UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A-2
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
GLOBALNETCARE, INC.
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(Name of Small Business Issuer in its charter)
Florida (Pending)
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Suite 950 - 2000 McGill College H3A 3H3
Montreal, Quebec, Canada
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, (877) 288 - 4909
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None N/A
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Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $0.001
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF BUSINESS
-----------------------
1.1 Introduction
------------
GlobalNetCare, Inc. (hereinafter referred to as the "Company" or
"GlobalNetCare") operates "GlobalNetCare.com", a health care oriented
internet website that provides interactive medical information to both
healthcare professionals and individuals. The Company's corporate offices
are located at GlobalNetCare, Inc., Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3. The telephone number is (877) 288-4909 and the
facsimile number is (514) 288-6309.
The Company's consolidated financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles.
In this Registration Statement, unless otherwise specified, all dollar
amounts are expressed in United States Dollars. Herein, all references to
"CDN$" refer to Canadian Dollars and all references to common shares refer to
common shares in the capital stock of the Company.
1.2 Business Development of Issuer During Last Three Years
------------------------------------------------------
GlobalNetCare, Inc. was incorporated under the laws of the State of Florida
on October 30, 1980 under the name "C.N.W. Corp." but was inactive and the
Company was not kept in good standing with the Florida Department of State.
The Company was reinstated as active by the Florida Department of State on
July 21, 1998. On July 21, 1998, the name of the Company was changed to
"C.N.W. of Orlando, Inc." and then on January 14, 1999, the name of the
Company was changed to "GlobalNetCare, Inc."
On July 21, 1998, the Company filed restated Articles of Incorporation which
increased its authorized capital from 1,000 common shares to 50,000,000
common shares, changed the par value of its common shares from $1.00 to
$0.001 and also forward split its common shares 1,000 to 1. After the stock
split, the Company's issued and outstanding common shares increased from
1,000 to 1,000,000.
The Company has one wholly owned subsidiary, 3423336 Canada Ltd. ("3423336"),
a corporation formed under the federal laws of Canada on February 3, 1998 and
registered as an extra-provincial company in Quebec on November 23, 1998.
The directors and officers of 3423336 are George M. Tsoukas (Director and
President), Nick Pedafronimos (Director and Secretary) and Patrick Power
(Director), all of whom are also directors of the Company.
1.3 Business of the Company
-----------------------
The Company offers a rich and dynamic array of health and medical information
via its proprietary Virtual Medical Community and information website -
GlobalNetCare.com. The website provides state-of-the-art medical services to
Internet users and offers medical, surgical and pharmacy support at the click
of a button. The "Virtual Medical Community" consists of several
intelligent, interactive "Virtual Medical Centers" that provide health care
professionals
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and people seeking information with an easy-to-use, interactive learning
experience that addresses their subject of concern and creates individual
virtual medical records. The Company's computer system follows and advises
each user on a one to one confidential basis.
1.4 Virtual Medical Centers
-----------------------
The Virtual Medical Centers are a unique "intelligent" interactive system
designed to provide healthcare professionals, individuals with chronic
illnesses and other internet users with an easy-to-use, interactive learning
experience that addresses their specific subject of concern. The system uses
easy to comprehend questions and answers similar to a real patient and doctor
interview. It gathers information on the health status of the patient, which
in turn becomes individualized advice for that specific person. The
"intelligence" aspect of a Virtual Medical Center arises from the fact that
the software program allows the user to learn important information and
responds to the user's queries based upon what it has learned. The more
"choices" a user makes within a Virtual Medical Center, the more the system
learns. Then the system responds to subsequent queries based upon this
accumulated knowledge.
Each Virtual Medical Center provides the most up-to-date medical research and
health information. The Virtual Medical Centers are staffed by a group of
experts who maintain the currency of the information of each centre on a
continuing basis as new research and medical information become available.
Fully deployed, GlobalNetCare.com is composed of multiple Virtual Medical
Centers to deal with specific health issues on a continual basis. There are
five operational Virtual Medical Centers: hypertension, breast disease,
osteoporosis, nutrition and women's health. The Company anticipates that by the
end of the second quarter of 2000, the following Virtual Medical Centers
will be operational: AIDS, cardiovascular diseases, obesity, diabetes,
asthma, emphysema, prostate cancer, lung cancer, smoking and trauma. The
Company anticipates that it will add to its website a minimum one of these
Virtual Medical Centers every two months commencing in October, 1999.
Other Virtual Medical Clinics under development include: diet and
nutrition, dental care, cancer, pregnancy, childhood asthma, sexual
dysfunction, and segmented clinics for mens', childrens' and seniors'
health.As to the balance of the Virtual Medical Centers that
the Company intends to develop, the Company does not have a specific
timetable for completion of these centers but expects that a total of
approximately 25 will be completed and online by the end of 2001.
Each Virtual Medical Center will employ a team of six medical experts overseeing
its content. A highly regarded medical specialist will head the team. The team
leader along with up to five other medical doctors will be responsible for
keeping the subject matter within their Virtual Medical Center current and
readily available to users. Most of the team leaders are intended to be
world-renowned researchers involved in original research. Currently, only two
of the five operational Virtual Medical Centers have team leaders. Dr. Tina
Sampalis, a highly regarded and qualified medical specialist, is the team leader
for the breast disease Virtual Medical Center. Dr. George Tsoukas, a highly
regarded and qualified medical specialist, is the team leader for the
osteoporosis Virtual Medical Center. Dr. David Mulder is the team leader for
the lung cancer Virtual Medical Center and Dr. Ronald Denis is the team leader
for the trauma Virtual Medical Center. Those two Virtual Medical Centers are
still under development. The Company is presently searching for other highly
regarded medical specialists to lead the other Virtual Medical Centers.
Currently, there are no team leaders or other doctors, apart from Dr. David
Mulder, which the Company considers to be "world-renowned researchers involved
in original research". The term "original research" refers to new and unique
investigations conducted in a specific medical area or in connection with a
specific disease. The Company intends to engage "world-renowned" doctors by
offering attractive compensation packages consisting of cash and/or options to
purchase the Company's common shares. In addition, the Company intends to use
the network of personal contacts and reputations of Dr. George Tsoukas and Dr.
David Mulder to locate such doctors and anticipates that the uniqueness of the
Pythian system and the Company's website will assist in attracting such
doctors.
The "Pythian System", at the heart of each of the Virtual Medical Centers, is
the Company's proprietary "expert software system" which navigates users
through the medical subject matter with pertinent questions in order to
arrive at the appropriate risk analysis and treatment suggestions for each
individual user. By using the Pythian System, each patient will have an
individualized approach to his or her illness. This proprietary system will
"intelligently" control interaction between the user and the Virtual Medical
Centers in which the computer alone will be able to obtain personal
information from the user and store it in the form of a secure confidential
electronic medical record. With permission of the user, physicians,
hospitals, clinics, insurance companies and others can download this record
as a virtual electronic medical record for use. In addition to normal uses,
it is anticipated that this type of service will be invaluable to travellers
and persons employed outside their home city or country who otherwise have
difficulty accessing necessary information pertaining to their own health.
The "intelligent aspect" of the Pythian System is the inference engine, a
software program that given a case description (ie. answers to questions
posed), uses the information in the knowledge base to generate new
information about the case. In the case of the Virtual Medical Centers, the
generated information becomes the virtual file and includes the treatment
suggestions and diagnosis.
One of the most valuable aspects of the Pythian System is the follow-up
service. Here, the user obtains valuable information on how to deal with
his/her disease on a day to day basis. The user will also be guided on ways
to improve his/her health in other areas such as nutrition, psychology and
exercise. The aim is to become the patient's electronic medical advisor.
All information on the site and in the Virtual Medical Center is free-to-view
and use for anyone who wishes to develop a personal healthcare file, use the
site as a professional resource, or as an ongoing treatment or maintenance
tool.
Since the Pythian system is an original work (ie. not copied from another
person's work) it is automatically subject to copyright protection under the
Canadian Copyright Act as a literary work. The same protection applies in the
United States and other Berne Convention countries. The Company has not taken
any steps to otherwise patent or trademark the Pythian system, but is currently
investigating the feasibility of patenting the Pythian system. The Company has
however obtained an assignment of all intellectual property rights from all
directors of the Company including Mr. Patrick Power, Dr. George Tsoukas, Mr.
Nick Pedafronimous, Dr. Chris Kokkalis and Dr. David Mulder. The Company does
not intend to license the system to other internet companies.
Users of the website become members by creating a unique username and password.
Only members can create a file that contains personal medical information. By
having users of GlobalNetCare.com create a unique username and password in order
to access personal medical information, the Company ensures that personal
medical information is kept secure and confidential. When a user visits the
Company's website, the user visits a secure server (the "Outside Server"). Once
a validation check is completed by using the user's unique username and
password, the user is permitted to access a network of servers (the "Protected
Servers") which host the confidential medical information and the rest of the
Company's website. To prevent the personal medical information of users from
being accessed by unauthorized persons (ie. hackers), the Company has
implemented a 128 bit encryption technology system. This technology encrypts
and decrypts messages sent by and to users by scrambling the text or other data
of such messages and then restoring them into their original form so that only
the intended recipient can read the e-mail message. The whole system is
protected by a firewall. A firewall is a system that enforces an access control
policy between the Outside Server and the Protected Servers and prevents
unauthorized users (ie. hackers) from accessing the Company's network of
servers. The firewall notifies the Company's system administrator of
unauthorized access attempts and provides a log of all authorized accesses to
the system. All of the Company's servers are also protected by antivirus
software and a back up copy of all information stored on the servers is made
daily.
