, the Parties hereto agree to
amend the Agreement as follows:
1. In this Agreement, including the premises hereto, this clause and any
schedules hereto, the words and phrases set forth below shall have the
meaning ascribed in the Agreement unless the context provides a
specific definition not set out in the Agreement.
2. Section 5 is amended by including the following paragraph:
"The Consultant acknowledges and agrees that, notwithstanding paragraph 5(i) to
5(iv) above, in no circumstances shall the Consultant be entitled to elect to be
issued more than 19.9% of the Company's total issued and outstanding common
shares of capital stock as calculated at April 1, 2001."
IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of
the date first above written.
JAWZ INC. STRATEGIC EQUITY CORP.
PER: /s/ Robert Kubbernus PER: /s/ Riaz Mamdani
___________________________ ___________________________
Robert Kubbernus, President
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as of
this 1st day of April, 2001 by and between JAWZ INC., a Delaware corporation
(the "Company") and STRATEGIC EQUITY CORP. (the "Consultant").
1. SCOPE OF AGREEMENT. The Company hereby retains the Consultant
and the Consultant hereby agrees, upon the terms and
conditions hereinafter set forth, to provide services to the
Company as set out in Section 3 below.
2. TERM OF ENGAGEMENT. The Consultant shall be engaged by the
Company from April 1, 2000 through September 30, 2001 (the
"Term").
3. DUTIES OF CONSULTANT. The Consultant shall provide the
services of one or more individuals, preferably the services
of its President, to provide the services described below:
(a) The Consultant shall, from time to time as the
Company may request, advise and consult with the
Company's board of directors and executive officers
regarding:
(i) alliance of corporate compliance;
(ii) the Company's merger and acquisition
strategies, including the evaluation of
targets and the structuring of transactions;
(iii) the Company's corporate financing
activities, including debt and equity
transactions;
(iv) the Company's investor relations;
(v) the identification and evaluation of
underwriters for the Company's securities'
offerings in the United States; and
(vi) the Company's business development
activities, including major geographic and
service expansion plans;
(b) The Consultant shall be responsible for the following
three Critical Initiatives:
1. Arranging and concluding within 60 days the
sale of the e-Business Solutions division
located in Calgary, Alberta in a transaction
that eliminates any and all trailing
expenses associated with that division;
2. Arranging and concluding within 90 days the
sale of the Secure Networks Storage division
located in Calgary, Alberta in a transaction
that eliminates any and all trailing
expenses associated with that division;
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3. Successfully restructuring the existing
financing with Thomson Kernaghan & Co.
Limited ("TK") in a manner that eliminates
the variable pricing of securities that
currently exist. It is acknowledged that
this initiative will include negotiations
with TK for and on behalf of the Company and
also with replacement financiers; and
4. Successfully restructuring of the
corporation and all financings to date in
order to meet Nasdaq Continued Listing
Requirements. It is acknowledged that this
will require successful negotiations for
forbearance of debt, restructuring existing
debt and restructuring previously issued
equity.
4. INDEPENDENT CONTRACTOR. The Consultant represents that the
Consultant is an independent contractor. The Company has
retained the services of the Consultant due to the unique
skills, knowledge, and education possessed by the Consultant
and its staff. The Company shall specify projects with
performance targets for the Consultant to achieve, and the
Consultant shall complete these projects using methods, means,
and equipment of its choosing. The Consultant represents that
its livelihood is not solely or substantially dependent upon
its performance of this Agreement; that the Company is not its
only client; that its earnings are wholly the product of its
efforts to market its services to such clients as through its
own skill and initiative the Consultant may procure; and that
this Agreement does not unreasonably impede its ability to
undertake the foregoing efforts. The Consultant shall have no
authority to obligate or incur on behalf of the Company any
expense, liability or obligation, or enter into any contract
on behalf of the Company without the express consent of the
Company.
5. COMPENSATION. The Company shall pay the Consultant as a fee
for its services under this Agreement (the "Consulting Fee")
the number of shares (the "Shares") of the Company's common
stock ("Common Stock"), equal to the greater of 20,000 Shares
per month or $20,000 USD in value of Shares using a VWAP
calculation. The shares are to be validly issued, free and
clear of any liens, claims or restrictions. The Company shall
either provide unlimited piggyback registration rights under
the U.S. Securities Act of 1933 to the Consultant for such
Shares issued pursuant to this Agreement or provide a
registration pursuant to an S-8 registration statement, if
available.
