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SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
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FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) and (g) of the Securities Exchange Act of 1934
COI SOLUTIONS, INC.
(Name of Small Business Issuer in its charter)
STATE OF NEVADA 86-09884116
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5300 West Sahara
Suite 101
Las Vegas, Nevada 89102
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code: (212) 953-0865
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of class)
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Background
COI SOLUTIONS, INC. (the "Registrant") was incorporated under the
laws of the State of Nevada on August 1, 1997 as Expedia Com Global,
Inc., to engage in the business of designing and building network based
solutions for business customers. On August 23, 1997, Expedia Com
Global, Inc. changed its name to Expediacom Global Inc. On November
16, 1998, Expediacom Global Inc. changed its name to COI Solutions,
Inc. The common shares of the Registrant commenced trading in June
1998 on the Bulletin Board ("Bulletin Board") operated by the National
Association of Securities Dealers Inc. ("NASD") under the symbol
"COSL". The Registrant's common stock was delisted from the Bulletin
Board on October 25, 1999, as a result of the Registrant's failure to
file reports with the Securities and Exchange Commission ("Commission")
as mandated by the NASD. The Registrant has filed this Form 10-SB in
order to regain its listing on the Bulletin Board. Prior to being
relisted on the Bulletin Board, this registration statement must be
declared effective by the Commission and there can be no outstanding
comments pending with the Commission.
The Registrant is engaged in the business of designing and
building network based solutions for business customers. The Company
accomplishes the foregoing by creating custom integrated electronic
network based solutions, combining strategic business, marketing and
investment planning with high technologies, including the Internet and
private Intranets. The Registrant also provides services to facilitate
stakeholders of the customer organization into a team or community to
pursue the optimum solution design. The Registrant is involved with the
following industries; health care, trade and commerce, travel and
tourism, and telecommunications. The Registrant builds electronic
business solutions for global organizations based on a "community of
interest" model.
The "community of interest" model.
The community of interest provides electronic tools and creative
business networking solutions that allow organizations to operate in a
fully integrated manner with clients and suppliers in both real and
non-real time, regardless where they are located in the world.
Currently, the Registrant's is concentrating its efforts in the
following applications:
Global Health Care - Telehealth Applications
This is the Company's primary focus of concentration. The Company
designs and builds electronic healthcare solutions for companies
(Business to Business) engaged in the e-commerce supply of
products,(eg: medical equipment and medical durable supplies)
telemedicine and information services for global health care.
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Web Site Design & Build
The Registrant in conjunction with Community-Builder.com, has
developed a five-phase program for the development and build of
Web sites for companies that are beginning to engage in marketing
and commerce over the Internet. The initial focus will be on South
America, Asia and Africa, as the Internet is still a relatively
new media but is beginning to show significant growth in these
regions.
Global Trade & E-commerce - Generic Drug Distribution
Distribution of generic drugs and vitamin supplements through the
creation of a global electronic trading environment.
Initial focus is on several African nations through trading
partners in developing countries.
Country Portals
Design and build of Internet portals for trade and commerce.
These portals could focus on trade at the national or regional
level in countries around the world or a portal that focuses on a
specific community of interest spanning multiple countries.
Industry Information
The Internet is a world-wide medium of interconnected electronic
and/or computer networks. Individuals and companies have recently
recognized that the communication capabilities of the Internet provide
a medium for not only the promotion and communication of ideas and
concepts, but also for the presentation and sale of information, goods
and services.
Electronic commerce, generally refers to utilizing electronic
networks to facilitate buying and selling of products, information, and
services. In electronic commerce, computers and telecommunications take
the place of paper documents, mail and faxes. Businesses now use
computers to electronically send and receive a wide variety of business
documents. These include, for example, product catalogs, price lists,
purchase orders and invoices. Electronic Data Interchange ("EDI") is a
specific form of electronic commerce. It refers to the transmission of
data between a business and its customers or its vendors in the course
of a business transaction. A typical example of EDI is electronically
placing a purchase order for merchandise with a vendor, and having the
vendor electronically confirm the order and produce an invoice when the
goods are shipped. The computers of the buyer and the seller
communicate and exchange the relevant information. They use an
agreed-upon or standard format to do so. In an earlier stage of
electronic commerce, companies that wanted to do business
electronically needed to have an arrangement with a special type of
computer network. That network is referred to as a value-added computer
network, or "VAN."
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Traditionally, much of the EDI and e-commerce market was serviced
by companies which provide their services through VANs. A VAN provides
standardized forms and acts as a kind of electronic post office, where
data and forms are exchanged, parties can communicate via email, and
funds can be electronically transferred.
More recently the Internet has provided an alternative means for
companies to conduct electronic commerce. Rather than using a
proprietary VAN, companies can use the Internet as the medium over
which electronic commerce is conducted. The Registrant intends to
utilize this medium to develop business to business e-commerce
solutions with its initial products providing Internet-based
functionality for commercial transactions, marketing, data management
and analysis.
Equipment
The Registrant acquires the equipment recommended to customers
from numerous third party suppliers. There are numerous substitute
suppliers available to the Registrant in the event a supplier does not
possess the necessary equipment or is unwilling to supply the
equipment.
Marketing
The Company markets its services through select mailings to
entities it believes would have a need for its services and on its
website (www.coisolutions.com).
Competition
The Company competes with many other entities that provide similar
services and most of which have greater capital and other resources
than the Company and may choose to adopt a marketing plan similar to
that proposed by the Company.
Recent Business Activity
On December 11, 1998, the Registrant entered into an agreement
with World Telehealth Corporation, a Florida corporation ("WTH"),
wherein the Registrant would provide consulting, contracting services,
project management services, and operational services for
telecommunictations systems, network centric applications and
information technology including the management of business
relationships. In consideration of the foregoing, WTC would pay the
Registrant $165,000 per month. The term of the agreement was fourteen
months. On August 10, 1999, WTC stopped paying the Registrant its
monthly fee. The Registrant is attempting to collect the receivable
that is due. Legal action will be considered should this receivable be
uncollected by November 30, 1999.
On August 10, 1999, the Registrant acquired a fifty percent
interest in Community-Builder.com Inc., a privately held Internet
company. Community-Builder.com Inc. targets the medical community and
the interactive management of medical referrals and collaboration of
medical professionals working together on a common patient base. While
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the healthcare industry is the Registrant's current main focus, this
application has the potential to be replicated in other industry
sectors such as travel and tourism, retail, and professional services,
(legal, consulting)
On September 14, 1999, the Registrant entered into an agreement,
on September 14, 1999 with the TeleMedica Group of Las Vegas, Nevada to
develop a business plan and operations plan for a new venture that will
be known as TeleMedica.com. TeleMedica is engaged in the business of
promoting medically related business opportunities. The first project
to be developed by the Registrant on behalf of the Telemedica Group
will be an Internet based service to facilitate e-commerce transactions
which include the distribution, sale and automated dispensing of
pharmaceuticals, nutritional supplements, and related medical supplies.
As part of this agreement the Registrant has negotiated the acquisition
of 10% of the outstanding common stock of the Telemedica Group. The
Registrant plans to integrate the systems developed by Community
Builder.com into the operations of the Telemedica Group.
Settlement
On October 1, 1998, the Registrant entered into an Agreement and
Release with Penta Deltex and Nick Plessas (collectively "Penta")
wherein the Registrant agreed to pay Penta $220,000 upon delivery of
626,000 shares of the Registrant's common stock and the settlement of
all outstanding expenses owed by Penta. To date, $45,000 has been held
back by the Registrant pending the confirmation of the settlement of
expenses by Penta.
Employees
The Registrant has 15 full-time and contracted employees, 3 of
which are Officers of the Registrant and 12 of which are support staff.
Management may hire additional employees as the Registrant's operations
expand and management believes the expense of additional employees is
warranted.
The Registrant operates as a virtual corporation. This means that
all individuals working under contract for the Registrant operate
primarily out of their homes using computer hardware, software
products, multiple telecom facilities, a dedicated and secure server,
and extensive use of secure e-mail and the Internet. The Company
believes that this form of conducting business will reduce operating
expenses and effectively manage companies which have geographically
dispersed personal. The Registrant has employees located in New York;
Florida; Las Vegas, Nevada; San Francisco, California; Ottawa, Ontario;
Toronto, Ontario; and Montreal, Quebec.
Lexxus Capital Corp.
The Registrant has engaged Lexxus Capital Corp. to promote the
interests of the Registrant. The Registrant is to be paid a commission
of 500,000 shares to Lexxus upon the performance of its duties.
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Facilities
The registered office of the Registrant is located at 5300 West
Sahara, Suite 101, Las Vegas, Nevada 89102. The Registrant's executive
offices are located at 405 Lexington Ave. New York, NY USA and at 50
Augusta Drive Way, Markham, Ontario, Canada. The telephone number of
the office in the USA is (212) 953-0865 and the telephone number of the
office in Canada is (905) 201-1952.
Year 2000 Compliance Statement
The Year 2000 issue is the result of computer programs written
using two digits rather than four to define the applicable year. As a
result, date sensitive software may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in system
failures or miscalculations causing disruptions of operations,
including among others, temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
The Registrant uses standard software products for its operational
requirements in a distributed configuration. These systems from
Microsoft and others have been verified as year 2000 compliant. Other
systems for networking are obtained from providers such as the Stentor
Alliance and PSiNet. Any software that the Registrant develops as part
of its solutions programs will be Year 2000 compliant.
Though the Registrant has yet to acquire any additional hardware
or software technology in support of its services, the planned
acquisitions will most likely involve hardware or software which is
relatively new and therefore management does not anticipate that it
will incur significant operating expenses or be required to invest
heavily in computer systems improvements to be Year 2000 compliant. As
the Registrant makes arrangements with significant hardware and
software suppliers, the Registrant intends to determine the extent to
which the Registrant's systems may be vulnerable should those third
parties fail to address and correct their own Year 2000 issues and take
measures to reduce the Registrant's exposure, such as, finding
alternative suppliers or requiring the suppliers to correct Year 2000
compliance issues prior to the Registrant acquiring the product.
Should the Registrant have to find alternative suppliers the Registrant
expects that it can find those suppliers promptly and on terms that are
similar to those being sought at this time. Other than the foregoing
measures, the Registrant has no other contingency plans for dealing
with third parties which do not become Year 2000 compliant within a
timely manner. The Registrant anticipates that this will be an ongoing
process through any project implementation through 1999. There can be
no assurances that the systems of suppliers or other companies on which
the Registrant may rely on will be converted in a timely manner and
will not have a materially adverse effect on the Registrant's systems.
Additionally there can be no assurances that the computer systems
necessary to maintain the viability of the Internet will be Year 2000
compliant. The registrant believes that it is taking the steps
necessary regarding Year 2000 compliance issues with respect to matters
within its control. However, no assurance can be given that the
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Registrant's systems will be made Year 2000 compliant in a timely
manner or that the Year 2000 problem will not have a material adverse
effect on the Registrant's business, financial condition and results of
operations.
Currency and Exchange Rates
All monetary amounts disclosed in this Form 10-SB are, unless
otherwise indicated, expressed in United States dollars.
As at March 31, 1999 and 1998, the exchange rates to convert
Canadian dollars into U.S. dollars are 1.5087 and 1.4198, respectively.
The average exchange rates for the three month periods ended March 31,
1999 and 1998 are 1.5115 and 1.4302. respectively.
As at December 31, 1998 and 1997, the exchange rates to convert
Canadian dollars into U.S. dollars are 1.5333 and 1.4305, respectively.
The average exchange rates for the years ended December 31, 1998 and
1997 are 1.4831 and 1.3844, respectively.
Governmental Regulation
The Registrant's proposed services would be transmitted to its
clients over dedicated and public telephone lines. These transmissions
are governed by regulatory policies establishing charges and terms for
communications. Changes in the legislative EDI or the Internet access
industry, including regulatory or legislative changes which directly or
indirectly affect telecommunication costs or increase the likelihood of
competition from regional telephone companies or others, could have an
adverse effect on the Registrant's business; as could potential
governmental actions outside of the United States.
Safe Harbor Provisions
Except for the description of historical facts contained herein,
this Form 10-SB contains certain forward-looking statements concerning
future applications of the technologies to be acquired by the
Registrant and the Registrant's proposed services and future prospects,
that involve risks and uncertainties, including the possibility that
the Registrant will: (i) be unable to commercialize services based on
its technology, (ii) ever achieve profitable operations, or (iii) not
receive additional financing as required to support future operations,
as detailed herein and under "Item 2, Management's Discussion and
Analysis or Plan of Operations" and from time to time in the
Registrant's future filings with the Securities and Exchange Commission
and elsewhere. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties
which could cause actual results to differ materially from those
described in the forward-looking statements.
Risk Factors
In any business venture, there are substantial risks specific to
the particular enterprise. At a minimum, the Registrant's present and
proposed business operations will be highly speculative and subject to
the same types of risks inherent in any new or unproven venture, and
will include those types of risk factors outlined below:
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1. Limited History of Operations and Reliance on Expertise of
Certain Persons. The Registrant has been conducting business since
1997 and is subject to all the risk inherent in the creation of a new
business. Since the Registrant has had limited record of operations,
there is limited data at this time upon which to base an assumption
that the Registrant's plans will prove successful. The management of
the Registrant and the growth of the Registrant's business depends on
certain key individuals who may not be easily replaced if they should
leave the Registrant. Persons in management are currently devoting
full-time toward the business of the Registrant.
2. Limited Financial Resources. The Registrant has limited or
no financial resources and, if the business is not profitable, may not
be able to raise sufficient funds to sustain, continue or expand its
business. The Registrant currently has limited revenues and relies
principally on the issuance of common shares to raise funds to finance
the business of the Registrant. There is no assurance that market
conditions will continue to permit the Registrant to raise funds if
required. The Registrant has limited assets and has had limited
operational revenues since its inception in August 1997. The
Registrant can provide no assurance that any acquired technology will
produce any material revenues for the Registrant or its stockholders or
that any such business will operate on a profitable basis.
3. Technology. Management has acquired limited assets and
technology necessary to provide the services it proposes. The
Registrant may never acquire all of the necessary technology needed to
maintain the operations it desires.
4. Business Competition. The business of facilitating
business-to-business e-commerce is intensely competitive and
fragmented, and is characterized by rapidly evolving technology. In
addition, numerous companies, substantially all of which have
significantly greater financial and other resources than the
Registrant, are currently engaged in business-to-business e-commerce.
These companies provide a range of e-commerce functionality and
applications including, but not limited to, EDI-based VAN; Internet
store-fronts; Internet catalogues; secure Internet payment processing;
Internet transaction processing including ordering, fulfillment,
shipping, and confirmation elements; Internet database generation and
analysis; automated Internet marketing; and vertical Internet business
communities or exchanges. The Registrant anticipates that existing
competitors are likely to expand the range and scope of their
e-commerce offerings, and that new competitors, which may include
telephone companies, media companies, and industrial companies, are
likely to increasingly offer business- to-business e-commerce
applications that function similarly and compete with those proposed by
the Registrant.
5. Need for Additional Capital. In order to initiate operations,
the Registrant will have to raise additional capital for operations
through the issuance of securities or loans. There is no assurance that
the Registrant will be able to raise the additional capital.
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6. Rapid Technological Change; Need for New Products;
Introduction of Competitive Products. The market for the Registrant's
proposed services is characterized by rapidly changing technology and
frequent new product introductions. Even if the Registrant's proposed
e-commerce service gains initial acceptance, the Registrant's success
will depend on, among other things, its ability to enhance its products
and to develop and introduce new products and services that keep pace
with technological developments, respond to evolving customer
requirements and achieve continued market acceptance. There can be no
assurance that the Registrant will be able to identify, develop,
market, support or acquire new products or deploy new services
successfully, that such new products or services will gain market
acceptance, or that the Registrant will be able to respond effectively
to technological changes or product announcements by competitors. Any
failure by the Registrant to anticipate or respond adequately to
technological developments and customer requirements or any significant
delays in product development or introductions could result in a loss
of market share or revenues.
7. Uncertainties Relating to Commercial Use of the Internet.
The Registrant's strategy is to apply its efforts to the development of
service products for use in connection with the Internet. The success
of these proposed products is dependent on the continued development
and acceptance of the Internet as a medium for the exchange of business
documents and effecting business-to-business transactions. The failure
of the Internet to be an effective channel could have a material
adverse effect on the Registrant's business and prospects. There can
be no assurance that business-to-business commerce over the Internet
will become widespread and it is not known whether this market will
develop to the extent necessary for demand for the Registrant's
proposed services to emerge and become commercially sustainable.
Changes in or insufficient availability of telecommunications services
to support the Internet also could result in slower response times
which might adversely affect customers' ability or willingness to use
the Internet as a commercial marketplace. In addition, the security
and privacy concerns of existing and potential customers, as well as
concerns related to computer viruses, may inhibit the growth of the
Internet marketplace.
8. Inadequacy of Public Market. There is no assurance that the
public market for the common shares of the Registrant will be
maintained or that the holder of common shares will be able to sell
such shares in the quantity and at the price desired by such holder.
9. Risks Associated with the Year 2000. With regard to risks to
the Registrant's business associated to Year 2000 compliance, there can
be no assurances that the systems of suppliers or other companies on
which the Registrant may rely on will be converted in a timely manner
and will not have a materially adverse effect on the Registrant's
systems and therefore the Registrant's ability to provide its services.
Additionally there can be no assurances that the computer systems
necessary to maintain the viability of the Internet will be Year 2000
compliant. The Registrant believes that it is taking the steps
necessary regarding Year 2000 compliance issues with respect to matters
within its control. However, no assurance can be given that the
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Registrant's systems will be made Year 2000 compliant in a timely
manner or that the Year 2000 problem will not have a material adverse
effect on the Registrant's business, financial condition and results of
operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Liquidity and Capital Resources
The Registrant maintains a cash balance in order to fulfill its
financial commitments. The Registrant was in a liquid position at
December 31, 1998, with no cash and accounts receivable of $214,691.
This compares to working capital at December 31, 1997 of $26,442. The
increase in working capital realized during 1998 was the result of the
Registrant realizing its first major contract in 1988 with its
accompanying revenues.
Current assets increased from $26,442 at December 31, 1997 to
$214,691 at December 31, 1998, an increase of approximately 7.12 times
the value at December 31, 1997. Current assets increased to $916,700 at
June 30, 1999, a increase of approximately 3.27 times the value at
December 31, 1998. Current liabilities at December 31, 1997 were
$18,400. These liabilities increased at December 31, 1998 to $76,178
then decreased to $55,728 at June 30, 1999. A major reason for the
increase in current assets was contracted business generating revenue
while the decrease in current liabilities was due to the pay down of
accounts payable and the elimination of bank indebtedness.
The Registrant has had limited activity since its incorporation
and hence has received limited revenues from operations. See "Item 7.
Certain Relationships and Related Transactions."
The Registrant has experienced losses in each fiscal period
reported on. At the end of the Registrant's 1998 fiscal year it had no
cash and $214,691 in accounts receivable. For the fiscal 1999 year,
the Registrant does not have sufficient funds to acquire and/or develop
any business without seeking additional funds. The Registrant relies
principally on the issuance of common shares by private placements to
raise funds to finance the business of the Registrant. There is no
assurance that market conditions will continue to permit the Registrant
to raise funds if required. The Registrant may issue more common shares
at prices determined by the Board of Directors, possibly resulting in
dilution of the value of common shares, and, given there is no
preemptive right to purchase common shares, if a member does not
purchase additional common shares, the percentage share ownership of
the member in the Registrant will be reduced.
Management has determined that consistent with the Registrant's
business plan, part of its plan of operation for the next twelve months
is to secure the necessary technological assets to support the proposed
products and services to be offered by the Registrant. The Registrant
has taken the initial step of acquiring a fifty percent interest in
Community-Builder.com Inc., an Internet based applications developer
(which includes business process engineering, developing
Internet/Intranet platforms, and the use of security and e-commerce
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technology) in order to obtain the core technology platform necessary
to support the services the Registrant intends to offer. Community-
Builder.com is a private company which owns the rights to a
"prototypical" Internet based applications platform which enables
healthcare professionals to interactively collaborate regarding their
patients / clients welfare (the "Base Technology"). Under the terms of
the agreement, the Registrant purchased the right to use, modify,
customize, brand, sell and market the Base Technology to provide online
transaction processing functionality and features within the
applications and sites that the Registrant develops.
For a one time investment of $150,000, a fifty percent equity
ownership position was obtained in Community Builder.com by the
Registrant. This in turn allows the Registrant access to the products,
services and technologies developed by Community Builder.com. Any
license fees on a per usage basis for Community Builder products,
services and technologies will be born by COI's end clients.
The Registrant may acquire or license additional software
technology through a technology licensing or purchase agreement to
ensure that other proposed services offered by the Registrant are
delivered in a timely and useable manner during the plan of operation
for the next twelve months.
With regard to other necessary hardware assets, such as Internet
computer servers and desktop computers, which are necessary to support
the Registrant's products and services, the Registrant's focus will be
on leasing these assets from reliable yet unidentified lessors.
The current plan of operations for the next twelve months includes
several products or services advancing through the above-mentioned
phases of development, and being offered for sale, purchase, fee,
lease, license, or other appropriate revenue generating methods for
such e-commerce products and services.
Given the Registrant's current level of working capital and its
operations being conducted to develop its products, it is expected that
the Registrant will satisfy its cash requirements through the issuance
of common shares by private placements to raise funds rather than
seeking interest-bearing loans. However, the Registrant recognizes that
as a result of its limited, financial, or other resources, the number
of suitable financing options may be limited. Should these additional
sources of capital not be found, the Registrant will modify its
operations to conserve working capital by concentrating on fewer
products and/or services being advanced. Additionally, should no
further funds be raised, the Registrant will consider whether to reduce
employment and other contract expense including the renegotiation of
the terms of their employment contracts on terms which are undetermined
at this time, but will be acceptable to both the Registrant and the
respective employee(s).
In October 1986, the Tax Reform Act of 1986 (the "Act") was
enacted. The Act reduces the maximum corporate tax rate, over a phase-
in period, to 34%. The resulting lower tax rates will affect amounts
that the Registrant has accrued for deferred tax liabilities. The
adjustment to the deferred tax liability has been addressed by a new
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accounting standard issued by the Financial Accounting Standards Board
(FASB 96). The adjustment is to be made by a one time increase or
decrease to net income. FASB 96 is effective for fiscal years beginning
after December 15, 1988. The Registrant has elected to apply FASB 96 to
its financial statements for the fiscal year ended December 31, 1998,
the adjustment is reflected as an deficit of $(16,251,737).
Results of Operations
The Registrant derives its operating revenues from multiple
contracts with two clients in the telemedicine business. The value of
these two contracts is in excess of three million dollars.
Fiscal 1998 Compared to Fiscal 1997
Revenues for the year ended December 31, 1998 totaled $458,441 as
compared to zero revenues for December 31, 1997. This was due to no
revenue in 1997 as a result of the start up of the Registrant and a
contract being negotiated in August 1998.
Operating expenses during the year ended December 31, 1998 were
$1,977,970 (4.31 that of operating revenues) as compared to $14,732,208
in the year ended December 31, 1997. The majority of this expense was
attributable to the application of general accepted accounting
practices (GAAP) where the issuance of shares for compensation were
added to operational expenses amounting to $14,579,706 in 1997 and
$1,650,650 in 1998.
Interim Periods Ended June 30, 1999 and 1998
Operating revenues for the six months ended June 30, 1999 totaled
$1,076,940 as compared to revenues of $105,102 earned during the same
quarter in the preceding fiscal year. The increase in operating
revenues of approximately 10.25 times was the result of a contract in
the telemedicine business.
Operating expenses increased from $118,533 at June 30, 1998 to
$3,396,402 at June 30, 1999. The majority of this increase in operating
expense was attributable to the application of general accepted
accounting practices (GAAP) where the difference between the price of
the shares issued in the placement and the market value of the shares
during the same period was assigned to operational expenses, amounting
to $2,431,782 in 1999.
Effects of Inflation
Inflation and changing prices have not and are not expected to
have a significant effect on the Registrant's operations during the
foreseeable future.
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ITEM 3. DESCRIPTION OF PROPERTIES
The Registrant does not currently own any real property. The
Registrant's executive office is located at 5300 West Sahara, Suite
101, Las Vegas, Nevada 89102.
The registered office of the Registrant is located at 5300 West
Sahara, Suite 101, Las Vegas, Nevada 89102. A corporate support
services firm provides the necessary services to the Registrant for a
yearly fee of $309.00. This agreement may be terminated by the
Registrant on thirty days notice.
The Registrant's executive offices are located at 405 Lexington
Ave., New York, NY USA and at 50 Augusta Drive Way, Markham, Ontario,
Canada. The telephone number of the office in the USA is (212) 953-
0865 and the telephone number of the office in Canada is (905) 201-
1952. The Registrant uses 100 square feet of office space at 405
Lexington Ave., New York, New York on a rent free basis. This is the
office of the Company's investor relations firm, Lexxus Capital. The
Registrant leases uses 140 square feet of office space at 50 Augusta
Drive Way, Markham, Ontario, Canada on a rent free basis. This is the
office location of Robert Wilder, the Chief Executive Officer and a
director of the Registrant.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The Registrant's securities are recorded on the books of its
transfer agent in registered form. However, a majority of such shares
are registered in the name of intermediaries such as brokerage houses
and clearing houses on behalf of their respective clients and the
Registrant does not have knowledge of the beneficial owners thereof.
The Registrant is not directly or indirectly owned or controlled by a
corporation or foreign government.
As of November 1, 1999, the Registrant had an authorized share
capital of 100,000,000 common shares with a par value of $0.001 per
share of which 4,078,122 shares were issued and outstanding.
The following table sets forth, as of September 1, 1999, the
beneficial shareholdings of persons or entities holding five percent or
more of the Registrant's common stock, each director individually, each
named executive officer and all directors and officers of the
Registrant as a group. Each person has sole voting and investment power
with respect to the shares of Common Stock shown, and all ownership is
of record and beneficial.
<PAGE> 14
Amount and
Nature of
Name and Address Beneficial Percent
of Beneficial Owner Owner Position of Class
Robert G. Jones 501,438 President and 12.30%
Director
Gary W. Evans 501,438 Vice President, 12.30%
Secretary/Treasurer
and Director
Robert W. Wilder 502,563 Director 12.32%
All officers and 1,505,439 36.92%
directors as a group.
