<PAGE>
- --------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on February ___, 2000
Registration No. 33-
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Sideware Systems Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
British Columbia, Canada
------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
N.A.
------------------------------------------------------
(I.R.S. Employer Identification No.)
930 West First Street, Suite 102
North Vancouver, British Columbia, Canada V7P 3N4
(Address of Principal Executive Offices)
---------------------------------------------
(Full Title of the Plan)
National Registered Agents, Inc.
1090 Vermont Avenue, Suite 910
Washington, D.C. 20005
------------------------------------------------------
(Name and Address of Agent For Service)
(202) 371-8090
------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Title of Proposed Proposed Maximum
Securities Amount Maximum Offering Aggregate Offering Amount of
To Be Registered To Be Registered Price Per Share* Price* registration fee
======================================================================================================================
<S> <C> <C> <C> <C>
Common Share, without 105,000 $1.95 $204,750 $55
par value, subject to 730,000 $1.87 $1,365,100 $361
outstanding options
------- ----- ---------- ----
835,000 N/A $1,559,850 $416
======================================================================================================================
</TABLE>
*The proposed maximum offering price per share and the registration fee were
calculated in accordance with Rule 457(h) based upon the option exercise prices
of options granted and outstanding as of the date of filing of the registration
statement.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
registration statement:
(a) Registration Statement on Form 20-F filed pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), dated May 7, 1999.
(b) Transition Report pursuant to Section 13 of the Exchange Act,
dated June 25, 1999.
(c) Report of Foreign Private Issuer on Form 6-K pursuant to Rule
13a-16 of the Exchange Act, dated June 2, 1999.
(d) Report of Foreign Private Issuer on Form 6-K pursuant to Rule
13a-16 of the Exchange Act, dated September 1, 1999.
(e) Report of Foreign Private Issuer on Form 6 K pursuant to Rule
13a 16 of the Exchange Act dated October 12, 1999.
(f) Report of Foreign Private Issuer on Form 6 K pursuant to Rule
13a 16 of the Exchange Act dated December 10, 1999.
(g) Report of Foreign Private Issuer on Form 6 K pursuant to Rule
13a 16 of the Exchange Act dated January 27, 2000.
In addition, all documents subsequently filed pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Subject to the provisions of the Company Act British Columbia (the
"Act"), the directors shall cause the Company to indemnify a director or former
director of the Company and the directors may cause the Company to indemnify a
director or former director of a corporation of which the Company is or was a
shareholder and the heirs and personal representatives of any former director
against all costs, charges and expenses, including an amount to settle an action
or satisfy a judgment, actually and reasonably incurred by him or them including
an amount paid to
2
<PAGE>
settle an action or satisfy a judgment in a civil, criminal or
administrative action or proceeding to which he is or they are made a party by
reason of his being or having been a director including any action brought by
the Company. Each director of the Company on being elected or appointed shall be
deemed to have contracted with the Company on the terms of this indemnity.
Subject to the provisions of the Act, the directors may cause the
Company to indemnify any officer, employee or agent of the Company or of a
corporation of which the Company is or was shareholder (notwithstanding that he
is also a director) and his heirs and personal representatives against all
costs, charges and expenses whatsoever incurred by him or them and resulting
from his acting as an officer, employee or agent of the Company or the
corporation. In addition, the Company shall indemnify the Secretary or an
Assistant Secretary of the Company (if he shall not be a full-time employee of
the Company and notwithstanding that he is also a director) and his respective
heirs and legal representatives against all costs, charges and expenses
whatsoever incurred by him or them and arising out of the functions assigned to
the Secretary by the Act or Articles.
The failure of a director or officer of the Company to comply with the
provisions of the Act or of the Memorandum or the Articles shall invalidate any
indemnity to which he is entitled under this Part.
The directors may cause the Company to purchase and maintain insurance
for the benefit of any person who is or was serving as a director, officer,
employee or agent of the Company or as a director, officer, employee or agent of
any corporation of which the Company is or was a shareholder and his heirs or
personal representatives against any liability incurred by him as a director,
officer, employee or agent.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
The Exhibits to this registration statement are listed in the Index to
Exhibits on page 7.
---
3
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as the indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter
4
<PAGE>
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
5
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Vancouver, British Columbia, on March 1, 2000.
SIDEWARE SYSTEMS INC.
By: "Grant Sutherland"
---------------------------------
W. Grant Sutherland
Chairman of the Board of Directors
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
W. Grant Sutherland, as attorney-in-fact, with full power of substitution, to
execute in the name and on behalf of such person, individually and in each
capacity stated below, and to file, any and all amendments to this registration
statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
"Grant Sutherland" Director, Chairman of March 1, 2000
- ------------------------------------ the Board of Directors,
W. Grant Sutherland Principal Financial Officer,
Principal Accounting Officer
"Owen Jones" President, Chief Executive March 1, 2000
- ------------------------------------ Officer and Director (Principal
Owen L.J. Jones Executive Officer)
"James Speros" Director March 1, 2000
- ------------------------------------
James L. Speros
"Edward White" Director March 1, 2000
- ------------------------------------
Edward A. White
</TABLE>
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Exhibit Number Exhibit
- -----------------------------------------------------------------------------------
<S> <C>
4.1 Stock Option Agreement dated 04/10/99 - Grant Sutherland
- -----------------------------------------------------------------------------------
4.2 Stock Option Agreement dated 04/10/99 - Michael Colen
- -----------------------------------------------------------------------------------
4.3 Stock Option Agreement dated 04/10/99 - Alex Mahon
- -----------------------------------------------------------------------------------
4.4 Stock Option Agreement dated 04/10/99 - May Huang
- -----------------------------------------------------------------------------------
4.5 Stock Option Agreement dated 04/10/99 - John Zhang
- -----------------------------------------------------------------------------------
4.6 Stock Option Agreement dated 04/10/99 - Chris Hall
- -----------------------------------------------------------------------------------
4.7 Stock Option Agreement dated 04/10/99 - Lyn Gubster
- -----------------------------------------------------------------------------------
4.8 Stock Option Agreement dated 04/10/99 - Michelle MacGregor
- -----------------------------------------------------------------------------------
4.9 Stock Option Agreement dated 04/10/99 - John Dykstra
- -----------------------------------------------------------------------------------
4.10 Stock Option Agreement dated 04/10/99 - Neelam Dhat
- -----------------------------------------------------------------------------------
4.11 Stock Option Agreement dated 04/10/99 - Robert Dreskai
- -----------------------------------------------------------------------------------
4.12 Stock Option Agreement dated 04/10/99 - Vince Taylor
- -----------------------------------------------------------------------------------
4.13 Stock Option Agreement dated 04/20/99 - Al Unger
- -----------------------------------------------------------------------------------
4.14 Stock Option Agreement dated 04/20/99 - Ed Vandrimmlen
- -----------------------------------------------------------------------------------
4.15 Stock Option Agreement dated 04/20/99 - Tony Drezet
- -----------------------------------------------------------------------------------
4.16 Stock Option Agreement dated 04/20/99 - Gary Mounts
- -----------------------------------------------------------------------------------
4.17 Stock Option Agreement dated 04/20/99 - Vince Sterniolo
- -----------------------------------------------------------------------------------
4.18 Stock Option Agreement dated 04/20/99 - Harry Lai
- -----------------------------------------------------------------------------------
4.19 Stock Option Agreement dated 04/20/99 - Sava Jurisic
- -----------------------------------------------------------------------------------
4.20 Stock Option Agreement dated 04/20/99 - Chris Hall
- -----------------------------------------------------------------------------------
5.1 Opinion of Dale W. Wilcox, A Law Corporation
- -----------------------------------------------------------------------------------
23.1 Consent of KPMG LLP
- -----------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
Exhibit 4.1
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 4th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: GRANT SUTHERLAND
1600 - 777 Dunsmuir Street
Vancouver, BC
V7Y 1K4
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary
of the Company (together the "Related Companies"), and the parties have
agreed to enter into this Incentive Stock Option Agreement on the terms and
conditions hereinafter set forth to provide incentive to the Optionee in
acting in such capacity;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
and of the covenants and agreements herein contained the parties hereto
covenant and agree as follows:
1. From the date hereof and, subject to paragraphs 5 and 6, for so long
as the Optionee shall be a director, senior officer, employee or permitted
consultant of one of the Related Companies, the Optionee shall have and be
entitled to and the Company hereby grants to the Optionee the option to
purchase, on or before October 4, 2004, all or any portion of 250,000 fully
paid shares of the Company from treasury at the price of $2.66 per share (the
"Option").
2. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When
such payment is received, the Company covenants and agrees to issue and
deliver to the Optionee share certificates for the number of shares so
purchased.
3. This is an option agreement only and does not impose upon the
Optionee any obligation to take up and pay for any of the shares under the
Option.
4. The Option is non-assignable and non-transferable by the Optionee
otherwise than by
<PAGE>
2
Will or the law of intestacy and the Option may be exercised during the
lifetime of the Optionee only by the Optionee.
5. If the Optionee should die while a director, senior officer,
employee or permitted consultant of one of the Related Companies, the Option
may then be exercised by the Optionee's legal heirs or personal
representatives to the same extent as if the Optionee were alive and acting
in such capacity, for a period of one year after the Optionee's death but
only for such shares as the Optionee could have received upon due exercise at
the date of death.
6. Subject to paragraph 5 hereof, the Option shall cease and become
null and void 30 days after the Optionee ceases to be a director, senior
officer, employee or permitted consultant of any of the Related Companies.
7. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the
Related Companies, then he is, with respect to that
company, an individual who is:
(i) considered an employee under the INCOME TAX ACT,
for whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who
works full-time for the Company providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the detail and methods of work as an employee of
the company, but for whom income tax deductions
are not made a source; or
(iii) a part-time dependent contractor, i.e. one who
works for the company on a continuing and regular
basis for a minimum amount of time per week
providing services normally provided by an
employee and is subject to the same control and
direction by the company over the details and
methods of work as an employee of the company, but
for whom income tax deductions are not made at
source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
8. If the Option is granted to the Optionee in the capacity of employee
of the Company, the Company hereby represents that the Optionee is a BONA
FIDE employee of the Company.
9. This Agreement is subject to the approval of the Vancouver Stock
Exchange and, if the
<PAGE>
3
Optionee is an insider of the Company, the approval of the members of the
Company, which approval may have already been given in the form of a general
approval by the members at a general meeting of the Company preceding the
date of this Agreement. In the event that both of the foregoing approvals
have not been received within one year of the date of this Agreement, this
Agreement shall thereafter be null and void and of no further force and
effect.
10. This Agreement may only be amended by an instrument in writing
signed by the parties hereto, and such amendment shall be subject to the
approval of the Vancouver Stock Exchange. In the event of such an amendment,
if the Optionee is then an insider of the Company or if this Agreement was
originally approved by the members, such amendment shall also be subject to
the approval of the members of the Company, which approval may have already
been given in the form of a general approval by the members at a general
meeting of the Company preceding the date of the amendment.
11. In the event of any subdivision, consolidation or other change in
the share capital of the Company while any portion of the Option is
outstanding, the number of shares under option to the Optionee and the price
thereof shall be deemed adjusted in accordance with such subdivision,
consolidation or other change in the share capital of the Company as if the
Option had been exercised immediately prior to such subdivision,
consolidation or other change.
12. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the
Optionee in the event the Optionee exercises the Option.
13. Time shall be of the essence of this Agreement.
14. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's
personal representatives to the extent provided in paragraph 5.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
---------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
-------------------------------
- ----------------------------------- GRANT SUTHERLAND
<PAGE>
Exhibit 4.2
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 4th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: MICHAEL COLEN
10315 Thornbrush Lane
Bethesda, Maryland
20814
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants and agreements herein contained the parties hereto covenant and
agree as follows:
1. From the date hereof and, subject to paragraphs 5 and 6, for so long as
the Optionee shall be a director, senior officer, employee or permitted
consultant of one of the Related Companies, the Optionee shall have and be
entitled to and the Company hereby grants to the Optionee the option to
purchase, on or before October 4, 2004, all or any portion of 200,000 fully paid
shares of the Company from treasury at the price of $2.66 per share (the
"Option").
2. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
3. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
4. The Option is non-assignable and non-transferable by the Optionee
otherwise than by
<PAGE>
2
Will or the law of intestacy and the Option may be exercised during the
lifetime of the Optionee only by the Optionee.
5. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
6. Subject to paragraph 5 hereof, the Option shall cease and become null
and void 30 days after the Optionee ceases to be a director, senior officer,
employee or permitted consultant of any of the Related Companies.
7. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
8. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
9. This Agreement is subject to the approval of the Vancouver Stock
Exchange and, if the
<PAGE>
3
Optionee is an insider of the Company, the approval of the members of the
Company, which approval may have already been given in the form of a general
approval by the members at a general meeting of the Company preceding the
date of this Agreement. In the event that both of the foregoing approvals
have not been received within one year of the date of this Agreement, this
Agreement shall thereafter be null and void and of no further force and
effect.
10. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Vancouver Stock Exchange. In the event of such an amendment, if the Optionee
is then an insider of the Company or if this Agreement was originally approved
by the members, such amendment shall also be subject to the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
11. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
12. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
13. Time shall be of the essence of this Agreement.
14. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 5.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
-----------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- ----------------------------------- ------------------------------
MICHAEL COLEN
<PAGE>
Exhibit 4.3
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 4th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: ALEX MAHON
601 - 1345 Nelson Street
Vancouver, BC
V6E 1J8
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants and agreements herein contained the parties hereto covenant and
agree as follows:
1. From the date hereof and, subject to paragraphs 5 and 6, for so long as
the Optionee shall be a director, senior officer, employee or permitted
consultant of one of the Related Companies, the Optionee shall have and be
entitled to and the Company hereby grants to the Optionee the option to
purchase, on or before October 4, 2004, all or any portion of 20,000 fully paid
shares of the Company from treasury at the price of $2.66 per share (the
"Option").
2. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
3. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
4. The Option is non-assignable and non-transferable by the Optionee
otherwise than by
<PAGE>
2
Will or the law of intestacy and the Option may be exercised during the
lifetime of the Optionee only by the Optionee.
5. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
6. Subject to paragraph 5 hereof, the Option shall cease and become null
and void 30 days after the Optionee ceases to be a director, senior officer,
employee or permitted consultant of any of the Related Companies.
7. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
8. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
9. This Agreement is subject to the approval of the Vancouver Stock
Exchange and, if the
<PAGE>
3
Optionee is an insider of the Company, the approval of the members of the
Company, which approval may have already been given in the form of a general
approval by the members at a general meeting of the Company preceding the
date of this Agreement. In the event that both of the foregoing approvals
have not been received within one year of the date of this Agreement, this
Agreement shall thereafter be null and void and of no further force and
effect.
10. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Vancouver Stock Exchange. In the event of such an amendment, if the Optionee
is then an insider of the Company or if this Agreement was originally approved
by the members, such amendment shall also be subject to the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
11. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
12. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
13. Time shall be of the essence of this Agreement.
14. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 5.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
------------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- ----------------------------------- ---------------------------
ALEX MAHON
<PAGE>
Exhibit 4.4
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 4th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: MAY HUANG
204 - 868 West 16th Avenue
Vancouver, BC
V5Z 1T1
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants and agreements herein contained the parties hereto covenant and
agree as follows:
1. From the date hereof and, subject to paragraphs 5 and 6, for so long as
the Optionee shall be a director, senior officer, employee or permitted
consultant of one of the Related Companies, the Optionee shall have and be
entitled to and the Company hereby grants to the Optionee the option to
purchase, on or before October 4, 2004, all or any portion of 20,000 fully paid
shares of the Company from treasury at the price of $2.66 per share (the
"Option").
2. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
3. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
4. The Option is non-assignable and non-transferable by the Optionee
otherwise than by
<PAGE>
2
Will or the law of intestacy and the Option may be exercised during the
lifetime of the Optionee only by the Optionee.
5. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
6. Subject to paragraph 5 hereof, the Option shall cease and become null
and void 30 days after the Optionee ceases to be a director, senior officer,
employee or permitted consultant of any of the Related Companies.
7. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
8. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
9. This Agreement is subject to the approval of the Vancouver Stock
Exchange and, if the
<PAGE>
3
Optionee is an insider of the Company, the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of this Agreement. In the event that both of the foregoing
approvals have not been received within one year of the date of this Agreement,
this Agreement shall thereafter be null and void and of no further force and
effect.
10. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Vancouver Stock Exchange. In the event of such an amendment, if the Optionee
is then an insider of the Company or if this Agreement was originally approved
by the members, such amendment shall also be subject to the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
11. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
12. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
13. Time shall be of the essence of this Agreement.
14. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 5.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
------------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- ----------------------------------- ---------------------------
MAY HUANG
<PAGE>
Exhibit 4.5
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 4th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: JOHN ZHANG
1123 East 10th Avenue
Vancouver, BC
V5T 2B6
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants and agreements herein contained the parties hereto covenant and
agree as follows:
1. From the date hereof and, subject to paragraphs 5 and 6, for so long as
the Optionee shall be a director, senior officer, employee or permitted
consultant of one of the Related Companies, the Optionee shall have and be
entitled to and the Company hereby grants to the Optionee the option to
purchase, on or before October 4, 2004, all or any portion of 25,000 fully paid
shares of the Company from treasury at the price of $2.66 per share (the
"Option").
2. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
3. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
4. The Option is non-assignable and non-transferable by the Optionee
otherwise than by
<PAGE>
2
Will or the law of intestacy and the Option may be exercised during the
lifetime of the Optionee only by the Optionee.
5. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
6. Subject to paragraph 5 hereof, the Option shall cease and become null
and void 30 days after the Optionee ceases to be a director, senior officer,
employee or permitted consultant of any of the Related Companies.
7. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
8. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
9. This Agreement is subject to the approval of the Vancouver Stock
Exchange and, if the
<PAGE>
3
Optionee is an insider of the Company, the approval of the members of the
Company, which approval may have already been given in the form of a general
approval by the members at a general meeting of the Company preceding the
date of this Agreement. In the event that both of the foregoing approvals
have not been received within one year of the date of this Agreement, this
Agreement shall thereafter be null and void and of no further force and
effect.
10. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Vancouver Stock Exchange. In the event of such an amendment, if the Optionee
is then an insider of the Company or if this Agreement was originally approved
by the members, such amendment shall also be subject to the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
11. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
12. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
13. Time shall be of the essence of this Agreement.
14. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 5.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
------------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- ----------------------------------- ---------------------------
JOHN ZHANG
<PAGE>
Exhibit 4.6
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 4th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: CHRIS HALL
5905 WoodSorrel Crescent
Burke, VA
22015
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary
of the Company (together the "Related Companies"), and the parties have
agreed to enter into this Incentive Stock Option Agreement on the terms and
conditions hereinafter set forth to provide incentive to the Optionee in
acting in such capacity;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
and of the covenants and agreements herein contained the parties hereto
covenant and agree as follows:
1. Subject to paragraphs 2, 6 and 7, for so long as the Optionee shall
be a director, senior officer, employee or permitted consultant of one of the
Related Companies, the Optionee shall have and be entitled to and the Company
hereby grants to the Optionee the option to purchase on or before October 4,
2004, all or any portion of 20,000 fully paid shares of the Company (the
"Optioned Shares") from treasury at the price of $2.66 per share (the
"Option").
2. Subject to the terms and conditions hereinafter set out, the Option
shall not be exercisable before March 7, 2000 and thereafter may be exercised
as follows:
(a) as of March 7, 2000, 10,000 of the Optioned Shares will be
eligible for exercise; and
(b) as of July 7, 2000, a further of the 10,000 Optioned Shares
will be eligible for
<PAGE>
2
exercise.
3. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When
such payment is received, the Company covenants and agrees to issue and
deliver to the Optionee share certificates for the number of shares so
purchased.
4. This is an option agreement only and does not impose upon the
Optionee any obligation to take up and pay for any of the shares under the
Option.
5. The Option is non-assignable and non-transferable by the Optionee
otherwise than by Will or the law of intestacy and the Option may be
exercised during the lifetime of the Optionee only by the Optionee.
6. If the Optionee should die while a director, senior officer,
employee or permitted consultant of one of the Related Companies, the Option
may then be exercised by the Optionee's legal heirs or personal
representatives to the same extent as if the Optionee were alive and acting
in such capacity, for a period of one year after the Optionee's death but
only for such shares as the Optionee could have received upon due exercise at
the date of death.
7. Subject to paragraph 5 hereof, the Option shall cease and become
null and void 30 days after the Optionee ceases to be a director, senior
officer, employee or permitted consultant of any of the Related Companies.
8. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the
Related Companies, then he is, with respect to that
company, an individual who is:
(i) considered an employee under the INCOME TAX ACT,
for whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who
works full-time for the Company providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the detail and methods of work as an employee of
the company, but for whom income tax deductions
are not made a source; or
<PAGE>
3
(iii) a part-time dependent contractor, i.e. one who
works for the company on a continuing and regular
basis for a minimum amount of time per week
providing services normally provided by an
employee and is subject to the same control and
direction by the company over the details and
methods of work as an employee of the company, but
for whom income tax deductions are not made at
source, and
(c) if he represents that he is a permitted consultant, he
meets the definition of "permitted consultant" in blanket order ruling #96/15
issued by the British Columbia Securities Commission, and the Option is
otherwise in accordance with that blanket order ruling.
9. If the Option is granted to the Optionee in the capacity of employee
of the Company, the Company hereby represents that the Optionee is a BONA
FIDE employee of the Company.
10. This Agreement is subject to the approval of the Vancouver Stock
Exchange and, if the Optionee is an insider of the Company, the approval of
the members of the Company, which approval may have already been given in the
form of a general approval by the members at a general meeting of the Company
preceding the date of this Agreement. In the event that both of the foregoing
approvals have not been received within one year of the date of this
Agreement, this Agreement shall thereafter be null and void and of no further
force and effect.
