COMPANY'S AGREEMENTS
3.1 Remuneration. As compensation for agreeing to provide the services to the
Company and enter into this agreement, the Contractor shall receive a total of
1,000,000 restricted shares of common stock of the Company ("Compensation
Shares") to be issued as follows:
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5 certificates of 100,000 restricted shares each in the name of Shawn A.
Becker;
5 certificates of 100,000 restricted shares each in the name of New Vision
Consulting Corp.
As further compensation for the Services rendered, the Contractor shall receive
an additional 500,000 restricted shares of common stock of the Company
("Compensation Shares") prior to July 31, 2009, to be issued as follows:
2 certificates of 100,000 restricted shares each in the name of Shawn A.
Becker;
3 certificates of 100,000 restricted shares each in the name of New Vision
Consulting Corp.
3.2 Voting of Compensation Shares. The Contractor covenants and agrees that,
with respect to the Compensation Shares that it receives, it shall, at all times
that it is the beneficial owner of such shares, vote such shares on all matters
coming before it as a stockholder of the Company in the same manner as the
majority of the board of directors of the Company shall recommend.
3.3 Information. Subject to the terms of this Agreement, including without
limitation 0 hereof, and provided that the Contractor agrees that it will not
disclose any material non-public information to any person or entity, the
Company shall make available to the Contractor such information and data and
shall permit the Contractor to have access to such documents as are reasonably
necessary to enable it to perform the Services under this Agreement. The Company
also agrees that it will act reasonably and promptly in reviewing materials
submitted to it from time to time by the Contractor and inform the Contractor of
any material inaccuracies or omissions in such materials.
ARTICLE 4
DURATION, TERMINATION AND DEFAULT
4.1 Effective Date. This Agreement shall become effective as of March 30, 2009
(the "EFFECTIVE Date"), and shall continue until September 30, 2009 or the
Contractor is terminated pursuant to the terms of this Agreement.
4.2 Termination. Without prejudicing any other rights that the Company may have
hereunder or at law or in equity, the Company may terminate this Agreement
immediately upon delivery of written notice to the Contractor if:
(a) the Contractor breaches section 0 of this Agreement;
(b) the Contractor breaches any other material term of this Agreement and
such breach is not cured to the reasonable satisfaction of the Company
within thirty (30) days after written notice describing the breach in
reasonable detail is delivered to the Contractor;
(c) the Company acting reasonably determines that the Contractor has
acted, is acting or is likely to act in a manner detrimental to the
Company or has violated or is likely to violate the confidentiality of
any information as provided for in this Agreement;
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(d) the Contractor is unable or unwilling to perform the Services under
this Agreement, or
(e) the Contractor commits fraud, serious neglect or misconduct in the
discharge of the Services.
4.3 Duties Upon Termination. Upon termination of this Agreement for any reason,
the Contractor 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, provided that the Contractor shall be entitled thereafter
to inspect, examine and copy all of the documents which it delivers in
accordance with this provision at all reasonable times upon three (3)
days' notice to the Company.
4.4 Compensation of Contractor on Termination. Upon termination of this
Agreement, the Contractor shall be entitled to receive as its full and sole
compensation in discharge of obligations of the Company to the Contractor under
this Agreement all sums due and payable under this Agreement to the date of
termination and the Contractor 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 Contractor under this Agreement any damages,
liabilities, costs or expenses suffered by the Company by reason of the fraud,
negligence or wilful act of the Contractor, to the extent such right has not
been waived by the Company.