(3 persons)
No arrangements exist which may result in a change in control of
the Registrant.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS
The name, age and position held by each of the directors and
officers of the Registrant are as follows:
Name Age Position Held
Robert G. Jones 44 President and a member of the Board
of Directors
Gary W. Evans 64 Vice President, Secretary/Treasurer
and a member of the Board of
Directors
Robert W. Wilder 65 Chief Operating Officer and a
member of the Board of Directors
All directors have a term of office expiring at the next annual
general meeting of the Registrant, unless re-elected or earlier vacated
in accordance with the bylaws of the Registrant. All officers have a
term of office lasting until their removal or replacement by the board
of directors.
Biographical Information:
Robert G. Jones - President and a member of the Board of Directors
Mr. Jones has been a member of the Board of Directors since the
inception of the Registrant. From January 1998 to April 1999, Mr. Jones
was the Vice President of Sales and Marketing. Since April 1999, Mr.
Jones has been the President of the Registrant. From September 1974 to
May 1976, Mr. Jones worked as a senior operator/software support at IBM
in their operations group, of the VM 370 online environment. From June
<PAGE> 15
1978 to May 1981, Mr. Jones worked as an engineer designing automated
and manually assisted assembly operations at General Motors in their
Windsor Trim Plant Operations and their Detroit Technical Center
departments. From March 1985 to October 1997, Mr. Jones became a Vice
President at Bell Canada. Mr. Jones' responsibilities included helping
to establish customer focused operations systems, engineering support,
and sales for large national and multi-national corporate customers,
notably the banks and financial institutions. From May 1994 to December
1996, Mr. Jones became the managing director of marketing - national
customers at the Stentor Alliance of Canadian Telephone companies. Mr.
Jones' responsibilities included product development, product support,
large corporate sales and the establishment of a technique to rapidly
design and implement networking solutions for these national customers.
From 1981 to 1985, Mr. Jones became a founding partner of Haljon
Controls, Inc. Haljon is a Canadian company engaged in the design and
deployment of fault tolerant, high reliability real time supervisory
control and data collection systems for use in oil movement and storage
applications and safety shutdown applications in the petroleum and
petrochemical field. Mr. Jones graduated from the University of
Waterloo, Canada in 1978 with a BASc. of Systems Engineering and from
the University of Toronto, Canada in 1989 with an Executive MBA.
Gary W. Evans - Vice President, Secretary/Treasurer and a member of the
Board of Directors.
Mr. Evans is a founder, the Vice President, Secretary/Treasurer
and a member of the Board of Directors since inception of the
Registrant. From May 1990 to October 1993, Mr. Evans was a Corporate
Director with Cantel, Inc. Cantel is a cellular network company in
Canada. His responsibilities included standards, performance
parameters for planning/system engineering and operations. From 1987
to 1990, Mr. Evans was the general operations manager with Bell Canada
International in Saudi Arabia. His responsibilities included all
aspects of operations including personnel, financial management, pre-
sale support, customer configuration design, installation and in-
service maintenance of PBX, key, facsimile and other telecommunication
network hardware and service. From 1986 to 1987, Mr. Evans was the
general operations manager of CTG Toronto. CTG is a international
company that provides and services telecommunications switching
equipment. From February 1985 to October 1986, Mr. Evans was a general
manager of network operations with Bell Canada. From November 1982 to
February 1985, Mr. Evans was director of operations with Northern
Telecom Inc., Dallas, Texas. His responsibilities included financial
management, installations, while providing direct support for new
products, project management, material management, training centers and
special engineering. From 1962 to 1982, Mr. Evans was employed in the
operations department with Bell Canada. Mr. Evans graduated from
Columbia University in 1983 with a Bachelor of Business Administration.
Robert W. Wilder - Chief Operating Officer and a member of the Board of
Director.
Mr. Wilder is a founder, the Chief Operating Officer and a member
of the Board of Directors since inception of the Registrant. From
August 1997 to April 1999, Mr. Wilder was the President of the
Registrant. From January 1990 to August 1997, Mr. Wilder was President
<PAGE> 16
of CR&J Management, Inc., a consulting firm that specialized in
providing business management consulting during the period of
divestiture of the North American telecommunications industry. His
responsibilities included specific services to Bell Canada, Telesat
Canada and Telecom Canada during the down sizing and re-structure of
these companies. From 1987 to January 1990, Mr. Wilder was director of
business operations for Telecom Canada. His responsibilities included
sales, marketing, technology payables/receivables and service
operations. From 1985 to 1987, Mr. Wilder was the director of
engineering for Telecom Canada. His responsible included systems
engineering, design and support of global telecommunications. From
1981 to 1985, Wilder was Vice President - Service, for Northern
Telecom, Richardson, Texas. He was responsible for their subscriber
based services and products which included military projects, as well
as, provisioning the telecommunications systems for the 1984 Olympics,
on the campus of UCLA. From 1960 to 1981, Mr. Wilder worked for Bell
Canada in a full spectrum of functions including operations,
engineering, marketing and held the position of national sales director
in 1981.
None of the individuals listed above are subject to any
anticipated or threatened legal proceedings of a material nature.
ITEM 6. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the
Registrant from August 1, 1997 through December 31, 1998, for each
officer and directors of the Registrant. This information includes the
dollar value of base salaries, bonus awards and the number of stock
options granted, and certain other compensation, if any.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities All
Name and Annual Restricted Underlying Other
Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus sation Award(s) SARs Payouts sation
($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert G.
Jones 1998 100,000 - - 501,438 - - -
President 1997 - - - - - - -
Gary W. 1998 100,000 - - 501,438 - - -
Evans 1997 75,000 - - - - - -
Secretary
Robert W.
Wilder 1998 100,000 - - 502,563 - - -
CEO 1997 75,000 - - - - - -
</TABLE>
The Company anticipates paying the following salaries in 1999,
subject to the Company beginning profitable operations and generating
sufficient revenues to pay the same:
<PAGE> 17
Robert Jones President 1999 $120,000
Gary Evans Vice President 1999 $120,000
Robert Wilder Chief Operation Officer 1999 $120,000
The Registrant has entered into an employment agreement with
Robert Jones wherein the Company will pay Mr. Evans $120,000 per year
as Secretary of the Registrant. The employment agreement has a three
year term.
The Registrant has entered into an employment agreement with Gary
Evans wherein the Company will pay Mr. Evans $120,000 per year as
Secretary of the Registrant. The employment agreement has a three year
term.
The Registrant has entered into an employment agreement with
Robert Wilder wherein the Company will pay Mr. Evans $120,000 per year
as Secretary of the Registrant. The employment agreement has a three
year term.
The Company has adopted a qualified stock option plan and a non-
qualified incentive stock option plan. Options granted to officers are
reflected below. There are no other stock option plans, retirement,
pension, or profit sharing plans for the benefit of the Company's
officers and directors other than as described herein.
Option/SAR Grants.
The following grants of stock options, whether or not in tandem
with stock appreciation rights ("SARs") and freestanding SARs have been
made to officers and/or directors:
<TABLE>
<CAPTION>
Number of
Securities
Number of Underlying
Securities Options/SARs
Underlying Granted Exercise Number of
Options During Last or Base Options Expiration
Name SARs Granted 12 Months[1] Price ($/Sh) Exercised Date
<S> <C> <C> <C> <C> <C>
Robert Wilder 500,000 500,000 $0.50 -0- 12/31/2001
Robert Jones 500,000 500,000 $0.50 -0- 12/31/2001
Gary Evans 500,000 500,000 $0.50 -0- 12/31/2001
</TABLE>
As of the date hereof, the Registrant has not granted any other
stock options or stock appreciation rights to its officers or directors
since its inception on November 1, 1996.
There are no standard or other arrangements pursuant to which the
Registrant's directors were compensated in their capacity as such
during the 1999 fiscal year.
There are no compensation arrangements for employment, termination
of employment or change-in-control between the Registrant and the Named
Executive Officers.
<PAGE> 18
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 3, 1999, the Registrant entered into an employment
agreement with Robert Jones wherein the Company will pay Mr. Jones
$120,000 per year as Secretary of the Registrant. The employment
agreement has a three year term.
On January 3, 1999, the Registrant entered into an employment
agreement with Gary Evans wherein the Company will pay Mr. Evans
$120,000 per year as Secretary of the Registrant. The employment
agreement has a three year term.
On January 2, 1999, the Registrant entered into an employment
agreement with Robert Wilder wherein the Company will pay Mr. Wilder
$120,000 per year as Secretary of the Registrant. The employment
agreement has a three year term.
ITEM 8. LEGAL PROCEEDINGS
There are no material legal proceedings to which the Registrant is
subject to or which are anticipated or threatened.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND OTHER SHAREHOLDER MATTERS
From January 1, 1999 to October 25, 1999, the Company' shares
traded on the Bulletin Board operated by the National Association of
Securities Dealers, Inc. under the trading symbol "COLS." On October
25, 1999, the Company's shares were delisted from the Bulletin Board as
a result of the Company's failure to file reports with the Securities
and Exchange Commission (the "Commission") pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). On
October 26, 1999, the Company's shares began trading in the "Pink
Sheets" owned by the National Quotation Bureau. Summary trading by
quarter for the 1999 and 1998 fiscal years are as follows:
Fiscal Quarter High Bid(1) Low Bid(1)
1999 Third Quarter $3.00 $0.50
Second Quarter $3.93 $2.12
First Quarter $9.00 $1.50
1998
Fourth Quarter $2.63 $0.05
Third Quarter $3.00 $0.31
Second Quarter Not Listed
First Quarter Not Listed
<PAGE> 19
[1] These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual
transactions.
At November 4, 1999, there were 4,078,122 common shares of the
Registrant issued and outstanding.
At November 4, 1999, there were 112 holders of record including
common shares held by brokerage clearing houses, depositories or
otherwise in unregistered form. The beneficial owners of such shares
are not known by the Registrant.
No cash dividends have been declared by the Registrant nor are any
intended to be declared. The Registrant is not subject to any legal
restrictions respecting the payment of dividends, except that they may
not be paid to render the Registrant insolvent. Dividend policy will
be based on the Registrant's cash resources and needs and it is
anticipated that all available cash will be needed for property
acquisition, exploration and development for the foreseeable future.
The Registrant is not aware of any reason as to why the price of
the security would have appreciated from those prices reflected in the
summary trading table other than the demand for securities has been
greater than the available supply.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
The Registrant was incorporated in November 1996. In the past three
fiscal years, the Registrant has issued the following unregistered
securities at the following prices. There were no underwriters engaged
and no underwriting discounts or commissions paid. All issues were
made pursuant to exemptions from registration contained in Section
4(2), Rules 901-905 and Section 4(2) of the 1933 Securities Act.
Date Type of Security Number Proceeds Exemption
1997
08/97 Common shares 7,293,500 $ 7,293 Sec. 4(2)
10/97 Common Shares 76,625 $153,250 Reg. D (504)
1998
08/98 Common Shares 650,000 $ 650 Reg. D (504)
(Services)
11/98 1 for 400 reverse
stock split
12/98 Common Shares 1,200,000 $ 1,200 Reg. D (504)
(Services)
12/98 Common Shares 1,500,000 $ 1,500 Reg. D (504)
(Services)
1999
04/99 Common Shares 138,000 $ 138 Reg. D (504)
(Services)
04/99 Common Shares 1,220,000 $610,000 Reg. D (504)
<PAGE> 20
ITEM 11. DESCRIPTION OF SECURITIES.
The Registrant's securities consist of common stock with a par
value of $0.001 per share. The Registrant's authorized capital is
100,000,000 common shares of which 4,078,122 common shares are issued
and outstanding. All of the Registrant's common stock, both issued and
unissued, is of the same class and ranks equally as to dividends,
voting powers and participation in the assets of the Registrant on a
winding-up or dissolution. No common shares have been issued subject
to call or assessment. Each common share is entitled to one vote with
respect to the election of directors and other matters. The shares of
common stock do not have cumulative voting rights. Therefore, the
holders of a majority of shares voting for the election of directors
can elect all the directors then standing for election, if they chose
to do so, and in such event the holders of the remaining shares will
not be able to elect any directors.
The common shares have no preemptive or conversion rights, and no
provisions for redemption, purchase for cancellation, surrender of
sinking fund or purchase fund. Provisions as to the creation or
modifications, amendments or variations of such rights or such
provisions are contained in the Private Corporations Act, Chapter 78,
Nevada Revised Statutes.
Neither the Articles of Incorporation nor the Bylaws of the
Registrant contain provisions which would delay, defer or prevent a
change in control of the Registrant.
The Registrant's transfer agent is American Securities Transfer &
Trust, Inc. 938 Quail Street, Suite 101, Lakewood, CO 80215, telephone
(303) 234-5300, facsimile (303) 234-5340.
The Registrant has issued options to purchase up to 2,385,000
shares of its common stock pursuant to its 1999 Non-Qualifying Stock
Option Plan to 12 persons, three of which are its officers. The
options are exercisable at prices ranging from $0.50 to $2.00 per
share. The options expire at various dates ranging from December 31,
2001 to December 31, 2002.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Chapter 78, rules 78.7502, 78.751 and 78.752 of the Nevada Revised
Statutes contain the provisions which, subject to certain restrictions,
in general provide for the Registrant's ability to indemnify, and
thereby limit the personal liability of, the directors and officers of
the Registrant against certain liabilities. Officers and directors of
the Registrant are indemnified generally against expenses, actually and
reasonably, incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith,
were not found guilty and, in any criminal matter, had reasonable cause
to believe their conduct was not unlawful.
Neither the Registrant's Articles of Incorporation, as amended nor
the Company's bylaws provide for indemnification as set forth above.
<PAGE> 21
ITEM 13. FINANCIAL STATEMENTS.
GRANT THORNTON
Chartered Accountants
Canadian Member Firm of
Grant Thornton International
Auditors' Report
To the Shareholders of
COI Solutions Inc.
We have audited the accompanying balance sheets of COI Solutions Inc.
as at December 31, 1998 and 1997 and the related statements of loss and
deficit and cash flows for the years ended December 31, 1998 and the
period August 1, 1997 to December 31, 1997. These financial statements
are the responsibility of the company's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, these financial statements referred to above present
fairly, in all material respects, the financial position of the company
as at December 31, 1998 and 1997 and the results of their operations
and cash flows for the year ended December 31, 1998 and the period
August 1, 1997 to December 31, 1997, in conformity with generally
accepted accounting principles in the United States.
Grant Thornton
Chartered Accountants
Markham, Canada
February 10, 1999
Suite 400
7030 Woodbine Avenue
Markham Ontario L3R 6G2
Tel: (905) 475-1100
Fax: (905) 475-8906
F-1
<PAGE> 22
COI SOLUTIONS INC.
Statement of Loss and Deficit
<TABLE>
<CAPTION>
August 1, 1997
Year Ended to
December 31, December 31,
1998 1997
<S> <C> <C>
Revenue $ 458,441 $ -
Operating expenses 1,977,970 14,732,208
------------- -------------
Loss for the period $ (1,519,529) $ (14,732,208)
============= =============
Loss per share, basic and
diluted (Note 6) $ (6.72) $ (799.97)
============= =============
Deficit, beginning of the period $ (14,732,208) $ -
Loss for the period (1,619,529) (14,732,208)
------------- -------------
Deficit, end of the period $ (16,251,737) $ (14,732,208)
============= =============
</TABLE>
See accompanying notes to the financial statements.
F-2
<PAGE> 23
COI SOLUTIONS INC.
Balance Sheet
December 31
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ASSETS
Current
Cash $ - $ 26,442
Accounts receivable 214,691 -
------------- -------------
$ 214,691 $ 26,442
=============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Bank indebtedness $ 6,612 $ -
Accounts payable 27,315 -
Due to shareholders 42,251 18,400
------------- -------------
76,178 18,400
------------- -------------
SHAREHOLDERS' EQUITY
Capital stock (Note 5) 2,720 7,370
Additional paid in capital
(Note 5) 16,387,530 14,732,880
------------- -------------
16,390,250 14,740,250
Deficit (16.251,737) (14,732,208)
------------- -------------
138,513 8,042
------------- -------------
$ 214,691 $ 26,442
============== =============
</TABLE>
See accompanying notes to the financial statements.
F-3
<PAGE> 24
COI SOLUTIONS INC.
Statement of Cash Flows
<TABLE>
<CAPTION>
August 1, 1997
Year Ended to
December 31, December 31,
1998 1997
<S> <C> <C>
Cash derived from
OPERATING
Loss $ (1,519,529) $ (14,739,426)
Share compensation 1,646,650 14,594,142
Change in
Accounts receivable (241,691) -
Accounts payable 27,315 -
Advances from shareholders 23,851 18,400
------------ -------------
(36,404) (126,884)
------------ -------------
FINANCING
Issue of common shares 3,350 153,326
Bank indebtedness 6,612 -
------------ -------------
9,962 153,326
------------ -------------
Net increase (decrease)
in cash (26,442) 26,442
Cash, beginning of period 26,442 -
------------ -------------
Cash, end of period $ - $ 26,442
============ =============
</TABLE>
See accompanying notes to the financial statements.
F-4
<PAGE> 25
COI SOLUTIONS INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1998
1 . Nature of operations
COI Solutions Inc. (formerly Expedia Com Global Inc.) was incorporated
in Nevada on August 1, 1997. The Company is an integrator of
telecommunications products and services enabling electronic
communications of transactions based services, voice synthesis and
large project consulting. The Company has currently established
operations in Florida.
2. Summary of significant accounting policies
Accounting principles
The Company's accounting and reporting policies conform to generally
accepted accounting principles and industry practice in the United
States.
Use of estimates
In preparing the Company's financial statements, management is required
to make estimates and assumptions that affect the reported amounts in
the financial statements and accompanying notes to the financial
statements.. Actual results may differ from those estimates.
Fair value of financial instruments
The Company's estimate of the fair value of cash, receivables, payables
and accruals approximates the carrying value.
Revenue recognition
Consulting revenue on the long term contracts is based on a monthly fee
plus expenses.
Income taxes
As at December 31, 1998 the Company had a net operating loss
carryforward totalling approximately $25,000 that may be offset against
future taxable income if any.
A tax benefit has not been reported in the accompanying financial
statements for the operating loss carryforward because the Company is
uncertain as to the likelihood of utilization.
3, Concentrations
The Company currently has several contracts with one major customer
from which it generates 100% of its revenue. The total amount of these
contracts is approximately $3M dollars.
F-5
<PAGE> 26
COI SOLUTIONS INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1998
4. Shareholder advances
Shareholders have advanced funds for operating expenses amounting to
$42,251. The loans are unsecured, interest free and it is expected they
will be repaid within one year.
5. Capital stock and paid in capital
- - In October 1997 the Company issued a total of 7,293,500 shares of
common stock to its founders at $2 per share (7,293,500 x $2 =
$14,587,000). The shares have been issued at the par value of
$.001 per share and the balance of $14,579,706 has been charged as
compensation and included in operating expenses on the statement
of loss and was credited to additional paid up capital.
- - In October 1997 the Company issued a total of 76,625 shares of
common stock to investors at $2 per share (76,625 x $2 =
$153,250). The shares have been issued at the par value of $.001
per share and the balance of $153,174 was credited to additional
paid up capital.
- - On August 19, 1998 a resolution was passed to issue 650,000 common
shares with a market value of $975,000 (650,000 x $1.50) for
services rendered to the Company. The shares have been issued at
$.001 per share and the balance of $974,350 has been charged as
consulting fees and included in operating expenses on the
statement of loss and credited to additional paid up capital.
- - On December 3, 1998 the Company passed a resolution to have a
reverse split on the common shares. The 8,020,125 common shares
issued were reduced to 20,122 common shares with a par value of
$.001.
- - On December 3, 1998 a resolution was passed to issue 1,200,000
common shares with a market value of $300,000 ($1,200,000 x $.25).
The shares have been issued at the par value of $.001 per share
and the balance of $298,800 has been charged as compensation and
included in operating expenses on the statement of loss and
credited to additional paid up capital.
- - On December 3, 1998 a resolution was passed to issue 1,500,000
restricted common shares with a market value of $375,000
(1,500,000 x $.25). The shares have been issued at the par value
of $.001 per share and the balance of $373,500 has been charged as
compensation and included in operating expenses on the statement
of loss and credited to additional paid up capital.
F-6
<PAGE> 27
COI SOLUTIONS INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1998
5. Capital stock and paid in capital (continued)
Summary of stock and paid up capital:
<TABLE>
<CAPTION>
Additional
Number of Issued Paid-in
Share Value Capital
<S> <C> <C> <C>
Balance December 31, 1997 7,370,125 7,370 $ 14,732,880
Shares issued Note 4c above 650,000 650 974,350
--------- ------- ------------
8,020,125 8,020 15,707,230
---------
Reverse split Note 4d above 20,122 (8,000) 8,000
Shares issued Note 4e above 1,200,000 1,200 298,800
Shares issued Note 4f above 1,500,000 1,500 373,500
--------- ------- ------------
Totals 2,720,122 $ 2,720 $ 16,387,530
========= ======= ============
</TABLE>
6. Loss per share
Net loss per share is calculated based on the weighted average common
shares outstanding weighted average common shares used in the
computation of basic loss per share are 226,171 for 1998 and 18,425 for
1997. There are no dilution affects to be recorded.
7. Uncertainty due to the Year 2000 Issue
The Year 2000 Issue arises because many computerized systems use two
digits rather than four to identify a year. Date-sensitive systems may
recognize the year 2000 as 1900 or some other date, resulting in errors
when information using year 2000 dates is processed. In addition,
similar problems may arise in some systems which use certain dates in
1999 to represent something other than a date. The effects of the Year
2000 Issue may be experienced before, on, or after January 1, 2000,
and, if not addressed, the impact on operations and financial reporting
may range from minor errors to significant systems failure, which could
affect an entity's ability to conduct normal business operations. It is
not possible to be certain that all aspects of the Year 2000 Issue
affecting the company, including those relating to the efforts of
customers, suppliers, or other third parties will be fully resolved.
F-7
<PAGE> 28
COI Solutions, Inc.
Statement of Loss and Deficit
Six Months ending June 30
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Revenue (Note 3) $ 1,076,940 $ 105,102
Operating Expense 3,396,402 118.533
------------- -------------
Loss for the period $ (2,319,462) $ (13,431)
------------- -------------
Deficit, beginning of the period $ (16,251,737) $ (14,732,208)
Loss for the period (2,319,462) (13,431)
-------------
Deficit, end of the period $ (18,571,199) $ (14,745,639)
------------- -------------
</TABLE>
See accompanying notes to the financial statements
1
<PAGE> 29
COI SOLUTIONS, INC.
Balance Sheet
June 30
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Assets
Current
Cash $ 60,560 $ 6,011
Accounts receivable 856,140 7.000
------------- -------------
$ 916,700 $ 13,011
------------- -------------
Liabilities and Shareholders' Equity
Current
Accounts payable $ 40,478 $ -
Due to shareholders (Note 4) 15,251 18,400
------------- -------------
55,729 18,400
------------- -------------
Shareholders' Equity
Capital Stock 4,078 7,370
Additional paid in capital 19,428,092 14,732,880
------------- -------------
(19,432,170) 14,740,260
Deficit (18,571,199) (14,745,639)
------------- -------------
(860,971) (5,389)
------------- -------------
$ 916,700 $ 13,011
------------- -------------
</TABLE>
See accompanying notes to the financial statements
2
<PAGE> 30
COI Solutions, Inc.
Statement of Cash Flows
Six Months ended June 30
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Cash derived from
Operating
Loss $ (2,319,462) $ (13,431)
Share compensation 2,431,782
Change in
Accounts receivable (641,449) (7,000)
Accounts payable 13,163
Advances from shareholders (27,000)
------------
542,966 (20,431)
------------
Financing
Issue of common shares 610,138
Bank endebtedness (6,612)
------------
603,526
------------
Not Increase (decrease) in cash 60,560 (20,431)
Cash, beginning of year 26,442
---------
Cash end of period $ 60,560 $ 6,011
------------ ---------
</TABLE>
See accompanying notes to the financial statements
3
<PAGE> 31
COI Solutions, Inc.
Notes to the Financial Statements
June 30 1999
1. Nature of Operations
COI Solutions, Inc. (formerly Expedia Com Global, Inc.) was
incorporated in Nevada August 1, 1997. The company builds Internet-
based business solutions for global organizations using a 'community of
interest' model. This model provides electronic tools and creative
business networking solutions that allow large complex organizations to
operate in a fully integrated manner with its clients and suppliers in
both real and nonreal time, no matter where they are in the world. The
Company has currently established operations in Florida.
2. Summary of significant accounting policies
Accounting principles
The Company's accounting and reporting policies conform to generally
accepted accounting principles and industry practice in the United
States.
Use of estimates
In preparing the Company's financial statements, management is required
to make estimates and assumptions that affect the reported in the
financial statements and accompanying notes to the financial
statements. Actual results may differ from those estimates.
Fair value of financial statements
The Company's estimate of the fair value of cash, receivables, payables
and accruals approximate the carrying value.
Revenue recognition
Consulting revenue is recognized based on the long term contracts that
generate monthly fees plus expenses.
3. Revenue
The company currently has several contracts with one major customer
from which it generates 100% of its revenue. The total amount of this
contract is approximately 3M dollars.
4. Shareholder advances
Shareholders have advanced funds for operating expenses amounting to
$15,251. The loans are interest free and it is expected they will be
repaid within one year.
4
<PAGE> 32
COI Solutions, Inc.
Notes to the Financial Statements
June 30 1999
5. Capital Stock and paid in capital.
There are 4,078,122 shares issued at a value of $4,078.
- - On April 8 1999, a resolution was passed to issue 138,000 common
shares with a market value of $309,120 (168 x $2.24) for services
rendered to the company. The shares have been issued at $0.001 per
share and the balance of $308,982 has been charged as consulting
fees and included in the operating expenses on the statement of
loss and credited to additional paid in capital.
- - On April 7 1999, pursuant to Regulation D, Rule 504, a resolution
was passed to issue 1,220,000 common shares with a market value of
$2,732,800 (1,220,000 x $2.24). The shares have been issued for
$610,000 and the balance of $2,122,800 has been charged as
compensation and included in the operating expenses and the
statement of loss and credited to additional paid up capital.
- - On January 6 1999, a Nonqualifying Stock Option Plan was approved
for the Company. The total number of shares of the Company
available for grants of Stock Options under the plan is 5,000,000
Common Shares. As of June 30, 1999, 2,105,000 options have been
granted. No Options have been exercised for conversion to shares.
