Exhibit 10.2
MONITORING AGREEMENT
June 30th, 2006
Private and Confidential
By fax: 514-344-8675
Teleplus Connect Corp.,
7575 Route Trans Canada,
Suite 305,
St. Laurent, Quebec,
H47 1V6
Attention: Mr. Marius Silvasan, President
Dear Mr. Silvasan;
RE: Purchase of shares by Tele Plus Connect Corp ("the Corporation"), of Telizon
Inc., 1500536 Ontario Inc. and Keda Consulting Corp.
APPOINTMENT
1. In accordance with our discussions, we wish to confirm that we have
appointed Paddon + Yorke Inc. (the "Monitor") to act as a monitor to
review the financial activities of the Corporation in accordance
with the terms and provisions of this agreement. This agreement
shall remain in place until August 1st 2006 unless otherwise agreed
by all parties in writing.
DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE MONITOR
2. The Monitor shall have full and complete access to the books and
records of the Corporation and the Corporation shall provide the
Monitor with full and complete access to its officers, directors,
employees, servants and agents for the purpose of obtaining
information with respect of any matters relating to this Monitoring
Agreement, provided however that such access shall not interfere
with the business and/or operation of the Corporation.
3. The Monitor may make full disclosure to the appointing Secured
Creditors of all information and documents it obtains in the course
of its review. The Monitor may make copies of any documentation
necessary to facilitate its review and may show such documents to
the Secured Creditors and their legal advisers. The Corporation
shall comply with the request by the Monitor for further information
and for the comments of the Corporation on the information supplied
in its reports. The Monitor is, however, under no obligation to
change its reports as a result of the Corporation's comments. The
Monitor agrees that it shall comply with all requests of the
Corporation regarding the Corporation's compliance with applicable
laws, including securities laws, and shall not disclose any
information and/or documents, if in the reasonable opinion of the
Corporation or its counsel such disclosure would violate applicable
law.
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4. The Monitor shall not have control over any of the operations and
affairs of the Corporation, nor shall the Monitor take part in the
management of the Corporation's affairs other than the approval of
the payment of corporate liabilities incurred in the normal course
of business. Without limiting the generality of the foregoing, the
Monitor shall not be entitled to approve or execute agreements, sign
cheques or otherwise sign on bank accounts, or interfere with the
conduct of business of the Corporation. The Monitor shall not hold
itself out as an agent of the Corporation, nor shall it be deemed to
be in possession of the premises of the Corporation. The Monitor is
acting solely on behalf of the Secured Creditors named above.
5. The Monitor may obtain legal advice relative to its investigations
and report from the Secured Creditors legal advisers.
6. If the Secured Creditors decide to enforce any of their security
held by them against the Corporation's assets, the Monitor, or any
person or corporation associated with it, may, with the
Corporation's consent, be appointed to act as receiver and manager
of the Corporation's assets or as agent of the Secured Creditors.
7. The Corporation shall pay the Secured Creditor all fees and
expenses, including legal fees and expenses relating to the Monitor.
Such fees and expenses shall be based on the total time expended by
the various members of the Monitor at their prevailing rates. Any
such fees that are paid by the Secured Creditors shall be treated as
an advance to the Corporation secured by the Secured Creditor's
security documents. Notwithstanding the foregoing, such fees and
expenses shall not exceed $6,000.
8. Neither the Secured Creditors nor the Monitor shall incur any
liability to the Corporation, its shareholders, directors or
officers whatsoever as a result of any act or omission of the
Monitor in the exercise of its mandate, except from .
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9. The appointment of the Monitor, and the review it undertakes in
accordance with the terms set out herein, shall not in any way
operate as a waiver or merger of any of the Secured Creditor's
rights under any loan agreement, debt instrument or security.
We are advised by the Monitor that their professional fees (including reasonable
out of pocket costs) will be driven by the amount of time and level of staff
which will be required to be devoted to accomplishing the objectives as set out
above. Such fees may also vary depending upon the nature and the timely access
by the Monitor to the information required and explanations to be provided by
management.
It is envisaged that the professional fees to August 1st., 2006 may be in the
range of $6,000.
Dated this 30th day of June 2006.
ON BEHALF OF THE SECURED
CREDITORS
Per:
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ACCEPTANCE BY THE CORPORATION
Teleplus Connect Corp. hereby agrees to the appointment of Paddon + Yorke Inc.
as Monitor in accordance with the terms and conditions set out above.
Dated this _____ day of June 2006.
Per:
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Name: Marius Silvasan
Title: President
ACCEPTANCE BY THE MONITOR
Paddon + Yorke Inc. hereby accepts the foregoing engagement.
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Dated this ______ day of June 2006.
Per:
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Name: Clyde Yorke
Title: President
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