Exhibit 23
Consent of Expert
We hereby consent to the incorporation by reference in the May 25, 2000 filing
of Sustainable Development International, Inc. on Form S-8 of our report
appearing in the Company's Form 10-SB12G registration statement dated February
18, 1999 and Annual Report on 10K for the fiscal year ended October 31, 1999.
_/s/ Brenda Lee Hamilton, P.A.
---------------------------------
By: Brenda Lee Hamilton, P.A.
Address: The Law Offices of Brenda Lee Hamilton
555 South Federal Highway, Suite 270
Boca Raton, FL 33432
CONSULTING SERVICES PLAN
THIS CONSULTING SERVICES PLAN (the "Plan") is made as of the 25th day of May
2000, by Sustainable Development International Inc., a Nevada corporation (the
"Company"), for the Consultants below (the "Consultants@).
R E C I T A L S:
The Company wishes to grant, and the Consultants wish to receive, as
compensation for services provided to the Company, shares of the common stock of
the Company (the "Common Stock"), pursuant to the provisions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and
conditions herein, and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties agree
as follows:
1. Grant of Shares. The Company hereby grants to the Consultants the following
shares of Common Stock (the "Shares") in the Company.
<TABLE>
<CAPTION>
Name # of Shares Service Type
-------------------------- ----------- -----------------------
<S> <C> <C>
Kirn Dhaliwal. . . . . . . 25,000 Operational Development
Apt 1809 9825 103 Street
Edmonton, AB T5K 2M3
Judy Stockwood . . . . . . 585,000 Bookkeeping
Suite 301 11919 162 Avenue
Edmonton, AB T5X 3R1
Gordon Noland. . . . . . . 625,000 Business Consulting
407 51st Avenue SW
Calgary, AB T2V 0A2
Fred Yakimchuk . . . . . . 25,000 Engineering Services
12225 - 105 Avenue
Edmonton, Alberta T5N 0Y3
</TABLE>
<PAGE>
2. Services. Consultants have been engaged by the Company as described above.
3. Compensation. Consultants= compensation is the Shares identified herein.
4. Registration or Exemption. Notwithstanding anything to the contrary
contained herein, the Shares will be registered on Form S-8 Registration
Statement dated ay 25, 2000.
5. Delivery of Shares. The Company shall deliver to the persons listed above
the shares as provided in paragraph 1.
6. Waiver. No waiver is enforceable unless in writing and signed by such
waiving party, and any waiver shall not be construed as a waiver by any
other party or of any other or subsequent breach.
7. Amendments. This Plan may not be amended unless by the mutual consent of
all of the parties hereto in writing.
8. Governing Law. This Plan shall be governed by the laws of the State of
Nevada.
9. Assignment and Binding Effect. Neither this Plan nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto
without the prior written consent of the other parties hereto, except as
otherwise provided herein. This Plan shall be binding upon and for the
benefit of the parties hereto and their respective heirs, permitted
successors, assigns and/or delegates.
10. Integration and Captions. This Plan includes the entire understanding of
the parties hereto with respect to the subject matter hereof. The captions
herein are for convenience and shall not control the interpretation of this
Plan.
11. Legal Representation. Each party has been represented by independent legal
counsel in connection with this Plan, or each has had the opportunity to
obtain independent legal counsel and has waived such right, and no tax
advice has been provided to any party.
12. Construction. Each party acknowledges and agrees having had the opportunity
to review, negotiate and approve all of the provisions of this Plan.
13. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent and
purpose of this Plan as set forth herein above.
14. Hand-Written Provisions. Any hand-written provisions hereon, if any, or
attached hereto, which have been initialed by all of the parties hereto,
shall control all typewritten provisions in conflict therewith.
<PAGE>
15. Fees, Costs and Expenses. Each of the parties hereto acknowledges and
agrees to pay, without reimbursement from the other party(ies), the fees,
costs, and expenses incurred by each such party incident to this Plan.
16. Consents and Authorizations. By the execution herein below, each party
acknowledges and agrees that each such party has the full right, power,
legal capacity and authority to enter into this Plan, and the same
constitutes a valid and legally binding Plan of each such party in
accordance with the terms, conditions and other provisions contained
herein.
17. Gender and Number. Unless the context otherwise requires, references in
this Plan in any gender shall be construed to include all other genders,
references in the singular shall be construed to include the plural, and
references in the plural shall be construed to include the singular.