The end.
5
<PAGE> 33
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
There have been no disagreements on accounting and financial
disclosures from the inception of the Company through the date of this
Registration Statement.
ITEM 15. INDEX TO EXHIBITS
The following exhibits required by Item 601 of Regulation S-B are
filed herewith:
Exhibit
Number Description
3.1 Initial Articles of Incorporation, as filed August 1, 1997.
3.2 Bylaws.
3.3 Articles of Amendment to the Articles of Incorporation, as
filed on August 23, 1997.
3.4 Articles of Amendment to the Articles of Incorporation, as
filed on November 20, 1998.
10.1 Associate Agreement between World Telehealth Corporation and
the Company.
10.2 Management Agreement between World Telehealth Corporation and
the Company.
10.3 Addendum Agreement between World Telehealth Corporation and
the Company.
10.4 Associate Agreement between TeleMedica Group and the Company.
27.1 Financial Data Schedule.
99.1 Gary W. Evans Employment Agreement.
99.2 Robert G. Jones Employment Agreement.
99.3 Robert W. Wilder Employment Agreement.
99.4 Consulting Agreement with Lexxus Capital Corp.
99.5 1999 Non-Qualified Stock Option Plan.
99.6 1999 Qualified Stock Option Plan.
<PAGE> 34
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant has caused this signature page to be signed on its
behalf by the undersigned, thereunto duly authorized.
COI SOLUTIONS, INC.
By: /s/ Robert G. Jones
Robert G. Jones, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this Form 10-SB Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Name Title Date
/s/ Robert G. Jones President and a member November 1, 1999
Robert G. Jones of the Board of Directors
/s/ Gary W. Evans Vice President, Secretary November 1, 1999
Gary W. Evans Treasurer and a member of
of the Board of Directors
/s/ Robert W. Wilder Chief Executive Officer November 1, 1999
Robert W. Wilder and a member of the
Board of Directors
<PAGE> 35
EXHIBIT 3.1
ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
STATE OF NEVADA
SECRETARY OF STATE
1. Name of corporation: EXPEDIA COM GLOBEL, INC.
2. Resident Agent:
Name of Agent: LOUIS SUPERA
Street Address: 981 Whitney Ranch No. 925
Henderson, Nevada 89014
3. Shares: (number of shares the corporation is authorized to
issue)
Number of shares with par value: 100,000,000
par value $0.001
4. Governing Board: shall be styled as: Directors
The First Board of Directors shall consist of three member and
the names and addresses are as follows:
Gary W. Evans 2150 Aintree Terrace
Oakville, Ontario
L6J 5V6 Canada
Robert W. Wilder 4 Tuscay Court
Unionville, Ontario
L3R 1V1 Canada
5. Purpose: The purpose of the corporation shall be: consulting
and software sales
6. Other Matters: This form includes the minimal statutory
requirements to incorporate under NRS 78. You may attach
additional information pursuant to NRS 78.037 or any other
information you deem appropriate. If any of the additional
information is contradictory to this form it cannot be filed and
will be returned to you for correction. Number of pages
attached _____.
SIGNATURES OF INCORPORATORS: The name of addresses of each of
the incorporation signing the articles: (Signatures must be
notarized.)
Louis Supera
981 Whitney Ranch No. 925
Henderson, Nevada 89104
/s/ Louis Supera
State of Nevada. County of Clark. This instrument was
acknowledged before me on August 1, 1997, by Louis Supera as
incorporator.
/s/ Alicia A. Francis
Official Seal, Notary Public
<PAGE> 36
EXHIBIT 3.2
BY-LAWS
of
EXPEDIACOM GLOBAL, INC.
a Nevada Corporation
ARTICLE I
The initial principal office of the Corporation shall be in
Altamonte Springs, Florida. The Corporation may have offices at such
other places Within or without the State of Nevada as the Board of
Directors may from time to time establish.
ARTICLE II
CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken
in connection with corporate action, by any provisions of the statutes
of the Certificate of Incorporation, the meeting and vote of
stockholders may be dispensed with, if all the stockholders who should
have been entitled to vote upon the action if such meeting were held,
shall consent in writing to such corporate action being taken.
ARTICLE III
Board of Directors
Section 1. GENERAL POWERS. The business of the Corporation shall
be managed by the Board of Directors, except as otherwise provided by
statute or by the Certificate of Incorporation.
Section 2. NUMBER AND QUALIFICATIONS. The Board of Directors shall
consist of up to three (3) members. Except as provided in the
Certificate of Incorporation, this number can be increased only by the
vote or written consent of the holders of ninety (90) percent of the
stock of the Corporation outstanding and entitled to vote. The current
number of Directors shall be determined by the Board of Directors at
its annual meeting. No Director need be a stockholder.
Section 3. ELECTION AND TERM OF OFFICE. The Directors shall be
elected annually by the stockholders, and shall hold office until their
successors are respectively elected and qualified.
Election of Directors need not be by ballot.
Section 4. COMPENSATION. The members of the Board of Directors
shall be paid a fee of $10.00 for attendance at all annual, regular,
special and adjourned meetings of the Board. No such fee shall be paid
any director if absent. Any director of the Corporation may also serve
the Corporation in any other capacity, and receive compensation
therefor in any form. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
Section 5. REMOVAL AND RESIGNATIONS. The stockholders may, at any
meeting called for the purpose, by vote of two-thirds of the capital
stock issued and outstanding, remove any directors from office, with or
without cause; provided however, that no director shall be removed in
<PAGE> 37
case the vote of a sufficient number of shares are cast against his
removal, which if cumulatively voted at any election of directors would
be sufficient to elect him, if cumulative voting is allowed by the
Articles of Incorporation.
The stockholders may, at any meeting, by vote of a majority of
such stock represented at such meeting accept the resignation of any
director.
Section 6. VACANCIES. Any vacancy occurring in the office of
director may be filled by a majority of the directors then in office,
though less than a quorum, and the directors so chosen shall hold
office until the next annual election and until their successors are
duly elected and qualified, unless sooner displaced.
When one or more directors resign from the Board, effective at a
future date, a majority of the directors then in office, including
those who have so resigned, shall have powers to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or
resignations become effective.
ARTICLE IV
Meetings of Board of Directors
Section 1. REGULAR MEETINGS. A regular meeting of the Board of
Directors may be held without call or formal notice immediately after
and at the same place as the annual meeting of the stockholders or any
special meeting of the stockholders at such places within or without
the State of Nevada and at such times as the Board may by vote from
time to time determine.
Section 2. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at any place whether within or without the State
of Nevada at any time when called by the President, Treasurer,
Secretary or two or more directors. Notice of the time and place
thereof shall be given to each director at least three (3) days before
the meeting if by mail or at least twenty-four hours if in person or by
telephone or telegraph. A waiver of such notice in writing, signed by
the person or persons entitled to said notice, either before or after
the time stated therein, shall be deemed equivalent to such notice.
Notice of any adjourned meeting of the Board of Directors need not be
given.
Section 3. QUORUM. The presence, at any meeting, of one-third of
the total number of directors, but in no case less than two (2)
directors, shall be necessary and sufficient to constitute a quorum for
the transaction of business except as otherwise required by statute or
by the Certificate of Incorporation, the act of a majority of the
directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors. In the absence of a quorum, a
majority of the directors present at the time and place of any meeting
may adjourn such meeting from time to time until a quorum be present.
<PAGE> 38
Section 4.a. CONSENT OF DIRECTORS IN LIEU OF MEETING. Unless
otherwise restricted by the Certificate of Incorporation, any action
required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting, if
prior to such action a written consent thereto is signed by all members
of the Board or committee, and such written consent is filed within the
minutes of the Corporation.
b. The Board of Directors may hold regular or special
meetings by telephone conference call, provided that any resolutions
adopted shall be recorded in writing within 3 days of such telephone
conference, and written ratification of such resolutions by the
directors shall be provided within 10 days thereafter.
ARTICLE V
Committees of Board of Directors
The Board of Directors may, by resolution passed by a majority of
the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which, to
the extent provided in the resolution, shall have, and may exercise
the powers of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of
Directors.
The committees of the Board of Directors shall keep regular
minutes of their proceedings and report the same to the Board of
Directors when required.
ARTICLE VI
Officers
Section 1. NUMBER. The Corporation shall have a President, one or
more Vice Presidents, a Secretary and a Treasurer, and such other
officers, agents and factors as may be deemed necessary. One person may
hold any two offices except the offices of President and Vice President
and the offices of President and Secretary.
Section 2. ELECTION, TERM OF OFFICE AND QUALIFICATION. The
officers specifically designated in Section 1 of this Article VI shall
be chosen annually by the Board of Directors and shall hold office
until their successors are chosen and qualified. No officer need be a
director.
Section 3. SUBORDINATE OFFICERS. The Board of Directors from time
to time may appoint other officers and agents, including one or more
Assistant Secretaries and one or more Assistant Treasurers, each of
whom shall hold office for such period, have such authority and perform
such duties as are provided in these By-Laws or as the Board of
Directors from time to time may determine. The Board of Directors may
delegate to any office the power to appoint any such subordinate
officers, agents and factors and to prescribe their respective
authorities and duties.
<PAGE> 39
Section 4. REMOVALS AND RESIGNATIONS. The Board of Directors may
at any meeting called for the purpose, by vote of a majority of their
entire number, remove from office any officer or agent of the
Corporation, or any member of any committee appointed by the Board of
Directors.
The Board of Directors may at any meeting, by vote of a majority
of the directors present at such meeting, accept the resignation of any
officer of the Corporation.
Section 5. VACANCIES. Any vacancy occurring in the office of
President, Vice President, Secretary, Treasurer or any other office by
death, resignation, removal or otherwise shall be filled for the
expired portion of the term in the manner prescribed by these By-Laws
for the regular election or appointment to such office.
Section 6. THE PRESIDENT. The President shall be the chief
executive officer of the Corporation and, subject to the direction and
under the supervision of the Board of Directors, shall have general
charge of the business, affairs and property of the Corporation, and
control over its officers, agents and employees. The President shall
preside at all meetings of the stockholders and of the Board of
Directors at which he is present. The President shall do and perform
such other duties and may exercise such other powers as from time to
time may be assigned to him by these Bylaws or by the Board of
Directors.
Section 7. THE VICE PRESIDENT. At the request of the President or
in the event of his absence or disability, the Vice President, or in
case there shall be more than one Vice President, the Vice President
designated by the President, or in the absence of such designation, the
Vice President designated by the Board of Directors, shall perform all
the duties of the President, and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the President.
Any Vice President shall perform such other duties and may exercise
such other powers as from time to time may be assigned to him by these
By-Laws or by the Board of Directors, or the President.
Section 8. THE SECRETARY. The Secretary shall:
a. Record all the proceedings of the meetings of the
Corporation and directors in a book to be kept for that purpose;
b. Have charge of the stock ledger (which may, however, be
kept by any transfer agent or agents of the Corporation under the
direction of the Secretary), an original or duplicate of which shall be
kept at the principal office or place of business of the Corporation in
the State of Nevada;
c. Prepare and make, at least ten (10) days before every
,election of directors, a complete list of the stockholders entitled to
vote at said election, arranged in alphabetical order;
d. See that all notices are duly given in accordance with the
provisions of these By-Laws or as required by statute;
<PAGE> 40
e. Be custodian of the records of the Corporation and the
Board of Directors, and of the seal of the Corporation, and see that
the seal is affixed to all stock certificates prior to their issuance
and to all documents, the execution of which on behalf of the
Corporation under its seal have been duly authorized;
f. See that all books, reports, statements, certificates and
the other documents and records required by law to be kept or filed are
properly kept or filed; and
g. In general, perform all duties and have all powers
incident to the office of Secretary and perform such other duties and
have such powers as from time to time may be assigned to him by these
By-Laws or by the Board of Directors or the President.
Section 9. THE TREASURER. The Treasurer shall:,
a. Have supervision over the funds, securities, receipts, and
disbursements of the Corporation;
b. Cause all monies and other valuable effects of the
Corporation to be deposited in its name and to its credit, in such
depositories as shall be selected by the Board of Directors or pursuant
to authority conferred by the Board of Directors.
c. Cause the funds of the Corporation to be disbursed by
checks or drafts upon the authorized depositories of the Corporation,
when such disbursements shall have been duly authorized;
d. Cause to be taken and preserved proper vouchers for all
monies disbursed;
e. Cause to be kept at the principal office of the
Corporation correct books of account of all its business and
transactions;
f. Render to the President or the Board of Directors,
whenever requested, an account of the financial condition of the
Corporation and of his transactions as Treasurer;
g. Be empowered to require from the officers or agents of the
Corporation reports or statements giving such information as he may
desire with respect to any and all financial transactions of the
Corporation; and
h. In general, perform all duties and have all powers
incident to the office of Treasurer and perform such other duties
and have such power as from time to time may be assigned to him
by these By-Laws or by the Board of Directors or President.
Section 10. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries and Assistant Treasurers shall have such duties
as from time to time may be assigned to them by the Board of Directors
or the President.
<PAGE> 41
Section 11.- SALARIES. The salaries of the officers of the
Corporation shall be fixed from time to time by the Board of Directors,
except that the Board of Directors may delegate to any person the power
to fix the salaries or other compensation of any officers or agents
appointed in accordance with the provisions of section 3 of this
Article VI. No officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the Corporation.
Section 12. SURETY BOND. The Board of Directors may secure the
fidelity of any or all of the officers of the Corporation by bond or
otherwise.
ARTICLE VII
Execution of Instruments
Section 1. EXECUTION OF INSTRUMENTS GENERALLY. All documents or
writings of any nature shall be signed, executed, verified,
acknowledged and delivered by such officer or officers or such agent of
the Corporation and in such manner as the Board of Directors from time
to time may determine.
Section 2. CHECKS, DRAFTS, ETC. All notes, drafts, acceptances,
checks, endorsements, and all evidence of indebtedness of the
corporation whatsoever, shall be signed by such officer or officers or
such agent or agents of the Corporation and in such manner as the Board
of Directors from time to time may determine.. Endorsements for deposit
to the credit of the Corporation in any of its-duly authorized
depositories shall be made in such manner as the Board of Directors
from time to time may determine.
Section 3. PROXIES. Proxies to vote with respect to shares of
stock of other corporations owned by or standing in the name of the
Corporation may be executed and delivered from time to time on behalf
of the Corporation by the President or Vice President and the Secretary
or Assistant Secretary of the Corporation or by any other person or
persons duly authorized by the Board of Directors.
ARTICLE VIII
Section 1. CERTIFICATES OF STOCK. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed in the name
of the Corporation by the Chairman or Vice President of the Board of
Directors, the President or a Vice President and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him in the
Corporation; provided, however, that where such certificate is signed
by a transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the Corporation and a registrar, the
signature of any such Chairman of the Board of Directors, President,
Vice President, Treasurer, Assistant Treasurer, Secretary, or Assistant
Secretary may be facsimile. simile. In case any officer or officers
who shall have signed, or whole facsimile signature or signatures shall
have been used thereon, any such certificate or certificates shall
cease to be such officer or officers of the Corporation, whether
because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such
<PAGE> 42
certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or persons
who signed such certificate or certificates, or whose facsimile
signature or signatures shall have been used thereon, had not ceased to
be such officer or officers of the Corporation, and any such delivery
shall be regarded as an adoption by the Corporation of such certificate
or certificates.
Certificates of stock shall be in such form as shall, in
conformity to law, be prescribed from time to time by the Board of
Directors.
Section 2. TRANSFER OF STOCK. Shares of stock of the Corporation
shall only be transferred on the books of the Corporation by the holder
of record thereof or by his attorney duly authorized in writing, upon
surrender to the Corporation of the certificates for such shares
endorsed by the appropriate person or persons, with such evidence of
the authenticity of such endorsement, transfer, authorization and other
matters as the Corporation may reasonably require, and accompanied by
all necessary stock transfer tax stamps. In that event, it shall be the
duty of the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate, and record the
transaction on its books.
Section 3. RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED
OWNERS. Prior to the surrender to the Corporation of the certificates
for shares of stock with a request to record the transfer of such
shares, the Corporation may treat the registered owner as the person
entitled to receive dividends, to vote, to receive notifications, and
otherwise to exercise all the rights and powers of an owner.
Section 4. CLOSING STOCK TRANSFER BOOK. The Board of Directors may
close the Stock Transfer Book of the Corporation for a period not
exceeding fifty (50) days preceding the date of any meeting of the
stockholders or the date for payment of any dividend or the date for
the allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect or for a period of not
exceeding (50) days in connection with obtaining the consent of
stockholders for any purpose. However, in lieu of closing the Stock
Transfer Book, the Board of Directors may fix in advance a date, not
exceeding fifty (50) days preceding the date of any meeting of
stockholders or the date for the payment of any dividend or the date
for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote
at, any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of
rights or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and
in such case such stockholders, and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or
to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such tights, or to give such consent, as the
case may be, notwithstanding any transfer of any stock on the books of
the Corporation after any such record date fixed as aforesaid.
<PAGE> 43
Section 5. LOST, DESTROYED AND STOLEN CERTIFICATES. Where the
owner of a Certificate for shares claims that such .certificate has
been lost, destroyed or wrongfully taken, the Corporation shall issue
a new certificate in place of the original certificate if the owner (a)
so requests before the Corporation has notice that the shares have been
acquired by a bona fide purchaser; (b) files with the Corporation a
sufficient indemnity bond; and (c) satisfies such other reasonable
requirements, including evidence of such loss, destruction, or wrongful
taking, as may be imposed by the Corporation.
ARTICLE IX
Dividends
Section 1. SOURCES OF DIVIDENDS. The directors of the Corporation,
subject to any restrictions contained in the statutes and Certificate
of Incorporation, may declare and pay dividends upon the shares of the
capital stock of the Corporation either (a) out of its new assets in
excess of its capital, or (b) in case there shall be no such excess,
out of its net profits for the fiscal year then current or the current
and preceding fiscal year.
Section 2. RESERVES. Before the payment of any dividend, the
directors of the Corporation may set apart out of any of the funds of
the Corporation available for dividends a reserve or reserves for any
proper purpose, and the directors may abolish any-such reserve in the
manner in which it was created.
Section 3. RELIANCE ON CORPORATE RECORDS. A director shall be
fully protected in relying in good faith upon the books of account of
the Corporation or statements prepared by any of its officials as to
the value and amount of the assets, liabilities and net profits of the
Corporation, or any other-facts pertinent to.,the existence and amount
of surplus or other funds from which dividends might properly be
declared and paid.
Section 4. MANNER OF PAYMENT. Dividends may be paid in cash, in
property, or in shares of the capital stock of the Corporation at par.
ARTICLE X
Seal
The Corporate seal, subject to alteration by the Board of
Directors, shall be in the form of a circle and shall bear the name of
the Corporation and shall indicate its formation under the laws of the
State of Nevada. Such seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE XI
Fiscal Year
Except as from time to time otherwise provided by the Board of
Directors, the fiscal year of the Corporation shall be the calendar
year.
<PAGE> 44
ARTICLE XII
Amendments
Section 1. BY THE STOCKHOLDERS. Except as otherwise provided in
the Certificate of Incorporation or in these Bylaws, these By-Laws may
be amended or repealed, or new By-Laws may be made and adopted by a
majority vote of all the stock of the Corporation issued and
outstanding and entitled to vote at any annual or special meeting of
the stockholders, provided that notice of intention to amend shall have
been contained in the notice of meeting.
Section 2. BY THE DIRECTORS. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, these By-Laws,
including amendments adopted by the stockholders, may be amended or
repealed by a majority vote of the whole Board of Directors at any
regular or special meeting of the Board, provided that the stockholders
may from time to time specify particular provisions of the By-Laws
which shall not be amended by the Board of Directors.
ARTICLE XIII
Indemnification
The Board of Directors hereby adopt the provision of C.R.S. 7-
3-101 S (as it may be amended from time to time) relating to
Indemnification and in corporate such provisions by this reference as
fully as if set forth herein.
<PAGE> 45
EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
ROBERT W. WILDER and GARY W. EVANS, directors of the Company,
certify that:
1. They constitute at least two-thirds of the original
incorporators of the directors of EXPEDIA COM GLOBAL, INC., a Nevada
corporation.
2. The original Articles were filed in the Office of the
Secretary of State on AUGUST 1, 1997.
3. As of the date of this certificate, no stock of the
corporation has been issued.
4. They hereby adopt the following amendments to the Articles
of Incorporation:
Article One is amended to read as follows:
CHANGE THE NAME OF THE COMPANY TO EXPEDIACOM GLOBAL INC.
/s/ Robert W. Wilder
ROBERT W. WILDER
/s/ Gary W. Evans
GARY W. EVANS
Ontario, Canada )
) ss.
Peel, Halton Region )
On August 27, 1997, Robert Wilder and Gary Evans, personally
appeared before me, a Notary Public, whose signatures appear above
and, who acknowledge that they executed the above instrument.
/s/ Pamela Jay Bond
Pamela Jay Bond
<PAGE> 46
EXHIBIT 3.4
CERTIFICATE OF AMENDMENT OF ARTICLE OF INCORPORATION
No. (After Issuance of Stock)
EXPEDIACOM GLOBAL INC.
We the undersigned, Robert Wilder, President and Gary W. Evans,
Secretary, of EXPEDIACOM GLOBAL INC. do hereby certify:
That the Board of Directors of said corporation at a meeting
duly convened and held on the 16th day of November, 1998, adopted
resolutions to amend the Articles of Incorporation as follows:
Paragraph 1 is hereby amended to read as follows;
1. The name of the Corporation is
COI Solutions, Inc.
The number of shares of the corporation outstanding and entitled
to vote on an amendment to the Articles of Incorporation is
8,020,125; that the said amendment has been consented to and approved
by a majority of the stockholders holding at least a majority of each
class of stock outstanding and entitled to vote thereon.
/s/ Robert Wilder
Robert Wilder, President
/s/ Gary W. Evans
Gary W. Evans, Secretary
COUNTRY OF CANADA )
Province of Ontario )
On the 18th day of November, 1998, personally appeared before
me, a Notary Public, Robert Wilder, President and Gary W. Evans,
Secretary, who acknowledged that they executed the above instrument.
/s/ Pamela Jay Bond
Notary Public, residing in the
Province of Ontario at
30 Norway Avenue
My Commission Expires:
N/A
<PAGE> 47
EXHIBIT 10.1
WORLD TELEHEALTH ExpediaCom Global Inc.
communications systems solutions
THIS ASSOCIATE AGREEMENT made as of the 24th day of June, 1998.
BETWEEN:
World Telehealth. a Company duly incorporated under the laws of
the State of Florida in the United States of America, with its head
office in the City of Tarpon Springs in the State of Florida.
("Telehealth") OF THE FIRST PART
AND:
ExpediaCom Global Inc. a Company duly incorporated under the laws
of the State of Nevada, with its head office in the City of Las Vegas,
in the State of Nevada, U.S.A. ("Expediacom") OF THE SECOND PART
WHEREAS Telehealth is engaged in providing a wide range of
telemedicine services and network related applications on a global
basis;
AND WHEREAS ExpediaCom professes an expertise in consulting
services, contracting services, project management services, and
operational services of telecommunications systems, network centric
applications and information technology, including the management of
business relationships;
THIS AGREEMENT WITNESSES that ExpediaCom hereby agrees to
Associate with Telehealth for the purpose of providing professional
services which, upon completion, shall become the property of
Telehealth upon the following terms and conditions:
1. PROFESSIONAL SERVICES
(a) Under the guidance of Telehealth, ExpediaCom will
perform the following professional services:
(1) Conduct the feasibility study and develop the
business case of the opportunity for Telehealth. This should
include the development of the Strategic Business Plan
including the appropriate marketing and Operations component
plan. This will include the sub-contracting of individuals
and organizations, where appropriate.
(b) Design of the appropriate telecommunications and systems
infrastructure, and the supporting operational processes and
organizations to ensure "best of breed" operations.
(c) Act as the general contractor in the selection of sub-
contractors and suppliers to build the aforementioned designs.
(d) Project Management of the build and implementation
programs, as developed from the previous steps noted above.
<PAGE> 48
(e) Ongoing management, training and transfer of operational
responsibility to a longer term Telehealth work force and
management team.
(f) Support development of other targeted markets in Canada
and around the world.
(g) In the event that ExpediaCom or Telehealth desire to
change the scope of work as is set out above, then in such event
the following shall occur:
(1) Both parties shall agree in writing to any
amendment to either a segment of paragraph 1 (a) or the
insertion of a new segment;
(2) Remuneration levels will be reviewed and revised in
accordance with the revised scope of work proposed.
(3) A schedule of Statements of Work (Schedule A) will
be attached to this Agreement that defines the events and
costs for each phase of the overall project.
2. DELEGATION
ExpediaCom shall be at liberty to provide additional personnel
whether by way of employee or subcontractor to work on the said project
on the understanding that the compensation set forth above shall be
billable only by Robert W. Wilder, Robert G. Jones or Gary W. Evans on
behalf of ExpediaCom, unless agreed to in writing by Telehealth.
3. TELEHEALTH OBLIGATIONS
Telehealth shall ensure at all times that ExpediaCom has access to
such information, employees of Telehealth, customers of Telehealth or
any other personnel involved in the project as set out in Item 1., as
may be required by ExpediaCom to perform the services set out in Item
1.
4. DURATION OF THIS AGREEMENT
To be negotiated for the final contract.
5. COMPENSATION
To be negotiated for the final contract.
6. BONUS INCENTIVE
To be negotiated for the final contract.
<PAGE> 49
7. DISBURSEMENTS
Telehealth agrees to reimburse ExpediaCom for out of pocket
disbursements for travel, hotel accommodations, meals, administrative
and other project costs on condition that any single expense which
exceeds Five Thousand ($5,000.00) Dollars is approved in writing and in
advance by Telehealth. Telehealth shall not be responsible for any
single disbursement in excess of Five Thousand ($5,000.00) Dollars to
which it has not given written approval in advance.
8. AMENDMENT OF THIS AGREEMENT
Any changes to this Agreement must be in writing and signed by
both parties in order to be effective. The party wishing to amend this
Agreement shall serve notice on the other party in accordance with the
notice provision set out below.
9. EARLY TERMINATION OF THIS AGREEMENT
To be negotiated for the final contract.
