RELEASE AND SETTLEMENT AGREEMENT
--------------------------------
THIS made as of the 8th day of September, 1999.
BETWEEN:
▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a company duly incorporated pursuant to the federal
laws of Canada having an office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇
("VirtualSellers")
AND:
R. ▇▇▇▇ ▇▇▇▇▇▇, businessman, of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇ ▇▇▇
("Eccles")
AND:
CALLDIRECT CAPITAL CORP., a company duly incorporated pursuant to the laws of
Alberta having an office at ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
("Company")
WHEREAS:
▇. ▇▇▇▇▇▇ is a director and an employee of the Company and CallDirect
Enterprises Inc. ("CallDirect") and has rendered certain management services and
provide certain loans (the "Services and Loans") to the Company and its
subsidiaries, and has accordingly acquired and is in possession of certain
confidential information (the "Confidential Information") regarding the Company,
its subsidiaries and their respective businesses; and
▇. ▇▇▇▇▇▇ has agreed to, among other things, resign as a director,
officer and employee of the Company and CallDirect and to release the Company,
VirtualSellers and their respective subsidiaries from all claims and issues
(other than any claims in connection with certain consulting services provided
by Eccles to the Company and its subsidiaries between May 1, 1999 and August 31,
1999, the aggregate amount of which is not to exceed $13,500.00) that he now may
have or which may arise against the Company, VirtualSellers and/or their
respective subsidiaries in connection with the Services and Loans and the
positions held by him with the Company and its subsidiaries, in consideration
for the Company delivering to Eccles 75,000 common shares (the "CallDirect
Shares") in the capital of the VirtualSellers, VirtualSellers allotting and
issuing to Eccles 50,000 common shares (the "VirtualSellers Shares") in the
capital of VirtualSellers (the CallDirect Shares and the VirtualSellers Shares
are collectively referred to herein as the "Settlement Shares"), and the Company
agreeing to sell all of the shares of CallDirect to Eccles.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and of the covenants and agreements set out herein, the parties hereto covenant
and agree as follows:
1. ALLOTMENT AND ISSUANCE OF SHARES AND SALE OF CALLDIRECT
1.1 The Company will deliver to Eccles the CallDirect Shares and
VirtualSellers will allot and issue to Eccles the VirtualSellers Shares in
consideration of and as full and final payment of the Services and Loans (other
than any claims in connection with certain consulting services provided by
Eccles to the Company and its subsidiaries between May 1, 1999 and August 31,
1999, the aggregate amount of which is not to exceed $13,500.00), cancellation
of the Escrow Shares (as defined herein) and Eccles' covenants contained herein.
The Settlement Shares will be issued and delivered to Eccles upon the Company
receiving written approval for the cancellation of the Escrow Shares (as defined
herein) from The Alberta Stock Exchange (the "ASE").
1.2 VirtualSellers agrees to add registration of the VirtualSellers Shares
to any other share registration that it may file with the Unites States
Securities and Exchange Commission (the "SEC") during the next twelve (12)
months.
1.3 Eccles acknowledges that the Settlement Shares will be subject to a one
year hold period, commencing from the date of issuance of the Settlement Shares,
unless the Settlement Shares are registered with the SEC prior to the expiration
of such hold period.
1.4 The Company hereby agrees to sell (the "CallDirect Sale") and Eccles
agrees to purchase all of the issued and outstanding common shares in the
capital of CallDirect to Eccles in consideration of the sum of $1.00. Eccles
hereby agrees to change to corporate name of CallDirect within 45 days of the
completion of the CallDirect Sale to Eccles. The Company and Eccles hereby
agree to execute and deliver all such further documents, do or cause to be done
all such further acts and things, and give all such further assurances as may be
necessary to give full effect to CallDirect Sale.
2. CONFIDENTIAL INFORMATION
2.1 "Confidential Information" shall mean, for the purposes of this
Agreement, non-public information regarding the Company, its subsidiaries, their
respective businesses and management which, under the circumstances, ought
reasonably to be treated as confidential.
2.2 Within ten (10) days of the execution of this Agreement, Eccles shall
return all originals, copies, reproductions and summaries of or relating to the
Confidential Information to the Company.
2.3 Eccles hereby agrees, at any time before or after the execution of this
Agreement, that he has not and will not disclose any Confidential Information to
third parties except as provided herein. Eccles may disclose Confidential
Information in accordance with judicial or other governmental order, provided
that he shall give reasonable notice to the Company prior to such disclosure and
shall comply with any applicable protective order or equivalent.