18. Severability. In the event anyone or more of the provisions of this Plan
shall be deemed unenforceable by any court of competent jurisdiction for
any reason whatsoever, this Plan shall be construed as if such
unenforceable provision had never been contained herein.
19. Counterparts. This Plan may be executed in counterparts.
20. Facsimile. This Plan may be executed by facsimile.
By: /s/ Harold Jahn
--------------------------------------
President, Director May 25, 2000
/s/ Kirn Dhaliwal
--------------------------------------
Kirn Dhaliwal May 25, 2000
/s/ Judy Stockwood
--------------------------------------
Judy Stockwood May 25, 2000
/s/Gordon Noland
--------------------------------------
Gordon Noland May 25, 2000
/s/ Fred Yakimchuk
--------------------------------------
Fred Yakimchuk May 25, 2000
AFFIDAVIT
I, Harold Jahn President and Director of Sustainable Development Inc., a
corporation organized and existing under the laws of the State of Nevada (the
"Company"), DO HEREBY CERTIFY that:
1. I have thoroughly examined and fully understand the S-8 Registration
Statement prepared on behalf of the Company and dated May 25, 2000, (the
"Registration Statement") which registers shares of Common Stock of the
Company.
<PAGE>
2. I have read and fully understand the provisions related to use of Form S-8
and believe that such form is available for registration of common stock of
the Company.
3. The Registration Statement does not include any untrue statement of
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading. All
statements of material fact contained in the Registration Statement are
true, correct and complete.
4. I DO HEREBY UNDERTAKE to notify The Law Offices of Brenda Lee Hamilton,
P.A. in writing within five (5) days upon the occurrence of any event or
happening which would modify the validity of the statements made by this
Affidavit from and after the date hereof through and including the
effective date of the Registration Statement.
5. The Consultants/Advisors whose shares are registered on the S-8 will
provide Bona fide services to the Company.
6. The Consultants and Advisors are natural persons.
7. The services provided by the Consultants and Advisors are not in connection
with the offer or sale of securities in a capital-raising transaction, and
do not directly or indirectly promote or maintain a market for the
Company's securities.
8. To the best of my knowledge, the Securities being registered on the S-8 are
not being issued to the Consultants as a conduit for distributing the
Securities to the general public.
9. The Company and/or it's Officers and Directors will not receive, directly
or indirectly and have no agreement to receive any proceeds from the
Consultants' resale of the Securities registered on the S-8 .
10. The Company and/or it's Officers and Directors will not control or direct
he resale of the securities being issued to the Consultants and registered
on the S-8.
/s/ Harold Jahn
---------------------------------
By: Harold Jahn President and Director
Dated: May 26/00
----------
<PAGE>
AFFIDAVIT
I, Kirn Dhaliwal, Consultant, DO HEREBY CERTIFY that:
1. I am a natural person.
2. I am providing bona fide services to Sustainable Development, Inc. (the
"Company").
3. The services provided by me are not in connection with the offer or sale of
securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the Company's securities.
4. I DO HEREBY UNDERTAKE to notify The Law Offices of Brenda Lee Hamilton,
P.A. in writing within five (5) days upon the occurrence of any event or
happening which would modify the validity of the statements made by this
Affidavit from and after the date hereof through and including the
effective date of the Registration Statement.
5. The Securities being registered on the S-8 are not being issued to the
Undersigned as a conduit for distributing the Shares to the general public.
6. The Company and/or it's Officers and Directors will not receive, directly
or indirectly and have no agreement to receive any proceeds from the
Undersigneds' resale of the Shares registered on the S-8.
7. The Company and/or it's Officers and Directors will not control or direct
the resale of the Shares being issued to the Undersigned and registered on
the S-8.
Kirn Dhaliwal May 25, 2000
/s/ Kirn Dhaliwal
--------------------------------------------------
AFFIDAVIT
I, Judy Stockwood, Consultant, DO HEREBY CERTIFY that:
1. I am a natural person.
2. I am providing bona fide services to Sustainable Development, Inc. (the
"Company").
<PAGE>
3. The services provided by me are not in connection with the offer or sale of
securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the Company's securities.
4. I DO HEREBY UNDERTAKE to notify The Law Offices of Brenda Lee Hamilton,
P.A. in writing within five (5) days upon the occurrence of any event or
happening which would modify the validity of the statements made by this
Affidavit from and after the date hereof through and including the
effective date of the Registration Statement.
