AUTHORISZOR
March 31, 2000
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▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: V.P. SALES - CONSULTING CONTRACT
Dear ▇▇▇▇:
In accordance with our discussions, Authoriszor Inc. is pleased to offer you
the following consulting contract to be VICE PRESIDENT - SALES FOR NORTH
AMERICA. The terms of your contract are as follows:
START DATE: April 4, 2000
CONTRACT DURATION: 26 weeks (excludes one week in May for your
vacation)
CONTRACT EXPIRATION: September 29, 2000
WORK DAYS: 4 days per week (excluding civic & statutory
holidays, and to attend DeskNet Inc.'s quarterly
Board meetings
RATE: $1,500 per day
INVOICING: First day of each month
PAYMENT: Net 10 days
EXPENSES: Authoriszor will reimburse you for all business
related expenses, consistent with the company's
business practices. Monthly expense claims are to
be submitted on the last business day of each month.
BENEFITS: As an independent consultant, the company does not
provide you with any employee-related benefits and
you are responsible for making the appropriate tax
filing for these contract earnings.
INCENTIVE BONUS: Authoriszor agrees to provide you with an Incentive
Revenue Bonus, payable at the end of your contract,
equivalent to 3% of all North American sales that
are revenued during your contract term, or that are
booked during your contract and are revenued within
30 days after your contract has ended.
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March 31, 2000
Page 2
DUTIES: During this contract your duties, authority, and
responsibility will be consistent with the role and
obligations of a V.P. Sales (N.A.), which typically
includes the following:
- assist to define Authoriszor's product's
positioning, pricing, sales compensation plans,
marketing strategy, sales model, and financial
targets to achieve the company's objectives;
- emphasis should be given to pursuing major sales
to strategic, high-profile Fortune 1000
companies, so as to provide Authoriszor with
significant credibility and profile in the U.S.
marketplace;
- additionally, emphasis should be given to
establishing strategic partnerships for the
resale of Authoriszor's products;
- implement appropriate sales prospecting
techniques, sales model, sales forecasting
procedures and tools, sales territory or
accounts' allocations, and sales campaign
management to deliver predictable revenue
performance to meet agreed upon sales objectives;
- recruit sales personnel in accordance with
company's manpower plan;
- working with corporate management to establish
the financial objectives for the U.S. sales
operation for the next fiscal year (July 1 to
June 30).
CONSULTANT'S WORK: All work, recommendations, and information
performed by you during this agreement shall be the
property of the Company;
PROPRIETARY MATERIAL: Any materials relating to the Company or its
business, written, printed or otherwise shall be
used by you only in the performance of your duties
during your contract. All rights, title and
interest in these materials remain with the Company.
NON-COMPETE: You agree that for a period of 12 months after the
end of your contract, that you will not perform
advisory or consulting services by any direct
competitor of Authoriszor.
GOVERNING LAW: This Contract's terms and the laws of the
Commonwealth of Massachusetts shall govern this
agreement.
NON-ASSIGNABILITY: This contract is a personal services agreement, and
therefore none of the rights or obligations of this
contract may be assigned or otherwise transferred
to anyone else.
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March 31, 2000
Page 3
NOTICES: Either you or Authoriszor can terminate this
agreement with 45 days written notice.
ENTIRE AGREEMENT: This agreement represents the only and your entire
agreement.
STOCK OPTIONS: In the event that Authoriszor Inc. and you agree to
change your Consulting Agreement to an Employment
Agreement during the term of this contract, the
stock price for any Employee Stock Options that you
may be granted will be at the stock price of the
Authoriszor shares at the close of trading on the
business day prior to the commencement date of your
consulting contract.
▇▇▇▇, I believe that from our discussion that this contract will meet your
defined objectives and facilitate your orderly transition from your other
consulting commitments in a planned and reasonable manner.
With your significant and proven sales management experience, the growing
marketplace requirements for the Authoriszor solution, and the sales support
that your sales operation will be provided from skilled individuals such as ▇▇
▇▇▇▇▇ - Director, Technology and his team, Authoriszor is looking forward to
your immediate and significant contributions in assisting our U.S. sales
operations and business performance.
To confirm you acceptance of this Consulting Agreement, please sign and fax a
copy of this letter to me by April 1, 2000.
Yours truly,
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
PRESIDENT & CEO
Authoriszor Inc.
AGREED: APPROVED:
/s/▇▇▇▇ ▇▇▇▇▇ /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
4/1/00 4/1/00
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