10. EFFECTS OF TERMINATION
Upon termination of this Agreement, as herein above provided,
neither party shall have any further obligation hereunder except for:
(a) obligations accruing prior to the date of termination;
or
(b) obligations, promises, or covenants contained herein
which are expressly made to extend beyond the term of this
Agreement, including, without limitation, confidentiality of
information, and indemnities.
11. NOTICE
Any notice of a proposed amendment or notice of termination, early
or otherwise, as set out in the appropriate sections herein, shall
require Thirty (30) days written notice prior to the date on which the
amendment or termination is to take effect and shall be required in
written form, and delivered to the business address of the parties to
this Agreement set forth below:
ExpediaCom Global Inc.
5300 West Sahara, Suite 101
Las Vegas, Nevada
U.S.A. 89102
World Telehealth.
Box 1759,
Tarpon Springs, FL
34688
<PAGE> 50
Any notice which is required to be served under this Agreement
shall be served by registered mail at the address as set forth above
and the party upon whom the notice is being served shall have been
deemed to have received the notice on the fifth day following the day
on which this notice was mailed.
12. CONFIDENTIALITY
Any information discussed at Business Development Meetings or any
other information obtained by ExpediaCom as a result of this Agreement
shall, at all times, be considered confidential. In the course of
performing professional services for Telehealth and during any Business
Development Meetings, ExpediaCom will or have become aware or have
access to financial, business, marketing and other information, data,
reports, tenders, opinions and other materials and documents, tangible
or intangible, oral or written, which is the proprietary information
of Telehealth's clients (Confidential Information).
(a) ExpediaCom agrees to keep in strictest confidence all
Confidential Information (as defined above) which Telehealth may
acquire in connection with or as a result of performance of this
Agreement and agrees not to publish, communicate, divulge or
disclose to any unauthorized third party or parties any
information, without the prior written consent of Telehealth,
during the term of this Agreement or at any time subsequent to it.
(b) ExpediaCom agrees not to use any of the foregoing
Confidential Information except for the furtherance of its
obligations under this Agreement.
(c) Ownership of Intellectual Property resulting from this
engagement will be negotiated as part of the final contract.
13. ASSIGNMENT
No assignment of this Agreement or the rights and obligations
hereunder shall be valid without the specific written consent of both
parties hereto.
14. WAIVER OF BREACH
The waiver by any party of a breach or violation of any provision
of this Agreement shall not operate as, or be construed to be, a waiver
of any subsequent breach of the same or other provision hereof.
15. GENDER AND NUMBER
Whenever the context hereof requires, the gender of all words
shall include the masculine, feminine and neuter and the number of all
words shall include the singular and the plural.
<PAGE>
<PAGE> 51
16. SEVERABILITY
In the event any provision of this Agreement is held to be
unenforceable for any reason, the unenforceability thereof shall not
affect the remainder of this Agreement, which shall remain in full
force and effect and enforceable in accordance with its terms.
17. ARTICLES AND OTHER HEADINGS
The articles and other headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement.
18. ENTIRE AGREEMENT
This Agreement supersedes all previous contracts and constitutes
the entire agreement between the parties. No oral statements or prior
written material not specifically incorporated herein shall be of any
force and effect and no changes in or additions to this Agreement shall
be recognized unless incorporated herein by amendment as provided
herein, such amendment(s) to become effective on the date stipulated in
such amendments. Telehealth specifically acknowledges that in entering
into and executing this Agreement, ExpediaCom is relying solely upon
the representations and agreements contained in this Agreement and no
others.
19. INTERPRETATION
It is mutually agreed between the parties that this Agreement
shall be interpreted in accordance with the laws of the State of
Florida and that the jurisdiction for any action commenced by either
party as against the other shall be the appropriate Court at the City
of Tarpon Springs in the State of Florida.
IN WITNESS WHEREOF the parties hereunto affixed their hands and
seals, and the Corporation has hereunto affixed its corporate seal
under the hands of its duly authorized officers in that behalf.
DATED at Tarpon Springs, this day of June, 1998.
SIGNED, SEALED AND DELIVERED )
in the presence of: ) Telehealth.
) Per:
)
) ____________________________
) Matthew J. Weber, President
- ------------------------------
) ExpediaCom Global Inc.
) Per:
)
) ____________________________
) Robert W. Wilder, President
- ------------------------------
<PAGE> 52
Schedule A: The Services
The key responsibilities of ExpediaCom pursuant to this Agreement
shall be to consult, research and facilitate the creation of an
operational entity, currently named Telehealth., including but not
limited to the following (the "Services"):
ExpediaCom's Services are documented and the performance of these
Services are measured as follows:
Milestone Service/Result By When Measure
<PAGE> 53
EXHIBIT 10.2
MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT is entered into as of the 11th day of
December, 1998 and effective on the 1st day of November, 1998, by and
between World Telehealth Corporation (the "Company"), a Florida
corporation and COI Solutions Inc. (the "Manager"), a Nevada
corporation.
R E C I T A L S:
A. The Company is engaged in providing a wide range of
telemedicine services and network related applications on a global
basis;
B. The Manager professes an expertise in consulting services,
contracting services, project management services, and operational
services of telecommunications systems, network centric applications
and information technology, including the management of business
relationships;
C. The Manager desires to associate with the Company for the
purpose of providing professional services which, upon completion,
shall become the property of the Company upon the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties intending to be legally bound agree as follows:
ARTICLE IPROFESSIONAL SERVICES
1.1 Appointment of Manager. The Company appoints the Manager and
the Manager accepts appointment on the terms and conditions provided in
this Agreement as a Manager to the Company's businesses.
1.2 Board of Directors Supervision. The activities of the
Manager to be performed under this Agreement shall be subject to the
supervision of the Chairman of the Board (the "Chairman") of the
Company and subject to reasonable policies not inconsistent with the
terms of this Agreement adopted by the Board of Directors of the
Company (the "Board") and in effect from time to time. Subject to the
foregoing limitations and otherwise where not required by applicable
law or regulation, the Manager shall not require the prior approval of
the Board to perform its duties under this Agreement.
1.3 Authority of Manager. Subject to any limitations imposed by
applicable law or regulation or by the Chairman or the Board, the
Manager shall render management, consulting and financial services to
the Company for the start up and operation of the Company, including
the services set forth on Exhibit A attached hereto. The Manager will
use its best efforts to cause its employees and agents to give the
Company the benefit of their special knowledge, skill and business
expertise to the extent relevant to the Company's businesses.
<PAGE> 54
1.4 Reimbursement of Expenses; Independent Contractor. The
Manager shall not, without the written consent of the Chairman, perform
any of the following, except to the extent payable, out of the
Management Fee (as hereinafter defined) (i) make any advance to or for
the account of the Company, (ii) pay any sums held in accounts
maintained by the Company, or (iii) incur any liability or obligation
for the account of the Company. The Manager shall be an independent
contractor, and nothing obtaining in this Agreement shall be deemed or
construed (i) to create a partnership or joint venture between the
Company and the Manager, (ii) to cause the Manager to be responsible in
any way for the debts, liabilities or obligations of the Company or any
other party, or (iii) to constitute the Manager or any of its employees
as employees, officers or agents of the Company. The Company shall
promptly reimburse the Manager for all reasonable expenses actually
paid or incurred by the Manager in the course of and pursuant to the
business of the Company for travel and other project costs on condition
that any single expense which exceeds Five Thousand ($5,000.00) Dollars
is approved in writing and in advance by the Company. The Company
shall not be responsible for any single disbursement in excess of Five
Thousand ($5,000.00) Dollars to which it has not given written approval
in advance.
1.5 Other Activities of Manager. The Company acknowledges and
agrees that neither the Manager nor any of the Manager's employees,
officers, directors, affiliates or associates shall be required to
devote full time and business efforts to the duties of the Manager
specified in this Agreement, but instead shall devote only so much of
such time and efforts as the Manager reasonably deems necessary to
perform the services set forth on Exhibit A.
1.6 Compensation of Manager. The Company will pay to the Manager
an a monthly consulting and management fee of $165,000 (the "Management
Fee") which shall be payable on the first day of each month. These
fees are for the Manager's services as set forth on Exhibit A and the
following items shall be paid out of the Management Fee: (i) the
salaries for the full time employees of the Company on the date hereof,
Matthew Weber and Lisa Sapino, (ii) retainer agreements with United
Sources of America, (iii) the incentives paid to the chairpersons of
the five Centers of Excellence (including contributions made by WTH
Medical resources) and (iv) the items marked as "IN" on Exhibit A. The
parties acknowledge that it is the responsibility of the Manager to
raise the funds, on behalf of the Company, necessary to pay the
Management Fee and until such funding is obtained, the Management Fee
due hereunder shall be accrued.
1.7 Term. The term of this Agreement (the "Term") is effective
as of November 1, 1998 and shall remain in effect until the earlier to
occur of (i) December 31, 1999 or (ii) termination pursuant to Section
1.8.
1.8 Termination. This Agreement may be terminated with, or
without cause, upon 30 days written notice, upon mutual agreement of
the parties. If a party is in breach of the provisions of this
Agreement including, but not limited to those set forth on Exhibit A,
then the non-breaching party may give notice of non-compliance (the
"Notice of Non-Compliance"). If the non-compliance is not cured within
<PAGE> 55
60 days, the Agreement will be terminated 60 days from the date of
Notice of Non-Compliance. In the event this Agreement is terminated for
any reason and the Company has not raised the necessary funding to pay
the Management Fee, then the Company shall not be responsible for any
accrued Management Fee or any future financial obligations under this
Agreement.
1.9 No Assignment. Without the consent of the Manager, the
Company shall not assign, transfer or convey any of their respective
rights, duties or interest under this Agreement, nor shall the Company
delegate any of the obligations or duties required to be kept or
performed by them hereunder. Without the prior written consent of the
Company, the Manager shall not assign, transfer or convey any of its
rights, duties or interests under this Agreement, nor shall it delegate
any of the obligations or duties required to be kept or performed by it
under this Agreement; provided, that, the Manager shall have the right
to hire employees and contract with others to perform the management
services as long as the project is supervised by and remains the
responsibility of the Manager. The Manager may provide additional
personnel (whether by way of employee or subcontractor) to perform the
services under this Agreement; provided that the compensation set forth
above shall be billable only by Robert W. Wilder, Robert G. Jones or
Gary W. Evans on behalf of Manager, unless agreed to in writing by the
Company.
1.10 Unauthorized Disclosure. During the Term and thereafter, the
Manager shall not, without the written consent of the Board or a person
authorized by the Board or as may otherwise be required by law or court
order, disclose to any person, other than an employee of the Company or
person to whom disclosure is reasonably necessary or appropriate in
connection with the performance by the Manager of its duties as Manager
of the Company, any Confidential Information (as hereinafter defined)
obtained by the Manager (or its officers, employees or agents) while
serving as a Manager. As used herein, Confidential Information means
not only information disclosed by the Company and its affiliates to the
Manager, but also information developed or learned by the Manager
during the course or as a result of his services hereunder, which
information the Manager acknowledges is and shall be the sole and
exclusive property of the Company. Confidential Information includes
all proprietary information that has or could have commercial value or
other utility in the business in which the Company or its affiliates
are engaged or contemplate engaging, and all proprietary information of
which the unauthorized disclosure could be detrimental to the interests
of any of the Company or its affiliates, whether or not such
information is specifically labeled as Confidential Information by the
Company. In the event of the Manager's relationship with the Company
ceases for any reason, the Manager will not remove from the premises of
the Company without its prior written consent any records, files,
drawings, documents, equipment belonging to the Company. The Manager's
obligations under this Section 1.10 shall survive the termination of
this Agreement.
<PAGE> 56
ARTICLE IIMISCELLANEOUS
2.1 Amendments and Waivers. This Agreement may not be amended,
nor any provision hereof waived, unless such amendment or waiver is
approved in writing by both parties.
2.2 Notices. All notices, requests, consents, reports and
demands shall be in writing and shall be hand delivered, sent by
facsimile or other electronic medium, or mailed, postage prepaid, to
either party at the address set forth below or to such other address as
may be furnished in writing to the other parties hereto. A notice
shall be deemed effective (i) upon delivery, if by hand, (ii) on the
date faxed or electronically transmitted, if confirmation of such
transmission is obtained, and (iii) upon the third day following
mailing as set forth above.
Company: World Telehealth Corporation
777 Alderman Avenue
Palm Harbor, FL 34683
Attention: Matthew Weber
Manager: COI Solutions, Inc.
5300 West Sahara
Suite 101
Las Vegas, Nevada
U.S.A. 89102
Attention: Robert Wilder
2.3 Expenses. Each of the parties to this Agreement shall bear
its own expenses incurred in connection with the negotiation,
preparation, execution and closing of this Agreement and the
transactions contemplated hereby.
2.4 Counterparts. This Agreement and any exhibit hereto may be
executed in multiple counterparts, each of which shall constitute an
original but all of which shall constitute but one and the same
instrument. One or more counterparts of this Agreement or any exhibit
hereto may be delivered via telecopier, with the intention that they
shall have the same effect as an original counterpart hereof.
2.5 Effect of Headings. The article and section headings herein
are for convenience only and shall not affect the construction hereof.
2.6 Further Assurances. Each of the parties shall execute and
deliver such documents, and take such other action, as shall be
reasonably requested by any other party hereto to carry out the
transactions contemplated by this Agreement.
2.7 Governing Law; Arbitration. This Agreement shall be deemed
a contract made under the laws of the State of Florida and together
with the rights and obligations of the parties hereunder, shall be
construed under and governed by the laws of such State. Other than
with respect to injunctive or equitable relief sought by either party
to this Agreement, all disputes arising after the Closing in connection
with this Agreement shall be finally settled under the Rules of the
American Arbitration Association (the "Rules") by three (3) arbitrators
<PAGE> 57
appointed in accordance with said Rules. Any such arbitration shall be
held pursuant to the Laws of the State of Florida unless the parties
hereto mutually agree in writing upon some other location for
arbitration. The arbitrators shall not be empowered to award punitive,
exemplary and/or consequential damages to any party. There shall be no
consolidation of this arbitration with any other dispute or proceeding
involving third parties. The provisions of this Agreement shall
prevail in case of inconsistency between the Rules and this Agreement.
2.8 Attorneys' Fees. In the event that a suit for the collection
of any damages resulting from, or for the injunction of any action
constituting, a breach of any of the terms or provisions of this
Agreement, then the prevailing party shall pay all reasonable costs,
fees (including reasonable attorneys' fees) and expenses of the non-
prevailing party.
2.9 Entire Agreement. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter
hereof and shall supersede all prior negotiations, understandings,
agreements, arrangements and understandings, both oral and written,
among the parties hereto with respect to such subject matter.
2.10 Severability. The invalidity of any one or more of the
words, phrases, sentences, clauses, sections or subsections contained
in this Agreement shall not affect the enforceability of the remaining
portions of this Agreement or any part hereof, all of which are
inserted conditionally on their being valid in law and, in the event
that any one or more of the words, phrases, sentences, clauses,
sections or subsections contained in this Agreement shall be declared
invalid by a court of competent jurisdiction, this Agreement shall be
construed as if such invalid word or words, phrase or phrases, sentence
or sentences, clause or clauses, section or sections, or subsection or
subsections had not been inserted.
2.11 Construction. This Agreement and any documents or instruments
delivered pursuant hereto or in connection herewith shall be
constructed without regard to the identity of the persons who drafted
the various provisions of the same. Each and every provision of this
Agreement and such other documents and instruments shall be constructed
as though all of the parties participated equally in the drafting of
the same. Consequently, the parties acknowledge and agree that any rule
of construction that a document is to be constructed against the
drafting party shall not be applicable either to this Agreement or such
other documents and instruments.
2.12 Interpretation. It is mutually agreed between the parties
that this Agreement shall be interpreted in accordance with the laws of
the State of Florida and that the jurisdiction for any action commenced
by either party as against the other shall be the appropriate Court at
the City of Tampa in the State of Florida.
<PAGE>
<PAGE> 58
IN WITNESS WHEREOF, the parties have executed this Agreement by
their duly authorized representatives as of the date set forth in the
first paragraph.
WORLD TELEHEALTH CORPORATION
BY: /s/ Matthew Weber
Title: Chairman
COI SOLUTIONS INC.
BY: /s/ Robert W. Wilder
Title: President
<PAGE> 59
EXHIBIT 10.3
World Telehealth Inc.:
The Management Contract
Addendum No. 3 to MOU of July 6, 1998
between
ExpediaCom Global Inc. and World Telehealth Inc.
for
Board of Directors
World Telehealth Inc.
October 19, 1998
This document is confidential and restricted to the Management of
World Telehealth Inc. and ExpediaCom Global Inc. It is governed by the
mutual non-disclosure and non-circumvent agreement signed between the
above parties on August 10, 1998. Reproduction of this document is
prohibited without the written consent of ExpediaCom Global Inc.
ExpediaCom Global Inc.
communications systems solutions Robert W. Wilder
President
4261-A14 Highway 7 5300 West Sahara
Suite 160 Suite 101
Unionville, Ontario Las Vegas, Nevada
Canada L3R 9W6 U.S.A. 89102
Tel: (905) 475-0479
Fax: (905) 475-0444
E-mail: [email protected]
1.0 Background
With the Business Operations Plan (prepared by ExpediaCom)
submitted and under review by the Board of Directors of World
Telehealth, it is now time to address building the start up
organization, and transitioning this organization into a fully
functioning corporation that will successfully achieve the vision and
operating targets established in the Business Operations Plan.
Based on the Business Operations Plan (BOP), World Telehealth
(WTH) is forecasted to achieve $6.5 Million of revenue by November 1,
1999, $28.8 M in 2000, and $71.2 M in 2001. The product development
strategy for WTH is broad in scope, potentially complex, and very
aggressive. The company must also develop a strong international
flavor, and a significant number of alliances must be negotiated,
implemented and managed. These alliances will include major customers,
key technology suppliers, and government/non-government organizations
(such UNCTAD, WHO and SECA).
All of the above areas must be addressed in very short order, and
must be project managed with rigor in order to ensure the above revenue
targets are met and exceeded.
<PAGE> 60
ExpediaCom Global Inc. has extensive experience in establishing
and managing network centric companies. Our experience has also
focused on companies that provide a solutions oriented network service
(rather than simply providing hardware or software component products),
as evidenced by our Community of Interest Model. As an opportunity for
ExpediaCom, World Telehealth represents an extremely good fit.
Most importantly, we believe that ExpediaCom has demonstrated its
competencies through the following deliverables to WTH (some are still
in progress but have already produced positive results):
- WTH Business Operations Plan (BOP)
- ISETO Geneva Meeting Support Package
- Generic Term Sheet for Alliance Partners
- Celebration Health Term Sheet Value Proposition
- Loma Linda Term Sheet Value Proposition
- Celebration Health MOU
- Lyon France Project Plan & Project Management
- Correspondence to Alliance Partners (Celebration)
- Strategy for UNCTAD, WHO, SECA relationships
- Processes for Financial Management (e.g. use of funds)
- General Business Coaching
- Opportunities to benefit from other ExpediaCom Projects
(Celebration Health involvement in Los Optimos Resort
Project)
This proposal identifies how ExpediaCom Global Inc. can assist
World Telehealth in the next phase of the project in three key areas:
- by providing the functionality of an operating senior
management team to transition the company to full operating
status
- to acquire an exclusive license to distribute WTH products
and services in Canada and two countries in the Caribbean (to
be determined)
- by acting as the longer term product development, technology
and network operations support prime
2.0 Proposed Functionality
The proposed management contract would address the following
functions and provide the following deliverables, in two phases:
- Phase 1: Start Up to Transition (Step 0 - Step 4 of schedule
in Section 3.0)
- Phase 2: Post Transition Support from ExpediaCom Global Inc.
(Step 5 of schedule in Section 3.0)
<PAGE> 61
Phase 1: Start Up to Transition
Functions Key Deliverables
COI Office - accountable leader for the company
- accountable interface on behalf of the company to
the Board of Directors
- accountable for performance measures (revenues,
cost management, customer satisfaction, employee
performance & satisfaction, etc.)
- develop and manage governance process with board
of directors
- seat on the Board of Directors for ExpediaCom
Executive
- seat on the Board of Directors for the COO office
(non-voting)
Financial Management
- design and implementation of financial systems &
processes (including management, investment,
reporting, procurement, etc.)
- liaison to the investment bankers regarding the
acquisition of funds per the Business Operations
Plan (BOP)
- liaison to the investor relations program
management
Administration - design and management of company office and
support infrastructure (including offices, IT
systems, telephony/communications systems,
facilities, utilities, etc.)
- establishment and management of human
resources/competency management process (in
conjunction with other functions)
- facilitate creation of operating processes
Marketing - complete strategic business plans and install an
"evergreen" process
- develop tactical plans for and manage ongoing
product development and research
- procure advertising, promotional material and
services, marketing collateral and design and
maintenance of the corporate Website
- develop distribution strategies and establish and
manage "non-in house" distribution channels
- work closely with operations and sales
organizations to ensure strategies and tactical
plans are being executed
- develop and manage the communications activities,
including Website
- develop and manage relationships with key
suppliers
<PAGE>
<PAGE> 62
Phase 1: Start Up to Transition (Cont'd)
Functions Key Deliverables
Sales - prime interface with customers, particularly
Alliance Partners and Charter Members
- work with other distribution channels
- manage proposals to customers (with close
involvement of marketing function)
UN International Relations
- establish and manage the strategic alliances with
UNCTAD, other UN Agencies, WHO, SECA
- work with sales to manage the prime interfaces to
country prime contacts and governments
- establishment and management of out of country
offices per the BOP and planning function (e.g.
Geneva)
Technology - examine emerging technologies
- develop a technology strategy and plan
- work closely with marketing to select key
technology suppliers
- input to marketing strategies and product
development
Operations - establish the Program Management Office to manage
costs and events for infrastructure build and
ongoing operation
- ongoing outsourcing manager
- work with marketing and technology groups to
procure appropriate systems and technology on
behalf of the company and its customers (where
appropriate)
- develop management and measurement methods for
operations
- day to day interface to key suppliers
- ensure delivery based on marketing plans
Centres of Excellence
- establish a center of excellence for each of the
key Product & Service Areas: TeleMedicine,
TeleWellness, TeleCommerce, Telegistic and
TeleInformatics
- appoint a company prime from either the Board of
Directors or from within the company as the chair
for each working group as per the BOP and to
participate (on a compensatory basis)
- recruit distinguished, prominent and competent
individuals from outside of the company to
participate (on a compensatory basis) in the
working groups
- deliver a set of recommendations for the direction
of the specific area
- vet and feedback to marketing on the strategic and
tactical product and service plans
<PAGE> 63
Phase 1: Start Up to Transition (Cont'd)
Functions Key Deliverables
Co-operative Training Program
- business management training of appropriate WTH
designees to assume longer term roles in the
company after the transition from ExpediaCom is
complete
- will include "on the job" training, business
training with outside firms, executive technology
training with outside firms
- testing function to ensure competency levels
- coaching programs for designees
Transition - evolution plan for long term operation of the
company
- acquire the human resources for management of the
business
- transition period with the new management team
Phase 2: Post Transition Support by ExpediaCom Global Inc.
The costs for this phase have yet to be determined, and are
therefore not included in this proposal.
Functions Key Deliverables
Ongoing Product Development Support
- ongoing strategic business plan support
- ongoing product development and research
support
- ongoing support with key suppliers
- ongoing sales & distribution support
- ongoing communications / Website support
Ongoing Network Operations Support
- provide ongoing program management advise
- act as the ongoing outsourcing manager
- ongoing work with suppliers to ensure proper
delivery / deployment
- evolve management and measurement methods for
operations
Ongoing Distributor of WTH
- exclusive responsibility for Canada
- exclusive responsibility for a minimum of two
Caribbean nations (to be determined)
3.0 Project Schedule
The following is the proposed project schedule.
Step 0: World Telehealth Confirmation to Begin October 18, 1998
Step 1: Operations Program Outline (complete Schedule E) November 30, 1998
Step 2: Transition Plan Complete June 30, 1999
Step 3: Transition Begins September 1, 1999
Step 4: Transition Complete January 1, 2000
Step 5: Ongoing Support Functions Begin January 1, 2000
<PAGE> 64
4.0 Pricing
The pricing for the management functions described in section 2
is:
Monthly Fee $165,000.00 US
Any appropriate taxes are extra.
This fee includes salaries for the current full time employees of
World Telehealth (M. Weber, M. Palmer, and L. Sapino) and retainer
agreements with other parties such as United Sources of America. In
addition, this fee includes the incentives paid to the chairpersons of
the five Centres of Excellence (including contributions made by WTH
Medical resources). It would be our intent to outsource as much of the
operation as is appropriate to achieve the best possible cost
structure, while first meeting the defined quality operational goals.
The following items are not included in the above fee and would be
addressed through the creation and normal management of a company
operating budget.
- Rent
- Telephones and communications costs
- Insurance (all types)
- Advertising, Branding, Promotional Materials, Collateral,
Trade Shows, etc.
- Website develop and operation
- Office Automation systems
- Product development costs other than the management functions
described above
- Expenses outside of the office location
- Special research outside of the strategies and tactical plans
described above
- Reasonable unforeseen costs
5.0 World Telehealth Concurrence on Contractual Documents
This section contains the following documents:
- Addendum 3 MOU Signature Sheet
- Schedule E: The Services for The Management Contract
- Schedule F: Consulting Fees & Cost Structure for WTH
Management Contract
ADDENDUM No. 3
IN WITNESS WHEREOF the parties have executed this Addendum of
Schedules for the World Telehealth Inc. Management Contract Schedule
E: The Services, Schedule F: Consulting Fees and Cost Structures - to
be attached to the Memorandum of Understanding (MOU) between World
Telehealth Inc. and ExpediaCom Global Inc., dated as of the 19th day of
October, 1998
<PAGE> 65
SIGNED, SEALED AND DELIVERED )
in the presence of: ) World Telehealth Inc..
) Per:
)
) ____________________________
)
- ------------------------------
) ExpediaCom Global Inc.
) Per:
)
) ___________________________
) Robert W. Wilder, President
- ------------------------------
Schedule E: The Services for the Management Contract
The key responsibilities of the Company pursuant to this Addendum
No. 3 shall be to establish a management team and manage the day to day
operations of World Telehealth for a period as defined in section 3.0
Schedule of this MOU Addendum.
ExpediaCom's Service will be documented and the performance of this
Service will be measured as follows in the following "statement of
work". This table will be completed as part of the Operations
Program Outline by November 30, 1998 (Step 3 of the Schedule in Section
3.0).