5. The Securities being registered on the S-8 are not being issued to the
Undersigned as a conduit for distributing the Shares to the general public.
6. The Company and/or it's Officers and Directors will not receive, directly
or indirectly and have no agreement to receive any proceeds from the
Undersigneds' resale of the Shares registered on the S-8 .
7. The Company and/or it's Officers and Directors will not control or direct
the resale of the Shares being issued to the Undersigned and registered on
the S-8.
Judy Stockwood, May 25, 2000
/s/ Judy Stockwood
--------------------------------------------------
AFFIDAVIT
I, Gordon Noland, Consultant, DO HEREBY CERTIFY that:
1. I am a natural person.
2. I am providing bona fide services to Sustainable Development, Inc. (the
"Company").
3. The services provided by me are not in connection with the offer or sale of
securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the Company's securities.
4. I DO HEREBY UNDERTAKE to notify The Law Offices of Brenda Lee Hamilton,
P.A. in writing within five (5) days upon the occurrence of any event or
happening which would modify the validity of the statements made by this
Affidavit from and after the date hereof through and including the
effective date of the Registration Statement.
<PAGE>
5. The Securities being registered on the S-8 are not being issued to the
Undersigned as a conduit for distributing the Shares to the general public.
6. The Company and/or it's Officers and Directors will not receive, directly
or indirectly and have no agreement to receive any proceeds from the
Undersigneds' resale of the Shares registered on the S-8.
7. The Company and/or it's Officers and Directors will not control or direct
the resale of the Shares being issued to the Undersigned and registered on
the S-8.
Gordon Noland, May 25, 2000
/s/ Gordon Noland
--------------------------------------------------
AFFIDAVIT
I, Fred Yakimchuk, Consultant, DO HEREBY CERTIFY that:
1. I am a natural person.
2. I am providing bona fide services to Sustainable Development, Inc. (the
"Company").
3. The services provided by me are not in connection with the offer or sale of
securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the Company's securities.
4. I DO HEREBY UNDERTAKE to notify The Law Offices of Brenda Lee Hamilton,
P.A. in writing within five (5) days upon the occurrence of any event or
happening which would modify the validity of the statements made by this
Affidavit from and after the date hereof through and including the
effective date of the Registration Statement.
5. The Securities being registered on the S-8 are not being issued to the
Undersigned as a conduit for distributing the Shares to the general public.
6. The Company and/or it's Officers and Directors will not receive, directly
or indirectly and have no agreement to receive any proceeds from the
Undersigneds' resale of the Shares registered on the S-8.
7. The Company and/or it's Officers and Directors will not control or direct
the resale of the Shares being issued to the Undersigned and registered on
the S-8.
Fred Yakimchuk May 25, 2000
<PAGE>
/s/ Fred Yakimchuk
--------------------------------------------------
WRITTEN CONSENT TO ACTION BY DIRECTORS AND MAJORITY
SHAREHOLDERS
SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.
The undersigned, being all of the members of the Board of Directors and a
majority of the shareholders of Sustainable Development International, Inc. (the
"Company"), a Nevada corporation, hereby consent to and approve the following
action(s):
WHEREAS, the Company would like to retain the services of the Consultants listed
in the attached S-8 Registration Statement of the Company;
THEREFORE BE IT:
RESOLVED, that the Company shall issue 1,260,000 shares of its common stock as
follows:
Kirn Dhaliwal 25,000 Operational Development
Apt 1809 9825 103 Street
Edmonton, AB T5K 2M3
Judy Stockwood 585,000 Bookkeeping
Suite 301 11919 162 Avenue
Edmonton, AB T5X 3R1
Gordon Noland 625,000 Business Consulting
407 51st Avenue SW
Calgary, AB T2V 0A2
Fred Yakimchuk 25,000 Engineering Services
12225 - 105 Avenue
Edmonton, Alberta T5N 0Y3
IN WITNESS WHEREOF, the undersigned, constituting all of the members of the
Board of Directors of the Company and a majority of the shareholders, have
executed this written consent to action on this 25nd day of May, 2000.
----------------- ------------------
Director Director
/s/ Lew Mansell /s/ Harold Jahn
----------------- ------------------
Major Shareholder Director