2.4 Eccles hereby agrees, at any time after the execution of this Agreement,
that he will not utilize, in anyway whatsoever, the Confidential Information.
3. NON-COMPETITION CLAUSE
3.1 Eccles agrees with and for the benefit of the Company, its subsidiaries
and VirtualSellers that, for a period of three (3) years from the date of this
Agreement, he will not for any reason, directly or indirectly, either as an
individual or as a partner or joint venturer or as an employee, principal,
consultant, agent, shareholder, officer, director, or salesperson for any
person, firm, association, organization, syndicate, company or corporation, or
in any manner carry on, be engaged in, concerned with, interested in, advise,
lend money to, guarantee the debts or obligations of, permit his name or any
part of it to be used or employed by any person, business, firm, association,
syndicate, company, organization or corporation concerned with or engaged or
interested in a business which is the same as, or competitive with, the business
of the Company or its subsidiaries within British Columbia nor will Eccles
solicit or accept business with respect to products competitive with those of
the Company or its subsidiaries or from any of the Company's or its
subsidiaries' customers, wherever situate; provided that Eccles shall be
entitled, for investment purposes, to purchase and trade shares of a public
company which are listed and posted for trading on a recognized stock exchange
and the business of which public company may be in competition with the business
of the Company or its subsidiaries, provided that Eccles shall not directly or
indirectly, own more than 10% of the issued share capital of such public
company, or participate in its management or operation or in any advisory
capacity.
3.2 Eccles further agrees that, during the currency of this Agreement, it
will not hire or take away or cause to be hired or taken away any employee of
the Company or its subsidiaries.
4. RESIGNATION, REMUNERATION, CANCELLATION OF STOCK OPTIONS
4.1 Eccles agrees to resign, effective on the date of the issuance and
delivery of the Settlement Shares, from all positions as a director, officer and
employee of the Company and its subsidiaries. For the purposes of this
paragraph 4.1, Eccles agrees to execute the resignation attached hereto as
Schedule "A".
4.2 Upon execution of this Agreement, Eccles acknowledges and agrees that
all remuneration and compensation payable to him by the Company and its
subsidiaries will be suspended immediately, unless a new consulting agreement is
subsequently entered into among Eccles and the Company.
4.3 Eccles acknowledges and consents to the immediate cancellation of any
and all common shares in the capital of the Company which are held in escrow
(the "Escrow Shares") on his behalf. For the purposes of this paragraph 4.3,
Eccles agrees to execute the Consent to Cancellation attached hereto as Schedule
"B".
4.4 The Company will forthwith take all steps necessary to obtain the
approval of the ASE for the cancellation of the Escrow Shares.
4.5 Eccles acknowledges and consents to the immediate cancellation of any
and all incentive stock options (the "Options") he may hold in the capital of
the Company or its subsidiaries.
4.6 Eccles hereby appoints the President of the Company as his attorney with
power to execute any and all documents regarding cancellation of the Escrow
Shares and the Options and any other documents necessary to give effect to this
Agreement.
5. RELEASE OF THE COMPANY
5.1 Eccles hereby agrees that, upon delivery to him of the Settlement Shares
by the Company in accordance with the provisions of this Agreement, all claims
in connection with the Services and Loans (other than any claims in connection
with certain consulting services provided by Eccles to the Company and its
subsidiaries between May 1, 1999 and August 31, 1999, the aggregate amount of
which is not to exceed $13,500.00) will be fully satisfied and extinguished and
Eccles will remise, release and forever discharge the Company, VirtualSellers
and their respective subsidiaries and any of their respective directors,
officers and employees from any and all manner of actions, causes of action,
suits, debts, sums of money, due accounts, dues, bonds, covenants, contracts,
claims, demands, damages, costs, expenses and any and all legal obligations of
any and every kind and nature whatsoever, at law or in equity or under any
statute, whether known or unknown, suspected or unsuspected and which Eccles had
or may now have or which he hereafter may have for or by reason of any matter,
cause or thing and, in particular, but without limitation, for or by reason of
any matter, cause or thing which has been or may be sustained in consequence of
Eccles' relationship with the Company and its subsidiaries as a director,
officer, consultant, agent, employee or shareholder.
