THIS CONSULTING AGREEMENT is made effective as of the 1st day of March, 1999
BETWEEN:
KAZARI INTERNATIONAL INC.
(hereinafter referred to as the "Company")
OF THE FIRST PART
AND:
MILLENIUM ADVISORS INC.
(hereinafter referred to as the "Consultant")
OF THE SECOND PART
WHEREAS the Company desires to retain the Consultant to provide advice and
services with respect to: mergers and acquisitions, corporate structuring,
corporate administration, raising financing, and such other advice and services
as may be reasonably requested from time to time pursuant to the terms of this
Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
convenants and promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged be
each, the parties hereto agree as follows:
ARTICLE 1
APPOINTMENT AND AUTHORITY OF CONSULTANT
1.1 APPOINTMENT OF CONSULTANT
The Company hereby appoints the consultant to provide advice
and services for the benefit to the Company as hereinafter set forth, and the
Company hereby authorizes the Consultant to exercise such powers as provided
under this Agreement. The Consultant accepts such appointment on the terms and
conditions herein set forth.
1.2 AUTHORITY OF CONSULTANT
The Consultant shall have no right or authority, express or
implied, to commit or otherwise obligate the Company in any manner whatsoever
except to the extent specifically provided herein or specifically authorized in
writing by the Company.
1.3 INDEPENDENT CONTRACTOR
In performing its services hereunder, the Consultant shall be
an independent contractor and not an employee or agent of the Company, except
that the Consultant shall be the agent of the Company solely in circumstances
where the Consultant must be the agent to carry out its obligations as set forth
in this Agreement.
Nothing in this Agreement shall be deemed to require the
Consultant to provide its services exclusively to the Company and the Consultant
hereby acknowledges that the Company is not required and shall not be required
to make any remittances and payments required of employers by statute on the
Consultant's behalf and the Consultant or any of its agents or employees shall
not be entitled to any benefits proved by the Company to its employees.
The Company acknowledges that since the Consultant is an
independent contractor and not an employee of the Company, the Consultant shall
have direction and control of the manner, methods, techniques and procedures
used by its agents or employees to perform the services described herein,
notwithstanding Article 2.1(d) of this Agreement.
ARTICLE 2
CONSULTANT'S AGREEMENT
2.1 CONSULTANT'S ACTIVITIES
The Consultant shall:
(a) provide the Company with advice with respect to mergers and
acquisitions, corporate structuring, and corporate
administration;
(b) assist the Company in raising financing for which the
consultant will be paid finders' fees as described in Appendix
"A" Finders Fee Agreement;
(c) provide such other advice and services as may be reasonably
requested from time to time pursuant to the terms of this
Agreement; and
(d) at all times be subject to the direction of the Company, and
shall keep the Company informed as to all matters concerning
the Consultant's activities.
2.2 BOOKS AND RECORDS
At all times during the term of this Agreement, the Consultant
shall cause accurate books and records of all expenditures made by it in
connection with the activities being performed for the Company under this
Agreement to be kept and keep all invoices, receipts and vouchers relating
thereto.
2.3 EXPENSE STATEMENTS
The Consultant shall be entitled, subject to proper
documentation, reimbursement by the Company for all reasonable expenses incurred
by the Consultant in carrying out its duties hereunder. The Consultant shall
obtain from the C.F.O. of Kazari pre-approved for any expenditure over
US$500.00.
ARTICLE 3
COMPANY'S AGREEMENTS
3.1 COMPENSATION OF CONSULTANT
As compensation for the services rendered by the Consultant
pursuant to this Agreement, the Company shall pay to the Consultant, in addition
to reasonable expenses to be reimbursed to the Consultant in accordance with
Section 2.3, the sum of TWENTY THOUSAND DOLLARS in the lawful currency of the
United States of America (US$20,000) per month, payable as to one half on the
15th and 30th of each month, or if a Saturday, Sunday or holiday the next
following business day.
ARTICLE 4
DURATION, TERMINATION AND DEFAULT
4.1 EFFECTIVE DATE
This Agreement shall become effective as of the 1st day of
March, 1999 and shall remain in force for a period of one year.
4.2 TERMINATION
This Agreement may be terminated by either party by giving the
other sixty (60) days written notice of such termination.
4.3 DUTIES UPON TERMINATION
Upon termination of this Agreement for any reason, the
Consultant shall upon receipt of all sums due and owing, promptly deliver the
following in accordance with the directions of the Company:
(a) a final accounting, reflecting the balance of expenses
incurred on behalf of the Company as of the date of
termination; and
(b) all documents pertaining to the Company or this Agreement,
including but not limited to, all books of account,
correspondence and contracts.
4.4 COMPENSATION OF CONSULTANT ON TERMINATION
Upon termination of this Agreement, the Consultant shall be
entitled to receive as its full and sole compensation in discharge of
obligations of the Company to the Consultant under this Agreement, all sums due
and payable under this Agreement to the date of termination and the Consultant
shall have no right to receive any further payments; provided, however, that the
Company shall have the right to offset against any payment owing to the
Consultant under this Agreement any damages, liabilities, costs or expenses
suffered by the Company by reason of the fraud, negligence or wilful act of the
Consultant to the extent such right have not been waived by the Company.