Milestone Service/Result By When Measure
1.
2.
3.
4.
5.
Schedule F: Consulting Fees & Cost Structure for WTH Management
Contract
ExpediaCom's compensation and fee structure are as follows:
ExpediaCom Global Inc.
Consulting Fee & Cost Structure
World Telehealth Management Contract
Fixed Costs
Management Contract Phase 1 $165,000.00 ($US), plus taxes ($US)
Terms: payable at the beginning of
each month
Applicable State/Federal
/Other Taxes To Be Determined ($US)
Total Fixed Costs $165,000.00 ($US), plus taxes ($US)
<PAGE> 66
Variable Costs Accountable Expenses outside of Company
location
Invoice monthly
As incurred ($US)
Terms: payable net 10 days
Total Variable Costs TBD
Total Management Contract
Phase 1 Costs $165,000.00 ($US), plus
taxes ($US), plus reasonable approved
costs
ExpediaCom General Consulting Fees For World Telehealth
Personnel Per Diem Rates Executive Consultant $2500 ($US)
Senior Manager $1800 - $2000 ($US)
Middle Manager $1200 - $1500 ($US)
Junior Manager/Administrator
$750 - $1000 ($US)
Expenses Reimbursement
Accountable Expenses
(e.g. Hotels, Meals, Travel) Invoice monthly - As incurred ($US)
Terms: payable net 10 days
Other Fees
Fixed and/or Variable Fees
/Costs Special reports, studies, research,
presentation or promotional material,
and support personnel. To be
determined on a per request basis
(could be fixed and/or variable costs)
NOTE: Identification of resources applies only to resources,
capital or expense that is over an above the ExpediaCOm
Management Contract.
If the cost is included then an indication of "included in
the EXP Mgmt Contract" should be done.
Make sure that primes are identified and "put to work".
1. Chief Operating Officer / Corporate Leadership Function
Activity Due H.R.
No. Description Measure Prime Date Expense Capital
accountable leader for the company
accountable interface on behalf of the company to the Board of
Directors
accountable for performance measures (revenues, cost management,
customer satisfaction, employee performance & satisfaction,
etc.)
develop and manage governance process with board of directors
seat on the Board of Directors for ExpediaCom Executive
seat on the Board of Directors for the COO office (non-voting)
<PAGE> 67
Activity Due H.R.
No. Description Measure Prime Date Expense Capital
2. Financial Management Function
design and implementation of financial systems & processes
(including management, investment, reporting, procurement, etc.)
liaison to the investment bankers regarding the acquisition of
funds per the Business Operations Plan (BOP)
liaison to the investor relations program management
3. Administration
Activity Due H.R.
No. Description Measure Prime Date Expense Capital
design and management of company office and support
infrastructure (including offices, IT systems, telephony /
communications systems, facilities, utilities, etc.)
establishment and management of human resources / competency
management process (in conjunction with other functions)
facilitate creation of operating processes
4. Marketing
Activity Due H.R.
No. Description Measure Prime Date Expense Capital
complete strategic business plans and install an "evergreen"
process
develop tactical plans for and manage ongoing product
development and research
procure advertising, promotional material and services,
marketing collateral and design and maintenance of the corporate
Website
develop distribution strategies and establish and manage "non-in
house" distribution channels
work closely with operations and sales organizations to ensure
strategies and tactical plans are being executed
develop and manage the communications activities, including
Website
develop and manage relationships with key suppliers
<PAGE> 68
5. Sales Function
Activity Due H.R.
No. Description Measure Prime Date Expense Capital
prime interface with customers, particularly Alliance Partners
and Charter Members
work with other distribution channels
manage proposals to customers (with close involvement of
marketing function)
6. United Nations Liaison / International Relations
Activity Due H.R.
No. Description Measure Prime Date Expense Capital
establish and manage the strategic alliances with UNCTAD, other
UN Agencies, WHO, SECA
work with sales to manage the prime interfaces to country prime
contacts and governments
establishment and management of out of country offices per the
BOP and planning function (e.g. Geneva)
7. Technology Function
Activity Due H.R.
No. Description Measure Prime Date Expense Capital Capital
examine emerging technologies
develop a technology strategy and plan
work closely with marketing to select key technology suppliers
input to marketing strategies and product development
8. Operations Function
Activity Due Human
No. Description Measure Prime Date RES (EQE) Expense
establish the Program Management Office to manage costs and
events for infrastructure build and ongoing operation
ongoing outsourcing manager
work with marketing and technology groups to procure appropriate
systems and technology on behalf of the company and its
customers (where appropriate)
develop management and measurement methods for operations
<PAGE> 69
day to day interface to key suppliers
ensure delivery based on marketing plans
9. Centres of Excellence
Activity Due H.R.
No. Description Measure Prime Date Expense Expense
10. Co-operative Training Program
Activity Due H.R.
No. Description Measure Prime Date Expense Capital
11. Transition Program
Activity Due H.R.
No. Description Measure Prime Date Expense Expense
<PAGE> 70
EXHIBIT 10.4
THIS ASSOCIATE AGREEMENT made as of the 14 day of September, 1999.
BETWEEN:
COi Solutions, Inc., a Company duly incorporated under the laws of
the United States of America, with its head office in the City of
Las Vegas in the State of Nevada, and the company's subsidiaries
and designates, including Community-Builder.com, Inc., a company
duly incorporated under the laws of Canada, with its head
office in the city of Montreal in the province of Quebec.
("Coi"), OF THE FIRST PART
AND:
TeleMedica Group, a Company duly incorporated under the laws of
the United States of America, with its head office in the city of
New York in the state of New York, and the company's subsidiaries
and designates,
("TeleMedica"), OF THE SECOND PART
WHEREAS COi is engaged in providing services which enable our
customers to access and interact with their customers, anywhere,
anytime. COi designs, builds and operates companies/organizations that
do their global business over the Internet or private Intranets. COi
is focused on four industry sectors: healthcare, retail, travel &
tourism, and telecommunications. Currently, COi is engaged in building
a number of "start up" organizations, however, we also do enhancement
projects with medium and large businesses.
AND WHEREAS TeleMedica professes an expertise in the operation,
licensing and support of electronic healthcare systems for the
distribution of pharmaceuticals and other medical products, and
telemedicine applications. TeleMedica has an international focus for
its services.
THIS AGREEMENT WITNESSES that TELEMEDICA agrees to Associate with
COi for the purpose of utilizing COi skills to develop a new business
plan and to establish the operations of the company. This will involve
but not be limited to creating new electronic healthcare services,
working with TeleMedica alliance partners, suppliers and customers, and
utilizing COi expertise, facilitation skills, program management
skills, systems and services to streamline and "electronically enable
the operations of " TELEMEDICA and related organizations", upon the
following terms and conditions;
<PAGE> 71
1. ROLES AND DELIVERABLES FOR TELEMEDICA
(a) In conjunction with COi, TELEMEDICA, will perform the
following functions:
(b) Work with COi to establish the overall mission and direction
for TeleMedica.
(c) Communicate COi's role as the Program Manager to the
marketplace, alliance partners, suppliers, customers, and
investors, as required.
(d) Raise all funds for TeleMedica including the management fees
and expenses of COi and suppliers retained by COi.
(e) Work with COi on a monthly basis to establish and keep up to
date an ongoing "Statement of Work/Deliverable Results" (see
Schedule A attached) that defines the activities and related
results to be achieved for success of the program.
(f) Assist COi in generally promoting COi / TeleMedica as a new
emerging company in the electronic healthcare services
distribution business, and focused on becoming an industry
leader on a global scale. This promotion would be done
through attending trade shows, providing testimonials and
attending other promotional events. TELEMEDICA would be
responsible for all expenses incurred by its people in
attending these events.
(g) Support the development of other agreed to markets around the
world.
(h) Collaborate on the development of other opportunities through
reviewing both organizations' applications, technology,
intellectual property, products and services. Based on this
review, both organizations could propose joint development
projects for approval by both organizations, and then managed
by a joint senior steering committee.
(i) Accept accountability and then contribute resources, based on
the aligned Statement of Work contained in Schedule A.
(j) In the event that TELEMEDICA or COi desire to change the
scope of work as is set out above, then in such event the
following shall occur:
(1) Both parties shall agree in writing to any amendment to
either a segment of paragraph 1 (a) or the insertion of
a new segment; through the modification of the attached
Statement of Work/Deliverable Results (Schedule A) that
defines the detailed events and costs for each phase of
the overall project. This Statement of Work/Deliverables
will be co-developed by COi and TELEMEDICA.
<PAGE> 72
(2) Additional remuneration levels/revenue sharing formulas
based on performance will be established with the
Statement of Work/Deliverable Results (Schedule A)
periodically reviewed and revised in accordance with the
revised scope of work proposed.
2. ROLES AND DELIVERABLES FOR COi
(a) In conjunction with TELEMEDICA, COi will perform the
following functions:
(b) Work with TELEMEDICA to establish the overall mission and
direction for TeleMedica.
(c) Establish a revised and more detailed business plan for
TeleMedica.
(d) As per the revised business plan, establish the operations of
TeleMedica, which shall include but not be limited to the
following activities; establish detailed marketing plans,
technology plans and operational plans, establish the
financial management processes (including, capital and
expenses) for the company, acquire the appropriate human
resources, acquire the appropriate systems, tools and assets,
establish alliance partnerships, distribution agreements, and
supplier agreements, develop the products and services of
TeleMedica and support TeleMedica customers. The details of
the activities and results to be achieved by COi shall be
identified in Schedule A: Statement of Work / Deliverable
Results (attached to this document).
(e) Work with TeleMedica on a monthly basis to establish and keep
up to date an ongoing "Statement of Work / Deliverable
Results" (see Schedule A attached) that defines the
activities and related results to be achieved for success of
the program.
(f) Work with other strategic suppliers (e.g. information
technology or healthcare), as they are identified, to co-
design new electronic healthcare services. This could
involve assisting in performing the market analysis,
determining the scope and business case for the opportunity,
creating the design specifications and workflow processes,
identifying the technology requirements (where appropriate),
creating the marketing and pricing plan, the building of a
prototype service, determining market response to the
prototype, and participating in establishing the operational
service for delivery to specified markets.
(g) Assist in generally promoting TeleMedica as a new emerging
company in the electronic healthcare services distribution
business, and focused on becoming an industry leader on a
global scale. This promotion would be done through attending
trade shows, providing testimonials and attending other
promotional events. TELEMEDICA would be responsible for all
expenses incurred by its people in attending these events.
<PAGE> 73
(h) Support the development of other agreed to markets around the
world.
(i) Collaborate on the development of other opportunities through
reviewing both organizations' applications, technology,
intellectual property, products and services. Based on this
review, both organizations could propose joint development
projects for approval by both organizations, and then managed
by a joint senior steering committee.
(j) Accept accountability and then contribute resources, based on
the aligned Statement of Work contained in Schedule A, and in
accordance with the compensation references in this document.
(k) In the event that TELEMEDICA or COi desire to change the
scope of work as is set out above, then in such event the
following shall occur:
(1) Both parties shall agree in writing to any amendment to
either a segment of paragraph 1 (a) or the insertion of
a new segment; through the modification of the attached
Statement of Work/Deliverable Results (Schedule A) that
defines the detailed events and costs for each phase of
the overall project. This Statement of Work/Deliverable
Results will be co-developed by COi and TELEMEDICA.
(2) Additional remuneration levels/revenue sharing formulas
based on performance will be established with the
Statement of Work/Deliverable Results (Schedule A)
periodically reviewed and revised in accordance with the
revised scope of work proposed.
3. COMPENSATION FOR COi
(a) TELEMEDICA agrees to compensate COi the sum of $600,000 US
before December 31, 1999.This sum will cover the base
management/consulting fee to build the company until
September 30, 2000.
(b) In addition, COi will charge a minimum of 15% premium on all
contracts with other suppliers that are managed by COi. Any
premium higher than 15% will be negotiated between COi and
TeleMedica, on a contract by contract basis.
(c) All work to configure systems, build websites or otherwise
integrate existing IT systems into solutions for end clients
will be a separate chargeable service. COi will negotiate
with TeleMedica and the end clients to establish distinct
sub-contracts for such work.
(d) Additional performance bonuses to be paid in cash and equity
stock in TeleMedica will be negotiated as part of the ongoing
agreement process in establishing the Statement of
Work/Deliverable Results (Schedule A). All payment terms
other than those identified in section 3 (a) will be
negotiated.
<PAGE> 75
4. DELEGATION
Where applicable, COi shall be at liberty to provide additional
personnel whether by way of employee or subcontractor to work on the
said project(s) on the understanding that any compensation set forth by
the above negotiation shall be billable only by Robert G. Jones
(President) on behalf of COi.
5. TELEMEDICA OBLIGATIONS
TELEMEDICA shall ensure at all times that COi has access to such
information, employees of TELEMEDICA, partners, vendors and related
organizations of TELEMEDICA or any other personnel involved in the
projects as set out in Item 1. or the Statement of Work (Schedule A),
and as may be required by COi to perform the activities as set out in
Item 1. or the Statement of Work (Schedule A).
6. DURATION OF THIS AGREEMENT
The duration of this agreement is one year, effective October 1,
1999. It is understood that at the end of the sixth month TeleMedica
and COi shall initiate discussions regarding possible renewal of the
contract beyond the first year, and that by the end of the ninth month,
these discussions shall result in a contract renewal or an
understanding that the contract will not be renewed.
7. DISBURSEMENTS
To be negotiated as per the Statement of Work/Deliverable Results.
8. AMENDMENT OF THIS AGREEMENT
Any changes to this Agreement must be in writing and signed by
both parties in order to be effective. The party wishing to amend this
Agreement shall serve notice on the other party in accordance with the
notice provision set out below.
9. EARLY TERMINATION OF THIS AGREEMENT
In the event that TeleMedica wishes to terminate this agreement,
notice of termination must be provided in writing 60 days ahead of the
date of termination. TeleMedica shall pay within 15 days of notice of
termination, all outstanding COi management fees, related COi expenses,
and supplier invoices being managed by COi. TeleMedica shall also pay
25% of any outstanding contingent liability for management fees for the
duration of this contract. TeleMedica will also assume full
responsibility for all cancellation fees for services provided by other
suppliers, and being managed by COi.
10. BREACH OF CONTRACT/ARBITRATION
(a) Any request for termination of this agreement by TeleMedica
because of an a breach of contract shall be subject to a 30
day interval in which COi has the full opportunity to rectify
the breach, and thereby prevent termination of the contract.
<PAGE> 76
(b) In the event of any disagreement or dispute regarding a
breach of contract, both parties agree to follow the rules of
arbitration as set out by the state of Nevada. Both parties
agree that in the event of an impass, the arbitration process
will be carried out in an expeditious timeframe, not to
exceed 90 days, to resolve the dispute.
(c) In the event that legal action or arbitration is initiated by
either party, the losing party of such action must bear the
legal and arbitration costs of both parties.
11. EFFECTS OF TERMINATION
Upon termination of this Agreement, as herein above provided,
neither party shall have any further obligation hereunder except for:
(a) obligations accruing prior to the date of termination; or
(b) obligations, promises, or covenants contained herein which
are expressly made to extend beyond the term of this
Agreement, including, without limitation, confidentiality of
information, and indemnities.
12. NOTICE
Any notice of a proposed amendment or notice of termination, early
or otherwise, as set out in the appropriate sections herein, shall
require sixty (60) days written notice prior to the date on which the
amendment or termination is to take effect and shall be required in
written form, and delivered to the business address of the parties to
this Agreement set forth below:
TeleMedica Group
P. O. Box 167
Guilford, Connecticut
USA 06437
Attention: Mr. William Ryder, CEO
COi Solutions, Inc.
5300 West Sahara
Suite 101
Las Vegas, Nevada
USA 89102
Attention: Mr. R. G. (Bob) Jones, President
Any notice which is required to be served under this Agreement shall be
served by registered mail at the address as set forth above and the
party upon whom the notice is being served shall have been deemed to
have received the notice on the fifth day following the day on which
this notice was mailed.
<PAGE> 77
13. CONFIDENTIALITY
(a) Any information discussed at Business Development Meetings or
any other information obtained by either party as a result of
this Agreement shall, at all times, be considered
confidential. In the course of working together and during
any Business Development Meetings, either party will or have
become aware or have access to financial, business, marketing
and other information, data, reports, tenders, opinions and
other materials and documents, tangible or intangible, oral
or written, which is the proprietary information of either
party or their clients shall be considered Confidential
Information.
(b) Both parties agree to keep in strictest confidence all
Confidential Information (as defined above) which either
party may acquire in connection with or as a result of
performance of this Agreement and agrees not to publish,
communicate, divulge or disclose to any unauthorized third
party or parties any information, without the prior written
consent of the other party, during the term of this Agreement
or at any time subsequent to it.
(c) Both parties agree not to use any of the foregoing
Confidential Information except for the furtherance of its
obligations under this Agreement.
14. ASSIGNMENT
No assignment of this Agreement or the rights and obligations
hereunder shall be valid without the specific written consent of both
parties hereto.
15. WAIVER OF BREACH
The waiver by any party of a breach or violation of any provision
of this Agreement shall not operate as, or be construed to be, a waiver
of any subsequent breach of the same or other provision hereof.
16. GENDER AND NUMBER
Whenever the context hereof requires, the gender of all words
shall include the masculine, feminine and neuter and the number of all
words shall include the singular and the plural.
17. SEVERABILITY
In the event any provision of this Agreement is held to be
unenforceable for any reason, the unenforceability thereof shall not
affect the remainder of this Agreement, which shall remain in full
force and effect and enforceable in accordance with its terms.
<PAGE> 78
18. ARTICLES AND OTHER HEADINGS
The articles and other headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement.
19. ENTIRE AGREEMENT
This Agreement supersedes all previous contracts and constitutes
the entire agreement between the parties. No oral statements or prior
written material not specifically incorporated herein shall be of any
force and effect and no changes in or additions to this Agreement shall
be recognized unless incorporated herein by amendment as provided
herein, such amendment(s) to become effective on the date stipulated in
such amendments. TELEMEDICA specifically acknowledges that in entering
into and executing this Agreement, COi is relying solely upon the
representations and agreements contained in this Agreement and no
others.
20. INTERPRETATION
It is mutually agreed between the parties that this Agreement
shall be interpreted in accordance with the laws of the State of Nevada
and that the jurisdiction for any action commenced by either party as
against the other shall be the appropriate Court at the City of Las
Vegas in the State of Nevada.
IN WITNESS WHEREOF the parties hereunto affixed their hands and
seals, and the Corporation has hereunto affixed its corporate seal
under the hands of its duly authorized officers in that behalf.
DATED at New York, this 14th day of September, 1999.
SIGNED, SEALED AND DELIVERED )
in the presence of: )
TeleMedica Group
) Per:
)
)
)
)
______________________________)
William Ryder, CEO
______________________________)
COi Solutions, Inc.
) Per:
)
)
)
)
______________________________)
Robert G. Jones, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Financial Condition at December 31, 1998 and June 30,
1999 (Unaudited) and the Consolidated Statement of Income for the year
ended December 31, 1998 and the six months ended June 30, 1999 (Unaudited) and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 JUN-30-1999
<PERIOD-END> DEC-31-1998 DEC-31-1999
<CASH> 0 60,560
<SECURITIES> 0 0
<RECEIVABLES> 414,691 856,140
<ALLOWANCES> (200,000) (200,000)
<INVENTORY> 0 0
<CURRENT-ASSETS> 214,691 916,700
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 214,691 916,700
<CURRENT-LIABILITIES> 76,178 55,729
<BONDS> 0 0
0 0
0 0
<COMMON> 2,720 4,078
<OTHER-SE> 135,793 856,893
<TOTAL-LIABILITY-AND-EQUITY> 214,691 916,700
<SALES> 458,441 1,076,940
<TOTAL-REVENUES> 458,441 1,076,940
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 1,977,970 3,396,402
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (1,519,529) (2,319,462)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (1,519,529) (2,319,462)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,519,529) (2,319,462)
<EPS-BASIC> (6.72) (0.69)
<EPS-DILUTED> (6.72) (0.69)
</TABLE>
<PAGE> 79
EXHIBIT 99.1
EXPEDIACOM GLOBAL INC. OFFICER AGREEMENT
THIS AGREEMENT, made this third day of January 1999, among COI
Solutions, Inc. a corporation duly incorporated under the laws of
Nevada, having its head office at Las Vegas, (the "Company ") and White
Sails Ltd. a corporation duly incorporated under the laws of Nassau,
the Bahamas, having its head office at Nassau and Gary W. Evans, (Co
Name. and Gary W. Evans are hereinafter referred to collectively as the
"Officer").
WHEREAS:
1. The Company is engaged in the design, sourcing, development,
licensing, marketing and distribution of various telecommunications
products, concepts and related consulting services to both business and
consumer markets.
2. The Company and the Officer have agreed to enter into an
employment relationship for their mutual benefit;
NOW THEREFORE in consideration of the mutual covenants and
agreements contained in this Agreement and other good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged by each of the parties), the parties hereto agree as
follows:
1. Duties
The Company appoints the Officer to undertake the duties and
exercise the powers as Secretary of the Company as may be requested of
the Officer by the Board of Directors of the Company, and in the other
offices to which he may be appointed by any subsidiary companies of the
Company, and the Officer accepts the office together with the initial
mandate established by the Board of Directors outlined in Schedule A
hereto, on the terms and conditions set forth in this Agreement
2. Term
The appointment is a renewal of the agreement signed on July
11998, shall commence with effect from January 3, 1999, for a minimum
of three years and shall continue thereafter until terminated in
accordance with the provisions of this Agreement
3. Compensation
(1) The fixed remuneration of the Officer for his services shall
be at the rate of US $120,000.00 for the first year of employment
pursuant to this contract commencing January 3, 1999. The fixed
remuneration will be payable in equal installments semi-monthly in
arrears in each month during the Tenn. The fixed remuneration shall be
reviewed 90 days prior to the anniversary of employment pursuant to
this contract. The review will be undertaken by assessing the Officer's
achievement of the over-all objectives established by the Company and
by having regard to the market rates of remuneration paid in the United
States for similar duties and responsibilities.
<PAGE> 80
(2) In addition to the fixed remuneration, the Officer shall be
entitled to receive such bonus remuneration, and to participate in
officer incentive and stock option plans, if any, in respect of each
year of employment during the Term, as the Board of Directors of the
Company or any committee thereof, in its sole discretion may authorize.
4. Benefits
(1) Automobile Allowance. The Officer shall be provided with an
automobile allowance of US$650.00 per month plus reimbursement for fuel
expenses generated by the use of the automobile on behalf of the
Company on the provision by the Officer or receipts acceptable to the
Company in connection with it.
(2) Expenses. It is understood and agreed that the Officer will
incur expenses in connection with his duties under this Agreement. The
Company will reimburse the Officer for any expenses provided that the
Officer provides to the Company an itemized written account acceptable
to the Company with thirty days after they have been incurred. The
Officer will not be reimbursed for any item in excess of US $5,000.00
unless approved in advance by the Board of Directors.
(3) Benefit Plans. The Officer shall participate in all benefit
plans which the Company provides from time to time to employees of the
Company generally in accordance with and subject to the terms of the
applicable fund, plan or arrangement in effect to the Company from time
to time.
5. Pro-Rata Entitlement In the Event of Termination.
If the Officer's employment is terminated for any mason
whatsoever, the Officer shall receive the appropriate pro rata portion
of the Officer's Compensation, Benefits and fully earned bonus
remuneration (if any) in respect of the year of employment in which the
effective date of the termination of employment occurs.
6. Authority
(1) The Officer shall have, subject always to the general or
specific instructions and directions of the Board of Directors of the
Company, full power and authority to manage and direct the business and
affairs of the Company (except only the matters and duties as by law
must be transacted or performed by the Board of Directors or by the
shareholders of the Company in general meeting), including power and
authority to enter into contracts, engagements or commitments of every
nature of kind in the name of and on behalf of the Company and to
engage and employ and to dismiss all managers and other employees and
agents of the Company other than officers of the Company, provided
always that no contract shall be made which might involve the Company
in an Expenditure exceeding US $50,000.00 and no person shall be
engaged or appointed as an employee of the Company at remuneration in
excess of US$ 100,000.00 per annum without, in each case, the prior
approval of the Board of Directors
<PAGE> 81
(2) The Officer shall conform to all lawful instructions and
directions given to him by the Board of Directors of the Company, and
obey and carry out the by-laws of the Company.
7. Service
(1) The Officer, throughout the term of his appointment shall
devote his full time and attention to the business and affairs of the
Company and its subsidiaries and shall not, without the consent in
writing of the board of Directors of the Company undertake any other
business or occupation or become a director, officer, employee or agent
of any other company, firm or individual
(2) The Officer shall well and faithfully serve the Company and
its subsidiaries and use his best efforts to promote the interests
thereof and shall not disclose the private affairs or trade secrets of
the Company and its subsidiaries to any person other than the Directors
of the Company or for any purposes other than those of the Company any
information he may acquire in relation to the Company's business.
(3) The Officer may, during the Term perform duties and provide
services to other entities, provided that all proposed arrangements am
approved in advance by the Company, such approval not to be
unreasonably withheld and that the proposed arrangements do not relate
to a competitive business
8. Non-competition
(1) The Officer agrees with and for the benefit of the Company
that for a period of six months from the date of termination of the
Officer's employment, however caused, 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, on 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 including, without
imitation, any business relating to Telecommunications within the
geographical area North America; nor will the Officer solicit or accept
business with respect to products competitive with those of the Company
from any of the Company's customers, wherever situate; provided that
the Officer 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,
provided that the Officer shall not directly or indirectly, own more
than 10% of the issued share capital of the public company, or
participate in its management or operation or in any advisory capacity.
<PAGE> 82
(2) The Officer further agrees that, during employment pursuant to
this Agreement and for a period of six months following termination of
employment, however caused, he will not hire or take away or cause to
be hired or taken away any employee of the Company or, following
termination of the Officer's employment, any employee who was in the
employ of the Company during the six months preceding termination.
9. Confidential Information
(1) The Officer acknowledges that as the President and in any
other position as the Officer may hold, the Officer will acquire
information about certain matters and things which are confidential to
the Company ("Confidential Information"), and which information is the
exclusive property of the Company including but not limited to the
following:
a. product design and manufacturing information and computer
programs, codes, materials, prototypes, products samples,
analyses, reports;
b. names and addresses, buying habits and preferences of
present customers of the Company, as well as prospective customers
and all other proprietary lists;
c. pricing and sales policies, techniques and concepts;
d. trade secrets; and
e. other Confidential Information concerning the business
operations or financing of the Company.
