CONSULTING AGREEMENT
THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is entered into
and effective as of December 1, 2002 by and between ▇▇▇▇▇▇ Ak ▇▇▇▇▇▇▇, of 53
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (the "Consultant"), and GREEN FUSION CORPORATION,
a Corporation ("Green Fusion").
1. RECITAL
This Agreement is entered into with reference to and in contemplation of
the following facts, circumstances and representations:
1.1 Green Fusion desires to engage the services of the Consultant to assist it
with respect to real estate and leasing services.
1.2 The Consultant desires to provide such real estate and leasing services to
Green Fusion as a contractor and pursuant to the terms and conditions set
forth herein.
2. NATURE AND EXTENT OF CONSULTING SERVICES
2.1 Term of Agreement This Agreement shall be for a term of 2 months and shall
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terminate on February 1, 2003.
2.2 Duties of Consultant During the term of this Agreement, Consultant shall
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provide advice to undertake for and consult with Green Fusion concerning
the Company's business development in Japan and to provide guidance on the
development of criteria for future expansion for Brussels Chocolates.
2.3 Devotion to Duty Consultant agrees to devote such time as is reasonable
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on an "as needed" basis. Consultant is free to represent or perform
services for other clients, provided it does not interfere with the duties
contained in this Agreement
2.4 Duties of Green Fusion Green Fusion shall provide Consultant, on a regular
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and timely basis, with all approved data and information about it, its
subsidiaries, its management, its products and services and its operations
as shall be reasonably requested by Consultant, and shall advise Consultant
of any facts which would affect the accuracy of any data and information
previously supplied pursuant to this paragraph.
2.5 Compensation In consideration of entering into this Agreement, Green Fusion
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shall issue to Consultant a total of 371,280 Units, where each Unit
consists of one common share and one share purchase warrant, which common
shares are fully paid upon the execution hereof and the binding of the
Consultant to the obligations herein. The Warrant will be a
/s/ HIKL
non-transferable share purchase warrant granting the holder the right to
purchase one common share of Green Fusion at the exercise price of $0.10 at
any time during the period of 12 months from the date of the issuance of
the Units, pursuant to the terms of the Warrant Agreement.
2.6 Nondisclosure of Information Consultant agrees that it will not at any
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time, in any fashion, form or manner, either directly or indirectly,
divulge, disclose or communicate to any person, firm or corporation, in any
manner whatsoever, any information of any kind, nature or description
concerning any matters affecting or relating to the business of Green
Fusion.
2.7 Assignment of Agreement Due to the personal nature of the services to be
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rendered by the Consultant, this Agreement may not be assigned by the
Consultant without the prior written consent of Green Fusion.
2.8 Prohibited Activities Consulting services provided under this agreement
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shall not include:
- services in connection with the offer or sale of securities in a
capital-raising transaction;
- services that directly or indirectly promote or maintain a market for
the securities of Green Fusion including without limitation the
dissemination of information that reasonably may be expected to
sustain or raise or otherwise influence the price of the securities;
- services providing investor relations or shareholder communications;
- consultation on mergers that take a private company public;
- consultation in connection with financing that involves any securities
issuance, whether equity or debt.
3. CO-OPERATION, ARBITRATION, INTERPRETATION, MODIFICATION AND ATTORNEY FEES
3.1 Co-operation of Parties The parties further agree that they will do all
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things necessary to accomplish and facilitate the purpose of this Agreement
and that they will sign and execute any and all documents necessary to
bring about and prefect the purposes of this Agreement.
3.2 Arbitration The parties hereby submit all controversies, claims, and
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matters of difference arising out of this Agreement to arbitration in the
Province of British Columbia, according to the rules and practices of the
Canadian Arbitration Association. This submission and agreement to
arbitrate shall be specifically enforceable. The Agreement shall further be
governed by the laws of British Columbia.
3.3 Interpretation of Agreement The parties agree that should any provision of
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this Agreement be found to be ambiguous in any way, such ambiguity shall
not be resolved
/s/ HIKL
by construing such provisions or any part of or the entire Agreement in
favour of or against any party herein, but rather by
construing the terms of this Agreement fairly and reasonably in accordance
with their generally accepted meaning.
3.4 Modification of Agreement This Agreement may be amended or modified in any
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way and at any time by an instrument in writing, signed by each of the
parties hereto, stating the manner in which it is amended or modified. Any
such writing amending or modifying of this Agreement shall be attached to
and kept with this Agreement.
3.5 Legal Fees If any legal action or any arbitration or other proceeding is
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brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with any of the
provisions of the Agreement, the successful or prevailing party shall be
entitled to recover reasonable legal fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it may be
entitled.
3.6 Entire Agreement This Agreement constitutes the entire Agreement and
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understanding of the parties hereto with respect to the matters herein set
forth, and all prior negotiations, writings and understandings relating to
the subject matter of this Agreement are merged herein and are superseded
and cancelled by this Agreement.
3.7 Counterparts This Agreement may be signed in one or more counterparts.
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3.8 Facsimile Transmission Signatures A signature received pursuant to a
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facsimile transmission shall be sufficient to bind a party to this
Agreement.
DATED this 15th day of November, 2002.
/s/ L. ▇▇▇▇ ▇▇▇▇▇▇▇, President /s/ ▇▇▇▇▇▇ Ak ▇▇▇▇▇▇▇
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L. ▇▇▇▇ ▇▇▇▇▇▇▇, President ▇▇▇▇▇▇ Ak ▇▇▇▇▇▇▇
▇▇▇▇▇ Fusion Corporation