1.5 Doctor and Senior Doctor Consultations
--------------------------------------
Commencing in fall 1999, users of GlobalNetCare.com will have the option of
having a live, on-line consultation with a medical doctor at no charge or with a
medical specialist for a fee. The Company anticipates that this service will
be available by the end of October, 1999 and intends to initially offer the
service between 5 p.m. and 8 p.m. (eastern standard time). Depending on the
demand for this service, the Company may increase the number of hours per
day that this service is offered. The Company will begin with six in-house
doctors. The Company estimates that the number of doctors will increase as
the user demand for this service increases. Based on the Company's projected
demand for this service, it estimates that the number of on-line doctors
may increase up to twenty over the following year. Based on the Company's
five year projections (until the end of 2003) of the demand for this service,
it anticipates that it will increase the number of on-line doctors to thirty
five by the end of 2000 and that this number of doctors will be sufficient to
handle the demand for this service until the end of 2003. As stated above,
this service will start being offered at certain hours only. Depending on
the demand for this service, more doctors may be needed to satisfy the
demand. To start, the service will be offered between 5 p.m. and 8 p.m.
(eastern standard time) and depending on the demand, the number of hours may
increase and the times offered may expand. If a medical specialist is
needed, then the user will have to be a member of GlobalNetCare.com
and will initially pay $150 for up to thirty minutes of consultation
with such medical specialists. The doctors will not prescribe
medicines or drugs over the Internet.
1.6 Virtual Surgical Centre
-----------------------
A Virtual Surgical Center is under development and in the future will provide
surgeons around the world with a "dedicated GlobalNetCare server" enabling
them to perform or direct a technologically secure, on-line surgical
procedure (the server is the "on-line link" between the doctor "directing"
the procedure in one location and a robot "performing" the procedure in
another location). Certain U.S. robotics manufacturers developed the
technology and individual doctors can purchase rights to these procedures.
GlobalNetCare will provide the connection through the Internet between the
surgeon and the patient. The Company anticipates that service will generate
worldwide publicity for global brand awareness, as well as market
differentiation from other on-line medical websites. Since the robotic
surgery is such a new and innovative technology, the Company
anticipates that successful demonstrations of such online surgeries
will generate world-wide publicity and attention for the Company's
website. An actual surgical procedure performed from a remote site by a
robot using remote directions will be newsworthy. Since the Company
intends to be one of the few companies offering such a service, the
Company anticipates that the launch of this service will provide
public attention for its website and differentiate it from other
on-line medical websites.
The Company does not currently have any agreements with any companies or
robotics manufacturers to provide the internet connection required for the
Virtual Surgical Center. Since this technology is new and still in its infancy,
the Company anticipates it will begin offering this service by the end of 2000.
However, both the internet connection and the robotics are currently
commercially available.
At the present time, there is a very small or no market for on-line robotic
surgery. The technology is still in its infancy and is in the final stages of
development and testing. Although the Company believes that on-line surgery
will be accepted by the market, there can be no assurance that on-line surgery
will ever gain market acceptance.
1.7 Doctor Directory
----------------
The Doctor Directory is a worldwide directory of doctors including general
practitioners and specialists. By the first quarter of 2000, users will be
able to review doctors' credentials and have the option to contact the
doctors via e-mail, telephone or link to a doctor's website. Each doctor
will pay a small monthly fee to be listed in the Doctor Directory and will
receive a webpage, link or lead service and other membership services on a
month by month basis. This aspect of GlobalNetCare's business is currently
at the concept stage. Once the Doctor Directory service is available to
users, the Doctor Directory will disclose that the participating doctors
have pad a fee of $100 to be listed in the Doctor Directory.
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1.8 GlobalNetCare Pharmacy
----------------------
The GlobalNetCare Pharmacy will operate through strategic alliances with
existing on-line pharmacies. The GlobalNetCare Pharmacy will provide users
access to thousands of over-the-counter health and personal care products
from the comfort of their home - anywhere in North America - and eventually,
the world. The Company will not, however, fill any orders for prescription
drugs. Other items that will be offered are CD-ROMS and books. The Company
will offer product descriptions beginning in September 1999, with e-commerce
and transactions capability slated for completion by January 2000. The
Company anticipates that it will also generate revenue within the Pharmacy by
selling banner advertising and through product sponsorship agreements.
1.9 Product Pages
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The user will also be directed to information provided by pharmaceutical
companies that describe their products. These "product pages" will be paid
advertising by medical related product manufacturers and will be a major
source of the Company's revenue. Pharmaceutical companies in particular will
be able, through this medium, to target audiences specifically interested in
a particular solution to a specific medical condition.
The Company will provide direct links to pharmaceutical companies' websites and
expects to establish up to five links by the end of December, 1999. The Company
is in discussions with various pharmaceutical companies but has not completed
any agreements. The Company intends to charge these pharmaceutical companies
five percent of any revenues generated by the users which link from the
Company's website to the pharmaceutical companies' websites. Five percent is
the same percentage that the Company currently has contracted with Amazon.com.
The Company anticipates that the revenues generated by these links will
constitute up to 50% of the Company's revenues for the period ending December
31, 1999, and the following fiscal year.
1.10 Competition
-----------
The Company believes that, at present, there is no direct comparable
competition. There are various other websites that provide health-related
information and online pharmacies on the Internet. These include:
Cyberdocs.com, Mediconsult.com, DrKoop.com, raytel.com, yourhealth.com,
Betterhealth.com, stayhealthy.com, Healthdesk.com, Healthtouch.com,
Imaginis.com, AHD.com, Managedcareregister.com, Drugstore.com,
MotherNature.com, PlanetRx.com, Soma.com and Smed.com.
Many of these websites offer health related information but none offer the
complete range of services that are offered by the Company. There is
currently no other interactively or personalized care offered. GlobalNetCare
is unique in that it provides a fully interactive medical response program -
GlobalNetCare's proprietary Pythian system. By interacting with this system
an electronic medical record is created that can be constantly updated and
maintained throughout a user's visits. This consistency means GlobalNetCare
can give superior service and constantly address each specific user's
questions as they proceed through the interactive system.
What sets GlobalNetCare apart from any competition is the ability to match a
user's needs with the Pythian System response, to build a medical record, and
then to direct the user to the GlobalNetCare Pharmacy. GlobalNetCare also
believes that its website contains superior information because of the years
of research, and because of the quality of the medical professionals
involved. The Company also has free on-line consultations with medical
doctors.
The years of research included in developing the system include the years of
research conducted by Dr. George Tsoukas and Dr. Chris Kokkalis. During the
period from 1990 to 1994, Dr. Tsoukas was involved in the development of an
expert computer system for AIDS patients. The system was intended to analyze
all of the medical information about a particular patient, including
consideration of the numerous medications administered to AIDS patients, and
provide treatment "conclusions" to the doctor and the patient based on the
author's programming of the system. The system was intended to operate on a
CD-Rom, but was never completed. In 1994, Dr. Tsoukas was involved in research
regarding the development of a similar expert system on CD-Rom for diabetes
patients. A CD-Rom was actually produced but never commercially marketed. In
1995 to 1998, Dr. Tsoukas conducted further research and development on an
expert system that would obtain information from a patient through the use of
questions and answers and then assist the doctor and patient with diagnosis and
treatment advice. From 1990 to 1996, Dr. Kokkalis was independently involved in
the development of a similar goal driven expert computer shell system. In 1998,
Dr. Tsoukas combined his years of research with the computer and internet
expertise offered by Dr. Chris Kokkalis and together they developed the Pythian
system for internet use. The years of research that went into developing the
Pythian system and the Pythian system itself makes the Company's website
superior because it provides users with an interactive diagnosis and treatment
system which, to the knowledge of the Company, is not currently available on any
other on-line medical websites.
Transactional health portals are sites where you can purchase health and
beauty products, over-the-counter drugs, vitamins and drugs. Thus far, no
one has pharmacists or doctors to answer user's questions but plans are in
the works for such a service. There is no "in-store assistance" with current
existing on-line services. GlobalNetCare will make recommendations based on a
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personalized care approach for the products that each user should obtain for
their specific health concerns. This complementary approach to healthcare
and pharmacy is new on the Internet.
1.11 Current or Proposed Government Regulation
-----------------------------------------
The Company is aware that U.S. Congress is currently considering proposed
legislation that would establish a new federal standard for protection and
use of health information. In addition, there are laws of other countries
which govern the use of and disclosure of health information. The Company is
constantly monitoring changes in laws that may affect their operations but
any new laws or changes in current laws may necessitate costly adaptations to
the Company's systems and may necessitate a change in the way the Company's
business operates.
Existing U.S. legislation in relation to privacy of patient information is a
patchwork of federal and state legislation. Most of these laws predate the
Internet and therefore do not specifically address online activities. However,
the U.S. Congress is currently considering several bills that would amend or
replace this existing legislation. The Data Privacy Act of 1997 provides for
the establishment of a computer interactive services industry working group
which shall establish voluntary guidelines:
(a) limiting the collection and use, for commercial marketing, of personal
information obtained from individuals through any interactive computer
service;
(b) relating to the distribution of unsolicited commercial electronic
mail; and
(c) providing incentives for following such guidelines.