The Company shall pay the Consulting Fee (i.e. the Shares) to
the Consultant on a quarterly basis, on the first business day
following the end of each Calendar quarter hereafter, the
first such issuance of shares to be effected on July 2, 2001
for the quarterly period ended June 30, 2001.
The Company shall also pay the Consultant the following
additional (and separate) amounts for the successful
completion of any one or more of the three Critical
Initiatives:
(i) Successful completion of Initiative 1 $200,000 USD
(ii) Successful completion of Initiative 2 $200,000 USD
(iii) Successful completion of Initiative 3 $400,000 USD
(iv) Successful completion of Initiative 4 $400,000 USD
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The Consultant may elect to accept shares of the Corporation
which shall be issued at the value of the most recent
financing of the Corporation at the time of such election.
The Company shall reimburse the Consultant for reasonable
travel and lodging expenses which have been agreed to in
advance by the Company in writing and after receipt by the
Company of an invoice from the Consultant together with
appropriate documentation of such expenses, it being expressly
understood that the Company shall pay the "up-front" costs of
any air travel that the Consultant is asked to undertake by
the Company. The Consultant shall also be entitled to use a
Company supplied mobile telephone or to reimbursement for all
mobile telephone charges incurred in connection with
performing the Services. It is expected that the Consultant
shall claim all expenses as "disbursements" in the invoices
rendered to the Company and shall be reimbursed by the Company
for such expenses within 30 days of delivering such invoice to
the Company.
6. CONFIDENTIALITY AND NON-COMPETITION. The Confidentiality and
Non-Competition Agreement attached as Schedule "A" hereto to
be dated April 1, 2001 shall be executed concurrently with
this Agreement and shall form part of this Agreement.
7. TERMINATION OF ENGAGEMENT.
(a) This Agreement and the Consultant's engagement by the
Company shall terminate on the earliest of the
following events to occur:
(i) Thirty (30) days after a party has received
written notice from the other party of the
other party's election, in its sole
discretion, to terminate this Agreement,
such time being required by Company to find
other consultants to perform the projects
assigned to the Consultant;
(ii) Liquidation or dissolution of the Company,
the transfer of all or substantially all the
assets or business of the Company, or the
acquisition of over 50% of the Company's
voting equity by a third person or a group
of persons working in concert; or
(iii) Five (5) days after a party (the "Breaching
Party") has received written notice from the
other party of the Breaching Party's
material breach of this Agreement; provided,
however, that if such material breach is
capable of being cured, this Agreement shall
not terminate if the Breaching Party cures
the breach within ten (10) days of receiving
such notice.
(b) Upon termination of this Agreement, the obligations
and covenants of the parties under this Agreement
shall be of no further force and effect, except that
the provisions of Sections 5, 6, and 10 hereof shall
survive the termination of this Agreement, and the
Consultant shall be entitled to payment for all
services rendered and to reimbursement of all
expenses incurred up to and including the effective
date of termination of this Agreement.
8. NOTICES. All notices under this Agreement shall be in writing
and shall be deemed to have been duly given on the date of
service if served personally, or within five days after
mailing by first class registered or certified mail, postage
prepaid, and properly addressed, or upon receipt if sent by
telegraph or telephonic facsimile transmission to the party to
whom notice is to be given, at such party's address or the
telex or facsimile
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number set forth on the signature page of this Agreement, or
any other address or number that any party may designate by
written notice to the other.
9. EFFECT OF AGREEMENT. This Agreement constitutes the entire
agreement between the Company and the Consultant with respect
to the subject hereof, and fully supersedes any prior
agreements or understandings with respect thereto. As such,
all prior discussions between the Company and the Consultant
regarding the provision of services by the Consultant to the
Company or arising out of any contemplated transaction between
the Consultant and the Company have been superseded by this
Agreement. The parties hereto acknowledge that no
representations, inducements, promises or agreements, oral or
otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein, and that
no other agreement, statement or promise not contained in this
Agreement shall be valid or binding on either party except as
provided herein. No provision of this Agreement shall be
deemed waived, amended or modified by any party, unless in
writing and signed by the parties hereto.
10. ATTORNMENT. This Agreement shall be governed by and construed
in accordance with the laws of the Province of Alberta and the
federal laws of Canada applicable therein, and the parties
hereto expressly attorn to the jurisdiction of the courts of
the Province of Alberta to settle all disputes arising
hereunder.