(2) The Officer acknowledges the information as referred to in
paragraph 9(1) could be used to the detriment of the Company.
Accordingly, the Officer undertakes not to disclose same to any third
party either during the term of his employment except as may be
necessary in the proper discharge of his employment under this
Agreement, or after the term of his employment, however caused, except
with the written permission of an officer of the Company.
(3) The Officer acknowledges and agrees that without prejudice to
any other rights of the Company, in the event of his violation or
attempted violation of any of the covenants contained in paragraphs 8
and 9 of this Agreement, an injunction or any other like remedy shall
be the only effective remedy or protect the Company's rights and
property as set out in paragraphs 8 and 9, and that an interim
injunction may be granted immediately on the commencement of any suit.
(4) The Officer understands and agrees that the Company has a
material interest in preserving the relationship it has developed with
its customers against impairment by competitive activities of a former
employee Accordingly, the Officer agrees that the restrictions and
covenants contained in paragraph 9 and those contained in paragraph 8
of this Agreement and the Officer's Agreement to it by his execution of
this Agreement, are of the essence to this Agreement and constitute a
material inducement to the Officer to enter into this Agreement and to
employ the Officer, and that the Company would not enter into this
<PAGE> 83
Agreement absent an inducement. Furthermore, the claim or cause of
action by the Officer against the Company whether predicated on this
Agreement or otherwise, shall not constitute a defense to the
enforcement by the Company of the covenants or restrictions provided,
however, that if any provision shall be held to be illegal, invalid or
unenforceable in any jurisdiction, the decision shall not affect any
other covenant or provision of this Agreement or the application of any
other covenant or provision.
10. Intellectual Property
(1) Intellectual Property means all legally recognized rights that
result or derive from the Officer's services provided to the Company or
with the knowledge, use or incorporation of Confidential Information,
and includes but is not limited to developments, inventions, designs,
works of authorship, topographies, improvement and ideas, whether or
not patentable, copyrightable or registrable, conceived or made by the
Officer (individually or in collaboration with others) during the Term
or which result from or derive from the Company's resources or which
are reasonably related to the business of the Company.
(2) The Officer agrees to disclose to the Company all Intellectual
Property developed by the Officer during the Term, either individually
or in collaboration with others, that relates directly or indirectly to
the business of the Company. The Officer acknowledges and agrees that
all right title and interest of any kind whatsoever in and to such
Intellectual Property and all other matters that the Officer now has or
may at any time in the future acquire in or relating to the subject
matter of Confidential Information and all copyrights, patents, rights
to apply for patents, licenses and all other intellectual property
rights that the Officer now has or may at any time in the future have
in any of the foregoing is and will be the exclusive property of the
Company and the Company will have absolute discretion to determine how
to use this intellectual property. All work done by the Officer or any
other member of the Company is a work for hire under which the Company
is the first author for copyright purposes. Copyright will vest in the
Company. On notice from the Company the Officer shall execute such
documents and do such things, without further consideration but at the
Company's expense as the Company will reasonably request in order to
confirm the Officer's assignment of the foregoing property and rights
to the Company.
(3) The Officer hereby waives all moral rights he has or will have
in the Intellectual Property. The Company may assign the benefit of
this waiver to any purchaser, assignee or licensee of the Intellectual
Property or of any portion of the Intellectual Property.
11. Vacation
The Officer shall be entitled during each year to four week's
vacation. The vacation shall be taken at the time or times as the Board
of Directors may determine. The Officer shall be allowed to carry
forward any unused vacation into the next calendar year but not
further.
<PAGE> 84
12. Disability
If the Officer shall at any time by reason of illness or mental or
physical disability by incapacitated from performing his duties and at
the request of the Company, furnish to the Company satisfactory
evidence of the incapacity and the cause of it, he shall receive his
full remuneration for the first three months or any shorter period and
one-half of his full remuneration for the subsequent three consecutive
months during which the incapacity shall continue. If the Officer shall
continue to be incapacitated for a longer period than six consecutive
months or if he shall be incapacitated at different times for more than
six months in the aggregate in any period of one year, then in either
case his employment and appointment shall, at the option of the
Company, immediately terminate.
13. Termination of employment
(1) The parties understand and agree that this Agreement may be
terminated in the following manner in the specified circumstances:
a. By the Officer, at any time, for any reason, on the giving
of six month's written notice to the Company. The Company may
waive notice, in whole or in part.
b. By the Company, in its absolute discretion, without any
notice or pay in lieu thereof, for cause. For the purposes of this
Agreement, cause includes the following:
(i) any material breach of the provisions of this
Agreement;
(ii) the commission of any act of bankruptcy by the
Officer or compounding with his creditors generally;
(iii) conviction of the Officer of a criminal offence
punishable by indictment, where the cause is not prohibited
by law,
(iv) any mental or physical disability or illness which
results in the Officer being unable to substantially perform
his duties for a continuous period of 150 days or for periods
aggregating 180 days, in any period of 365 days. Failure by
the Company to rely on the provision of this paragraph in any
given instance or instances, shall not constitute a precedent
or be deemed a waiver.
(2) The parties understand and agree that the giving of notice or
the payment of pay in lieu of notice by the Company to the Officer on
termination of the Officers employment shall not prevent the Company
from alleging cause for the termination.
(3) On termination of employment the Officer shall immediately
resign all offices held (including directorships) in the company and
save as provided in this Agreement and save as the Officer may be
entitled to by virtue of his shareholdings in the Company, the Officer
shall not be entitled to receive any severance payment or compensation
for loss of office or otherwise by reason of the resignation.
<PAGE> 85
(4) Company Property. The Officer acknowledges that all items of
any and every nature or kind created or used by the Officer pursuant to
the Officer's employment under this Agreement, or furnished by the
Company to the Officer, and all equipment, automobiles, credit cards,
books, records, reports, files, manuals, literature, Confidential
Information or other materials shall remain and be considered the
exclusive property or the Company at all times and shall be surrendered
to the Company, in good condition, promptly on the termination of the
Officer's employment irrespective of the time, manner or cause of the
termination.
14. Assignment of rights
The rights which accrue to the Company under this Agreement shall
pass to its successors or assigns. The rights of the Officer under this
Agreement are not assignable or transferable in any manner.
15. Notices
(1) Any notice required or permitted to be given to the Officer
shall be sufficiently given if delivered to the Officer personally or
if mailed by registered mail to the Officer's address last known to the
Company.
(2) Any notice required or permitted to be given to the Company
shall be sufficiently given if mailed by registered mail to the
Company's Head Office at its address last known to the Officer.
16. Severability
In the event that any provision or part of this Agreement shall be
deemed void or invalid by a court of competent jurisdiction, the
remaining provisions or parts shall be and remain in full force and
effect.
17. Entire Agreement
The contract constitutes the entire Agreement between the parties
with respect to the employment and appointment of the Officer and no
representations, promises, agreements or understandings, written or
oral, express or implied, not contained in this Agreement, shall be
valid or binding unless it is in writing and signed by the party
intended to be bound. No waiver of any provision of this Agreement
shall be valid unless the same is in writing and signed by the party
against whom the waiver is sought to be enforced; moreover, no valid
waiver of any provision of this Agreement at any time shall be deemed
a waiver of any other provision of this Agreement at the time or shall
be deemed a valid waiver of the provision at any other time.
18. Modification of Agreement
Any modification to this Agreement must be in writing and signed
by the parties or it shall have no effect and shall be void.
<PAGE> 86
19. Headings
The headings used in this Agreement are for convenience only and
are not to be construed in any way as additions to or limitations of
the covenants and agreements contained in it.
20. Governing law
This Agreement shall. be construed in accordance with the laws of
the State of Nevada.
IN WITNESS WHEREOF this Agreement has been executed by the parties
to it, the day, month and year first written above.
SIGNED, SEALED AND DELIVERED
in the presence of
COI Solution, Inc.
per: /s/ Robert Wilder
"I have authority to bind the
company'
White Sails Ltd.
per: /s/ illegible
"I have authority to bind the
company"
WITNESS /s/ Robert G. Jones
Schedule A
The Company agrees to retain the professional services of White
Sails Ltd. and Gary W. Evans (collectively the "Officer"). The key
responsibilities of the Officer pursuant to this engagement shall be to
initiate, implement and manage certain business relationships of the
Company including but not exclusive to the following:
* Establish the Company processes for the operational function
including cost and event management systems.
* Establish operational performance standards and monitor results.
These standards win focus on maintaining strong investor interest
in the Company.
* Establish program management criteria for all projects that ensure
delivery of the projects within contractual guidelines.
* Establish criteria for selection of alliance partners and sub-
contractors to ensure delivery of projects to meet and exceed
contractual agreements.
* Establish criteria for the operational requirements in the
selection and due diligence processes relating to acquisitions and
major investments.
<PAGE> 87
EXHIBIT 99.2
EXPEDIACOM GLOBAL INC. OFFICER AGREEMENT
THIS AGREEMENT made this third day of January 1999, among COI
Solutions, Inc., a corporation duly incorporated under the laws of
Nevada, having its head office at Las Vegas, (the "Company ") and
Creative Spin Inc. a corporation duly incorporated under the laws of
Ontario, Canada, having its head office at Toronto and Robert G. Jones,
(Company Name and Robert G. Jones are hereinafter referred to
collectively as the "Officer").
WHEREAS:
1. The Company is engaged in the design, sourcing, development,
licensing, marketing and distribution of various telecommunications
products, concepts and related consulting services to both business and
consumer markets.
2. The Company and the Officer have agreed to enter into an
employment relationship for their mutual benefit;
NOW THEREFORE in consideration of the mutual covenants and
agreements contained in this Agreement and other good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged by each of the parties), the parties hereto agree as
follows:
1. Duties
The Company appoints the Officer to undertake the duties and
exercise the powers as Treasurer of the Company as may be requested of
the Officer by the Board of Directors of the Company, and in the other
offices to which he may be appointed by any subsidiary companies of the
Company, and the Officer accepts the office together with the initial
mandate established by the Board of Directors outlined in Schedule A
hereto, on the terms and conditions set forth in this Agreement.
2, Term
The appointment shall commence with effect from January 3, 1999,
for a minimum of three years and shall continue thereafter until
terminated in accordance with the provisions of this Agreement.
3. Compensation
(1) The fixed remuneration of the Officer for his services shall
be at the rate of US$120,000.00 for the first year of employment
pursuant to this contract commencing January 3, 1999, The fixed
remuneration will be payable in equal installments semimonthly in
arrears in each month during the Term, The fixed remuneration shall be
reviewed 90 days prior to the anniversary of employment pursuant to
this contract. The review will be undertaken by assessing the Officer's
achievement of the over-all objectives established by the Company and
by having regard to the market rates of remuneration paid in the United
States for similar duties and responsibilities.
<PAGE> 88
(2) In addition to the fixed remuneration, the Officer shall be
entitled to receive such bonus remuneration, and to participate in
officer incentive and stock option plans, if any, in respect of each
year of employment during the Tenn, as the Board of Directors of the
Company or any committee thereof, in its sole discretion may authorize
4. Benefits
(1) Automobile The Officer shall be provided with an automobile
allowance of US$650.00 per month plus reimbursement for fuel expenses
generated by the use of the automobile on behalf of the Company on the
provision by the Officer or receipts acceptable to the Company in
connection with it.
(2) Expenses. It is understood and agreed that the Officer will
incur expenses in connection with his duties under this Agreement. The
Company will reimburse the Officer for any expenses provided that the
Officer provides to the Company an itemized written account acceptable
to the Company with thirty days after they have been incurred. The
Officer will not be reimbursed for any item in excess of US $5,000.00
unless approved in advance by the Board of Directors.
(3) Benefit Plans. The Officer shall participate in all benefit
plans which the Company provides from time to time to employees of the
Company generally in accordance with and subject to the terms of the
applicable fund, plan or arrangement in effect to the Company from time
to time.
5. Pro-Rata Entitlement in the Event of Termination.
If the Officer's employment is terminated for any reason
whatsoever, the Officer shall receive the appropriate pro rata portion
of the Officer's Compensation, Benefits and fully earned bonus
remuneration (if any) in respect of the year of employment in which the
effective date of the termination of employment occurs.
Authority
(1) The Officer shall have, subject always to the general or
specific instructions and directions of the Board of Directors of the
Company, full power and authority to manage and direct the business and
affairs of the Company (except only the matters and duties as by law
must be transacted or performed by the Board of Directors or by the
shareholders of the Company in general meeting), including power and
authority to enter into contracts, engagements or commitments of every
nature of kind in the name of and on behalf of the Company and to
engage and employ and to dismiss all managers and other employees and
agents of the Company other than officers of the Company, provided
always that no contract shall be made which might involve the Company
in an Expenditure exceeding US $50,000.00 and no person shall be
engaged or appointed as an employee of the Company at remuneration in
excess of US $100,000.00 per annum without, in each case, the prior
approval of the Board of Directors.
<PAGE> 89
(2) The Officer shall conform to all lawful instructions and
directions given to him by the Board of Directors of the Company, and
obey and carry out the by-laws of the Company.
7. Service
(1) The Officer, throughout the term of his appointment, shall
devote his full time and attention to the business and affairs of the
Company and its subsidiaries and shall not, without the consent in
writing of the board of Directors of the Company undertake any other
business or occupation or become a director, officer, employee or agent
of any other company, firm or individual.
(2) The Officer shall well and faithfully serve the Company and
its subsidiaries and use his best efforts to promote the interests
thereof and shall not disclose the private affairs or trade secrets of
the Company and its subsidiaries to any person other than the Directors
of the Company or for any purposes other than those of the Company any
information he may acquire in relation to the Company's business.
(3) The Officer may, during the Term perform duties and provide
services to other entities, provided that all proposed arrangements am
approved in advance by the Company, such approval not to be
unreasonably withheld and that the proposed arrangements do not relate
to a competitive business.
8. Non-competition
(1) The Officer agrees with and for the benefit of the Company
that for a period of six months from the date of termination of the
Officer's employment, however caused, 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, on 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 including, without
limitation, any business relating to Telecommunications within the
geographical area North America; nor will the Officer solicit or accept
business with respect to products competitive with those of the Company
from any of the Company's customers, wherever situate; provided that
the Officer 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,
provided that the Officer Shall not directly or indirectly, own more
than 10% of the issued share capital of the public company, or
participate in its management or operation or in any advisory capacity.
(2) The Officer further agrees that, during employment pursuant to
this Agreement and for a period of six months following termination of
employment, however
<PAGE> 90
* The Officer understands and agrees that the Company has a
material interest 'in preserving the relationship it has
developed with its customers against impairment by
competitive activities of a former employee. Accordingly, the
Officer agrees that the restrictions and covenants contained
in paragraph 9 and those contained in paragraph 8 of this
Agreement and the Officer's Agreement to it by his execution
of this Agreement, are of the essence to this Agreement and
constitute a material inducement to the Officer to enter into
this Agreement and to employ the Officer, and that the
Company would not enter into this Agreement absent an
inducement. Furthermore, the claim or cause of action by the
Officer against the Company whether predicated on this
Agreement or otherwise, shall not constitute a defence to the
enforcement by the Company of the covenants or restrictions
provided, however, that if any provision shall be held to be
illegal, invalid or unenforceable in any jurisdiction, the
decision shall not affect any other covenant or provision of
this Agreement or the application of any other covenant or
provision.
9. Intellectual Property
* Intellectual Property means all legally recognized rights
that result or derive from the Officer's services provided to
the Company or with the knowledge, use or incorporation of
Confidential Information, and includes but is not limited to
developments, inventions, designs, works of authorship,
topographies, improvement and ideas, whether or not
patentable, copyrightable or registrable, conceived or made
by the Officer (individually or in collaboration with others)
during the Term or which result from or derive from the
Company's resources or which am reasonably related to the
business of the Company.
* The Officer agrees to disclose to the Company all
Intellectual Property developed by the Officer during the
Term, either individually or in collaboration with others,
that relates directly or indirectly to the business of the
Company. The Officer acknowledges and agrees that all. right
title and interest of any kind whatsoever in and to such
Intellectual Property and all other matters that the Officer
now has or may at any time in the future acquire in or
relating to the subject matter of Confidential Information
and all copyrights, patents, rights to apply for patents,
licenses and all other intellectual property rights that the
Officer now has or may at any time in the future have in any
of the foregoing is and will be the exclusive property of the
Company and the Company will have absolute discretion to
determine how to use this intellectual property, All work
done by the Officer or any other member of the Company is a
work for hire under which the Company is the first author for
copyright purposes. Copyright will vest in the Company. On
notice from the Company the Officer shall execute such
documents and do such things, without further consideration
<PAGE> 91
but at the Company's expense as the Company will reasonably
request in order to confirm the Officer's assignment of the
foregoing property and rights to the Company.
* The Officer hereby waives all moral rights he has or will
have in the Intellectual Property. The Company may assign the
benefit of this waiver to any purchaser, assignee or licensee
of the Intellectual Property or of any portion of the
Intellectual Property.
The headings used in this Agreement are for convenience only and
are not to be construed in any way as additions to or limitations of
the covenants and agreements contained in it.
20. Governing law
This Agreement shall be construed in accordance with the laws of
the State of Nevada.
IN WITNESS WHEREOF this Agreement has been executed by the parties
to it, the day, month and year first written above.
SIGNED, SEALED AND DELIVERED in the presence of:
COI Solutions, Inc.
per: /s/ Robert Wilder
I have authority to bind the
company"
Creative Sprin Inc.
per: /s/ Robert Wilder
I have authority to bind the
company"
WITNESS /s/ Gary W. Evans
<PAGE> 92
EXHIBIT 99.3
COI Solutions, Inc. Officer Agreement Renewal
THIS AGREEMENT made this third day of January, 1999, among COI
Solutions, Inc., a corporation duly incorporated under the laws of
Nevada, having its head office at Las Vegas, (the "Company ") and CR&J
Management Inc. a corporation duly incorporated under the laws of
Delaware, having its head office at Wilmington and Robert W. Wilder,
(Co Name and Robert W. Wilder are hereinafter referred to collectively
as the "Officer").
WHEREAS:
1. The Company is engaged in the design, sourcing, development,
licensing, marketing and distribution of various telecommunications
products, concepts and related consulting services to both business and
consumer markets.
2. The Company and the Officer have agreed to enter into an
employment relationship for their mutual benefit;
NOW THEREFORE in consideration of the mutual covenants and
agreements contained in this Agreement and other good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged by each of the parties), the parties hereto agree as
follows:
1. Duties
The Company appoints the Officer to undertake the duties and
exercise the powers as President and Chief Executive Officer, of the
Company as may be requested of the Officer by the Board of Directors of
the Company, and in the other offices to which he may be appointed by
any subsidiary companies of the Company, and the Officer accepts the
office together with the initial mandate established by the Board of
Directors outlined in Schedule A hereto, on the terms, and conditions
set forth in this Agreement.
2. Term
The appointment is a renewal of the agreement signed on July 1
1998, shall commence with effect from January 3, 1999, for a minimum of
three years and shall continue thereafter until terminated in
accordance with the provisions of this Agreement.
3. Compensation
(1) The fixed remuneration of the Officer for his services shall
be at the rate of US$120,000.00 for the first year of this renewal
agreement for employment pursuant to this contract commencing January
3, 1999. The fixed remuneration will be payable in equal installments
monthly in arrears in each month during the Term. The fixed
remuneration shall be reviewed 90 days prior to the anniversary of
employment pursuant to this contract. The review will be undertaken by
assessing the Officer's achievement of the over-all objectives
<PAGE> 93
established by the Company and by having regard to the market rates of
remuneration paid in the United States for similar duties and
responsibilities.
(2) In addition to the fixed remuneration, the Officer shall be
entitled to receive such bonus remuneration, and to participate in
officer incentive and stock option plans, if any, in respect of each
year of employment during the Term, as the Board of Directors of the
Company or any committee thereof, in its sole discretion may authorize.
4. Benefits
(1) Automobile Allowance. The Officer shall be provided with an
automobile allowance of US$650.00 per month plus reimbursement for fuel
expenses generated by the use of the automobile on behalf of the
Company on the provision by the Officer or receipts acceptable to the
Company in connection with it.
(2) Expenses. It is understood and agreed that the Officer will
incur expenses in connection with his duties under this Agreement. The
Company will reimburse the Officer for any expenses provided that the
Officer provides to the Company an itemized written account acceptable
to the Company with thirty days after they have been incurred. The
Officer will not be reimbursed for any item in excess of US$5,000.00
unless approved in advance by the Board of Directors
(3) Benefit Plans. The Officer shall participate in all benefit
plans which the Company provides from time to time to employees of the
Company generally in accordance with and subject to the terms of the
applicable fund, plan or arrangement in effect to the Company from time
to time.
5. Pro-Rata Entitlement In the Event of Termination.
(1) If the Officer's employment is terminated for reasons
determined by the Officer whatsoever, the Officer shall receive the
appropriate pro rata portion of the Officer's Compensation, Benefits
and My earned bonus remuneration (if any) in respect of the year of
employment in which the effective date of the termination of employment
occur&
(2) Should the Officers employment be terminated by any other(s),
the Officer will receive all Compensation, Benefits and any
6. Authority
The Officer shall have, subject always to the general or specific
instructions and directions of the Board of Directors of the Company,
full power and authority to manage and direct the business and affairs
of the Company (except only the matters and duties as by law must be
transacted or performed by the Board of Directors or by the
shareholders of the Company in general meeting), including power and
authority to enter into contracts, engagements or commitments of every
nature of kind in the name of and on behalf of the Company and to
engage and employ and to dismiss all managers and other employees and
agents of the Company other than officers of the Company, provided
<PAGE> 94
always that no contract shall be made which might involve the Company
in an Expenditure exceeding US$50,000.00 and no person shall be engaged
or appointed as an employee of the Company at remuneration in excess of
US$100,000.00 per annum without, in each case, the prior approval of
the Board of Directors
(2) The Officer shall conform to all lawful instructions and
directions given to him by the Board of Directors of the Company, and
obey and carry out the bylaws of the Company.
7. Service
(1) The Officer, throughout the term of his appointment, shall
devote his full time and attention to the business and affairs of the
Company and its subsidiaries and shall not, without the consent in
writing of the board of Directors of the Company undertake any other
business or occupation or become a director, officer, employee or agent
of any other company, firm or individual.
(2) The Officer shall well and faithfully serve the Company and
its subsidiaries and use his best efforts to promote the interests
thereof and shall not disclose the private affairs or trade secrets of
the Company and its subsidiaries to any person other than the Directors
of the Company or for any purposes other than those of the Company any
information he may acquire in relation to the Company's business.
(3) The Officer may, during the Term perform duties and provide
services to other entities, provided that all proposed arrangements are
approved in advance by the Company, such approval not to be
unreasonably withheld and that the proposed arrangements do not relate
to a competitive business.
8. Non-competition
(1) The Officer agrees with and for the benefit of the Company
that for a period of six months from the date of termination of the
Officer's employment, however caused, 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, on 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 including, without
imitation, any business relating to Telecommunications within the
geographical area North America-, nor will, the Officer solicit or
accept business with respect to products competitive with those of the
Company from any of the Company's customers, wherever situate; provided
that the Officer 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
<PAGE> 95
which public company may be in competition with the business of the
Company, provided that the Officer shall not directly or indirectly,
own more than 10% of the issued share capital of the public company, or
participate in its management or operation or in any advisory capacity.
(2) The Officer further agrees that, during employment pursuant to
this Agreement and for a period of six months following termination of
employment however caused, he will not hire or take away or cause to be
hired or taken away any employee of the Company or, following
termination of the Officer's employment, any employee who was in the
employ of the Company during the six months preceding termination.
9 . Confidential information
(1) The Officer acknowledges that as the President and in any
other position as the Officer may hold, the Officer will acquire
information about certain matters and things which are confidential to
the Company ("Confidential Information"), and which information is the
exclusive property of the Company including but not limited to the
following:
a. product design and manufacturing information and computer
programs, codes, material% prototypes, products samples, analyses,
reports;
b. names and addresses, buying habits and preferences of
present customers of the Company, as well as prospective customers
and all other proprietary lists;
c. pricing and sales policies, techniques and concepts;
d. trade secrets; and
e. other Confidential Information concerning the business
operations or financing of the Company.
(2) The Officer acknowledges the information as referred to in
paragraph 9(1) could be used to the detriment of the Company.
Accordingly, the Officer undertakes not to disclose same to any third
party either during the term of his employment except as may be
necessary in the proper discharge of his employment under this
Agreement, or after the term of his employment, however caused, except
with the written permission of an officer of the Company.
(3) The Officer acknowledges and agrees that without prejudice to
any other rights of the Company, in the event of his violation or
attempted violation of any of the covenants contained in paragraphs 8
and 9 of this Agreement, an injunction or any other like remedy shall
be the only effective remedy or protect the Company's rights and
property as set out in paragraphs 8 and 9, and that an interim
injunction may be granted immediately on the commencement of any suit.
(4) The Officer understands and agrees that the Company has a
material interest in preserving the relationship it has developed with
its customers against impairment by competitive activities of a former
employee. Accordingly, the Officer agrees that the restrictions and
<PAGE> 96
covenants contained in paragraph 9 and those contained in paragraph 8
of this Agreement and the Officer's Agreement to it by his execution of
this Agreement, are of the essence to this Agreement and constitute a
material inducement to the Officer to enter into this Agreement and to
employ the Officer, and that the Company would not enter into this
Agreement absent an inducement. Furthermore, the claim or cause of
action by the Officer against the Company whether predicated on this
Agreement or otherwise, shall not constitute a defence to the
enforcement by the Company of the covenants or restrictions provided,
however, that if any provision shall be held to be illegal, invalid or
unenforceable in any jurisdiction, the decision shall not affect any
other covenant or provision of this Agreement or the application of any
other covenant or provision.
10. Intellectual Property
(1) Intellectual Property means all legally recognized rights that
result or derive from the Officer's services provided to the Company or
with the knowledge, use or incorporation of Confidential Information,
and includes but is not limited to developments, inventions, designs,
works of authorship, topographies improvement and ideas, whether or not
patentable, copyrightable or registrable, conceived or made by the
Officer (individually or in collaboration with others) during the Term
or which result from or derive from the Company's resources or which am
reasonably related to the business of the Company.