The Data Privacy Act of 1997 will prohibit activities including the commercial
marketing use of any personal health and medical information obtained through an
interactive computer service unless:
(a) the person has obtained prior consent of the individual to whom
such information relates for such use; or
(b) such use is otherwise authorized by law.
The Patient Protection Act, Managed Care Reform Act of 1999, Patients Bill of
Rights Act of 1999, Medical Information Protection and Research Enhancement Act
of 1999, Medical Information Protection Act of 1999, and Healthcare Personal
Information Nondisclosure Act of 1999 are some of the acts that include
provisions relating to the protection of patient information. The Patient
Protection Act is particularly relevant as it proposes to amend the Social
Security Act, which provides the current regulations in relation to maintaining
the confidentiality of medical information. It imposes disclosure requirements
on health care providers, who maintain protected health information, to provide
in writing notice of the person's protected health information confidentiality
practices. In addition, the legislation prohibits any health care provider as
part of conducting health care operations from selling or bartering protected
health information. None of these bills have been passed by Congress and
accordingly none have become law.
Both the Canadian Medical Association and the American Medical Association have
guidelines in place relating to the confidentiality and privacy of patient
information. In 1998, the Canadian Medical Association approved the Health
Information Privacy Code, providing for minimum requirements to protect patient
privacy and for the security and confidentiality of patients' heath information.
This Code recognizes a patients right to privacy and imposes a duty upon
physicians and other health professionals to maintain the confidentiality of
patient information unless the patient authorizes a release of the information.
Overall the Code restricts the collection of patient information to that
information necessary for the benefit of the patient. The American Medical
Association has similar guidelines and regulations.
Each state in the United States imposes restrictions on the ability of persons
and corporations to practice medicine. The laws in some states prohibit some
business entities, such as the Company, from practising medicine. These laws
generally prohibit the Company from employing physicians to practice medicine or
from directly furnishing medical care to patients. Each state requires
licensure for the practice of medicine within that state, and some states
consider the receipt of an electronic transmission of selected healthcare
information in that state to be the practice of medicine. These laws restrict
the Company's activities and the extent to which it can provide medical advice
to its members. The Company has tried to ensure that its users are clearly
informed that the Company's services are used as complementary to and not in
substitution for medical advice, much like a radio or television medical show or
a medical column in the print media.
With respect to potential medical malpractice claims, the Company is subject to
the general laws of negligence in both the United States and Canada. The
Canadian Medical Protective Association provides assistance to its doctor
members for legal issues which arise out of their professional duties conducted
in Canada. Accordingly, if any medical advice is given to a user resident in
Canada, then the doctor will receive the protection offered by the Canadian
Medical Protective Association so long as that doctor is a member of the
association. That protection includes legal assistance in the defence of any
lawsuit, advice and legal assistance in connection with any coroner's inquests
and similar inquiries, advice and legal assistance in compliance, discipline and
fitness to practice proceedings, advice and legal assistance in relation to
hospital matters threatening the loss of a staff appointment or practice
privileges, advice and legal assistance in relation to inquiries by or on behalf
of a provincial billing authority, and other related issues. The Company
requires that all doctors who perform online consultations are members of the
Canadian Medical Protective Association. To minimize the exposure of advice
rendered by doctors to users outside of Canada, the Company has obtained an
insurance policy which covers claims made by users resident in Canada, the
United States (and its territories and possessions) and Puerto Rico. The
insurance policy is attached as an exhibit hereto.
1.12 Research and Development
------------------------
The Company estimates that it has spent $600,000 to date on the research and
development of its website. This includes development of its proprietary
"expert software system - the Pythian System".
The GlobalNetCare Internet Medical Expert System (the "IMES") is the
intelligent component of the Company's health centers on its Internet site.
The primary function of the Company's IMES is to create a user's virtual
medical file, and its ultimate objective is to use the user's virtual medical
file, process the information in the inference engine and provide a medical
diagnosis and a risk assessment of the user in question.
The IMES is based on an inference engine that uses information in its
database or supplied by the user to generate new information. The IMES
arrives at a "diagnosis" as imputed by GlobalNetCare's medical teams, based
on the user's responses to questions posed. In addition, treatment
suggestions are provided on the same basis. The medical teams will need to
frequently update the responses to be provided by the IMES.
1.13 Intellectual Property
---------------------
The Company has applied for trademark protection in Canada and the United
States for "GlobalNetCare".
The Company has secured the registration of the domain name
"Globalnetcare.com" with Network Solutions, Inc. (Internet).
1.14 Employees
---------
As of July 30, 1999, the Company had approximately 23 full-time employees,
and 30 consultants. The employees include five in administration, ten
computer programmers and graphic artists and eight medical writers. The
consultants include 21 physicians, two medical writers, four finance
consultants and an exercise physiologist.
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1.15 Reports to Security Holders
---------------------------
Under Florida law, the Company is not required to deliver an annual report to
its shareholders but does intend to voluntarily send an annual report
including its audited financial statements.
1.16 Securities and Exchange Commission's Public Reference
-----------------------------------------------------
Any member of the public may read and copy any materials filed by the Company
with the Securities and Exchange Commission (the "SEC") at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the
SEC.
1.17 Risk Factors
------------
Much of the information included in this Registration Statement includes or is
based upon estimates, projections or other "forward-looking statements". Such
forward looking statements include any projections or estimates made by the
Company and its management in connection with its business operations. While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect the Company's current judgment regarding the
direction of its business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections, assumptions, or other
future performance suggested herein. The Company undertakes no obligation to
update forward-looking statements to reflect events or circumstances occurring
after the date of such statements.
Such estimates, projections or other "forward-looking statements" involve
various risks and uncertainties as outlined below. The Company cautions the
readers that important factors in some cases have affected and, in the
future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates,
projections or other "forward-looking statements". Readers should carefully
consider the following factors in evaluating the Company, its business and
any investment in the Company.
1.18 "Penny Stock" Rules
- ---------------------------
The Company's common shares are subject to rules promulgated by the SEC relating
to "penny stocks," which apply to companies whose shares are not traded on a
national stock exchange or on the NASDAQ system, trade at less than $5.00 per
share, or who do not meet certain other financial requirements specified by the
SEC. These rules require brokers who sell "penny stocks" to persons other than
established customers and "accredited investors" to complete certain
documentation, make suitability inquiries of investors, and provide investors
with certain information concerning the risks of trading in the such penny
stocks. These rules may discourage or restrict the ability of brokers to sell
the Company's common shares and may affect the secondary market for the
Company's common shares. These rules could also hamper the Company's ability to
raise funds in the primary market for the Company's common shares.
1.19 Limited Operating History
-------------------------
The Company initiated its operations in January, 1999. As a result, it only has
a limited operating history on which one can base an evaluation of its business
and prospects. The Company's prospects must be considered in light of the
risks, uncertainties, expenses and difficulties frequently encountered by
companies in their early stages of development, particularly companies in new
and rapidly evolving markets like the one faced by the Company. Some of these
risks and uncertainties relate to the Company's ability to attract and maintain
a large base of users, develop and introduce desirable services and original
content to members and users, establish and maintain strategic alliances with
pharmaceutical, medical and technical supply companies, establish and maintain
relationships with highly qualified and respected doctors, establish and
maintain relationships with advertisers and advertising agencies, respond
effectively to competitive and technological developments, and build an
infrastructure to support the Company's business. The Company cannot be sure
that it will be successful in addressing these risks and uncertainties and its
failure to do so could have a material adverse effect on its financial
condition.
1.20 History of Losses
-----------------
The Company has not achieved profitability and expects to continue to incur
net losses for the foreseeable future and may never become profitable. The
Company has incurred net losses of
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approximately $60,925 during the period from the Company's reinstatement on
July 21, 1998 through December 31, 1998.
The Company's ability to generate significant revenues is uncertain. As its
business evolves, the Company expects to introduce a number of new products
and services. With respect to both current and future product and service
offerings, the Company expects to significantly increase its marketing and
operating expenses in an effort to increase its customer base, enhance its
brand image and support its infrastructure. In order for the Company to make
a profit, its revenues will need to increase significantly to cover these and
other future costs. Even if it becomes profitable, the Company may not
sustain or increase its profits on a quarterly or annual basis in the future.
The Company's short and long-term prospects depend upon establishing and
maintaining strategic alliances with pharmaceutical, medical and technical
supply companies. The Company has projected that a significant portion of its
revenues will be generated from such strategic alliances. Accordingly, the
Company's success is highly dependent on such alliances and the Company may
never generate significant revenues if it does not establish such alliances.
Any adverse developments in the pharmaceutical industry, like an increase in the
use of generic drugs instead of branded drugs or a reduction in the sales and
marketing expenditures of such companies, could have an adverse affect on the
Company's ability to generate revenues.
1.21 Need for Additional Financing
-----------------------------
Based on its current operating plan, the Company anticipates that it will
require additional financing of approximately $1,000,000 by the end of October,
1999 in order to finance the increased promotion and marketing of its website.
In addition, the Company anticipates that by the end of 1999 it will require
additional financing of approximately $3,000,000 to further develop and expand
its website. After that time, the Company may need additional capital or the
Company may need to raise additional capital sooner to fund more rapid
expansion, to develop new or enhanced services or to respond to competitive
pressures.