ARTICLE 5
CONFIDENTIALITY AND NON-COMPETITION
5.1 Maintenance of Confidential Information. The Contractor acknowledges that in
the course of its appointment hereunder the Contractor will, either directly or
indirectly, have access to and be entrusted with information (whether oral,
written or by inspection) relating to the Company or its respective affiliates,
associates or customers (the "CONFIDENTIAL INFORMATION"). For the purposes of
this Agreement, "Confidential Information" includes, without limitation, any and
all Developments (as defined herein), trade secrets, inventions, innovations,
techniques, processes, formulas, drawings, designs, products, systems,
creations, improvements, documentation, data, specifications, technical reports,
customer lists, supplier lists, distributor lists, distribution channels and
methods, retailer lists, reseller lists, employee information, financial
information, sales or marketing plans, competitive analysis reports and any
other thing or information whatsoever, whether copyrightable or uncopyrightable
or patentable or unpatentable. The Contractor acknowledges that the Confidential
Information constitutes a proprietary right, which the Company is entitled to
protect. Accordingly the Contractor covenants and agrees that during the Term
and thereafter until such time as all the Confidential Information becomes
publicly known and made generally available through no action or inaction of the
Contractor, the Contractor will keep in strict confidence the Confidential
Information and shall not, without prior written consent of the Company in each
instance, disclose, use or otherwise disseminate the Confidential Information,
directly or indirectly, to any third party.
5.2 Exceptions. The general prohibition contained in Section 0 against the
unauthorized disclosure, use or dissemination of the Confidential Information
shall not apply in respect of any Confidential Information that:
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(a) is available to the public generally in the form disclosed;
(b) becomes part of the public domain through no fault of the Contractor;
(c) is already in the lawful possession of the Contractor at the time of
receipt of the Confidential Information; or
(d) is compelled by applicable law to be disclosed, provided that the
Contractor gives the Company prompt written notice of such requirement
prior to such disclosure and provides assistance in obtaining an order
protecting the Confidential Information from public disclosure.
5.3 Developments. Any information, data, work product or any other thing or
documentation whatsoever which the Contractor, either by itself or in
conjunction with any third party, conceives, makes, develops, acquires or
acquires knowledge of during the Contractor's appointment with the Company or
which the Contractor, either by itself or in conjunction with any third party,
shall conceive, make, develop, acquire or acquire knowledge of (collectively the
"DEVELOPMENTS") during the Term or at any time thereafter during which the
Contractor is engaged by the Company that is related to the business of the
Company shall automatically form part of the Confidential Information and shall
become and remain the sole and exclusive property of the Company. Accordingly,
the Contractor does hereby irrevocably, exclusively and absolutely assign,
transfer and convey to the Company in perpetuity all worldwide right, title and
interest in and to any and all Developments and other rights of whatsoever
nature and kind in or arising from or pertaining to all such Developments
created or produced by the Contractor during the course of performing this
Agreement, including, without limitation, the right to effect any registration
in the world to protect the foregoing rights. The Company shall have the sole,
absolute and unlimited right throughout the world, therefore, to protect the
Developments by patent, copyright, industrial design, trademark or otherwise and
to make, have made, use, reconstruct, repair, modify, reproduce, publish,
distribute and sell the Developments, in whole or in part, or combine the
Developments with any other matter, or not use the Developments at all, as the
Company sees fit.
5.4 Protection of Developments. The Contractor does hereby agree that, both
before and after the termination of this Agreement, the Contractor shall perform
such further acts and execute and deliver such further instruments, writings,
documents and assurances (including, without limitation, specific assignments
and other documentation which may be required anywhere in the world to register
evidence of ownership of the rights assigned pursuant hereto) as the Company
shall reasonably require in order to give full effect to the true intent and
purpose of the assignment made under Section 0 hereof. If the Company is for any
reason unable, after reasonable effort, to secure execution by the Contractor on
documents needed to effect any registration or to apply for or prosecute any
right or protection relating to the Developments, the Contractor hereby
designates and appoints the Company and its duly authorized officers and agents
as the Contractor's agent and attorney to act for and in the Contractor's behalf
and stead to execute and file any such document and do all other lawfully
permitted acts necessary or advisable in the opinion of the Company to effect
such registration or to apply for or prosecute such right or protection, with
the same legal force and effect as if executed by the Contractor.