11. This Agreement may only be amended by an instrument in writing
signed by the parties hereto, and such amendment shall be subject to the
approval of the Vancouver Stock Exchange. In the event of such an amendment,
if the Optionee is then an insider of the Company or if this Agreement was
originally approved by the members, such amendment shall also be subject to
the approval of the members of the Company, which approval may have already
been given in the form of a general approval by the members at a general
meeting of the Company preceding the date of the amendment.
12. In the event of any subdivision, consolidation or other change in
the share capital of the Company while any portion of the Option is
outstanding, the number of shares under option to the Optionee and the price
thereof shall be deemed adjusted in accordance with such subdivision,
consolidation or other change in the share capital of the Company as if the
Option had been exercised immediately prior to such subdivision,
consolidation or other change.
13. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the
Optionee in the event the Optionee exercises the Option.
14. Time shall be of the essence of this Agreement.
15. This Agreement shall enure to the benefit of and be binding upon the
Company, its
<PAGE>
4
successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 6.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
---------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
------------------------
- ----------------------------------- CHRIS HALL
<PAGE>
Exhibit 4.7
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 4th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: LYN GUBSTER
603 Beverly Drive
Alexandria, VA
22305-1302
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
1. Subject to paragraphs 2, 6 and 7, for so long as the Optionee shall be
a director, senior officer, employee or permitted consultant of one of the
Related Companies, the Optionee shall have and be entitled to and the Company
hereby grants to the Optionee the option to purchase all or any portion of
25,000 fully paid shares of the Company (the "Optioned Shares") from treasury at
the price of $2.66 per share (the "Option").
2. Subject to the terms and conditions hereinafter set out, the Option
shall not be exercisable before August 1, 2000 and thereafter may be exercised
with respect to all or any part of the Optioned Shares at any time or from time
to time prior to the close of business on October 4, 2004.
3. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
4. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
<PAGE>
2
5. The Option is non-assignable and non-transferable by the Optionee
otherwise than by Will or the law of intestacy and the Option may be exercised
during the lifetime of the Optionee only by the Optionee.
6. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
7. Subject to paragraph 6 hereof, the Option shall cease and become null
and void 30 days after the date that the Optionee ceases to be a director,
senior officer, employee or permitted consultant of any of the Related
Companies.
8. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
9. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
<PAGE>
3
10. This Agreement is subject to the approval of the Vancouver Stock
Exchange and, if the Optionee is an insider of the Company, the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of this Agreement. In the event that both of the foregoing
approvals have not been received within one year of the date of this Agreement,
this Agreement shall thereafter be null and void and of no further force and
effect.
11. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Vancouver Stock Exchange. In the event of such an amendment, if the Optionee
is then an insider of the Company or if this Agreement was originally approved
by the members, such amendment shall also be subject to the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
12. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
13. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
14. Time shall be of the essence of this Agreement.
15. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 6.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
------------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- ----------------------------------- --------------------------
LYN GUBSTER
<PAGE>
Exhibit 4.8
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 4th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: MICHELLE MACGREGOR
4225 Quesner Drive
Vancouver, BC
V6L 2X5
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants and agreements herein contained the parties hereto covenant and
agree as follows:
1. From the date hereof and, subject to paragraphs 5 and 6, for so long as
the Optionee shall be a director, senior officer, employee or permitted
consultant of one of the Related Companies, the Optionee shall have and be
entitled to and the Company hereby grants to the Optionee the option to
purchase, on or before October 4, 2004, all or any portion of 20,000 fully paid
shares of the Company from treasury at the price of $2.66 per share (the
"Option").
2. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
3. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
4. The Option is non-assignable and non-transferable by the Optionee
otherwise than by
<PAGE>
2
Will or the law of intestacy and the Option may be exercised during the
lifetime of the Optionee only by the Optionee.
5. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
6. Subject to paragraph 5 hereof, the Option shall cease and become null
and void 30 days after the Optionee ceases to be a director, senior officer,
employee or permitted consultant of any of the Related Companies.
7. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
8. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
9. This Agreement is subject to the approval of the Vancouver Stock
Exchange and, if the
<PAGE>
3
Optionee is an insider of the Company, the approval of the members of the
Company, which approval may have already been given in the form of a general
approval by the members at a general meeting of the Company preceding the
date of this Agreement. In the event that both of the foregoing approvals
have not been received within one year of the date of this Agreement, this
Agreement shall thereafter be null and void and of no further force and
effect.
10. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Vancouver Stock Exchange. In the event of such an amendment, if the Optionee
is then an insider of the Company or if this Agreement was originally approved
by the members, such amendment shall also be subject to the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
11. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
12. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
13. Time shall be of the essence of this Agreement.
14. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 5.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
------------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- ----------------------------------- ---------------------------
MICHELLE MACGREGOR
<PAGE>
Exhibit 4.9
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 4th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: JOHN DYKSTRA
2706 Point Grey Road
Vancouver, BC
V6K 1A6
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants and agreements herein contained the parties hereto covenant and
agree as follows:
1. From the date hereof and, subject to paragraphs 5 and 6, for so long as
the Optionee shall be a director, senior officer, employee or permitted
consultant of one of the Related Companies, the Optionee shall have and be
entitled to and the Company hereby grants to the Optionee the option to
purchase, on or before October 4, 2004, all or any portion of 20,000 fully paid
shares of the Company from treasury at the price of $2.66 per share (the
"Option").
2. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
3. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
4. The Option is non-assignable and non-transferable by the Optionee
otherwise than by
<PAGE>
2
Will or the law of intestacy and the Option may be exercised during the
lifetime of the Optionee only by the Optionee.
5. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
6. Subject to paragraph 5 hereof, the Option shall cease and become null
and void 30 days after the Optionee ceases to be a director, senior officer,
employee or permitted consultant of any of the Related Companies.
7. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
8. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
9. This Agreement is subject to the approval of the Vancouver Stock
Exchange and, if the
<PAGE>
3
Optionee is an insider of the Company, the approval of the members of the
Company, which approval may have already been given in the form of a general
approval by the members at a general meeting of the Company preceding the
date of this Agreement. In the event that both of the foregoing approvals
have not been received within one year of the date of this Agreement, this
Agreement shall thereafter be null and void and of no further force and
effect.
10. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Vancouver Stock Exchange. In the event of such an amendment, if the Optionee
is then an insider of the Company or if this Agreement was originally approved
by the members, such amendment shall also be subject to the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
11. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
12. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
13. Time shall be of the essence of this Agreement.
14. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 5.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
------------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- ----------------------------------- ----------------------------
JOHN DYKSTRA
<PAGE>
Exhibit 4.10
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 4th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: NEELAM DHAT
6020 Kathleen Avenue
Burnaby, BC
V5H 2S6
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants and agreements herein contained the parties hereto covenant and
agree as follows:
1. From the date hereof and, subject to paragraphs 5 and 6, for so long as
the Optionee shall be a director, senior officer, employee or permitted
consultant of one of the Related Companies, the Optionee shall have and be
entitled to and the Company hereby grants to the Optionee the option to
purchase, on or before October 4, 2004, all or any portion of 20,000 fully paid
shares of the Company from treasury at the price of $2.66 per share (the
"Option").
2. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
3. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
4. The Option is non-assignable and non-transferable by the Optionee
otherwise than by
<PAGE>
2
Will or the law of intestacy and the Option may be exercised during the
lifetime of the Optionee only by the Optionee.
5. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
6. Subject to paragraph 5 hereof, the Option shall cease and become null
and void 30 days after the Optionee ceases to be a director, senior officer,
employee or permitted consultant of any of the Related Companies.
7. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
8. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
9. This Agreement is subject to the approval of the Vancouver Stock
Exchange and, if the
<PAGE>
3
Optionee is an insider of the Company, the approval of the members of the
Company, which approval may have already been given in the form of a general
approval by the members at a general meeting of the Company preceding the
date of this Agreement. In the event that both of the foregoing approvals
have not been received within one year of the date of this Agreement, this
Agreement shall thereafter be null and void and of no further force and
effect.
10. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Vancouver Stock Exchange. In the event of such an amendment, if the Optionee
is then an insider of the Company or if this Agreement was originally approved
by the members, such amendment shall also be subject to the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
11. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
12. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
13. Time shall be of the essence of this Agreement.
14. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 5.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
------------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- ----------------------------------- ---------------------------
NEELAM DHAT
<PAGE>
Exhibit 4.11
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 4th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: ROBERT DRESKAI
201 - 1075 Bayclay Street
Vancouver, BC
V6E 1G5
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants and agreements herein contained the parties hereto covenant and
agree as follows:
1. From the date hereof and, subject to paragraphs 5 and 6, for so long as
the Optionee shall be a director, senior officer, employee or permitted
consultant of one of the Related Companies, the Optionee shall have and be
entitled to and the Company hereby grants to the Optionee the option to
purchase, on or before October 4, 2004, all or any portion of 10,000 fully paid
shares of the Company from treasury at the price of $2.66 per share (the
"Option").
2. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
3. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
4. The Option is non-assignable and non-transferable by the Optionee
otherwise than by
<PAGE>
2
Will or the law of intestacy and the Option may be exercised during the
lifetime of the Optionee only by the Optionee.
5. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
6. Subject to paragraph 5 hereof, the Option shall cease and become null
and void 30 days after the Optionee ceases to be a director, senior officer,
employee or permitted consultant of any of the Related Companies.
7. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
8. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
9. This Agreement is subject to the approval of the Vancouver Stock
Exchange and, if the
<PAGE>
3
Optionee is an insider of the Company, the approval of the members of the
Company, which approval may have already been given in the form of a general
approval by the members at a general meeting of the Company preceding the
date of this Agreement. In the event that both of the foregoing approvals
have not been received within one year of the date of this Agreement, this
Agreement shall thereafter be null and void and of no further force and
effect.
10. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Vancouver Stock Exchange. In the event of such an amendment, if the Optionee
is then an insider of the Company or if this Agreement was originally approved
by the members, such amendment shall also be subject to the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
11. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
12. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
13. Time shall be of the essence of this Agreement.
14. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 5.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
----------------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- --------------------------------------- ------------------------------
ROBERT DRESKAI
<PAGE>
Exhibit 4.12
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 4th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: VINCE TAYLOR
110 College Court
New Westminster, BC
V3L 1K9
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary
of the Company (together the "Related Companies"), and the parties have
agreed to enter into this Incentive Stock Option Agreement on the terms and
conditions hereinafter set forth to provide incentive to the Optionee in
acting in such capacity;
1. Subject to paragraphs 2, 6 and 7, for so long as the Optionee shall
be a director, senior officer, employee or permitted consultant of one of the
Related Companies, the Optionee shall have and be entitled to and the Company
hereby grants to the Optionee the option to purchase all or any portion of
100,000 fully paid shares of the Company (the "Optioned Shares") from
treasury at the price of $2.66 per share (the "Option").
2. Subject to the terms and conditions hereinafter set out, the Option
shall not be exercisable before December 31, 1999 and thereafter may be
exercised with respect to all or any part of the Optioned Shares at any time
or from time to time prior to the close of business on October 4, 2004.
3. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When
such payment is received, the Company covenants and agrees to issue and
deliver to the Optionee share certificates for the number of shares so
purchased.
4. This is an option agreement only and does not impose upon the
Optionee any obligation to take up and pay for any of the shares under the
Option.
<PAGE>
2
5. The Option is non-assignable and non-transferable by the Optionee
otherwise than by Will or the law of intestacy and the Option may be
exercised during the lifetime of the Optionee only by the Optionee.
6. If the Optionee should die while a director, senior officer,
employee or permitted consultant of one of the Related Companies, the Option
may then be exercised by the Optionee's legal heirs or personal
representatives to the same extent as if the Optionee were alive and acting
in such capacity, for a period of one year after the Optionee's death but
only for such shares as the Optionee could have received upon due exercise at
the date of death.
7. Subject to paragraph 6 hereof, the Option shall cease and become
null and void 30 days after the date that the Optionee ceases to be a
director, senior officer, employee or permitted consultant of any of the
Related Companies.
8. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the
Related Companies, then he is, with respect to that
company, an individual who is:
(i) considered an employee under the INCOME TAX ACT,
for whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who
works full-time for the Company providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the detail and methods of work as an employee of
the company, but for whom income tax deductions
are not made a source; or
(iii) a part-time dependent contractor, i.e. one who
works for the company on a continuing and regular
basis for a minimum amount of time per week
providing services normally provided by an
employee and is subject to the same control and
direction by the company over the details and
methods of work as an employee of the company, but
for whom income tax deductions are not made at
source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
9. If the Option is granted to the Optionee in the capacity of employee
of the Company, the Company hereby represents that the Optionee is a BONA
FIDE employee of the Company.
<PAGE>
3
10. This Agreement is subject to the approval of the Vancouver Stock
Exchange and, if the Optionee is an insider of the Company, the approval of
the members of the Company, which approval may have already been given in the
form of a general approval by the members at a general meeting of the Company
preceding the date of this Agreement. In the event that both of the foregoing
approvals have not been received within one year of the date of this
Agreement, this Agreement shall thereafter be null and void and of no further
force and effect.
11. This Agreement may only be amended by an instrument in writing
signed by the parties hereto, and such amendment shall be subject to the
approval of the Vancouver Stock Exchange. In the event of such an amendment,
if the Optionee is then an insider of the Company or if this Agreement was
originally approved by the members, such amendment shall also be subject to
the approval of the members of the Company, which approval may have already
been given in the form of a general approval by the members at a general
meeting of the Company preceding the date of the amendment.
12. In the event of any subdivision, consolidation or other change in
the share capital of the Company while any portion of the Option is
outstanding, the number of shares under option to the Optionee and the price
thereof shall be deemed adjusted in accordance with such subdivision,
consolidation or other change in the share capital of the Company as if the
Option had been exercised immediately prior to such subdivision,
consolidation or other change.
13. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the
Optionee in the event the Optionee exercises the Option.
14. Time shall be of the essence of this Agreement.
15. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's
personal representatives to the extent provided in paragraph 6.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
---------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
------------------------
- -------------------------------- VINCE TAYLOR
<PAGE>
Exhibit 4.13
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 20th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: AL UNGER
7500 Arnold Road
Chilliwack, BC
V2R 4J7
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
1. Subject to paragraphs 2, 6 and 7, for so long as the Optionee shall be
a director, senior officer, employee or permitted consultant of one of the
Related Companies, the Optionee shall have and be entitled to and the Company
hereby grants to the Optionee the option to purchase all or any portion of
10,000 fully paid shares of the Company (the "Optioned Shares") from treasury at
the price of $2.78 per share (the "Option").
2. Subject to the terms and conditions hereinafter set out, the Option
shall not be exercisable before January 4, 2000 and thereafter may be exercised
with respect to all or any part of the Optioned Shares at any time or from time
to time prior to the close of business on October 20, 2004.
3. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
4. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
<PAGE>
2
5. The Option is non-assignable and non-transferable by the Optionee
otherwise than by Will or the law of intestacy and the Option may be exercised
during the lifetime of the Optionee only by the Optionee.
6. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
7. Subject to paragraph 6 hereof, the Option shall cease and become null
and void 30 days after the date that the Optionee ceases to be a director,
senior officer, employee or permitted consultant of any of the Related
Companies.
8. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
9. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
<PAGE>
3
10. This Agreement is subject to the approval of the Canadian Venture
Exchange and, if the Optionee is an insider of the Company, the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of this Agreement. In the event that both of the foregoing
approvals have not been received within one year of the date of this Agreement,
this Agreement shall thereafter be null and void and of no further force and
effect.
11. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Canadian Venture Exchange. In the event of such an amendment, if the
Optionee is then an insider of the Company or if this Agreement was originally
approved by the members, such amendment shall also be subject to the approval of
the members of the Company, which approval may have already been given in the
form of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
12. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
13. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
14. Time shall be of the essence of this Agreement.
15. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 6.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
----------------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- --------------------------------------- -----------------------------
AL UNGER
<PAGE>
Exhibit 4.14
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 20th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: ED VANDRIMMELEN
5 - 45712 Watson Road
Sardis, BC
V2R 5L5
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
1. Subject to paragraphs 2, 6 and 7, for so long as the Optionee shall be
a director, senior officer, employee or permitted consultant of one of the
Related Companies, the Optionee shall have and be entitled to and the Company
hereby grants to the Optionee the option to purchase all or any portion of
10,000 fully paid shares of the Company (the "Optioned Shares") from treasury at
the price of $2.78 per share (the "Option").
2. Subject to the terms and conditions hereinafter set out, the Option
shall not be exercisable before January 4, 2000 and thereafter may be exercised
with respect to all or any part of the Optioned Shares at any time or from time
to time prior to the close of business on October 20, 2004.
3. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
4. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
<PAGE>
2
5. The Option is non-assignable and non-transferable by the Optionee
otherwise than by Will or the law of intestacy and the Option may be exercised
during the lifetime of the Optionee only by the Optionee.
6. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
7. Subject to paragraph 6 hereof, the Option shall cease and become null
and void 30 days after the date that the Optionee ceases to be a director,
senior officer, employee or permitted consultant of any of the Related
Companies.
8. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
9. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
<PAGE>
3
10. This Agreement is subject to the approval of the Canadian Venture
Exchange and, if the Optionee is an insider of the Company, the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of this Agreement. In the event that both of the foregoing
approvals have not been received within one year of the date of this Agreement,
this Agreement shall thereafter be null and void and of no further force and
effect.
11. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Canadian Venture Exchange. In the event of such an amendment, if the
Optionee is then an insider of the Company or if this Agreement was originally
approved by the members, such amendment shall also be subject to the approval of
the members of the Company, which approval may have already been given in the
form of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
12. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
13. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
14. Time shall be of the essence of this Agreement.
15. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 6.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
----------------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- --------------------------------------- ---------------------------------
ED VANDRIMMELEN
<PAGE>
Exhibit 4.15
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 20th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: TONY DREZET
3224 St. John's Street
Port Moody, BC
V3H 2C9
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
1. Subject to paragraphs 2, 6 and 7, for so long as the Optionee shall be
a director, senior officer, employee or permitted consultant of one of the
Related Companies, the Optionee shall have and be entitled to and the Company
hereby grants to the Optionee the option to purchase all or any portion of
10,000 fully paid shares of the Company (the "Optioned Shares") from treasury at
the price of $2.78 per share (the "Option").
2. Subject to the terms and conditions hereinafter set out, the Option
shall not be exercisable before January 4, 2000 and thereafter may be exercised
with respect to all or any part of the Optioned Shares at any time or from time
to time prior to the close of business on October 20, 2004.
3. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
4. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
<PAGE>
2
5. The Option is non-assignable and non-transferable by the Optionee
otherwise than by Will or the law of intestacy and the Option may be exercised
during the lifetime of the Optionee only by the Optionee.
6. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
7. Subject to paragraph 6 hereof, the Option shall cease and become null
and void 30 days after the date that the Optionee ceases to be a director,
senior officer, employee or permitted consultant of any of the Related
Companies.
8. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
9. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
<PAGE>
3
10. This Agreement is subject to the approval of the Canadian Venture
Exchange and, if the Optionee is an insider of the Company, the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of this Agreement. In the event that both of the foregoing
approvals have not been received within one year of the date of this Agreement,
this Agreement shall thereafter be null and void and of no further force and
effect.
11. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Canadian Venture Exchange. In the event of such an amendment, if the
Optionee is then an insider of the Company or if this Agreement was originally
approved by the members, such amendment shall also be subject to the approval of
the members of the Company, which approval may have already been given in the
form of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
12. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
13. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
14. Time shall be of the essence of this Agreement.
15. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 6.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
------------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- ----------------------------------- ---------------------------
TONY DREZET
<PAGE>
Exhibit 4.16
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 20th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: GARY MOUNTS
3220 Carroll Road
Huntingtown, MD
20639
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary
of the Company (together the "Related Companies"), and the parties have
agreed to enter into this Incentive Stock Option Agreement on the terms and
conditions hereinafter set forth to provide incentive to the Optionee in
acting in such capacity;
1. Subject to paragraphs 2, 6 and 7, for so long as the Optionee shall
be a director, senior officer, employee or permitted consultant of one of the
Related Companies, the Optionee shall have and be entitled to and the Company
hereby grants to the Optionee the option to purchase all or any portion of
5,000 fully paid shares of the Company (the "Optioned Shares") from treasury
at the price of $2.78 per share (the "Option").
2. Subject to the terms and conditions hereinafter set out, the Option
shall not be exercisable before November 1, 2000 and thereafter may be
exercised with respect to all or any part of the Optioned Shares at any time
or from time to time prior to the close of business on October 20, 2004.
3. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When
such payment is received, the Company covenants and agrees to issue and
deliver to the Optionee share certificates for the number of shares so
purchased.
4. This is an option agreement only and does not impose upon the
Optionee any obligation to take up and pay for any of the shares under the
Option.
<PAGE>
2
5. The Option is non-assignable and non-transferable by the Optionee
otherwise than by Will or the law of intestacy and the Option may be
exercised during the lifetime of the Optionee only by the Optionee.
6. If the Optionee should die while a director, senior officer,
employee or permitted consultant of one of the Related Companies, the Option
may then be exercised by the Optionee's legal heirs or personal
representatives to the same extent as if the Optionee were alive and acting
in such capacity, for a period of one year after the Optionee's death but
only for such shares as the Optionee could have received upon due exercise at
the date of death.
7. Subject to paragraph 6 hereof, the Option shall cease and become
null and void 30 days after the date that the Optionee ceases to be a
director, senior officer, employee or permitted consultant of any of the
Related Companies.
8. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the
Related Companies, then he is, with respect to that
company, an individual who is:
(i) considered an employee under the INCOME TAX ACT,
for whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who
works full-time for the Company providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the detail and methods of work as an employee of
the company, but for whom income tax deductions
are not made a source; or
(iii) a part-time dependent contractor, i.e. one who
works for the company on a continuing and regular
basis for a minimum amount of time per week
providing services normally provided by an
employee and is subject to the same control and
direction by the company over the details and
methods of work as an employee of the company, but
for whom income tax deductions are not made at
source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
9. If the Option is granted to the Optionee in the capacity of employee
of the Company, the Company hereby represents that the Optionee is a BONA
FIDE employee of the Company.