The Company's ability to continue in business depends upon its continued
ability to obtain financing. There can be no assurance that any such
financing would be available upon terms and conditions acceptable to the
Company, if at all. The inability to obtain additional financing in a
sufficient amount when needed and upon acceptable terms and conditions could
have a material adverse effect upon the Company. Although the Company
believes that it can raise financing sufficient to meet its immediate needs,
it will require funds to finance its development and marketing activities in
the future. There can be no assurance that such funds will be available or
available on terms satisfactory to the Company. If additional funds are
raised by issuing equity securities, further dilution to existing or future
stockholders is likely to result. If adequate funds are not available on
acceptable terms when needed, the Company may be required to delay, scale-
back or eliminate its promotional and marketing campaign or its development
programs. Inadequate funding also could impair the Company's ability to
compete in the marketplace and could result in its dissolution.
1.22 Marketing
---------
The Company has not incurred significant advertising, sales and marketing
expenses to date. To increase awareness for its website, the Company expects to
spend significantly on advertising, sales and marketing in the future. If the
Company's marketing strategy is unsuccessful, it may not be able to recover
these expenses or increase its revenues. The Company will be required to
develop a marketing and sales campaign that will effectively demonstrate the
advantages of its website, services and products. The Company's marketing and
selling experience of its website to date is very limited. The Company may also
elect to enter into agreements or relationships with third parties regarding the
promotion or marketing of its website, products and services. There can be no
assurance that the Company will be able to establish adequate sales and
marketing capabilities, that it will be able to enter into marketing agreements
or relationships with third parties on financially acceptable terms or that any
third parties with whom it enters into such arrangements will be successful in
marketing and promoting the Company's website, products and services.
1.23 Acceptance of the Company and GlobalNetCare.com
-----------------------------------------------
The Company's success is dependent upon achieving significant market acceptance
of its website, products and services by physicians, healthcare professionals
and internet consumers. It cannot guarantee that medical professionals or
internet consumers will accept GlobalNetCare.com, or even the Internet, as a
replacement for traditional sources of healthcare information. Market
acceptance of GlobalNetCare.com depends upon continued growth in the use of the
Internet generally and, in particular, as a source of healthcare information
services for medical professionals and consumers. The Internet may not prove to
be a viable channel for these services because of inadequate development of
necessary infrastructure, such as reliable network backbones, or complimentary
services, such as high-speed modems and security procedures for the transmission
of confidential and private healthcare information, the implementation of
competitive technologies, government regulation or other reasons. Failure to
achieve and maintain market acceptance of GlobalNetCare.com would seriously harm
the Company's business.
Acceptance of GlobalNetCare.com depends on the success of its advertising,
promotional and marketing efforts and the ability to continue to provide
high-quality information to its users of its website. To date, the Company
has not spent a considerable amount on marketing and promotional efforts. To
increase awareness of its website, the Company expects to spend a significant
amount on promotion, marketing and advertising in the future. If these
expenses fail to develop an awareness of GlobalNetCare.com, these expenses
may never be recovered and the Company may never be able to generate future
revenues. In addition, even if awareness of GlobalNetCare increases, the
Company may not be able to increase or maintain the number of members of
GlobalNetCare.com.
1.24 Generating Revenues from Advertising and Alliances
--------------------------------------------------
The Company's future success depends on an increase in the use of the
Internet as an advertising medium. The Company plans to derive a substantial
amount of its revenues from the sale of advertisements and sponsorships on
its website. Advertising on the Internet is new and rapidly evolving and
cannot yet be compared with the traditional advertising market to gauge its
effectiveness. As a result, there is significant uncertainty about the
demand and market acceptance for Internet advertising. The Company cannot
predict how its potential advertising customers and sponsors will ultimately
react to Internet advertising and sponsorship as compared to traditional
advertising media and sponsorship opportunities. This makes it difficult to
project the Company's future advertising and sponsorship rates and revenues.
In addition, widespread adoption or increased use by Internet users of
"filter" software programs that allow them to limit or remove advertising
from their desktops or the adoption of this type of software by Internet
access providers could have a material adverse effect on the viability of
advertising on the Internet and on the Company's ability to generate
revenues. If the market for Internet advertising and sponsorships fails to
develop or develops more slowly than expected, the Company may not be able to
generate the revenues required to continue its operations or to become
profitable.
1.25 Reliance upon Technology and Computer Systems
---------------------------------------------
The markets in which the Company compete are characterized by rapidly
changing technology, evolving technological standards in the industry,
frequent new websites, services and products and changing consumer demands.
The Company's future success will depend on its ability to adapt to these
changes and to continuously improve the performance, features and reliability
of its service in response to competitive services and products and the
evolving demands of the marketplace, which it may not be able to do. In
addition, the widespread adoption of new Internet, networking or
telecommunications technologies or other technological changes could require
the Company to incur substantial expenditures to modify or adapt its services
or infrastructure, which might impact its ability to become or remain
profitable.
7
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The Company's website utilizes sophisticated and specialized network and
computer technology. The Company anticipates that it will be necessary to
continue to invest in and develop new and enhanced technology on a timely basis
to maintain its competitiveness. Significant capital expenditures may be
required to keep its technology up to date. Investments in technology and
future investments in upgrades and enhancements to software for such technology
may not necessarily maintain the Company's competitiveness. The Company's
business is highly dependent upon its computer and software systems, and the
temporary or permanent loss of such equipment or systems, through casualty,
operating malfunction or otherwise, could have a material adverse effect upon
the Company. If the Company cannot operate its website 24 hours a day seven
days per week with limited interruptions, its business may be seriously harmed.
The Company's website may be required to accommodate a high volume of traffic
and deliver frequently updated information. The Company's website may
experience slower response times or system failures due to increased traffic on
its website or on the internet. The website users and members depend on
Internet service providers and other website operators for access to the
Company's website. These providers and operators have experienced significant
outages in the past and there can be no assurance that such outages or other
problems will not occur in the future. Any interruptions in the operation of
the Company's website however caused could cause a material adverse effect
upon the Company.
1.26 Competition
-----------
The Company competes with companies providing or maintaining online services or
websites targeted to doctors and the healthcare industry, companies providing or
maintaining online general healthcare information and related services,
companies providing or maintaining public sector and non-profit websites that
contain healthcare information and services, companies providing or maintaining
websearch services particularly geared to medical and healthcare websites, and
publishers and distributors of traditional media targeted to doctors and the
healthcare industry. Competition for users, members and advertisers, as well as
general competition in the electronic commerce market, is intense and is
expected to increase significantly.
Many of the Company's competitors are substantially larger than the Company
and have significantly greater financial resources and marketing capabilities
than the Company, together with better name recognition. It is also possible
that new competitors may emerge and acquire significant market share.
Competitors with superior resources and capabilities may be able to utilize
such advantages to market their website, products and services better, faster
and/or cheaper than the Company. Increased competition is likely to result
in reduced gross margins and loss of market share, either of which could have
a material adverse effect upon the Company's business, results of operations
and financial condition. In addition, there can be no assurance that the
Company will be able to compete successfully against its present or future
competitors.
The Company's ability to compete successfully will require it to develop and
maintain a technologically advanced website and to provide superior products
and services, attract and retain highly qualified personnel and obtain a
significant customer base. There can be no assurance that the Company will
be able to achieve these objectives. Failure to do so would have a material
adverse effect on its business, operating results and financial condition.
Furthermore, the Company's website and products and services will compete
directly with other existing and subsequently developed products using
competing technologies. There can be no assurance that the Company's
competitors will not succeed in developing or marketing technologies,
websites, services and products that are more effective and commercially
desirable than those developed or marketed by the Company or that would
render the Company's website, products and services non-competitive. Failure
of the Company's website, products and services to compete successfully with
websites, products and services using competing technologies will have a
material adverse effect on the Company's business, operating results and
financial condition.
The market for Internet content, products, services and advertising is new,
rapidly evolving and intensely competitive. The Company currently competes,
or potentially competes, with many providers of website content, information
services and products, as well as traditional media and promotional efforts,
for audience attention and advertising and sponsorship expenditures. It
expects competition to intensify in the future. Barriers to entry are not
significant, and current and new competitors may be able to launch new
websites at a relatively low cost. Competition for members, users and
advertisers, as well as competition in the electronic commerce market, is
intense and is expected to increase significantly.
8
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1.27 Limited Protection for Intellectual Property
--------------------------------------------
While the Company is investigating the possibilities of patent, copyright and
trademark registration and protection for its intellectual property, no such
protection has yet been applied for (except for a trademark registration of
the name "GlobalNetCare") or granted. There is no assurance that such
registration or protection will be available, and therefore the Company may
have little or no protection for its intellectual property assets, comprising
the main business assets of the Company.
The Company's Pythian system and its other intellectual property is important to
the Company's continued operations and success. The Company's efforts to
protect this intellectual property may not be adequate. Unauthorized parties
may infringe upon or misappropriate its Pythian system or other proprietary
medical information. In the future, litigation may be necessary to protect and
enforce the Company's intellectual property rights or to determine the validity
and scope of its intellectual property, which could be time consuming and
costly. The Company could also be subject to intellectual property infringement
claims as the numbers of competitors grows. These claims, even if not
meritorious, could be expensive and divert the Company's attention from its
continued operations. If the Company becomes liable to any third parties for
such claims, it could be required to pay a substantial damage award or to
develop comparable non-infringing intellectual property and systems.