5.5 Remedies. The parties to this Agreement recognize that any violation or
threatened violation by the Contractor of any of the provisions contained in
this 0 will result in immediate and irreparable damage to the Company and that
the Company could not adequately be compensated for such damage by monetary
award alone. Accordingly, the Contractor agrees that in the event of any such
violation or threatened violation, the Company shall, in addition to any other
remedies available to the Company at law or in equity, be entitled as a matter
of right to apply to such relief by way of restraining order, temporary or
permanent injunction and to such other relief as any court of competent
jurisdiction may deem just and proper.
<PAGE>
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5.6 Reasonable Restrictions. The Contractor agrees that all restrictions in this
0 are reasonable and valid, and all defenses to the strict enforcement thereof
by the Company are hereby waived by the Contractor.
ARTICLE 6
DEVOTION TO CONTRACT
6.1 Devotion to Contract. During the term of this Agreement, the Contractor
shall devote sufficient time, attention, and ability to the business of the
Company, and to any associated company, as is reasonably necessary for the
proper performance of the Services pursuant to this Agreement. Nothing contained
herein shall be deemed to require the Contractor to devote its exclusive time,
attention and ability to the business of the Company. During the term of this
Agreement, the Contractor shall, and shall cause each of its agents assigned to
performance of the Services on behalf of the Contractor, to:
(a) at all times perform the Services faithfully, diligently, to the best
of its abilities and in the best interests of the Company;
(b) devote such of its time, labour and attention to the business of the
Company as is necessary for the proper performance of the Services
hereunder; and
(c) refrain from acting in any manner contrary to the best interests of
the Company or contrary to the duties of the Contractor as
contemplated herein.
6.2 Other Activities. The Contractor shall not be precluded from acting in a
function similar to that contemplated under this Agreement for any other person,
firm or company.
ARTICLE 7
PRIVATE PLACEMENT OF COMPENSATION SHARES
7.1 Documents Required from Contractor. The Contractor shall complete, sign and
return to the Company as soon as possible, on request by the Company, such
additional documents, notices and undertakings as may be required by regulatory
authorities and applicable law.
7.2 Acknowledgements of Contractor The Contractor acknowledges and agrees that:
(a) the Contractor agrees and acknowledges that none of the Compensation
Shares have been registered under the Securities Act of 1933 or under
any state securities or "blue sky" laws of any state of the United
States, and, unless so registered, may not be offered or sold in the
United States or, directly or indirectly, to U.S. Persons (as that
term is defined in Regulation S under the Securities Act of 1933),
except in accordance with the provisions of Regulation S, pursuant to
an effective registration statement under the Securities Act of 1933,
or pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act of 1933 and in
each case only in accordance with applicable state securities laws;
(b) the Contractor has not acquired the Compensation Shares as a result
of, and will not itself engage in, any "directed selling efforts" (as
defined in Regulation S under the 1933 Act) in the United States in
respect of any of the Securities which would include any activities
undertaken for the purpose of, or that could reasonably be expected to
have the effect of, conditioning the market in the United States for
the resale of any of the Compensation Shares; provided, however, that
the Contractor may sell or otherwise dispose of any of the
Compensation Shares pursuant to registration thereof under the 1933
<PAGE>
-7-
Act and any applicable state securities laws or under an exemption
from such registration requirements;
(c) the Compensation Shares will be subject to a hold period from the date
of issuance of the Compensation Shares unless such Compensation Shares
are registered with the Securities and Exchange Commission ("SEC");
(d) the decision to execute this Agreement and purchase the Compensation
Shares agreed to be purchased hereunder has not been based upon any
oral or written representation as to fact or otherwise made by or on
behalf of the Company other than those made by the Company in the
information the Company has filed with the SEC;
(e) it will indemnify and hold harmless the Company and, where applicable,
its directors, officers, employees, agents, advisors and shareholders
from and against any and all loss, liability, claim, damage and
expense whatsoever (including, but not limited to, any and all fees,