ARTICLE 5
CONFIDENTIALITY
5.1 OWNERSHIP OF WORK PRODUCT
All reports, documents, concepts, products and processes
together with any marketing schemes, business or sales contracts, or any
business opportunities prepared, produced developed, or acquired, by or at the
direction of the Consultant, directly or indirectly, in connection with or
otherwise developed by the Consultant in accordance with this Agreement
(collectively, the "Work Product") shall belong exclusively to the Company which
shall be entitled to all moral rights, interest, profits or benefits in respect
thereof. No copies, summaries or other reproductions or any Work Product shall
be made by the Consultant or any of its agents or employees without the express
permission of the Company.
5.2 CONFIDENTIALITY
The Consultant shall not, except as authorized or required by
his duties, reveal or divulge to any person or companies any of the trade
secrets, secret or confidential operations, processes or dealings or any
information concerning the organization, business, finances, transactions or
other affairs of the Company, which may come to the knowledge of the Consultant
during the term of this Agreement and shall keep in complete secrecy all
confidential information entrusted to the Consultant and shall not use or
attempt to use any such information in any manner which may injure or cause
loss, either directly or indirectly, to the Company's business or may be likely
so to do. This restriction shall continue to apply after the termination of this
Agreement without limit to point of time but shall cease to apply to information
or knowledge which may come into public domain.
The Consultant shall comply, and shall cause its agents and
employees to comply, with this Section 5.2 and with such directions as the
Company shall make to ensure the safeguarding or confidentiality of all such
information. The Company may require that any agent or employee of the
Consultant execute an agreement with the Company regarding the confidentiality
of all such information.
ARTICLE 6
REGULATORY REQUIREMENTS
6.1 AGREEMENT SUBJECT TO APPLICABLE REGULATORY REQUIREMENTS
The parties hereto agree that this Agreement will be subject
to all applicable regulatory requirements and regulatory approvals, if any, and
will take all steps necessary to comply with and obtain any such requirements or
approvals.
ARTICLE 7
MISCELLANEOUS
7.1 WAIVER OR CONSENTS
No consent , approval or waiver, express or implied, by either
party hereto, to or of any breach of default by the other party in the
performance by the other party of its obligations hereunder shall be deemed or
construed to be a consent or waiver to or of any other breach or default in the
performance by such other party of the same or any other obligations of such
other party or to declare the other party in default, irrespective of how long
such failure continues, shall not constitute a general waiver by such party of
its rights under this Agreement, and the granting of any consent or approval in
any one instance by or on behalf of the Company shall not be construed to waiver
or limit the need for such consent in any other or subsequent instance.
7.2 GOVERNING LAW
This Agreement shall be governed by the laws of Ontario.
7.3 SUCCESSORS, ETC.
This Agreement shall enure to the benefit of and be binding
upon each of the parties hereto and their respective heirs, successors and
permitted assigns.
7.4 SUBCONTRACTS AND ASSIGNMENT
The Consultant may delegate or subcontract any duties or
obligations or arising hereunder, or any portion thereof. However, no such
delegation or subcontracting shall relieve the Consultant from any of its
obligations under this Agreement and a subcontractor shall, as between the
Company and the Consultant, be deemed to the agent of the Consultant.
This Agreement may not be assigned by any party except with
the prior written consent of the other party hereto.
In the event that this Agreement or any portion thereof is
assigned or subcontracted, any such assignment or subcontract shall be made
subject to the terms of this Agreement and the Consultant shall require the
assignee or subcontractor, as the case may be, to
acknowledge such terms in writing at the time the assignment or subcontract
agreement is executed.
7.5 ENTIRE AGREEMENT AND MODIFICATION
This Agreement constitutes the entire agreement between the
parties hereto and supersedes all prior agreements and undertakings, whether
oral or written, relative to the subject matter hereof. To be effective, any
modification of this Agreement must be in writing and signed by both parties
hereto.
7.6 HEADINGS
The headings of the Sections and Articles of this Agreement
are inserted for convenience of reference only and shall not in any manner
affect the construction or meaning of anything contained or govern the rights or
liabilities of the parties hereto.
7.7 NOTICES
All notices, requests and communications required or permitted
hereunder shall be in writing and shall be sufficiently given and deemed to have
been received upon personal delivery or, if mailed, upon the first to occur of
actual receipt or forty-eight (48) hours after being placed in the mail, postage
prepaid, registered or certified mail, return receipt requested, respectively
addressed to the Company or the Consultant as follows:
The Company:
KAZARI INTERNATIONAL INC.
BCE PLACE
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Fax number: ▇▇▇ ▇▇▇-▇▇▇▇
Attention: CEO or President
The Consultant:
MILLENIUM ADVISORS INC.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇
Fax number: ▇▇▇ ▇▇▇-▇▇▇▇
or such other address as may be specified in writing to the other party, but
notice of a change of address shall be effective only upon the actual receipt.
7.8 TIME OF THE ESSENCE
Time is of the essence.
7.9 FURTHER ASSURANCES
The parties herein agree from time to time after all the
execution hereof to make, do, execute or cause or permit to be made, done or
executed all such further and other lawful acts, deeds, things, devices and
assurances in law whatsoever as may be required to carry out the true intention
and to give full force and effect to this Agreement.
7.10 EXCEPTIONS
This Agreement may be executed in several counterparts, each
of which will be deemed to be an original and all of which will together
constitute one and the same instrument.
Delivery of an executed copy of this Agreement by electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy will be deemed to be execution and delivery of this
Agreement as of the day and year first above written.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above written.
KAZARI INTERNATIONAL INC. MILLENIUM ADVISORS INC.
Per: Per:
------------------------------- ----------------------------
Authorized Signatory Authorized Signatory