1.28 Uncertain Ability to Manage Growth
----------------------------------
The Company's ability to achieve its planned growth is dependent upon a
number of factors including, but not limited to, its ability to hire, train
and assimilate management and other employees, the adequacy of the Company's
financial resources, the Company's ability to identify and efficiently
provide and perform such new products and services as the Company's customers
may require in the future and its ability to adapt its systems to accommodate
its expanded operations. In addition, there can be no assurance that the
Company will be able to achieve its planned expansion or that it will be able
to manage successfully such expanded operations. Failure to manage
anticipated growth effectively and efficiently could have a material adverse
effect on the Company.
1.29 Dependence Upon Key Personnel
-----------------------------
The Company's key personnel include Dr. George Tsoukas, Dr. Chris Kokkalis and
Dr. David Mulder. Dr. Tsoukas is considered to be a key employee because of his
expertise in connection with the development of the Pythian system and because
of his network of personal contacts in the medical profession. Dr. Kokkalis is
considered a key employee because of his computer and internet expertise. Dr.
Mulder is considered to be a key person because of his extensive expertise
and his network of personal contacts within the medical profession. The
Company's success is substantially dependent on its ability to retain and
motivate its senior management and other key employees and its ability to
identify, attract, hire, retain and motivate other highly qualified and
respected doctors, which supply, update and maintain all of the original
content contained on the Company's website.
The loss of the services of any of the above persons and other key employees,
for any reason, may have a materially adverse effect on the prospects of the
Company. Although the Company believes that the loss of any of its management
or other key employees (apart from those indicated above) will not have a
material adverse impact upon the Company, there can be no assurance in this
regard, nor any assurance that the Company will be able to find suitable
replacements. Furthermore, the Company does not maintain "key man" life
insurance on the lives of any of its management or other key employees of the
Company. To the extent that the services of any key employee of the Company
become unavailable, the Company will be required to retain other qualified
persons; however, there can be no assurance that it will be able to employ
qualified persons upon acceptable terms.
1.30 Original Content from Medical Experts
-------------------------------------
GlobalNetCare.com includes original content created for the Company by expert
medical professionals. The Company depends on individual doctors and doctors
teams to provide the original content for its website. The Company has a
limited number of relationships with such doctors and teams and is significantly
relying on managements' personal contacts to maintain its existing relationships
and to develop new relationships. The Company's success depends significantly on
its ability to maintain these existing relationships with these content
providers, to build new relationships with other content providers and to
continue to obtain original content from medical experts. The Company's
relationships with expert medical professionals who provide it with a majority
of its original proprietary content are generally short-term and project-based.
The Company cannot assure that it will be able to maintain such relationships
and obtain such information.
1.31 Government Regulation
---------------------
U.S. Congress currently is considering proposed legislation that would
establish a new federal standard for protection and use of health
information. In addition, the laws of other countries
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also govern the use of and disclosure of health information. The Company
cannot assure that its systems for safeguarding patient health information
from unauthorized disclosure or use will preclude successful claims against
it for violation of applicable law. The Company also cannot assure that
other third-party sites that consumers access through GlobalNetCare.com will
maintain systems to safeguard this health information. In addition, future
laws or changes in current laws may necessitate costly adaptations to the
Company's systems. If the Company fails to comply with current or future
laws, it could have a material adverse effect upon the Company's operations.
Each state in the United States imposes restrictions on the ability of persons
and corporations to practice medicine. Any finding in a state that the Company
is not in compliance with its laws could require the Company to restructure its
services, which could adversely affect its business. The laws in some states
prohibit some business entities, such as the Company, from practising medicine.
These laws generally prohibit us from employing physicians to practice medicine
or from directly furnishing medical care to patients. Each state requires
licensure for the practice of medicine within that state, and some states
consider the receipt of an electronic transmission of selected healthcare
information in that state to be the practice of medicine. These laws restrict
the Company's activities and the extent to which it can provide medical advice
to its members. If challenged, the Company cannot assure that its activities
would be found to be in compliance with such laws.
Any new law or regulation pertaining to the Internet, or the application or
interpretation of existing laws, could decrease demand for the Company's website
and services, increase its cost of doing business or otherwise have a material
adverse effect on its success and continued operations. Laws and regulations
may be adopted in the future that address Internet-related issues, including
online content, user privacy, pricing and quality of products and services.
Because the growing popularity and use of the Internet has burdened the existing
telecommunications infrastructure in many areas, local exchange carriers have
petitioned the FCC to regulate Internet service providers in a manner similar to
long distance telephone carriers and to impose access fees on the Internet
service providers. The Company cannot guarantee that the United States, Canada
or foreign nations will not adopt legislation aimed at protecting Internet
users' privacy. Any such legislation could negatively affect the Company's
business. Moreover, it may take years to determine the extent to which existing
laws governing issues like property ownership, libel, negligence and personal
privacy are applicable to the Internet.
1.32 Medical Malpractice Risks
-------------------------
The information provided by the Company is intended to be in addition to, and
not in substitution for, medical advice from a user's own physician.
However, medical advice will be dispensed over the Internet both directly by
doctors and indirectly by the Company's Pythian System. The Company is
attempting to obtain insurance which would cover risks associated with
negligence or faulty medical advice, but such insurance may not be available
or may not be sufficient to cover all potential risks. Damage awards in
medical malpractice suits can be very high, potentially creating a financial
burden that the Company could not withstand if such a suit were successful
and not fully covered by insurance.
1.33 Year 2000
---------
The year 2000 poses potential problems to computer programs that have been
written using two digits rather than four to define the applicable year.
Computer programs of the Company, its suppliers or customers that have date-
sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in system failures or miscalculations
causing disruptions of operations including, among other things, a temporary
inability to process transactions, send invoices, or engage in similar normal
business activities.
The failure of the Company's internal systems or material third party systems to
be year 2000 compliant could significantly harm the Company's business. The
Company may be affected by year 2000 issues related to non-compliant computer or
other systems operated by the Company or other third parties. As a result, the
Company and its service providers could suffer a significant number of business
disruptions and inefficiencies that may divert the Company's attention,
financial and human resources from its ordinary business activities. In
addition, the Company cannot be certain that governmental agencies, utility
companies, internet service providers and other third-party service providers
will be year 2000 compliant, even though they have assured the Company of such
compliance. The failure by these entities to be year 2000 compliant could
result in a systematic failure that could also prevent the Company from
delivering its services to its users, decrease the use of the Internet or
prevent users from accessing the Company's website which would affect the
Company's revenues and continued operations.
The Company has purchased its computer equipment during the last 8 months and
its software has been acquired by large software companies who have assured the
Company of their year 2000 compliance. The Company has tested the BIOS (basic
input / output system) of its computers and determined that all were year 2000
compliant. The Company was required to add a software update (Services Packs 4
and 5) to its operating system (NT4 Enterprise) to ensure year 2000 compliance
and in order to obtain the manufacturer's (Microsoft) assurance of year 2000
compliance. The Company successfully tested its computer system for year 2000
compliance by changing the date from December 31, 1999 to January 1st , 2000,
and the leap years up to 2010. However, the Company could experience problems
associated with year 2000 issues if its suppliers are adversely affected. For
example, year 2000 problems could involve a lack of electrical power for many
weeks or the interruption of the Company's internet service. Hydro Quebec has
confirmed in the newspapers that they are year 2000 compliant. Securenet, the
Company's internet service provider and server farm, has advised the Company
that its operations are year 2000 compliant and that their internet connection
lines are redundant to ensure uninterrupted service. Securenet has further
advised that the building where Securenet is located has successfully conducted
all tests required to determine that it is year 2000 compliant. In addition,
Securenet has advised the Company that the building is equipped with emergency
generators in the event that there is an interruption in the electrical service.
The Company's hardware provider has assured the Company that it is year 2000
compliant and will be able to continue its services. The Company has been
advised by the building owner that its offices are year 2000 compliant and that
all building services will be available during that time. The Company's system
administrators are constantly monitoring the Company's computer system to ensure
its year 2000 compliance.
ITEM 2. PLAN OF OPERATION
-----------------
Health research on the Internet (e-Health) is expected to attract substantial
users for such information. GlobalNetCare intends to use its unique Medical
Expert System in order to become an important player in e-Health commerce.
The IMES is a unique interactive system designed to serve both healthcare and
individuals. The system uses easy to comprehend questions and answers similar
to a real patient and doctor interview. It gathers information on the health
status of the patient, which in turn allows for individualized advice for
that specific person. Fully deployed, the service is composed of multiple
"virtual medical centers" to deal with specific health issues on a continual
basis. There are currently three operational virtual medical centers:
Hypertension, Breast Disease, and Osteoporosis. New centers will follow at
regular intervals, as little as every few weeks. The purpose of the expert
software system is to navigate users through medical topics with pertinent
questions in order to create a virtual medical file for each user/member. The
Company expects to have seven Virtual Medical Centers operational by the Fall
of 1999.
10
<PAGE>
The Company has a solid foundation of doctors who for operational purposes
fall into the following categories:
(a) Doctor Manager
Each of the Company's Virtual Medical Centers is managed by a well
-known and in some cases internationally acclaimed physician or surgeon
who is responsible for the medical aspect of the creation and
maintenance of each such center.