11. MISCELLANEOUS. Any provision of this Agreement which is
rendered unenforceable by a court of competent jurisdiction
shall be ineffective only to the extent of such prohibition or
invalidity and shall not invalidate or otherwise render
ineffective any or all of the remaining provisions of this
Agreement. Any assignment by the Consultant of the services or
work to be performed under this Agreement, in whole or in
part, or any other interests hereunder, voluntarily,
involuntarily or by operation of law, without the Company's
written consent, shall be void. No modification amendment or
waive of any provision of this Agreement shall be effective
unless the same shall be in a written instrument signed by the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
JAWZ INC.
By: /s/ Robert J. Kubbernus
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Print Name:
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Print Title:
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STRATEGIC EQUITY CORP.
By: /s/ Riaz Mamdani
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Print Name:
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Print Title:
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SCHEDULE "A"
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS Agreement is entered into this 1st day of April, 2001 between JAWZ Inc.,
(JAWZ) and STRATEGIC EQUITY CORP. (the "CONSULTANT").
THIS Agreement constitutes our mutual understanding of the basis on which JAWZ
will disclose to CONSULTANT information relating to the business and operations
of JAWZ for the purpose of both parties evaluating each others' business and
considering a business relationship between the parties.
THE information to be disclosed is non-public, confidential and proprietary to
JAWZ. In consideration of the disclosure by JAWZ of this information to
CONSULTANT for the above purpose and for the entering into of a Consulting
Agreement by JAWZ with the CONSULTANT of even date, CONSULTANT agrees as
follows:
1. "Confidential Information" shall mean any and all information relating to the
business and operations of JAWZ disclosed by JAWZ to CONSULTANT, including but
not limited to any or all of the following: know how, products, product ideas,
properties, data, technologies, methods, procedures, plans, business plans,
forecasts, financial and other business information; identities of actual or
potential customers, investors, or other individuals and entities having a past,
current or future business relationship with JAWZ; trade secrets, consisting of
confidential and proprietary information not generally know to the public
including without limitation software (e.g. source, object and executable code
in hard copy and electronic format) and hardware relating to implementation of
any of the technology of JAWZ; manuals, diagrams, charts and other descriptive
materials relating to the technology of JAWZ; and any and all patentable or
non-patentable inventions or ideas, and all copyrightable or non-copyrightable
subject matter and derivative works thereof. Confidential Information includes
documents, drawings, reports and other records in any media that incorporate,
reference or are based upon any "Confidential Information" provided drawings
reports or records that are generated as a result of or as a part of
CONSULTANT's purpose of both parties evaluating each others' business and
considering a business relationship between the parties.
2. "Confidential Information" shall not include any materials or information of
the type specified in paragraph 1 above to the extent that such materials or
information: (a) are now or later become generally know and utilized by the
public through means which do not constitute a violation of JAWZ' rights; (b)
are received by or are in the possession of CONSULTANT prior to receipt from
JAWZ, as indicated by the written records of CONSULTANT, and were not so
received or acquired through breach of any rights of or any obligation owed to
JAWZ; and (c ) are received from a third party under no obligation of
confidentiality to JAWZ.
3. CONSULTANT shall hold all Confidential Information in trust and confidence at
all times and shall not sell, transfer, publish, disclose, display, reveal,
divulge or otherwise make available any Confidential Information, directly or
indirectly, intentionally or negligently, to any third party, person, CONSULTANT
or other entity, for any purpose or reason, without the express written consent
of the Chief Executive Officer of JAWZ. Without prejudice to the generality of
the foregoing, CONSULTANT shall not copy, replicate, with or without
modification, broadcast through any media, reverse assemble or reverse compile
any matter, material or product provided to the CONSULTANT by or with the
authority of JAWZ containing Confidential Information or pertaining to it.
CONSULTANT agrees to maintain all Confidential Information in strict confidence
and to secure and protect that Confidential Information in the same manner as
CONSULTANT protects its own most sensitive information or trade secrets, but in
no event with less than
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reasonable care.
4. CONSULTANT shall not use the Confidential Information for any purpose except
the purpose of this Agreement as specified above, and shall restrict the
disclosure of Confidential Information to persons within its own organization
who: (a) have responsibility for or are directly concerned with such purpose of
this Agreement; (b) are subject to non-disclosure or confidentiality obligations
to CONSULTANT (the Confidential Information constituting protected information
for purposes of such obligations; and (c ) have been informed and are fully
aware of CONSULTANT's obligations under this Agreement.