<PAGE>
3
10. This Agreement is subject to the approval of the Canadian Venture
Exchange and, if the Optionee is an insider of the Company, the approval of
the members of the Company, which approval may have already been given in the
form of a general approval by the members at a general meeting of the Company
preceding the date of this Agreement. In the event that both of the foregoing
approvals have not been received within one year of the date of this
Agreement, this Agreement shall thereafter be null and void and of no further
force and effect.
11. This Agreement may only be amended by an instrument in writing
signed by the parties hereto, and such amendment shall be subject to the
approval of the Canadian Venture Exchange. In the event of such an amendment,
if the Optionee is then an insider of the Company or if this Agreement was
originally approved by the members, such amendment shall also be subject to
the approval of the members of the Company, which approval may have already
been given in the form of a general approval by the members at a general
meeting of the Company preceding the date of the amendment.
12. In the event of any subdivision, consolidation or other change in
the share capital of the Company while any portion of the Option is
outstanding, the number of shares under option to the Optionee and the price
thereof shall be deemed adjusted in accordance with such subdivision,
consolidation or other change in the share capital of the Company as if the
Option had been exercised immediately prior to such subdivision,
consolidation or other change.
13. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the
Optionee in the event the Optionee exercises the Option.
14. Time shall be of the essence of this Agreement.
15. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's
personal representatives to the extent provided in paragraph 6.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
---------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
--------------------------------
- -------------------------------- GARY MOUNTS
<PAGE>
Exhibit 4.17
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 20th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: VINCE STURNIOLO
13153 Kidwell Field Road
Herndon, VA
20170
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
1. Subject to paragraphs 2, 6 and 7, for so long as the Optionee shall be
a director, senior officer, employee or permitted consultant of one of the
Related Companies, the Optionee shall have and be entitled to and the Company
hereby grants to the Optionee the option to purchase all or any portion of
20,000 fully paid shares of the Company (the "Optioned Shares") from treasury at
the price of $2.78 per share (the "Option").
2. Subject to the terms and conditions hereinafter set out, the Option
shall not be exercisable before October 31, 2000 and thereafter may be exercised
with respect to all or any part of the Optioned Shares at any time or from time
to time prior to the close of business on October 20, 2004.
3. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
4. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
<PAGE>
2
5. The Option is non-assignable and non-transferable by the Optionee
otherwise than by Will or the law of intestacy and the Option may be exercised
during the lifetime of the Optionee only by the Optionee.
6. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
7. Subject to paragraph 6 hereof, the Option shall cease and become null
and void 30 days after the date that the Optionee ceases to be a director,
senior officer, employee or permitted consultant of any of the Related
Companies.
8. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
9. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
<PAGE>
3
10. This Agreement is subject to the approval of the Canadian Venture
Exchange and, if the Optionee is an insider of the Company, the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of this Agreement. In the event that both of the foregoing
approvals have not been received within one year of the date of this Agreement,
this Agreement shall thereafter be null and void and of no further force and
effect.
11. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Canadian Venture Exchange. In the event of such an amendment, if the
Optionee is then an insider of the Company or if this Agreement was originally
approved by the members, such amendment shall also be subject to the approval of
the members of the Company, which approval may have already been given in the
form of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
12. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
13. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
14. Time shall be of the essence of this Agreement.
15. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 6.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
----------------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- --------------------------------------- -------------------------------
VINCE STURNIOLO
<PAGE>
Exhibit 4.18
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 20th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: HARRY LIU
9 - 5291 Oakmount Crescent
Burnaby, BC
V5H 4S7
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants and agreements herein contained the parties hereto covenant and
agree as follows:
1. From the date hereof and, subject to paragraphs 5 and 6, for so long as
the Optionee shall be a director, senior officer, employee or permitted
consultant of one of the Related Companies, the Optionee shall have and be
entitled to and the Company hereby grants to the Optionee the option to
purchase, on or before October 20, 2004, all or any portion of 20,000 fully paid
shares of the Company from treasury at the price of $2.78 per share (the
"Option").
2. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
3. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
<PAGE>
2
4. The Option is non-assignable and non-transferable by the Optionee
otherwise than by Will or the law of intestacy and the Option may be exercised
during the lifetime of the Optionee only by the Optionee.
5. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
6. Subject to paragraph 5 hereof, the Option shall cease and become null
and void 30 days after the Optionee ceases to be a director, senior officer,
employee or permitted consultant of any of the Related Companies.
7. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
8. If the Option is granted to the Optionee in the capacity of employee of
the Company,
<PAGE>
3
the Company hereby represents that the Optionee is a BONA FIDE employee of
the Company.
9. This Agreement is subject to the approval of the Canadian Venture
Exchange and, if the Optionee is an insider of the Company, the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of this Agreement. In the event that both of the foregoing
approvals have not been received within one year of the date of this Agreement,
this Agreement shall thereafter be null and void and of no further force and
effect.
10. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Canadian Venture Exchange. In the event of such an amendment, if the
Optionee is then an insider of the Company or if this Agreement was originally
approved by the members, such amendment shall also be subject to the approval of
the members of the Company, which approval may have already been given in the
form of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
11. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
12. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
13. Time shall be of the essence of this Agreement.
14. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 5.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
----------------------------------
SIGNED, SEALED AND DELIVERED
<PAGE>
4
by the Optionee in the presence of:
"signed"
- --------------------------------------- -----------------------------
HARRY LIU
<PAGE>
Exhibit 4.19
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 20th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: SAVA JURISIC
904 - 1330 Pendrell Street
Vancouver, BC
V6E 1L9
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
1. Subject to paragraphs 2, 6 and 7, for so long as the Optionee shall be
a director, senior officer, employee or permitted consultant of one of the
Related Companies, the Optionee shall have and be entitled to and the Company
hereby grants to the Optionee the option to purchase all or any portion of
20,000 fully paid shares of the Company (the "Optioned Shares") from treasury at
the price of $2.78 per share (the "Option").
2. Subject to the terms and conditions hereinafter set out, the Option
shall not be exercisable before January 20, 2000 and thereafter may be exercised
with respect to all or any part of the Optioned Shares at any time or from time
to time prior to the close of business on October 20, 2004.
3. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
4. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
<PAGE>
2
5. The Option is non-assignable and non-transferable by the Optionee
otherwise than by Will or the law of intestacy and the Option may be exercised
during the lifetime of the Optionee only by the Optionee.
6. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
7. Subject to paragraph 6 hereof, the Option shall cease and become null
and void 30 days after the date that the Optionee ceases to be a director,
senior officer, employee or permitted consultant of any of the Related
Companies.
8. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order
ruling #96/15 issued by the British Columbia Securities
Commission, and the Option is otherwise in accordance with
that blanket order ruling.
9. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
<PAGE>
3
10. This Agreement is subject to the approval of the Canadian Venture
Exchange and, if the Optionee is an insider of the Company, the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of this Agreement. In the event that both of the foregoing
approvals have not been received within one year of the date of this Agreement,
this Agreement shall thereafter be null and void and of no further force and
effect.
11. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Canadian Venture Exchange. In the event of such an amendment, if the
Optionee is then an insider of the Company or if this Agreement was originally
approved by the members, such amendment shall also be subject to the approval of
the members of the Company, which approval may have already been given in the
form of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
12. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
13. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
14. Time shall be of the essence of this Agreement.
15. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 6.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
------------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- ----------------------------------- ---------------------------
SAVA JURISIC
<PAGE>
Exhibit 4.20
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 20th day of October, 1999.