(b) Doctor Consultant
Each of the Company's Virtual Medical Centers has up to 6 specialists
who are on call to respond to requests for doctor consultations made by
users of its website. The Company intends to enter into a revenue
sharing program with the consultant doctors for all fee-based doctor
consultations. The doctors will receive 70% of the net consultation
revenue received from users of the Company's website.
(c) Online Doctors
The Company has six physicians (general practitioners), who are to go
online in fall 1999. Physicians will answer short questions online.
These physicians will refer users to specialists where appropriate.
(d) Doctors on the Directory
The Company is currently accepting applications for doctors to have
their name listed in the Company's Doctor Directory. Each doctor will
pay a fee (currently set at $100.00) to be listed in the Doctor
Directory and will receive a webpage, link or lead service and other
membership services on a month by month basis. The Company anticipates
that this service will be available to users by the first quarter of
2000. Once the Doctor Directory service is available to users, the
Doctor Directory will disclose that the participating doctors have paid
a fee of $100 to be listed in the Doctor Directory.
The GlobalNetCare Pharmacy (med-store) will operate through strategic alliances
with existing on-line pharmacies. The Company anticipates that it will offer
product descriptions beginning in September 1999, with e-commerce and
transactions capability scheduled for completion in January, 2000. The Company
is also in the process of forming certain alliances with pharmaceutical, medical
and technical supply companies and anticipates that it will also generate
revenue within the Pharmacy by selling banner advertising, through product
sponsorship agreements, and by taking commission on pharmacy products sold
on-line through the Company's website. In this regard, the Company's website
will offer a portal to other on-line pharmaceutical providers, who will handle
all administration and shipping. The Company has joined Amazon.com's Associate
Program. As an Amazon.com Associate, the Company is permitted to use the
Amazon.com logo as a link to the Amazon.com website, place an Amazon.com search
box on the GlobalNetCare website or even list particular books, CDs, videos or
any other products sold by Amazon.com on the Company's website. The Company is
entitled to earn between 5% and 15% on every product sold as a result of the
Company's link or reference to Amazon.com. On a weekly basis, Amazon.com will
provide a report detailing the results and the referral fees earned and at the
end of each quarter, Amazon.com will provide a check representing the referral
fees earned. The agreement does not have a termination or ending date but
either party has the ability to terminate the agreement. On May 26, 1999,
Amazon.com tentatively approved the contract with the Company with final
approval being subject to approval of the link created by the Company on its
website. The Company anticipates establishing the link to the Amazon.com
website by the end of October, 1999. Since the agreement is executed in
electronic form, the terms of the agreement are attached as an exhibit to this
registration statement.
The Company intends to implement a Scientific Advisory Committee, a Medical
Policy Committee and an Ethics Committee. The Scientific Advisory Committee
will consist of highly qualified and well respected medical doctors who will
represent each of the Virtual Medical Centers and the teleconference project.
The members of this committee will advise the Board of Directors on the progress
and future plans of the Virtual Medical Centers and consult with other doctors
and surgeons with future projects. The Medical Policy Committee will review the
information in each of the Virtual Medical Centers. The Ethics Committee will
set the policies and ethical guidelines for the information in the Virtual
Medical Centers, the teleconference project and the Doctor Consultations. These
three committees have not been created yet but the Company anticipates creating
these committees by the end of December, 1999.
The Company also intends to implement a video teleconferencing project and a
distance based training project. The teleconference project is a project where
a team of medical specialists will operate a video teleconference over the
Internet for the purpose of providing specialized diagnosis and treatment
services in connection with various medical and health issues. The distance
based training project is a project geared to train healthcare professionals on
innovative and traditional diagnostic and therapeutic techniques initially for
breast disease and then for other medical issues. The training will consist of
online discussions, text, and question and answer sections. The Company
anticipates that both of these projects will be operational by December 31,
1999.
The Virtual Surgical Center is under development and the Company anticipates
that this service will be operational by the first quarter of 2000. This
entails establishing a secure internet link between surgical machines located
at distances. One machine will be operated by a surgeon and the other
machine will be carrying out the surgeon's movements on the patient.
11
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Although GlobalNetCare.com was operational in July 1999, the official launch
of the website is scheduled for September 1999. The Company intends to hire
eight sales and marketing managers that will be responsible for various
advertising, marketing and promotion of the Company and its website. The
Company has budgeted expenditures of $650,000 on Internet advertising and
$1,400,000 on print advertising for the period September 1, 1999 to
August 31, 2000. The print advertising will include advertisements in a
variety of major publications to announce the official launch of the website.
Other promotional activities include attendances at various health and
medical tradeshows and conferences.
The Company's cash requirements for the 12 months ending August 31, 2000 are
estimated at $6,180,000. The budgeted expenditures of $6,180,000 consist of
$1,400,000 for print advertising, $650,000 for Internet advertising, $280,000
for promotions, $700,000 for hardware, software and facilities, $2,150,000 on
employee salaries, contract salaries and consulting fees and $1,000,000 for fees
in connection with doctor consultations. The cash requirements of
$6,180,000 are based on the Company's estimates for operational costs in the 12
months ended August 31, 2000. At the present time, the Company intends to meet
all cash requirements by conducting private placements of its common shares.
The Company anticipates that it attain its revenue target of $1,300,000 before
operating costs in the year ending August 31, 2000. The Company anticipates
that its revenue target of $1,300,000 will be comprised
of revenue of $150,000 from the Doctor Directory, revenue of $90,000 from
website banner advertising, and revenue of $1,060,000 from alliance revenue.
Currently, the Company does not charge doctors to be listed in the Doctor
Directory but once it has collected a sufficient number of doctors
(approximately 500) to actively advertise and promote this service to other
doctors, the Company will charge doctors $100 to be added to the Doctor
Directory. The Company has projected that the Doctor Directory will have 1,500
doctors listed. The Company has assumed that 500 listed doctors in the Doctor
Directory will be sufficient to allow it to actively promote and advertise the
Doctor Directory.
The Company anticipates that it will have five alliances with pharmaceutical,
medical and technical supply companies, each of which will generate
approximately $200,000 in revenue for the Company. The revenue will be
generated from banner advertising within the website Pharmacy, from product
sponsorship agreements and by taking a commission on pharmacy products sold
through the Company's website. This revenue projection is based on the
assumption that the Company will have its e-commerce transaction processing
services in place by January, 2000.
The Company is planning to sell banner advertising on all parts of its website.
There will be several banner advertisements on many pages of the website
including both large and small banner ads. Although the revenue generated from
the banner advertising is related to the number of links that the banner
advertiser receives from the advertisement on the Company's website, the Company
anticipates that it will have five companies with large banner ads each
generating revenue of approximately $10,000 and 15 companies with small banner
ads each generating revenue of approximately $2,500. The ability to attract
such companies is dependent on the assumption that the Company's website will
have a sufficient number of users and hits to attract such banner advertisers.
For the year ended August 31, 2000, the Company has projected a net loss of
approximately $4,880,000.
The above projected revenues and losses are only estimates by the Company and
its management and readers or shareholders should not place undue weight on such
revenue or loss projections.
The Company expects to spend approximately $700,000 between September 1, 1999
and August 31, 2000 for hardware, software and facilities.
The Company intends to hire the following executive employees over the next
twelve months: one CFO, one Vice-President Sales & Marketing, one Executive
Assistant, one Network Engineer, and one Systems Analyst.
ITEM 3. DESCRIPTION OF PROPERTY
-----------------------
The Company's principal executive and administrative offices are located at
Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3. The Company
leases this 5,948 square foot facility for term ending June 14, 2002 at a
rental of approximately CDN$3,965 (approximately $2,640) per month plus a
pro-rated proportion of various operating expenses, utilities, real estate,
business and water taxes. This facility consists of the Company's office and
administration area and houses all of the Company's operations.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
4.1 Beneficial Ownership
--------------------
As used in this section, the term "beneficial ownership" with respect to a
security is defined by Regulation 228.403 under the Securities Exchange Act
of 1934, as amended, as consisting of:(1) any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise has or shares voting power (which includes the power to vote, or to
direct the voting of such security) or investment power (which includes the
power to dispose, or to direct the disposition of, such security); and (2)
any person who, directly or indirectly, creates or uses a trust, proxy, power
of attorney, pooling arrangement or any other contract, arrangement or device
with the purpose or effect of divesting such person of beneficial ownership
of a security or preventing the vesting of such beneficial ownership.
12
<PAGE>
Each person has sole voting and investment power with respect to the common
shares, except as otherwise indicated. Beneficial ownership consists of a
direct interest in the common shares, except as otherwise indicated.
As of July 30, 1999, the Company had a total of 13,297,471 common shares
($0.001 par value per common share) issued and outstanding. On July 21,
1998, the Company filed restated Articles of Incorporation which increased
its authorized capital from 1,000 common shares to 50,000,000 common shares,
changed the par value of its common shares from $1.00 to $0.001 and also
effected a forward split its common stock 1,000 to 1.