costs and expenses whatsoever reasonably incurred in investigating,
preparing or defending against any claim, lawsuit, administrative
proceeding or investigation whether commenced or threatened) arising
out of or based upon any representation or warranty of the Contractor
contained herein or in any document furnished by the Contractor to the
Company in connection herewith being untrue in any material respect or
any breach or failure by the Contractor to comply with any covenant or
agreement made by the Contractor to the Company in connection
therewith;
(f) the issuance and sale of the Compensation Shares to the Contractor
will not be completed if it would be unlawful;
(g) the Compensation Shares are not listed on any stock exchange or
subject to quotation and no representation has been made to the
Contractor that the Compensation Shares will become listed on any
other stock exchange or subject to quotation on any other quotation
system;
(h) no securities commission or similar regulatory authority has reviewed
or passed on the merits of the Compensation Shares;
(i) there is no government or other insurance covering the Compensation
Shares;
(j) there are risks associated with an investment in the Compensation
Shares, including the risk that the Contractor could lose all of its
investment;
(k) the Contractor and the Contractor's advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from the Company
in connection with the distribution of the Compensation Shares
hereunder, and to obtain additional information, to the extent
possessed or obtainable without unreasonable effort or expense,
necessary to verify the accuracy of the information about the Company;
(l) the books and records of the Company were available upon reasonable
notice for inspection, subject to certain confidentiality
restrictions, by the Contractor during reasonable business hours at
its principal place of business, and all documents, records and books
in connection with the distribution of the Compensation Shares
hereunder have been made available for inspection by the Contractor,
the Contractor's lawyer and/or advisor(s);
<PAGE>
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(m) the Company will refuse to register any transfer of the Compensation
Shares not made in accordance with the provisions of Regulation S,
pursuant to an effective registration statement under the 1933 Act or
pursuant to an available exemption from the registration requirements
of the 1933 Act;
(n) the statutory and regulatory basis for the exemption claimed for the
offer of the Compensation Shares, although in technical compliance
with Regulation S, would not be available if the offering is part of a
plan or scheme to evade the registration provisions of the 1933 Act;
and
(o) the Contractor has been advised to consult the Contractor's own legal,
tax and other advisors with respect to the merits and risks of an
investment in the Compensation Shares and with respect to applicable
resale restrictions, and it is solely responsible (and the Company is
not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Contractor
is resident in connection with the distribution of the
Compensation Shares hereunder, and
(ii) applicable resale restrictions.
7.3 Representations, Warranties and Covenants of the Contractor. The Contractor
hereby represents and warrants to and covenants with the Company (which
representations, warranties and covenants shall survive the end of the expiry of
the Term or early termination of this Agreement) that:
(a) The Contractor is a U.S. Person and is an "accredited investor" as
that term is defined in Rule 501 of Regulation D promulgated under the
1933 Act;
(b) the Contractor is not acquiring the Compensation Shares for the
account or benefit of, directly or indirectly, any U.S. Person;
(c) the sale of the Compensation Shares to the Contractor as contemplated
in this Agreement complies with or is exempt from the applicable
securities legislation of the jurisdiction of residence of the
Contractor;
(d) the Contractor is acquiring the Compensation Shares for investment
only and not with a view to resale or distribution and, in particular,
it has no intention to distribute either directly or indirectly any of
the Compensation Shares in the United States or to U.S. Persons;
(e) the Contractor is executing this Agreement and is acquiring the
Compensation Shares as principal for the Contractor's own account, for
investment purposes only, and not with a view to, or for, resale,
distribution or fractionalisation thereof, in whole or in part, and no
other person has a direct or indirect beneficial interest in such
Compensation Shares;
(f) the entering into of this Agreement and the transactions contemplated
hereby have been duly authorized by all necessary corporate action on
the part of the Contractor;