5.2 Eccles acknowledges that in making this Agreement he has been advised
and has had an opportunity to obtain independent legal advice, he has exercised
his own independent judgment and he has not been influenced to any extent
whatsoever by any representations, statements or conduct of any description
whatever on the part of any other parties to this Agreement.
6. GENERAL
6.1 Except as herein otherwise provided, no subsequent alteration,
amendment, change or addition to this Agreement will be binding upon the parties
hereto unless reduced to writing and signed by the parties.
6.2 This Agreement will enure to the benefit of and be binding upon the
parties and their respective heirs, executors, administrators, successors, and
assigns.
6.3 The parties will execute and deliver all such further documents, do or
cause to be done all such further acts and things, and give all such further
assurances as may be necessary to give full effect to the provisions and intent
of this Agreement.
6.4 This Agreement will be governed by and construed in accordance with the
law of British Columbia.
6.5 Any notice required or permitted to be given under this Agreement will
be in writing and may be given by delivering, sending by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy, or sending by prepaid registered mail posted in Canada and the
United States, the notice to the addresses set forth on the first page of this
agreement (or to such other address or facsimile number as any party may specify
by notice in writing to another party). Any notice delivered or sent by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy on a business day will be deemed
conclusively to have been effectively given on the day the notice was delivered,
or the transmission was sent successfully, as the case may be. Any notice sent
by prepaid registered mail will be deemed conclusively to have been effectively
given on the third business day after posting; but if at the time of posting or
between the time of posting and the third business day thereafter there is a
strike, lockout, or other labour disturbance affecting postal service, then the
notice will not be effectively given until actually delivered.
6.6 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.
6.7 The provisions herein contained constitute the entire agreement between
the parties and supersede all previous understandings, communications,
representations and agreements, whether written or verbal, between the parties
with respect to the subject matter of this Agreement.
6.8
In this Agreement, wherever the singular or masculine is used the same will be
deemed to include the plural, feminine or body politic or corporate and also the
successors and assigns of the parties hereto and each of them where the context
of the parties so require.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
CALLDIRECT CAPITAL CORP.
Per: /s/ signed
Authorized Signatory
▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
Per: /s/ ▇▇▇▇▇▇▇ Mol
Authorized Signatory
EXECUTED by R. ▇▇▇▇ ▇▇▇▇▇▇ in the )
presence of: )
)
/s/ ▇▇▇▇▇▇▇ Mol )
Signature )
▇▇▇▇▇▇▇ Mol )
Print Name )
▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇ )
▇▇▇▇▇▇▇ )
▇▇▇▇▇▇, ▇▇ )
) /s/ R. ▇▇▇▇ ▇▇▇▇▇▇
Businessman ) -------------------
Occupation ) R. ▇▇▇▇ ▇▇▇▇▇▇
SCHEDULE "A"
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RESIGNATION
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TO: CallDirect Capital Corp. and CallDirect Enterprises Inc.
The undersigned, R. ▇▇▇▇ ▇▇▇▇▇▇, does hereby resign from all positions as a
director and/or officer of CallDirect Capital Corp. and CallDirect Enterprises
Inc.
DATED this ----- day of ----------------, 1999.
/s/ R. ▇▇▇▇ ▇▇▇▇▇▇
R. ▇▇▇▇ ▇▇▇▇▇▇
SCHEDULE "B"
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September ----, 1999
WHEN USING MULTI-ADDRESS LTR YOU MUST COPY & PASTE ADDRESSES TO ENVELOPES
The Alberta Stock Exchange
Stock Exchange Tower
10th Floor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ Securities ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ 4th Floor, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
CIBC Mellon Trust Company
600 The Dome Tower
333-7th Avenue S.W.
6th floor
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Dear Sirs:
Re: CALLDIRECT CAPITAL CORP. (the "Company")
- --------------------------------------------
I am the beneficial shareholder of 3,400,000 escrow shares of the
Company.
I hereby consent to the outright cancellation of 3,400,000 escrow
shares owned by me, subject to regulatory approval as required.
EXECUTED THIS ----- day of September, 1999.
EXECUTED by R. ▇▇▇▇ ▇▇▇▇▇▇ in the )
presence of: )
)
)
Signature )
)
Print Name )
)
Address )
)
)
) -------------------
Occupation ) R. ▇▇▇▇ ▇▇▇▇▇▇