(2) The Officer agrees to disclose to the Company all Intellectual
Property developed by the Officer during the Terra, either individually
or in collaboration with others, that relates directly or indirectly to
the business of the Company. The Officer acknowledges and agrees that
an right title and interest of any kind whatsoever in and to such
Intellectual Property and all other matters that the Officer now has or
may at any time in the future acquire in or relating to the subject
matter of Confidential Information and all copyrights, patents, rights
to apply for patents, licenses and all other intellectual property
rights that the Officer now has or may at any time in the future have
in any of the foregoing is and will be the exclusive property of the
Company and the Company will have absolute discretion to determine how
to use this intellectual property. All work done by the Officer or any
other member of the Company is a work for hire under which the Company
is the first author for copyright purposes. Copyright will vest in the
Company. On notice from the Company the Officer shall execute such
documents and do such things, without furhter consideration but at the
Company's expense as the Company will reasonably request in order to
confirm the Officer's assignment of the foregoing property and rights
to the Company.
(3) The Officer hereby waives all moral rights he has or will have
in the Intellectual Property. The Company may assign the benefit of
this waiver to any purchaser, assignee or licensee of the Intellectual
Property or of any portion of the Intellectual Property.
<PAGE> 97
11. Vacation
The Officer shall be entitled during each year to four week's
vacation. The vacation shall be taken at the time or times as the Board
of Directors may determine. The Officer shall be allowed to carry
forward any unused vacation into the next calendar year but not
further.
12. Disability
If the Officer shall at any time by reason of illness or mental or
physical disability by incapacitated from performing his duties and at
the request of the Company, furnish to the Company satisfactory
evidence of the incapacity and the cause of it, he shall receive his
full remuneration for the first three months or any shorter period and
one-half of his full remuneration for the subsequent three consecutive
months during which the incapacity shall continue. If the Officer shall
continue to be incapacitated for a longer period than six consecutive
months or if he shall be incapacitated at different times for more than
six months in the aggregate in any period of one year, then in either
case his employment and appointment shall, at the option of the
Company, immediately terminate,
13. Termination of employment
(1) The parties understand and agree that this Agreement may be
terminated in the following manner in the specified circumstances:
a. By the Officer, at any time, for any reason, on the giving
of six months' written notice to the Company. The Company may
waive notice, in whole or in part.
b. By the Company, in its absolute discretion, without any
notice or pay in lieu thereof, for cause. For the purposes of this
Agreement, cause includes the following:
(i) any material breach of the provisions of this
Agreement;
(ii) the commission of any act of bankruptcy by the
Officer or compounding with his creditors generally;
(iii) conviction of the Officer of a criminal offence
punishable by indictment, where the cause is not prohibited
by law;
(iv) any mental or physical disability or illness which
results in the Officer being unable to substantially perform
his duties for a continuous period of 150 days or for periods
aggregating 180 days, in any period of 365 days. Failure by
the Company to rely on the provision of this paragraph in any
given instance or instances, shall not constitute a precedent
or be deemed a waiver.
(2) The parties understand and agree that the giving of notice or
the payment of pay in lieu of notice by the Company to the Officer on
termination of the Officer's employment shall not prevent the Company
from alleging cause for the termination.
<PAGE> 98
(3) On termination of employment the Officer shall immediately
resign all offices held (including directorships) in the company and
save as provided in this Agreement and save as the Officer may be
entitled to by virtue of his shareholdings in the Company, the Officer
shall not be entitled to receive any severance payment or compensation
for loss of office or otherwise by reason of the resignation.
(4) Company Property: The Officer acknowledges that all items of
any and every nature or kind created or used by the Officer pursuant to
the Officer's employment under this Agreement, or furnished by the
Company to the Officer, and all equipment, authomobiles, credit cards,
books, records, reports, files, manuals, literature, Confidential
Information or other materials shall remain and be considered the
exclusive property or the Company at all times and shall be surrendered
to the Company, in good condition, promptly on the termination of the
Officer's employment irrespective of the time, manner or cause of the
termination.
14. Assignment of rights
The rights which accrue to the Company under this Agreement shall
pass to its successors or assign& The rights of the Officer under this
Agreement are not assignable or transferable in any manner.
15. Notices
(1) Any notice required or permitted to be given to the Officer
shall be sufficiently given if delivered to the Officer personally or
if mailed by registered mail to the Officer's address last known to the
Company.
(2) Any notice required or permitted to be given to the Company
shall be sufficiently given if mailed by registered mail to the
Company's Head Office at its address last known to the Officer.
16. Severability
In the event that any provision or part of this Agreement shall be
deemed void or invalid by a court of competent jurisdiction, the
remaining provisions or parts shall be and remain in full force and
effect.
17. Entire Agreement
The contract constitutes the entire Agreement between the parties
with respect to the employment and appointment of the Officer and no
representations, promises, agreements or understandings, written or
oral, express or implied, not contained in this Agreement, shall be
valid or binding unless it is in writing and signed by the party
intended to be bound. No waiver of any provision of this Agreement
shall be valid unless the same is in writing and signed by the party
against whom the waiver is sought to be enforced; moreover, no valid
waiver of any provision of this Agreement at any time shall be deemed
a waiver of any other provision of this Agreement at the time or shall
be deemed a valid waiver of the provision at any other time.
<PAGE> 99
18. Modification of Agreement
Any modification to this Agreement must be in writing and signed
by the parties or it shall have no effect and shall be void.
19. Headings
The headings used in this Agreement are for convenience only and
are not to be construed in any way as additions to or limitations of
the covenants and agreements contained in it.
20. Governing law
This Agreement shall. be construed in accordance with the laws of
the State of Nevada.
IN WITNESS WHEREOF this Agreement has been executed by the parties
to it, the day, month and year first written above.
SIGNED, SEALED AND DELIVERED in the presence oft
COI SOLUTIONS, INC.
per: /s/ Gary W. Evans
I have authority to bind the
company"
CR&J Management Inc.
Per: /s/ Robert W. Wilder
I have authority to bind the
company"
WITNESS /s/ Robert G. Jones
Schedule A
The Company agrees to retain the professional services of CR&J
Management Inc. and Robert Wilder (collectively the "Officer"). The key
responsibilities of the Officer pursuant to this engagement shall be to
initiate, implement and manage certain strategic business relationships
of the Company including the following:
* Brokerage/Securities
* Media Relations
* Financial Institutions
* Legal and Compliance
* Corporate Direction in accordance with the plan approved by
the Board of Directors
* Industry relationships, negotiations and agreements
* Mergers and Acquisitions negotiations and agreements
<PAGE> 100
EXHIBIT 99.4
CONSULTING AGREEMENT
THIS AGREEMENT made this 14th day of August 1998, between
ExpediaCom Global, Inc, the ("Company"), and Lexxus Capital Corp, New
York, NY hereinafter referred to collectively as the ("Consultant"),
WHEREAS:
The Company is engaged in the design, sourcing, development,
licensing, marketing and distribution of various business solutions and
related consulting services to both business and international markets.
The Consultant has proven expertise in areas of business
development and corporate financing.
The Company and the Consultant have agreed to enter into an
contractual relationship for their mutual benefit.
NOW THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement and other good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged by each of the parties), the parties hereto agree as
follows:
1. Retainer.
a) The Company retains the Consultant to undertake the duties and
exercise the powers as a Consultant, and outlined in this Agreement;
b) The Consultant specifically undertakes and shall be responsible
for providing a service of evaluating business, and investment
opportunities for the Company.
2. Term.
The appointment shall commence with effect from August 14 1998,
for one year with an option to renew on mutually acceptable terms for
a further period of one year.
3. Compensation.
a) A remuneration not exceeding 500,000 common shares of the
Company shall be paid as a commission. This commission shall be deemed
earned when the World Telehealth Corporation has engaged the Company to
develop their business. The earned shares will be issued to the
Consultant or his appointee within one year of the Company signing a
contract with World Telehealth Corporation.
b) The Consultant and the Company may enter into additional
contracts for the performance of additional services as needed.
<PAGE> 101
4. Expenses.
It is understood and agreed that the Consultant will incur
expenses in connection with his duties under this Agreement. The
Company will reimburse the Consultant for any accountable expenses
provided that the Consultant provides the Company with a written
account within reasonable time of incurring the expense. The Consultant
will not be reimbursed for any item in excess of US$500.00 unless
approved in advance by the Company.
5. Service.
a) The Consultant shall faithfully serve the Company and use his
best efforts to promote the interest thereof and shall not disclose the
business affairs or trade secrets of the Company to any person for any
purposes other than those of the Company.
b) It is acknowledged that this retainer of the Consultant by the
Company is on a part-time basis and that should this situation change
that the Company and the Consultant will endeavour to adjust this
Agreement accordingly.
6. Intellectual Property.
Intellectual Property means all legally recognized rights that
result or derive from the, Consultant's services provided to the
Company or with the knowledge, use or incorporation of Confidential
Information, and includes but is not limited to developments,
inventions, designs, works of authorship, topographies, improvement and
ideas, whether or not patentable, copyrightable or registrable,
conceived or made by the Consultant (individually or in collaboration
with others) during the Term or which result from or derive from the
Company or which are reasonably related to the business of the Company.
7. Termination of Engagement.
The parties understand and agree that this Agreement may be
terminated in the following manner in the specified circumstances:
a) By the Consultant or the. Company, at any time, for any reason,
on the giving of three months' written notice to the other Party;
b) By the Company, in his absolute discretion, without any notice
or compensation in lieu thereof, for any material breach of the
provisions of this Agreement.
8. The Company's Property.
The Consultant acknowledges that all items of any and every nature
or kind created or used by the Consultant pursuant to the Consultant's
engagement under this Agreement, or furnished the, Company by the
Consultant, and all equipment, books, records, reports, files, manuals,
literature, Confidential Information or other materials shall remain
and be considered the exclusive property of the Company at all times
and shall be surrendered to the Company, in good condition, promptly on
the termination of the Consultant's engagement irrespective of the,
time, manner or cause of the termination.
<PAGE> 102
9. Confidential information
a) The Consultant acknowledges that he will acquire information
about certain matters and things which are confidential to the Company
("Confidential Information"), and which information is the exclusive
property of the Company including but not limited to the following:
i. product design and manufacturing information and computer
programs, codes, materials, prototypes, products samples,
analyses, reports;
ii. names and addresses, buying habits and preferences of
present customers of the Company, as well as prospective customers
and all other proprietary fists;
iii. pricing and sales policies, techniques and concepts;
iv. trade secrets; and
v. other Confidential Information concerning the business
operations or financing of the Company.
b) The Consultant acknowledges the information as referred to in
paragraph 9(a) could be used to the detriment of the Company.
Accordingly, the Consultant undertakes not to disclose same to any
third party either during the term of his employment except as may be
necessary in the proper discharge of his employment under this
Agreement, or after the term of his employment, however caused, except
with the written permission of an officer of the Company.
10. Assignment of Rights.
The rights which accrue to the Company under this Agreement shall
pass to its successors or assigns. The rights of the Consultant under
this Agreement are not assignable or transferable in any manner.
11. Notices.
a) Any notice required or permitted to be given to the Consultant
shall be sufficiently given if delivered to the Consultant personally
or if mailed by registered mail to the Consultant's address last known
of the Company;
b) Any notice required or permitted to be given to the Company
shall be sufficiently given if mailed by registered mail to the the
Company office at its address last known to the Consultant.
12. Severability.
In the event that any provision or part of this Agreement shall be
deemed void or invalid by a court of competent jurisdiction, the
remaining provisions or parts shall be and remain in full force and
effect.
<PAGE> 103
13. Entire Agreement.
The contract constitutes the entire Agreement between the parties
with respect to the engagement and appointment of the Consultant and no
representations, promises, agreements or understandings, written or
oral, express or implied, not contained in this Agreement, shall be
valid or binding unless it is in writing and signed by the party
intended to be bound. No waiver of any provision of this Agreement
shall be valid unless the same a in writing and signed by the party
against whom to waiver is sought to be enforced; moreover, no valid
waiver of my provision of this Agreement at any time shall be deemed a
waiver of any other provision of this Agreement at the time or shall be
deemed a valid waiver of the provision at any other time.
14. Modification of Agreement.
Any modification to this Agreement must be in writing and signed
by all parties or it shall have no effect and shall be void.
15. The headings used in this Agreement are for convenience only and
are not to be construed in any way as additions to or limitations or
the covenants and agreements combined in it.
16. Governing Law.
This Agreement shall be construed in accordance with the laws of
the State of Nevada
IN WITNESS WHEREOF, this Agreement has been executed by the
parties to it, the day, month and year first written above.
ExpediaCom Global, Inc. Lexxus Capital Corp.
Per: /s/ Robert W. Wilder Per: Gary Robinson
Robert W. Wilder, President Gary Robinson, President
<PAGE> 104
EXHIBIT 99.5
COI Solutions, Inc.
1999 NONQUALIFYING STOCK OPTION PLAN
ARTICLE I
Purpose of Plan
This 1999 NONQUALIFYING STOCK OPTION PLAN (the "Plan") of COI
Solutions, Inc. (the "Company") for persons employed or associated with
the Company, including without limitation any employee, director,
general partner, officer, attorney, accountant, consultant or advisor,
is intended to advance the best interests of the Company by providing
additional incentive to those persons who have a substantial
responsibility for its management, affairs, and growth by increasing
their proprietary interest in the success of the Company, thereby
encouraging them to maintain their relationships with the Company.
Further, the availability and offering of Stock Options under the Plan
supports and increases the Company's ability to attract, engage and
retain individuals of exceptional talent upon whom, in large measure,
the sustained progress growth and profitability of the Company for the
shareholders depends.
ARTICLE II
Definitions
For Plan purposes, except where the context might clearly indicate
otherwise, the following terms shall have the meanings set forth below:
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended,
and the rules and regulations promulgated thereunder.
"Committee" shall mean the Compensation Committee, or such other
committee appointed by the Board, which shall be designated by the
Board to administer the Plan. The Committee shall be composed of two
or more persons as from time to time are appointed to serve by the
Board and may be members of the Board.
"Common Shares" shall mean the Company's Common Shares $0.001 par
value per share, or, in the event that the outstanding Common Shares
are hereafter changed into or exchanged for different shares or
securities of the Company, such other shares or securities.
"Company" shall mean COI Solutions, Inc., an Nevada corporation,
and any parent or subsidiary corporation of COI Solutions, Inc., as
such terms are defined in Section 425(e) and 425(f), respectively of
the Code.
"Optionee" shall mean any person employed or associated with the
affairs of the Company who has been granted one or more Stock Options
under the Plan.
<PAGE> 105
"Stock Option" or "NQSO" shall mean a stock option granted
pursuant to the terms of the Plan.
"Stock Option Agreement" shall mean the agreement between the
Company and the Optionee under which the Optionee may purchase Common
Shares hereunder.
ARTICLE III
Administration of the Plan
1. The Committee shall administer the plan and accordingly, it
shall have full power to grant Stock Options, construe and interpret
the Plan, establish rules and regulations and perform all other acts,
including the delegation of administrative responsibilities, it
believes reasonable and proper.
2. The determination of those eligible to receive Stock Options,
and the amount, price, type and timing of each Stock Option and the
terms and conditions of the respective stock option agreements shall
rest in the sole discretion of the Committee, subject to the provisions
of the Plan.
3. The Committee may cancel any Stock Options awarded under the
Plan if an Optionee conducts himself in a manner which the Committee
determines to be inimical to the best interest of the Company and its
shareholders as set forth more fully in paragraph 8 of Article V of the
Plan.
4. The Board, or the Committee, may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or in any
granted Stock Option, in the manner and to the extent it shall deem
necessary to carry it into effect.
5. Any decision made, or action taken, by the Committee or the
Board arising out of or in connection with the interpretation and
administration of the Plan shall be final and conclusive.
6. Meetings of the Committee shall be held at such times and
places as shall be determined by the Committee. A majority of the
members of the Committee shall constitute a quorum for the transaction
of business, and the vote of a majority of those members present at any
meeting shall decide any question brought before that meeting. In
addition, the Committee may take any action otherwise proper under the
Plan by the affirmative vote, taken without a meeting, of a majority of
its members.
7. No member of the Committee shall be liable for any act or
omission of any other member of the Committee or for any act or
omission on his/her own part, including, but not limited to, the
exercise of any power or discretion given to him/her under the Plan
except those resulting from his/her own gross negligence or willful
misconduct.
<PAGE> 106
8. The Company, through its management, shall supply full and
timely information to the Committee on all matters relating to the
eligibility of Optionees, their duties and performance, and current
information on any Optionee's death, retirement, disability or other
termination of association with the Company, and such other pertinent
information as the Committee may require. The Company shall furnish
the Committee with such clerical and other assistance as is necessary
in the performance of its duties hereunder.
ARTICLE IV
Shares Subject to the Plan
1. The total number of shares of the Company available for
grants of Stock Options under the Plan shall be 5,000,000 Common
Shares, subject to adjustment as herein provided, which shares may be
either authorized but unissued or reacquired Common Shares of the
Company.
2. If a Stock Option or portion thereof shall expire or
terminate for any reason without having been exercised in full, the
unpurchased shares covered by such NQSO shall be available for future
grants of Stock Options.
ARTICLE V
Stock Option Terms and Conditions
1. Consistent with the Plan's purpose, Stock Options may be
granted to any person who is performing or who has been engaged to
perform services of special importance to management in the operation,
development and growth of the Company.
2. Determination of the option price per share for any stock
option issued hereunder shall rest in the sole and unfettered
discretion of the Committee.
3. All Stock Options granted under the Plan shall be evidenced by
agreements which shall be subject to applicable provisions of the Plan,
and such other provisions as the Committee may adopt, including the
provisions set forth in paragraphs 2 through 11 of this Article V.
4. All Stock Options granted hereunder must be granted within ten
years from the date this Plan is adopted.
5, No Stock Option granted hereunder shall be exercisable after
the expiration of ten years from the date such NQSO is granted. The
Committee, in its discretion, may provide that an option shall be
exercisable during such ten year period or during any lesser period of
time. The Committee may establish installment exercise terms for a
Stock Option such that the NQSO becomes fully exercisable in a series
of cumulating portions. If an Optionee shall not, in any given
installment period, purchase all the Common Shares which such Optionee
is entitled to purchase within such installment period, such Optionee's
right to purchase any Common Shares not purchased in such installment
period shall continue until the expiration or sooner termination of
such NQSO. The Committee may also accelerate the exercise of any NQSO.
<PAGE> 107
6. A Stock Option, or portion thereof, shall be exercised by
delivery of (i) a written notice of exercise to the Company specifying
the number of Common Shares to be purchased, and (ii) payment of the
full price of such Common Shares, as fully set forth in paragraph 7 of
this Article V. No NQSO or installment thereof shall be reusable
except with respect to whole shares, and fractional share interests
shall be disregarded. Not less than 100 Common Shares may be purchased
at one time unless the number purchased is the total number at the time
available for purchase under the NQSO. Until the Common Shares
represented by an exercised NQSO are issued to an Optionee, he/she
shall have none of the rights of a shareholder.
7. The exercise price of a Stock Option, or portion thereof, may
be paid:
A. In United States dollars, in cash or by cashier's check,
certified check, bank draft or money order, payable to the order
of the Company in an amount equal to the option price; or,
B. At the discretion of the Committee, through the delivery
of fully paid and nonassessable Common Shares, with an aggregate
fair market value (determined as the average of the highest and
lowest reported sales prices on the Common Shares as of the date
of exercise of the NQSO, as reported by such responsible reporting
service as the Committee may select, or if there were not
transactions in the Common Shares on such day, then the last
preceding day on which transactions took place), as of the date of
the NQSO exercise equal to the option price, provided such
tendered shares, or any derivative security resulting in the
issuance of Common Shares, have been owned by the Optionee for at
least thirty (30) days prior to such exercise; or,
C. By a combination of both A and B above.
8. The Committee shall determine acceptable methods for tendering
Common Shares as payment upon exercise of a Stock Option and may impose
such limitations and prohibitions on the use of Common Shares to
exercise an NQSO as it deems appropriate. With the Optionee's consent,
the Committee may cancel any Stock Option issued under this Plan and
issue a new NQSO to such Optionee.
Except by will, the laws of descent and distribution, or with the
written consent of the Committee, no right or interest in any Stock
Option granted under the Plan shall be assignable or transferable, and
no right or interest of any Optionee shall be liable for, or subject
to, any lien, obligation or liability of the Optionee. Upon petition
to, and thereafter with the written consent of the Committee, an
Optionee may assign or transfer all or a portion of the Optionee's
rights and interest in any stock option granted hereunder. Stock
Options shall be exercisable during the Optionee's lifetime only by the
Optionee or assignees, or the duly appointed legal representative of an
incompetent Optionee, including following an assignment consented to by
the Committee herein.
<PAGE> 108
No NQSO shall be exercisable while there is outstanding any other
NQSO which was granted to the Optionee before the grant of such option
under the Plan or any other plan which gives the right to the Optionee
to purchase stock in the Company or in a corporation which is a parent
corporation (as defined in Section 425(e) of the Code) of the Company,
or any predecessor corporation of any of such corporations at the time
of the grant. An NQSO shall be treated as outstanding until it is
either exercised in full or expires by reason of lapse of time
Any Optionee who disposes of Common Shares acquired on the
exercise of a NQSO by sale or exchange either (i) within two years
after the date of the grant of the NQSO under which the stock was
acquired, or (ii) within one year after the acquisition of such Shares,
shall notify the Company of such disposition and of the amount realized
upon such disposition. The transfer of Common Shares may also be
restricted by applicable provisions of the Securities Act of 1933, as
amended.
ARTICLE VI
Adjustments or Changes in Capitalization
1. In the event that the outstanding Common Shares of the
Company are hereafter changed into or exchanged for a different number
of kinds of shares or other securities of the Company by reason of
merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up or stock
dividend:
A. Prompt, proportionate, equitable, lawful and adequate
adjustment shall be made of the aggregate number and kind of
shares subject to Stock Options which may be granted under the
Plan, such that the Optionee shall have the right to purchase such
Common Shares as may be issued in exchange for the Common Shares
purchasable on exercise of the NQSO had such merger,
consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up or stock
dividend not taken place;
B. Rights under unexercised Stock Options or portions
thereof granted prior to any such change, both as to the number or
kind of shares and the exercise price per share, shall be adjusted
appropriately, provided that such adjustments shall be made
without change in the total exercise price applicable to the
unexercised portion of such NQSO's but by an adjustment in the
price for each share covered by such NQSO's; or,
C. Upon any dissolution or liquidation of the Company or
any merger or combination in which the Company is not a surviving
corporation, each outstanding Stock Option granted hereunder shall
terminate, but the Optionee shall have the right, immediately
prior to such dissolution, liquidation, merger or combination, to
exercise his/her NQSO in whole or in part, to the extent that it
shall not have been exercised, without regard to any installment
exercise provisions in such NQSO.
<PAGE> 109
2. The foregoing adjustment and the manner of application of the
foregoing provisions shall be determined solely by the Committee, whose
determination as to what adjustments shall be made and the extent
thereof, shall be final, binding and conclusive. No fractional Shares
shall be issued under the Plan on account of any such adjustments.
ARTICLE VII
Merger, Consolidation or Tender Offer
1. If the Company shall be a party to a binding agreement to any
merger, consolidation or reorganization or sale of substantially all
the assets of the Company, each outstanding Stock Option shall pertain
and apply to the securities and/or property which a shareholder of the
number of Common Shares of the Company subject to the NQSO would be
entitled to receive pursuant to such merger, consolidation or
reorganization or sale of assets.
2. In the event that:
A. Any person other than the Company shall acquire more
than 20% of the Common Shares of the Company through a tender
offer, exchange offer or otherwise;
B. A change in the "control" of the Company occurs, as such
term is defined in Rule 405 under the Securities Act of 1933;
C. There shall be a sale of all or substantially all of the
assets of the Company; any then outstanding Stock Option held by
an Optionee, who is deemed by the Committee to be a statutory
officer ("insider") for purposes of Section 16 of the Securities
Exchange Act of 1934 shall be entitled to receive, subject to any
action by the Committee revoking such an entitlement as provided
for below, in lieu of exercise of such Stock Option, to the extent
that it is then exercisable, a cash payment in an amount equal to
the difference between the aggregate exercise price of such NQSO,
or portion thereof, and, (i) in the event of an offer or similar
event, the final offer price per share paid for Common Shares, or
such lower price as the Committee may determine to conform an
option to preserve its Stock Option status, times the number of
Common Shares covered by the NQSO or portion thereof, or (ii) in
the case of an event covered by B or C above, the aggregate fair
market value of the Common Shares covered by the Stock Option, as
determined by the Committee at such time.
3. Any payment which the Company is required to make pursuant to
paragraph 2 of this Article VII, shall be made within fifteen (15)
business days, following the event which results in the Optionee's
right to such payment. In the event of a tender offer in which fewer
than all the shares which are validity tendered in compliance with such
offer are purchased or exchanged, then only that portion of the shares
covered by an NQSO as results from multiplying such shares by a
fraction, the numerator of which is the number of Common Shares
acquired purchase to the offer and the denominator of which is the
number of Common Shares tendered in compliance with such offer, shall
be used to determine the payment thereupon. To the extent that all or
any portion of a Stock Option shall be affected by this provision, all
or such portion of the NQSO shall be terminated.
<PAGE> 110
4. Notwithstanding paragraphs 1 and 3 of this Article VII, the
Company may, by unanimous vote and resolution, unilaterally revoke the
benefits of the above provisions; provided, however, that such vote is
taken no later than ten business days following public announcement of
the intent of an offer of the change of control, whichever occurs
earlier.
ARTICLE VIII
Amendment and Termination of Plan
1. The Board may at any time, and from time to time, suspend or
terminate the Plan in whole or in part or amend it from time to time in
such respects as the Board may deem appropriate and in the best
interest of the Company.
2. No amendment, suspension or termination of this Plan shall,
without the Optionee's consent, alter or impair any of the rights or
obligations under any Stock Option theretofore granted to him/her under
the Plan.
3. The Board may amend the Plan, subject to the limitations cited
above, in such manner as it deems necessary to permit the granting of
Stock Options meeting the requirements of future amendments or issued
regulations, if any, to the Code.
4. No NQSO may be granted during any suspension of the Plan or
after termination of the Plan.