(g) the entering into of this Agreement and the transactions contemplated
thereby will not result in the violation of any of the terms and
provisions of any law applicable to the Contractor, or of any
agreement, written or oral, to which the Contractor may be a party or
by which the Contractor is or may be bound;
<PAGE>
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(h) the Contractor has duly executed and delivered this Agreement and it
constitutes a valid and binding agreement of the Contractor
enforceable against the Contractor in accordance with its terms;
(i) the Contractor has the requisite knowledge and experience in financial
and business matters as to be capable of evaluating the merits and
risks of the prospective investment in the Compensation Shares and the
Company;
(j) the Contractor is not an underwriter of, or dealer in, the common
shares of the Company, nor is the Contractor participating, pursuant
to a contractual agreement or otherwise, in the distribution of the
Compensation Shares;
(k) the Contractor is not aware of any advertisement of pertaining to the
Company or any of the Compensation Shares; and
(l) no person has made to the Contractor any written or oral
representations:
(i) that any person will resell or repurchase any of the Compensation
Shares;
(ii) that any person will refund the purchase price of any of the
Compensation Shares;
(iii)as to the future price or value of any of the Compensation
Shares; or
(iv) that any of the Compensation Shares will be listed and posted for
trading on any stock exchange or automated dealer quotation
system or that application has been made to list and post any of
the Compensation Shares of the Company on any stock exchange or
automated dealer quotation system, except that currently certain
market makers make market in the common shares of the Company on
the OTC Bulletin Board.
7.4 Legending of Compensation Shares. The Contractor hereby acknowledges that
upon the issuance thereof, and until such time as the same is no longer required
under the applicable securities laws and regulations, the certificates
representing any of the Compensation Shares will bear a legend in substantially
the following form:
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S.
PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES"
AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933
ACT.
7.5 The Contractor hereby acknowledges and agrees to the Company making a
notation on its records or giving instructions to the registrar and transfer
agent of the Company in order to implement the restrictions on transfer set
forth and described in this Agreement.
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ARTICLE 8
MISCELLANEOUS
8.1 Notices. All notices required or allowed to be given under this Agreement
shall be made either personally by delivery to or by facsimile transmission to
the address as hereinafter set forth or to such other address as may be
designated from time to time by such party in writing:
(a) in the case of the Company, to:
VerifySmart Corp.
Fort Legend Towers, Suite 2002 - 3rd Avenue corner 31st Street
E-Square, Fort Bonifacio Global City, Taguig Metro Manila, Philippines
Attention: Ralph Santos
(b) and in the case of the Contractor to:
New Vision Consulting Corporation
12714 Melrose, Overland Park, KS 66213
Attention: Shawn A. Becker
8.2 Change of Address. Any party may, from time to time, change its address for
service hereunder by written notice to the other party in the manner aforesaid.
8.3 Independent Legal Advice. The Contractor acknowledges that:
(a) this Agreement was prepared by W.L. Macdonald Law Corporation for the
Company;
(b) W.L. Macdonald Law Corporation received instructions from the Company
and does not represent the Contractor;
(c) the Contractor has been requested to obtain his own independent legal
advice on this Agreement prior to signing this Agreement;
(d) the Contractor has been given adequate time to obtain independent
legal advice;
(e) by signing this Agreement, the Contractor confirms that he fully
understands this Agreement; and
(f) by signing this Agreement without first obtaining independent legal
advice, the Contractor waives his right to obtain independent legal
advice.
8.4 Entire Agreement. As of from the date hereof, any and all previous
agreements, written or oral between the parties hereto or on their behalf
relating to the appointment of the Contractor by the Company are null and void.
The parties hereto agree that they have expressed herein their entire
understanding and agreement concerning the subject matter of this Agreement and
it is expressly agreed that no implied covenant, condition, term or reservation
or prior representation or warranty shall be read into this Agreement relating
to or concerning the subject matter hereof or any matter or operation provided
for herein.