As of July 30, 1999, no person known to the Company was the beneficial owner
of more than five percent (5%) of the outstanding common shares of the
Company except the following:
<TABLE>
<CAPTION>
Name and Address of Beneficial Amount and Nature of
Owner Beneficial Ownership Percentage of Class(1)
- ------------------------------ -------------------- ----------------------
<S> <C> <C>
Galton Finance Limited 900,000 6.8%
8 Chemin Surville, 1213 Petit-
Lawcy, Geneva, Switzerland
Garwood Overseas Limited 1,000,000 7.5%
P.O. Box 2588, 843 Finchley Road
London, England NW11 8NQ
Norset Holdings Limited 1,000,000 7.5%
Suite 24, Watergardens Block 6
P.O. Box 629, Gibraltar
Pierce Consultants Company Limited 900,000 6.8%
6 Place Chevelu, 1201 Geneva,
Switzerland
Cede & Co. 2,081,787 15.6%
P.O. Box 222
Bowling Street Station
New York, New York 10274
<FN>
(1) Based on 13,297,471 shares outstanding as of July 30, 1999.
</TABLE>
The following table lists, as of July 30, 1999, the number of common shares
beneficially owned, and the percentage of the Company's common shares so
owned, by each director and by all directors and executive officers as a
group.
13
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership Percentage of Class(1)
- ------------------------ -------------------- ----------------------
<S> <C> <C>
Nick Pedafronimos 1,076,000 8.1%
Chris Kokkalis 264,000(2) 1.9%
Patrick Power 173,000 1.3%
David Mulder Nil(3) Nil
George Tsoukas 5,000,000 37.6%
Directors and Officers
as a group 6,522,000 49.0%
<FN>
(1) Based on 13,297,471 shares outstanding as of July 30, 1999 and, as to a
specific person, shares issuable pursuant to the conversion or exercise,
as the case may be, of currently exercisable or convertible debentures,
share purchase warrants and stock options.
(2) Effective July 8, 1999, Chris Kokkalis was granted the option to
acquire up to 200,000 shares in the capital of the Company at a price
of $2.00 per share. The options vest over time with 40,000 options
vesting immediately and 40,000 options vesting on each of March 24,
2000, 2001, 2002 and 2003. No other options have been granted to
directors to date.
(3) In a letter agreement between the Company and David Mulder dated July 8,
1999, the Company agreed to issue to David Mulder 500,000 shares upon
the parties executing a formal agreement and 200,000 shares on July 8,
2000.
</TABLE>
4.2 Changes in Control
------------------
The Company is unaware of any contract or other arrangement, the operation of
which may at a subsequent date result in a change of control of the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
------------------------------------------------------------
The following table and text sets forth the names and ages of all directors,
executive officers and significant employees of the Company as of July 30,
1999. All of the directors serve until the next Annual General Meeting of
shareholders and until their successors are elected and qualified, or until
their earlier death, retirement, resignation or removal. Subject to any
applicable employment agreement, executive officers serve at the discretion
of the Board of Directors, and are appointed to serve until the first Board
of Directors meeting following the annual meeting of shareholders. Also
provided is a brief description of the business experience of each director,
executive officer and significant employee during the past five years and an
indication of directorships held by each director in other companies subject
to the reporting requirements under the federal securities laws.
14
<PAGE>
5.1 Directors, executive officers and other significant employees:
--------------------------------------------------------------
<TABLE>
<CAPTION>
Date First
Position Held with the Elected or
Name Company Age Appointed
- ----------------- ---------------------- ------ -----------
<S> <C> <C> <C>
Nick Pedafronimos Director, Treasurer and 43 November 4,
Chief Financial Officer 1998
Chris Kokkalis Director 36 November 10,
1998
Patrick Power Director, President and 37 July 8, 1999
Secretary
David Mulder Director 61 July 8, 1999
George Tsoukas Director, Chairman and CEO 57 November 4,
1998
</TABLE>
The backgrounds and experience of the Company's directors, executive officers
and other significant employees are as follows:
Patrick Power
Mr. Power has extensive experience in the operation and management of public
companies and since November of 1995, has acted as the President and a director
for Everest Mines and Minerals. In the past, Mr. Power has obtained
considerable experience in marketing and business development by serving as
director for numerous public companies including Goldtex Resources (December
1996 to July 1998), Montello Resources Ltd. (November 1993 topresent), Sentinel
Resources Ltd. (August 1993 to January 1995), Golden Rainbow Resources Inc.
(September 1993 to December 1993) and Calco Resources Ltd. (January 1992 to
October 1994). Mr. Power is responsible for the Company's general
administration. Mr. Power became involved with the Company through personal
contact with Dr. George Tsoukas. Although he does not have any medical or
internet experience, Mr. Power has considerable experience with the financing
and operation of public companies and was therefore asked to join the Company's
Board of Directors. The above public companies that Mr. Power was involved were
or are listed on the Vancouver or Alberta Stock Exchange.
Nick Pedafronimos
In the past, Mr. Pedafronimos has acted as an advisor to management and has been
responsible for corporate finance as a director for a number of small publicly
trading companies. Since April, 1998, he has been a director of Cantex Mine
Development Corp. Mr. Pedafronimos was the founder and a director of Canadian
Mountain Minerals (August 1995 to April 1998) and he was the founder and
director of Goldtex Resources (June 1995 to April 1998). Mr. Pedafronimos is
responsible for the Company's equity financing. Mr. Pedafronomis became
involved with the Company through personal contact with Dr. George Tsoukas.
Although he does not have any medical or internet experience, he has
considerable experience with the financing and operation of public companies and
was therefore asked to join the Company's Board of Directors.
Chris Kokkalis, Ph.D.
Dr. Kokkalis has received his Ph.D. in Computer Science from the Illinois
Institute of Technology ("IIT") in 1992. Dr. Kokkalis has extensive
international work experience in the field of telecommunications. During the
period from 1990 to 1992, Dr. Kokkalis was involved in the design of a goal
driven diagnostic artificial intelligence expert system shell. During 1994 to
1996, Dr. Kokkalis independently worked a Compurterized Aid Instruction System
designed for tutoring the disabled. Dr. Kokkalis taught undergraduate and
graduate courses at Northeastern Illinois University (September 1989 to May
1991), Illinois Institute of Technology (May 1990 to August 1990) and Merrimack
College (September 1992 to May 1993). Dr. Kokkalis has presented his expertise
in many seminars, internationally. He is a member of the American Computing
Machinery Association, International Electrical Electronics Engineering
Association, and the European Electronic Messaging Association. Since November
1997, Dr. Kokkalis has been an active director of research and development for
Advanced Era of Science, Inc., a company with offices located in Montreal,
Quebec, Canada.Mr. Kokkalis is responsible for the Company's website
development.
George Tsoukas, MD, FRCP(C)
Dr. Tsoukas holds a Bachelor of Science (Honours Biochemistry) from McGill
University, Montreal, Quebec, and a Medical Degree from McGill Medical
School, Montreal, Quebec. He is a certified specialist in internal medicine
and endocrinology as certified by the Royal College of Physicians and
Surgeons (Canada), Professional Corporation of Physicians (Quebec) and the
American Board of Internal Medicine. He has 25 years of experience in health
sciences including work in computer related medicine. He is an Associate
Physician at McGill University Health Center, an Assistant Professor of
Medicine at McGill University, a Fellow of the Royal College of Physicians,
and a member of the American Heart Association, the American Society for Bone
and Mineral Research, Canadian Medical Association and the Quebec Society of
Endocrinologists. He is currently conducting clinical research on metabolic
bone diseases. For the past ten years, Dr. Tsoukas was involved in the
production of medical CD-ROMs, has wide experience in medical education, and
produced and directed a popular television program explaining medical
conditions to the public. Dr. Tsoukas is responsible for medical content on
the Company's website.
David S. Mulder, OC, MD, FRCS(C) FACS
Dr. David Mulder, medical doctor (MD), Fellow of the Royal College of Surgeons
of Canada (FRCS(C)), Fellow of the American College of Surgeons (FACS), is a
highly respected and qualified doctor who obtained the Order of Canada (OC) in
1997 for his contributions to the advancement of medical science. Dr. Mulder
has received numerous academic awards, has held numerous professorships and
teaching positions at various hospitals and universities around the world (from
1980 to the present) and has been appointed to the committees and boards of
various medical associations. Presently,
he is the Chief of Thoracic Surgery and a Surgical Consultant to the Division of
Cardiovascular and Thoracic Surgery at the Sir Mortimer B. Davis Jewish General
Hospital. He is also the Medical Director at the McGill Sports Medicine Centre.
From 1993 to 1998, he was the Chairman of McGill University, Department of
Surgery and as well, he held the position of Professor of Surgery, Faculty of
Medicine at the McGill Cancer Center. Dr. Mulder was Surgeon-in-Chief and
Director of the University Surgical Clinics for twenty-one years. He is now a
Senior Reviewer for the American College of Surgeons Committee on Trauma and has
been instrumental in training new site reviewers since 1990. Dr. Mulder is a
member of the Board of Governors of the American College of Surgeons as a
Specialty Society Governor from the Royal College of Physicians and Surgeons of
Canada, Chair of the Credentials Committee for the Royal College of Physicians
and Surgeons of Canada and is the President-Elect for the U.S. Central Surgical
Association. Dr. Mulder was also the first President of the Canadian
Association of Thoracic Surgery. The combination of Dr. Mulder's experience,
professorships, other teaching positions, and medical association and other
professional appointments make him a world-renowned doctor in the fields of
cardiovascular and thoracic surgery, surgical intensive care, trauma and sports
medicine.
There are no arrangements or understandings between any two or more directors or
executive officers, pursuant to which he/she was selected to be a director or
executive officer, other than the agreement dated July 8, 1999, between the
Company and Dr. Mulder, and the agreement dated August 10, 1999, between the
Company and Dr. Ronald Denis. Both agreements are attached as exhibits hereto.