5. CONSULTANT shall return all Confidential Information disclosed or supplied to
it by JAWZ, in whatever form or format so supplied or disclosed, including any
documents containing any Confidential Information and all copies thereof or
extracts or notes thereon, to JAWZ immediately upon JAWZ's request. CONSULTANT
shall immediately notify JAWZ in the event that a third party shall obtain
access to any Confidential Information and shall cooperate fully with JAWZ in
remedying same.
6. CONSULTANT acknowledges that JAWZ conducts its business internationally and
that the covenants of non-disclosure and non-use in this Agreement shall be
effective in every country in the world.
7. In connection with the purpose of this Agreement and the disclosure of
Confidential Information, certain personnel, representatives or agents of
CONSULTANT, as are authorized by JAWZ, will be granted access to the facilities
of JAWZ at times and in numbers and identity as agreeable to JAWZ. All such
persons granted such access shall be subject to and comply with all requests and
regulations as may be considered appropriate by JAWZ for the security of
Confidential Information or other technology or to avoid interference with the
operation and administration of the facilities.
8. Without the prior written consent of the President or Chief Financial Officer
or JAWZ, CONSULTANT will not, and CONSULTANT will direct all of its partners,
officers, employees, agents and representatives not to, disclose to any person
or entity either the fact that discussions or negotiations are taking place in
connection with the purpose of this Agreement or any other potential
transactions between CONSULTANT and JAWZ, or any of the terms, conditions or
other facts with respect to any such purpose or potential transactions,
including the status thereof.
9. JAWZ makes no representation or warranty as to its rights of ownership in or
to practice any of the Confidential Information or the accuracy or completeness
of the Confidential Information supplied or disclosed to CONSULTANT.
10. CONSULTANT acknowledges and agrees that any breach of this Agreement would
cause immediate and irreparable injury to JAWZ and monetary damages would be
difficult if not impossible to ascertain. CONSULTANT agrees that should
CONSULTANT violate any of the terms and conditions of this Agreement, JAWZ shall
be entitled to seek and obtain immediate, preliminary and permanent injunctive
relief to enjoin further and future violations of this Agreement. Nothing
contained herein shall affect the right of JAWZ to seek and obtain monetary
damages in addition to such equitable relief.
11. This Agreement shall inure to the benefit of and be binding upon the heirs,
personal, representatives, successors and assigns of both JAWZ and CONSULTANT
and shall be construed as if written jointly by both parties and pursuant to the
laws of the Province of Alberta.
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12. The provisions of this Agreement are severable, and if any provision is held
to be invalid, unenforceable or void, the remaining provisions shall not be
invalidated thereby.
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13. Should JAWZ waive any violation or breach of any of CONSULTANT's obligations
to it, it shall not be considered a waiver of any succeeding breach or of the
obligation breached.
14. CONSULTANT agrees that this Agreement shall be interpreted in accordance
with the laws of the Province of Alberta and the federal laws of Canada
applicable therein and CONSULTANT consents to the jurisdiction of the courts of
the Province of Alberta with respect to all disputes and other matters arising
under or in connection with this Agreement. If JAWZ is required to take legal
action in order to enforce any provision of this Agreement or must threaten to
take legal action in order to obtain compliance with any provision of this
Agreement, JAWZ shall be entitled to recover from CONSULTANT all its costs and
expenses, including attorneys' fees, incurred in connection with such
enforcement efforts.
15. The terms of this Agreement shall remain in full force notwithstanding the
completion of CONSULTANT's evaluation of JAWZ the achievement or abandonment of
the purpose of this Agreement, the termination of its relationship with JAWZ or
the return of all written materials containing Confidential Information to JAWZ.
16. The obligations of CONSULTANT under paragraphs 3, 4 and 8 with respect to
any particular Confidential Information of JAWZ shall expire five (5) years
after such Confidential Agreement is first provided or disclosed by JAWZ to
CONSULTANT, but the remaining provisions of this Agreement shall survive such
termination.
If these terms are acceptable, please so indicate by signing and dating this
Agreement where indicated, and return the signed copy to Maggie Rowlands, JAWZ
Inc., 400, 630 - 8th Avenue S.W., Calgary, AB T2P 1G6, or fax to (403) 209-6125.
JAWZ INC.
Per: /s/ Robert J. Kubbernus
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Dated
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ACCEPTED AND AGREED,
STRATEGIC EQUITY CORP.
Per: /s/ Riaz Mamdani
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Dated
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