<PAGE>
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8.5 Further Assurances. Each party hereto will promptly and duly execute and
deliver to the other party such further documents and assurances and take such
further action as such other party may from time to time reasonably request in
order to more effectively carry out the intent and purpose of this Agreement and
to establish and protect the rights and remedies created or intended to be
created hereby.
8.6 Waiver. No provision hereof shall be deemed waived and no breach excused,
unless such waiver or consent excusing the breach is made in writing and signed
by the party to be charged with such waiver or consent. A waiver by a party of
any provision of this Agreement shall not be construed as a waiver of a further
breach of the same provision.
8.7 Amendments in Writing. No amendment, modification or rescission of this
Agreement shall be effective unless set forth in writing and signed by the
parties hereto.
8.8 Assignment. Except as herein expressly provided, the respective rights and
obligations of the Contractor and the Company under this Agreement shall not be
assignable by either party without the written consent of the other party and
shall, subject to the foregoing, enure to the benefit of and be binding upon the
Contractor and the Company and their permitted successors or assigns. Nothing
herein expressed or implied is intended to confer on any person other than the
parties hereto any rights, remedies, obligations or liabilities under or by
reason of this Agreement.
8.9 Severability. In the event that any provision contained in this Agreement
shall be declared invalid, illegal or unenforceable by a court or other lawful
authority of competent jurisdiction, such provision shall be deemed not to
affect or impair the validity or enforceability of any other provision of this
Agreement, which shall continue to have full force and effect.
8.10 Headings. The headings in this Agreement are inserted for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.
8.11 Number and Gender. Wherever the singular or masculine or neuter is used in
this Agreement, the same shall be construed as meaning the plural or feminine or
a body politic or corporate and vice versa where the context so requires.
8.12 Time. Time shall be of the essence of this Agreement. In the event that any
day on or before which any action is required to be taken hereunder is not a
business day, then such action shall be required to be taken at or before the
requisite time on the next succeeding day that is a business day. For the
purposes of this Agreement, "business day" means a day which is not Saturday or
Sunday or a statutory holiday in Reno, Nevada, U.S.A.
8.13 Enurement. This Agreement is intended to bind and enure to the benefit of
the Company, its successors and assigns, and the Contractor and the personal
legal representatives of the Contractor.
8.14 Counterparts. 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.
8.15 Currency. Unless otherwise provided, all dollar amounts referred to in this
Agreement are in lawful money of the United States of America.
8.16 Electronic Means. 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 effective date of this Agreement.
8.17 Proper Law. This Agreement will be governed by and construed in accordance
with the law of Nevada. The parties hereby attorn to the jurisdiction of the
Courts in the Province of Nevada.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
VERIFYSMART CORP.
Per: /s/ Ralph Santos
-------------------------------------
Ralph Santos, President
NEW VISION CONSULTING CORPORATION
Per: /s/ Shawn A. Becker
-------------------------------------
Shawn A. Becker, President
<PAGE>
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SCHEDULE A
Pursuant to the Consulting Agreement, the Contractor will perform the following
services:
INVESTOR RELATIONS (including company information dissemination to interested
parties, inquiry responses, assistance with company events, assistance with
AGMs, advertising, etc.). In this regard, the Consultant acknowledges and agrees
that it is of principal importance to the Company that the Consultant initiates
contact with and introduces the Company to relevant industry analysts,
institutional and retail investors throughout North America and Europe.
GENERAL SHAREHOLDER RELATIONS (including responding to shareholder inquiries,
proper disclosure, news release and update dissemination, assistance with other
disclosure issues, etc.)
INVESTOR DATABASE DEVELOPMENT (creation and maintenance of an investor and
shareholder database to be used for full, proper and timely disclosure).
CORPORATE CONSULTATION (including assistance with internal company matters, news
release and reporting issues, possible finance issues, etc.).
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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