BETWEEN: SIDEWARE SYSTEMS INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(the "Company") OF THE FIRST PART
AND: CHRIS HALL
5905 WoodSorrel Crescent
Burke, VA
22015
(the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary of
the Company (together the "Related Companies"), and the parties have agreed to
enter into this Incentive Stock Option Agreement on the terms and conditions
hereinafter set forth to provide incentive to the Optionee in acting in such
capacity;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants and agreements herein contained the parties hereto covenant and
agree as follows:
1. Subject to paragraphs 2, 6 and 7, for so long as the Optionee shall be
a director, senior officer, employee or permitted consultant of one of the
Related Companies, the Optionee shall have and be entitled to and the Company
hereby grants to the Optionee the option to purchase on or before October 20,
2004, all or any portion of 30,000 fully paid shares of the Company (the
"Optioned Shares") from treasury at the price of $2.78 per share (the "Option").
2. Subject to the terms and conditions hereinafter set out, the Option
shall not be exercisable before May 15, 2000 and thereafter may be exercised as
follows:
(a) as of May 15, 2000, 10,000 of the Optioned Shares will be
eligible for exercise; and
(b) as of September 15, 2000, a further 20,000 of the Optioned
Shares will be eligible
<PAGE>
2
for exercise.
3. The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When such
payment is received, the Company covenants and agrees to issue and deliver to
the Optionee share certificates for the number of shares so purchased.
4. This is an option agreement only and does not impose upon the Optionee
any obligation to take up and pay for any of the shares under the Option.
5. The Option is non-assignable and non-transferable by the Optionee
otherwise than by Will or the law of intestacy and the Option may be exercised
during the lifetime of the Optionee only by the Optionee.
6. If the Optionee should die while a director, senior officer, employee
or permitted consultant of one of the Related Companies, the Option may then be
exercised by the Optionee's legal heirs or personal representatives to the same
extent as if the Optionee were alive and acting in such capacity, for a period
of one year after the Optionee's death but only for such shares as the Optionee
could have received upon due exercise at the date of death.
7. Subject to paragraph 5 hereof, the Option shall cease and become null
and void 30 days after the Optionee ceases to be a director, senior officer,
employee or permitted consultant of any of the Related Companies.
8. The Optionee hereby represents that
(a) he is a bona fide director, senior officer, employee or
permitted consultant of one of the Related Companies, and
(b) if he represents that he is an employee of one of the Related
Companies, then he is, with respect to that company, an
individual who is:
(i) considered an employee under the INCOME TAX ACT, for
whom deductions must be made at source by the
Company; or
(ii) a full-time dependent contractor, i.e. one who works
full-time for the Company providing services normally
provided by an employee and is subject to the same
control and direction by the company over the detail
and methods of work as an employee of the company,
but for whom income tax deductions are not made a
source; or
<PAGE>
3
(iii) a part-time dependent contractor, i.e. one who works
for the company on a continuing and regular basis for
a minimum amount of time per week providing services
normally provided by an employee and is subject to
the same control and direction by the company over
the details and methods of work as an employee of the
company, but for whom income tax deductions are not
made at source, and
(c) if he represents that he is a permitted consultant, he meets
the definition of "permitted consultant" in blanket order ruling #96/15 issued
by the British Columbia Securities Commission, and the Option is otherwise in
accordance with that blanket order ruling.
9. If the Option is granted to the Optionee in the capacity of employee of
the Company, the Company hereby represents that the Optionee is a BONA FIDE
employee of the Company.
10. This Agreement is subject to the approval of the Canadian Venture
Exchange and, if the Optionee is an insider of the Company, the approval of the
members of the Company, which approval may have already been given in the form
of a general approval by the members at a general meeting of the Company
preceding the date of this Agreement. In the event that both of the foregoing
approvals have not been received within one year of the date of this Agreement,
this Agreement shall thereafter be null and void and of no further force and
effect.
11. This Agreement may only be amended by an instrument in writing signed
by the parties hereto, and such amendment shall be subject to the approval of
the Canadian Venture Exchange. In the event of such an amendment, if the
Optionee is then an insider of the Company or if this Agreement was originally
approved by the members, such amendment shall also be subject to the approval of
the members of the Company, which approval may have already been given in the
form of a general approval by the members at a general meeting of the Company
preceding the date of the amendment.
12. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding, the
number of shares under option to the Optionee and the price thereof shall be
deemed adjusted in accordance with such subdivision, consolidation or other
change in the share capital of the Company as if the Option had been exercised
immediately prior to such subdivision, consolidation or other change.
13. The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the Optionee
in the event the Optionee exercises the Option.
14. Time shall be of the essence of this Agreement.
15. This Agreement shall enure to the benefit of and be binding upon the
Company, its
<PAGE>
4
successors and assigns and the Optionee and the Optionee's personal
representatives to the extent provided in paragraph 6.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
SIDEWARE SYSTEMS INC.
Per: "signed"
------------------------------
SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
"signed"
- ----------------------------------- ---------------------------
CHRIS HALL
<PAGE>
March 1, 2000
Sideware Systems Inc.
1600 - 777 Dunsmuir St.
Vancouver, BC
V7Y 1K4
ATTN: Grant Sutherland, Chairman
Dear Sirs:
RE: REGISTRATION STATEMENT ON FORM S-8
We have acted as special counsel to Sideware Systems Inc., a British Columbia
corporation (the "Company"), in connection with legal issues relating to the
issue of shares on the exercise of incentive stock options (individually a
"Stock Option Agreement" and collectively "Stock Option Agreements") set out in
exhibits 4.1 - 4.20 inclusive to the registration statement on Form S-8 signed
by the Company on March 1, 2000, and to be filed under the Securities Act of
1933 (the "Registration Statement").
We have examined the Registration Statement and such other documents and records
of the Company as we have deemed necessary for the purpose of this opinion. In
doing so, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, and the conformity of all documents
submitted to us as copies to the originals.
Based on and subject to the foregoing, we are of the opinion that upon issuance
of shares in the capital of the Company ("Shares") in accordance with the terms
of any one of the Stock Option Agreements, and upon receipt by the Company of
the consideration required for the Shares under the applicable Stock Option
Agreement, the Shares will constitute duly authorized, validly issued, fully
paid, and non-assessable common shares in the capital of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under section 7 of the
Securities Act of 1933.
This opinion is based upon currently existing statutes, rules, regulations and
judicial decisions and we disclaim any obligation to advise you of any change in
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth in this letter.
<PAGE>
-2-
We are opining only as to the matters expressly stated in this letter, and no
opinion should be inferred as to any other matters.
Yours truly,
DALE W. WILCOX, A LAW CORPORATION
Per:
"Paul Hildebrand"
Paul A. Hildebrand
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
The Board of Directors
Sideware Systems Inc.
We consent to the use of our report dated April 15, 1999, except as to note 12
which is as of April 30, 1999, with respect to the consolidated balance sheets
of Sideware Systems Inc. as of December 31, 1998 and April 30, 1998 and the
related consolidated statements of operations and deficit and changes in
financial position for the eight months ended December 31, 1998 and the years
ended April 30, 1998, 1997 and 1996, incorporated by reference in the
registration statement on Form S-8 of Sideware Systems Inc. Our report includes
additional comments for U.S. readers on Canada-U.S. reporting differences with
respect to conditions that cause substantial doubt as to Sideware Systems Inc.'s
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments that might result from the outcome of that
uncertainty.
/s/ "KPMG LLP"
- -------------------------
Chartered Accountants
Vancouver, Canada
March 1, 2000