ARTICLE IX
Government and Other Regulations
The obligation of the Company to issue, transfer and deliver
Common Shares for Stock Options exercised under the Plan shall be
subject to all applicable laws, regulations, rules, orders and approval
which shall then be in effect and required by the relevant stock
exchanges on which the Common Shares are traded and by government
entities as set forth below or as the Committee in its sole discretion
shall deem necessary or advisable. Specifically, in connection with
the Securities Act of 1933, as amended, upon exercise of any Stock
Option, the Company shall not be required to issue Common Shares unless
the Committee has received evidence satisfactory to it to the effect
that the Optionee will not transfer such shares except pursuant to a
registration statement in effect under such Act or unless an opinion of
counsel satisfactory to the Company has been received by the Company to
the effect that such registration is not required. Any determination
in this connection by the Committee shall be final, binding and
conclusive. The Company may, but shall in no event be obligated to
take any other affirmative action in order to cause the exercise of a
Stock Option or the issuance of Common Shares purchased thereto to
comply with any law or regulation of any government authority.
<PAGE> 111
ARTICLE X
Miscellaneous Provisions
1. No person shall have any claim or right to be granted a Stock
Option under the Plan, and the grant of an NQSO under the Plan shall
not be construed as giving an Optionee the right to be retained by the
Company. Furthermore, the Company expressly reserves the right at any
time to terminate its relationship with an Optionee with or without
cause, free from any liability, or any claim under the Plan, except as
provided herein, in an option agreement, or in any agreement between
the Company and the Optionee.
2. Any expenses of administering this Plan shall be borne by the
Company.
3. The payment received from Optionee from the exercise of Stock
Options under the Plan shall be used for the general corporate purposes
of the Company.
4. The place of administration of the Plan shall be in the State
of Nevada and the validity, contraction, interpretation, administration
and effect of the Plan and its rules and regulations, and rights
relating to the Plan, shall be determined solely in accordance with the
laws of the State of Nevada..
5. Without amending the Plan, grants may be made to persons who
are foreign nationals or employed outside the United States, or both,
on such terms and conditions, consistent with the Plan's purpose,
different from those specified in the Plan as may, in the judgment of
the Committee, be necessary or desirable to create equitable
opportunities given differences in tax laws in other countries.
6. In addition to such other rights of indemnification as they
may have as members of the Board or Committee, the members of the
Committee shall be indemnified by the Company against all costs and
expenses reasonably incurred by them in connection with any action,
suit or proceeding to which they or any of them may be party by reason
of any action taken or failure to act under or in connection with the
Plan or any Stock Option granted thereunder, and against all amounts
paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid
by them in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith;
provided that upon the institution of any such action, suit or
proceeding a Committee member shall in writing, give the Company notice
thereof and an opportunity, at its own expense, to handle and defend
the same before such Committee member undertakes to handle and defend
it on his/her own behalf.
7. Stock Options may be granted under this Plan from time to
time, in substitution for stock options held by employees of other
corporations who are about to become employees of the Company as the
result of a merger or consolidation of the employing corporation with
the Company or the acquisition by the Company of the assets of the
employing corporation or the acquisition by the Company of stock of the
employing corporation as a result of which it become a subsidiary of
the Company. The terms and conditions of such substitute stock options
<PAGE> 112
so granted my vary from the terms and conditions set forth in this Plan
to such extent as the Board of Director of the Company at the time of
grant may deem appropriate to conform, in whole or in part, to the
provisions of the stock options in substitution for which they are
granted, but no such variations shall be such as to affect the status
of any such substitute stock options as a stock option under Section
422A of the Code.
8. Not withstanding anything to the contrary in the Plan, if the
Committee finds by a majority vote, after full consideration of the
facts presented on behalf of both the Company the Optionee, that the
Optionee has been engaged in fraud, embezzlement, theft, commission of
a felony or proven dishonesty in the course of his/her association with
the Company or any subsidiary corporation which damaged the Company or
any subsidiary corporation, or for disclosing trade secrets of the
Company or any subsidiary corporation, the Optionee shall forfeit all
unexercised Stock Options and all exercised NQSO's under which the
Company has not yet delivered the certificates and which have been
earlier granted the Optionee by the Committee. The decision of the
Committee as to the case of an Optionee's discharge and the damage done
to the Company shall be final. No decision of the Committee, however,
shall affect the finality of the discharge of such Optionee by the
Company or any subsidiary corporation in any manner. Further, if
Optionee voluntarily terminates employment with the Company, the
Optionee shall forfeit all unexercised stock options.
ARTICLE XI
Securities Regulations
The securities issued pursuant to this Plan are "restricted
securities" as defined in Rule 144 of the Securities Act of 1933 and
may not be resold except in compliance with the registration
requirements of the Securities Act of 1933 or an exemption therefrom.
Ninety (90) days after the Company becomes subject to the reporting
requirements of Section 13 of 15(d) of the Securities Exchange Act of
1934, securities issued pursuant to the Plan may be resold by persons
other than affiliates in reliance upon Rule 144 without compliance with
paragraphs (c), (d), (e) and (h) thereof, and affiliates without
compliance with paragraph (d) thereof. The Company is currently not
subject to the reporting requirements of the Securities Exchange Act of
1934.
ARTICLE XII
Written Agreement
Each Stock Option granted hereunder shall be embodied in a written
Stock Option Agreement which shall be subject to the terms and
conditions prescribed above and shall be signed by the Optionee and by
the President or any Vice President of the Company, for and in the name
and on behalf of the Company. Such Stock Option Agreement shall
contain such other provisions as the Committee, in its discretion shall
deem advisable.
<PAGE> 113
ARTICLE XIII
Effective Date
This Plan shall become unconditionally effective as of the date of
approval of the Plan by the Board of Directors of the Company. No
Stock Option may be granted later than ten (10) years from the
effective date of the Plan; provided, however, that the Plan and all
outstanding Stock Options shall remain in effect until such NQSO's have
expired or until such options are canceled.
<PAGE> 114
Number of Shares: ________________ Date of Grant: ______________
NONQUALIFYING STOCK OPTION AGREEMENT
AGREEMENT made this _____ day of _____________________, 19____,
between _________________________ (the "Optionee"), and COI Solutions,
Inc., a Nevada corporation (the "Company").
1. Grant of Option. The Company, pursuant to the provisions of
the COI Solutions, Inc. 1999 Nonqualifying Stock Option Plan (the "1999
Plan"), set forth as Attachment A hereto, hereby grants to the
Optionee, subject to the terms and conditions set forth or incorporated
herein, an Option to purchase from the Company all or any part of an
aggregate of ______________ Common Shares, as such Common Shares are
now constituted, at the purchase price of $________ per share. The
provisions of the 1999 Plan governing the terms and conditions of the
Option granted hereby are incorporated in full herein by reference.
2. Exercise. The Option evidenced hereby shall be exercisable
in whole or in part (but only in multiples of 100 Shares unless such
exercise is as to the remaining balance of this Option) on or after
_______________ and on or before ________________, provided that the
cumulative number of Common Shares as to which this Option may be
exercised (except as provided in paragraph 1 of Article VI of this 1999
Plan) shall not exceed the following amounts:
Cumulative Number Prior to Date
of Shares (Not Inclusive of)
The Option evidenced hereby shall be exercisable by the delivery to and
receipt by the Company of (i) a written notice of election to exercise,
in the form set forth in Attachment B hereto, specifying the number of
shares to be purchased; (ii) accompanied by payment of the full
purchase price thereof in case or certified check payable to the order
of the Company, or by fully-paid and nonassessable Common Shares of the
Company properly endorsed over to the Company, or by a combination
thereof; and, (iii) by return of this Stock Option Agreement for
endorsement of exercise by the Company on Schedule I hereof. In the
event fully paid and nonassessable Common Shares are submitted as whole
or partial payment for Shares to be purchased hereunder, such Common
Shares will be valued at their Fair Market Value (as defined in the
1999 Plan) on the date such Shares are received by the Company and
applied to payment of the exercise price.
3. Transferability. The Option evidenced hereby is NOT
assignable or transferable by the Optionee other than by the Optionee's
will, by the laws of descent and distribution, as provided in paragraph
9 of Article V of the 1999 Plan. The Option shall be exercisable only
by the Optionee during his/her lifetime.
<PAGE> 115
4. Securities Regulations. The securities issued pursuant to
this Plan are "restricted securities" as defined in Rule 144 of the
Securities Act of 1933 and may not be resold except in compliance with
the registration requirements of the Securities Act of 1933 or an
exemption therefrom. Ninety (90) days after the Company becomes
subject to the reporting requirements of Section 13 of 15(d) of the
Securities Exchange Act of 1934, securities issued pursuant to the Plan
may be resold by persons other than affiliates in reliance upon Rule
144 without compliance with paragraphs (c), (d), (e) and (h) thereof,
and affiliates without compliance with paragraph (d) thereof. The
Company is currently not subject to the reporting requirements of the
Securities Exchange Act of 1934.
COI Solutions, Inc.
BY: ________________________________
, President
ATTEST:
____________________________
Secretary
Optionee hereby acknowledges receipt of a copy of the 1999 Plan,
attached hereto and accepts this Option subject to each and every term
and provision of such Plan. Optionee hereby agrees to accept as
binding, conclusive and final, all decisions or interpretations of the
Compensation Committee of the Board of Directors administering the 1999
Plan on any questions arising under such Plan. Optionee recognizes
that if Optionee's employment with the Company or any subsidiary
thereof shall be terminated with cause, or by the Optionee, all of the
Optionee's rights hereunder shall thereupon terminate; and that,
pursuant to paragraph 10 of Article V of the 1999 Plan, this Option may
not be exercised while there is outstanding to Optionee any unexercised
Stock Option, granted to Optionee before the date of grant of this
Option, to purchase Common Shares of the Company or any parent or
subsidiary thereof.
Dated: _______________________
_______________________________________
Optionee
_______________________________________
Type or Print Name
_______________________________________
Address
_______________________________________
Social Security No. ___________________
<PAGE>
<PAGE> 116
Attachment B
(Suggested form of letter to be used for notification of election to
exercise.)
Date:
Secretary,
COI Solutions, Inc.
Dear Sir/Madame:
In accordance with paragraph 2 of the Nonqualifying Stock Option
Agreement evidencing the Option granted to me on ____________ under the
COI Solutions, Inc. 1999 Nonqualifying Stock Option Plan, I hereby
elect to exercise this Option to the extent of ____________ Common
Shares.
Enclosed are (i) Certificate(s) No.(s) _______________
representing fully-paid Common Shares of COI Solutions, Inc. endorsed
to the Company with signature guaranteed, and/or a certified check
payable to the order of COI Solutions, Inc. in the amount of $_________
as the balance of the purchase price of $_________________ for the
Shares which I have elected to purchase and (ii) the original Stock
Option Agreement for endorsement by the Company as to exercise on
Schedule I thereof. I acknowledge that the Common Shares (if any)
submitted as part payment for the exercise price due hereunder will be
valued by the Company at their Fair Market Value (as defined in the
1999 Plan) on the date this Option exercise is effected by the Company.
In the event I hereafter sell any Common Shares issued pursuant to this
option exercise within one year from the date of exercise or within two
years after the date of grant of this Option, I agree to notify the
Company promptly of the amount of taxable compensation realized by me
by reason of such sale for federal income tax purposes.
When the certificate for Common Shares which I have elected to
purchase has been issued, please deliver it to me, along with my
endorsed Stock Option Agreement in the event there remains an
unexercised balance of Shares under the Option, at the following
address:
________________________________________________
________________________________________________
________________________________________
Signature of Optionee
_______________________________________
Type or Print Name
<PAGE> 118
EXHIBIT 99.6
COI SOLUTIONS, INC.
1999 QUALIFIED STOCK OPTION PLAN
ARTICLE I
PURPOSE
COI SOLUTIONS, INC. (the "Company"), is largely dependent for the
successful conduct of its business on the initiative, effort and
judgment of its officers and employees. This Stock Option Plan (the
"Plan") is intended to provide the key employees of the Company an
incentive through stock ownership in the Company and encourage them to
remain in the Company's employ. Moreover, since the Incentive Stock
Options and Non-Qualified. Stock Options provided for in the Plan are
subject to various alternative provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), the Committee (as hereinafter
defined) will have considerable latitude in shaping options granted
under the Plan to the particular circumstances of the optionee, thus
recognizing the full incentive value of the option.
ARTICLE II
ADMINISTRATION
The Plan shall be administered by the Executive Committee (the
"Committee") of the Board of Directors (the "Board") of the Company.
The Board, at its option, may delegate the administration of the Plan
to another committee of the Board subject to the provisions of this
Article 11. All members of the Committee shall be Directors of the
Company and shall be selected by (and serve at the pleasure of) the
Board. All members of the Committee shall be "disinterested persons"
within the meaning of Rule 16b-3 of the general rules and regulations
under the Securities and Exchange Act of 1934, as amended. Subject to
the express provisions of the Plan, the Committee shall have plenary
authority, in its discretion, to recommend to the Board the individuals
within the class set forth in Article IV to whom, and the time and
price per share at which, options shall be granted, and the number of
shares to be subject to each option. In making such determination, the
Committee may take into account the nature of the services rendered by
the respective employees, their present and potential contributions to
the Company's success and such other factors as the Committee in its
discretion shall deem relevant. Subject to the express provisions of
the Plan, the Committee shall also have plenary authority to interpret
the Plan, to prescribe, amend and rescind rules and regulations
regulating it, to recommend to the Board the terms and provisions of
the respective options (which need not be identical) and to make all
other determinations necessary or advisable for the administration of
the Plan. The Committee's determination on the matters referred to in
this Article II shall be final, conclusive and binding upon all
optionees.
<PAGE> 119
ARTICLE III
AMOUNT OF STOCK AND DURATION OF PLAN
The aggregate amount (subject to adjustment as provided in Article
VIII) of stock which may be purchased pursuant to options granted under
this Plan shall be 1,000,000 shares of the Company's Common Stock. Any
option granted hereunder must be granted within ten (10) years from the
date of approval of adoption of the Plan by the Board or the date on
which this Plan is approved by the Company's shareholders, whichever is
earlier. Shares subject to options under the Plan may, in the sole
discretion of the Board, be either authorized and unissued shares or
issued shares which have been acquired by the Company and are being
held in its treasury. When options have been granted under the Plan and
have lapsed unexercised or partially unexercised, the shares which were
subject thereto may be reoptioned under the Plan.
ARTICLE IV
ELIGIBILITY AND PARTICIPATION
All officers and employees of the Company shall be eligible to
receive Stock Options under the Plan; provided, however, that no *0
member of the Committee shall be entitled to receive an option under
this Plan while serving as a member of the Committee.
ARTICLE V
TERMS AND CONDITIONS OF OPTIONS
Each option granted under the Plan shall be evidenced by a Stock
Option Agreement (the "Agreement"), the form of which shall have been
approved by the Committee and Counsel to the Company. The Agreement
shall be executed by the Company and the optionee and shall set forth
the terms and conditions of the option, which terms and conditions
shall include, but not by way of limitation, the following:
1. Option Price. The option price shall be determined by the
Committee, but shall not in any event be less than the greater of the
(i) par value of the Company's Common Stock or (ii) the fair market
value of the Company's Stock on the date that the option is granted.
2. Term of Option. The term of the option shall be selected by the
Committee, but in no event shall such term exceed ten (10) years.
3. Transferability. Options granted hereunder shall not be
transferable otherwise than by will or operation of the laws of descent
and distribution. During the lifetime of the optionee, options granted
hereunder shall be exercisable only by the optionee.
4. Termination of Employment. In the event of an optionee's
termination of employment with the Company for any reason other than
death, all options granted hereunder shall thereupon terminate. The
Committee may, in its discretion, direct that certain Agreements
contain provision permitting exercise of an option after an optionee's
retirement. Upon the termination of an optionee's employment by reason
of his death, such optionee's option(s) shall terminate to the extent
<PAGE> 120
it was not exercisable at the date of his death. To the extent such
options were then exercisable by the optionee, optionee's estate or the
beneficiaries thereof shall be entitled to exercise such options for a
period of three (3) months from the date of his death, (unless the
option(s) should sooner terminate according to its own provisions) but
not thereafter. Notwithstanding the other provisions of this
subparagraph 4, no option shall be exercised more than ten (10) years
from the date upon which it is granted.
5. Other Conditions. At its sole discretion, the Committee may
impose other conditions upon the options granted hereunder, including,
but not by way of limitation, percentage limitations upon the exercise
of options granted hereunder.
If the Plan and the shares of Common Stock reserved for options
hereunder have not been registered under the Securities Act of 1933, as
amended (the "Act"), the Committee shall satisfy itself that the
exemption from registration afforded by Section 4(2) of the Act will be
available.
ARTICLE VI
INCENTIVE STOCK OPTIONS
The Committee and the Board, in recommending and granting stock
options hereunder, shall have the discretion to determine that certain
options shall be Incentive Stock Options, as defined in Section 422A of
the Code and the regulations thereunder, while other options shall be
Non-Qualified Stock Options. Neither the members of the Committee, the
members of the Board nor the Company shall be under any obligation or
incur any liability to any person by reason of the determination by the
Committee or the Board whether an option granted under the Plan shall
be an Incentive Stock Option or a Non-Qualified Stock Option. The
provisions of this Article VI shall be applicable to all Incentive
Stock Options at any time granted or outstanding under the Plan.
All Incentive Stock Options granted or outstanding under the Plan
shall be granted and held subject to and in compliance with the terms
and conditions specifically set forth in Articles 11, 111, IV, and V
hereof and, in addition, subject to and in compliance with the
following further terms and conditions:
1. The option price of all Incentive Stock Options shall not be
less than one hundred percent (100%) of the fair market value of the
Company's Common Stock at the time the option is granted
(notwithstanding any provision of Article V hereof to the contrary);
2. No Incentive Stock Option shall be granted to any person who,
at the time of the grant, owns stock possessing more than ten percent
(10%) of the total combined voting power of the Company. Such ownership
limitation will be waived if (i) the option price is at least one
hundred ten percent (I 10%) of the fair market value of the Company's
Common Stock at the time the option is granted; and (ii) the option by
its terms must not be exercisable more than five (5) years from the
date it is granted; and,
<PAGE> 121
3. The aggregate fair market value of all shares of Common Stock
(determined at the time of the grant of the option) exercisable for the
first time by an employee during any calendar year shall not exceed
$100,000.
ARTICLE VII
EXERCISE OF OPTIONS
Options granted hereunder may be exercised only by tendering to
the Company written notice of exercise accompanied by the aggregate
purchase price for the shares with respect to which the option is being
exercised. No option shall be exercisable unless the shares issuable on
the exercise thereof have been registered under the Act, or the Company
shall have first received the opinion of its counsel that registration
under the Act is not required in connection with such issuance. At the
time of exercise, if the shares with respect to which the option is
being exercised have not been registered under the Act, the Company may
require the optionee to give the Company whatever written assurance
counsel for the Company may require that the shares are being acquired
for investment and not with a view to the distribution thereof, and
that the shares will not be disposed of without the written opinion of
such counsel that registration under the Act is not required. Share
certificates issued to the optionee upon exercise of the option shall
bear a legend to the foregoing effect to the extent counsel for the
Company deems it advisable. The purchase price of shares of Common
Stock of the Company acquired upon the exercise of any Non-Qualified
Stock Option or Incentive Stock Option granted under the Plan may be
paid by an optionee by the payment of cash, or by the assignment to the
Company of shares of the Company's Common Stock theretofore owned by
the optionee having a value equal to such option price, or by any
combination thereof. For purposes of the Plan, shares of Common Stock
shall be deemed to have a value equal to the average of the closing bid
and asked price for a share for the trading day upon which such value
is being determined.
ARTICLE VIII
ADJUSTMENTS
Subject to any required action by the Company's Directors and
shareholders, the number of shares provided for in each outstanding
option and the price per share thereof, and the number of shares
provided for in the Plan, shall be proportionately adjusted for any
increase of decrease in the number of issued shares of the Company
Common Stock resulting from a subdivision or consolidation of shares or
the payment of a stock dividend (but only on the Common Stock) or any
other increase or decrease in the number of such shares effected
without receipt of consideration by the Company. Subject to any
required action by the Company's Directors and shareholders, if the
Company shall be the surviving corporation in any merger or
consolidation, each outstanding option hall pertain to and apply to the
securities to which a holder of the number of shares of the Company's
Common Stock subject to the option would have been entitled. In the
event (hereinafter collectively referred to as an "Event of Sale or
Liquidation") of. (a) a dissolution or liquidation of the Company; (b)
<PAGE> 122
a merger or consolidation in which the Company is not the surviving
corporation; (c) a sale of all or substantially all of the assets of
the Company; or (d) a sale of all or substantially all of the
outstanding Common Stock of the. Company to on purchaser, then each
outstanding option shall terminate, provided, however, that in such
event, each optionee shall have the right immediately prior to any
Event of Sale of Liquidation to exercise his option with respect to the
fall number of shares covered thereby, without regard to any
installment provision contained in this Agreement. In the event of a
change in the Company's Common Stock which is limited to a change of
all of its authorized shares with par value into the same number of
shares with a different par value or without par value, the shares
resulting from any such change shall be deemed to be Common Stock
within the meaning of the Plan. The aforesaid adjustment shall be made
by the Committee whose determination in that respect shall be final,
binding and conclusive. Except as hereinbefore expressly provided in
this Article VIII, the optionee shall have no rights by reason of
subdivision or consolidation of shares of stock of any class or payment
of any stock dividend or any other increase or decrease in the number
of shares of any class or by reason of any Event of Sale or
Liquidation, or spin-off of assets or stock of another corporation; and
any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect and no
adjustment by reason thereof shall be made with respect to the number
or price of shares of the Company's Common Stock subject to any option.
The grant of an option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structure or to merge or to consolidate or to dissolve or
liquidate or sell or transfer all or any part of its business or
assets.
ARTICLE IX
AMENDMENT OR DISCONTINUANCE
The Board may at any time amend, rescind or terminate the Plan, as
it shall deem advisable, provided, however, that no change may be made
in options theretofore granted under the Plan (without the consent of
the optionees) which should impair the optionee's rights. Provided,
however, that no amendment to the Plan will be effective unless and
until such amendment has been approved by the holders of a majority of
the Company's outstanding voting stock (voting as a single class)
present, or represented, and entitled to vote at a duly constituted
meeting of such shareholders.
ARTICLE X
SHAREHOLDER APPROVAL
The Plan shall be effective (the "Effective Date") when it has
received the approval of a majority of the Board of Directors. However,
the Plan and all options granted under the Plan shall be void if the
Plan is not approved by the holders of a majority of the outstanding
voting stock of the Company (voting as a single class) within twelve
(12) months of the Effective Date.
<PAGE> 123
COI SOLUTIONS, INC.
BY: __________________________________
Robert Wilder, President
ATTEST:
____________________________
Secretary
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into by and between COI
SOLUTIONS, INC. (the "Company") and ______________________ ("________")
WHEREAS, ____________________ is a valuable and trusted employee
of the Company and the Company considered it desirable and in the
Company's best interests that _______________ be given an inducement to
acquire a propriety interest in the Company and an added incentive to
advance the interests of the Company by possessing an option to
purchase stock of the Company in accordance with the Incentive Stock
Option Plan (the "Plan") adopted by the Board of Directors (the
"Board") of the Company on ______________, 1999.
NOW THEREFORE, in consideration of the promises, it is agreed by
and between the parties as follows:
1. Grant of Option. The Company hereby grants to ________________
____________________ the right, privilege, and option to purchase
___________ shares of the Company's Common Stock at the purchase price
of $______ per share, in the manner and subject to the conditions
hereinafter provided and Article VI of the "Stock Option Plan."
2. Time of Exercise of Options. The aforesaid option may, until
the termination thereof as provided in paragraph 4, be exercised in any
increments, subject to Article VI(I) of the "Stock Option Plan."
Provided that for this purpose any such previously granted option
not having been exercised in full shall be deemed to remain outstanding
until the expiration of the period during which under its initial term
it could have been exercised.
3. Method of Exercise. The option shall be exercise by written
notice (the "Notice") from _____________________ to the Executive
Committee (the "Committee") of the Board. The Notice shall specify the
number of shares of stock for which the option is being exercised and
by accompanied by a cashier's check for payment in full of the option
price for the number of shares specified. The option shall be deemed
exercised as of the time the Notice is actually received by the
Company. The Company shall make immediate delivery of such shares,
provided that if any law or regulation required the Company to take any
<PAGE> 124
action with respect to the shares specified in such Notice before the
issuance thereof, then the date of delivery of such shares shall be
extended for the period necessary to take such action.
4. Termination of Option Except as otherwise provided, the option
to the extent nor already exercised or expired by its own terms shall
terminate upon the first to occur of the of the following dates:
(a) Ninety days following the date on which _____________
employment (or position as an officer or director) by the Company is
terminated except if such termination is caused by reason of death or
permanent and total disability.
(b) The expiration of twelve (12) months after the date on which
_______________' employment (or position as an officer or director) by
the Company is terminated, if such termination is caused by
_____________'death or ______________' permanent and total disability.
(c) Midnight ______________, 199__.
5. Adjustments. Subject to any required action by the Company's
Directors and shareholders, the number of shares provided for in this
option, and the price thereof, shall be adjusted proportionately upward
or downward in accordance with the provisions of Article VII of the
Plan.
6. Rights prior to Exercise of Option This option is
nontransferable by _________________ otherwise than by will or the laws
of descent and distribution, and is exercisable during _______________'
lifetime only by _______________________, _________________ shall have
no rights as a stockholder with respect to the option shares until
payment of the option price and delivery to him
of such shares as herein provided.
7. Restriction of Disposition. All shares acquired by ____________
pursuant to this Incentive Stock Option Agreement may be subject to
restriction on sale, encumbrance and other dispositions pursuant to
state or federal law.
8. Notices. The addresses to which all notices required to be
given hereunder shall be sent are, if to the Company:
and if to
Either party may change his address by giving written notice to the
other party at the indicated address. All notices given hereunder shall
be deemed received when actually delivered to the indicated address.
<PAGE> 125
9. Stock Option Plan. This Agreement is subject to and
incorporated by reference to all the terms and conditions set forth in
the Plan. In the event of any conflict between the terms of this
Agreement and the Plan, the terms and conditions of the Plan shall
control.
10. Binding Effect. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of ______________, 199__.
COI SOLUTIONS, INC.
BY: ______________________________
Robert Wilder, President
ATTEST:
(Seal)
_____________________________
Secretary