Pursuant to the agreement with Dr. Mulder, the Company has agreed to issue up to
700,000 common shares in exchange for Dr. Mulder's services. The services
include assuming the positions of Chairman of the Medical Policy Committee and
Co-Chairman of the teleconference project, developing the Virtual Surgical
Center, providing consulting services regarding clinical and surgical care, and
other related services. The agreement is attached to this registration
statement as an exhibit.
In late September, 1999, the Company finalized a five year agreement with Dr.
Ronald Denis. Under the agreement, dated August 10, 1999, Dr. Denis is
responsible for developing and implementing the Trauma Virtual Medical Center,
will assume a position as a member of the Medical Policy Committee and as
Co-Chairman of the teleconference project. He will also provide consulting
services regarding clinical and surgical care and will assist in the negotiation
of certain strategic alliances with pharmaceutical, medical and technical supply
companies. The teleconference project is a project where a team of medical
specialists will operate a video teleconference over the Internet for the
purpose of providing specialized diagnosis and treatment services in connection
with various medical and health issues. He has also agreed to assume a position
on the board of directors of the Company. He has not yet been appointed to the
board of directors. In consideration of the services provided by Dr. Denis, the
Company has agreed to issue 480,000 common shares of the Company over a
specified time period. The Company will also pay Dr. Denis $3,500 per month for
consulting services. The agreement is attached to this registration statement
as an exhibit.
None of the Company's directors, executive officers, promoters or control
persons have been involved in any of the following events during the past
five years:
15
<PAGE>
1. any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of
the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
3. being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
4. being found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not
been reversed, suspended, or vacated.
ITEM 6 EXECUTIVE COMPENSATION
----------------------
The Company's chief executive officer did not receive any cash or other
compensation during the fiscal years ended December 31, 1998, 1997 and 1996.
No other executive officer of the Company received annual salary and bonus in
excess of $100,000.
There were no grants of stock options or stock appreciation rights made
during the fiscal year ended December 31, 1998 to the Company's executive
officers and directors. There were no stock options outstanding as at
December 31, 1998. Since December 31, 1998, the Company granted a total of
200,000 options to its executive officers and directors, at an exercise price
of $2.00 per share, which options expire March 24, 2004. The exercise price
of the options was established on July 8, 1999, the day on which the terms
of the option agreements were finalized. See "Item 4 -
Security Ownership of Certain Beneficial Owners and Management".
To date, the Company has granted 735,000 stock options to employees and
consultants, at a price of $2.00 per share expiring March 24, 2004. The
exercise price of the options was established on July 8, 1999, the day
on which the terms of the option agreements were finalized.
The Company has no formal plan for compensating its directors for their
service in their capacity as directors although such directors have received
from time to time and are expected to receive in the future options to
purchase common shares as awarded by the Board of Directors or (as to future
options) a Compensation Committee which may be established. Directors are
entitled to reimbursement for reasonable travel and other out-of-pocket
expenses incurred in connection with attendance at meetings of the Board of
Directors. The Board of Directors may award special remuneration to any
director undertaking any special services on behalf of the Company other than
services ordinarily required of a director. Other than indicated below, no
director received and/or accrued any compensation for his services as a
director, including committee participation and/or special assignments.
There are no management agreements with any of the Company's directors or
executive officers.
16
<PAGE>
The Company has agreed to cause 500,000 common shares in the capital of the
Company to be issued to Dr. Mulder pursuant to an agreement dated July 8, 1999.
An additional 200,000 shares will also be transferred to Dr. Mulder on July 8,
2000. Pursuant to the agreement with Dr. Mulder, the Company has agreed to
issue up to 700,000 common shares in exchange for Dr. Mulder's services. The
services include assuming the positions of Chairman of the Medical Policy
Committee and Co-Chairman of the teleconference project, developing the Virtual
Surgical Center, providing consulting services regarding clinical and surgical
care, and other related services.
In late September, 1999, the Company finalized a five year agreement with Dr.
Ronald Denis. Under the agreement, dated August 10, 1999, Dr. Denis is
responsible for developing and implementing the Trauma Virtual Medical Center,
will assume a position as a member of the Medical Policy Committee and as
Co-Chairman of the teleconference project. He will also provide consulting
services regarding clinical and surgical care and will assist in the negotiation
of certain strategic alliances with pharmaceutical, medical and technical supply
companies. The teleconference project is a project where a team of medical
specialists will operate a video teleconference over the Internet for the
purpose of providing specialized diagnosis and treatment services in connection
with various medical and health issues. He has also agreed to assume a position
on the board of directors of the Company. He has not yet been appointed to the
board of directors. In consideration of the services provided by Dr. Denis, the
Company has agreed to issue 480,000 common shares of the Company over a
specified time period. The Company will also pay Dr. Denis $3,500 per month for
consulting services. The agreement is attached to this registration statement
as an exhibit.
On September 13, 1999, the Company entered into an agreement with Dr. Fotini
Sampalis. Under the Agreement, Dr. Sampalis has agreed to assume the positions
of a member of the Scientific Committee, a member of the Committee responsible
for the development of the Virtual Surgical Center and the general manager of
all Virtual Medical Centers. She will be responsible for maintaining and
developing the Virtual Medical Center in connection with breast disease, for
overseeing the development of all new Virtual Medical Centers and for developing
the distance based training project geared to train healthcare professionals on
innovative and traditional diagnostic and therapeutic techniques for breast
disease. The training will consist of online discussions, text, and question
and answer sections. She will also participate in the development of the
Virtual Surgical Center, be responsible for the medical aspects of any research
and development proposals for medical and pharmaceutical companies, and assist
in the formation of alliances with pharmaceutical, medical and technical supply
companies. In exchange for her services, the Company has agreed to pay Dr.
Sampalis $500,000 in value of common shares of the Company. The Company will
also pay her, as of January 1, 2000, CDN$2,500 per week for 20 hours per week of
consulting services. The agreement is attached to this registration statement
as an exhibit.
Other than as discussed above, the Company has no plans or arrangements in
respect of remuneration received or that may be received by executive
officers of the Company to compensate such officers in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control, where
the value of such compensation exceeds US$60,000 per executive officer.
There are no arrangements or plans in which the Company provides pension,
retirement or similar benefits for directors or executive officers. Other
than the management agreements and advisory agreements discussed herein, the
Company has no material bonus or profit sharing plans pursuant to which cash
or non-cash compensation is or may be paid to the Company's directors or
executive officers, except that stock options have been and may be granted at
the discretion of the Board of Directors or a committee thereof.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Other than as disclosed above, there have been no transactions, or proposed
transactions, which have materially affected or will materially affect the
Company in which any director, executive officer, or beneficial holder of
more than 10% of the outstanding common stock, or any of their respective
relatives, spouses, associates or affiliates has had or will have any direct
or material indirect interest.
ITEM 8. LEGAL PROCEEDINGS
-----------------
The Company knows of no material, active or pending legal proceedings against
it; nor is the Company involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any director, officer
of affiliate of the Company, or any registered or beneficial shareholder is
an adverse party or has a material interest adverse to the Company.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------
The Company's common shares trade in the United States on the National
Association of Securities Dealers Over-the-Counter Bulletin Board (the "OTC
Bulletin Board") with the symbol "GBCR" and CUSIP# 37937Q-10-2.
The table set forth below lists the volume of trading and high and low bid
prices on the OTC Bulletin Board for the Company's common shares since
December 9, 1998(1). The closing price on July 30, 1999 was US$1.500.
17
<PAGE>
<TABLE>
<CAPTION>
Quarter Ended Volume High Low
------------- ------ ---- ---
<S> <C> <C> <C>
June 30, 1999 1,061,600 3.130 1.500
March 31, 1999 332,900 3.375 2.250
December 9 to 31, 1998 495,400 3.875 2.000
(1) The Company's common shares commenced trading on December 9, 1998. The
quotations above reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
</TABLE>
The Company's common shares are issued in registered form. Interwest
Transfer Co. Inc. (located in Salt Lake City, Utah) is the registrar and
transfer agent for the common shares.
On July 30, 1999, the shareholders' list for the Company's common shares
showed 20 registered shareholders and 13,297,471 shares outstanding. The
Company has researched indirect holdings registered to the various depository
institutions and stock brokerage firms, and estimates that there were
approximately 335 beneficial shareholders at the above date.
The Company has not declared any dividends since incorporation and does not
anticipate that it will do so in the foreseeable future. Although there are
no restrictions that limit the ability to pay dividends on the Company's
common shares, the intention of the Company is to retain future earnings for
use in its operations and the expansion of its business.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
---------------------------------------
In the past three years, the Company has sold the following common shares
without registering such common shares under the Securities Act of 1933.
On November 5, 1998, the Company sold a total of 11,750,000 common shares for
total cash consideration of $117,500 to the following persons relying on Rule
504 of Regulation D under the Securities Act of 1933, as amended:
<TABLE>
<CAPTION>
Number of
Common Shares Name Consideration
------------- ---- -------------
<C> <S> <C>
1,000,000 Tidal Investments SA $10,000.00
1,000,000 Garwood Overseas Limited $10,000.00
5,000,000 George Tsoukas $50,000.00
100,000 Harvey Lalach $ 1,000.00
400,000 A. Tom Skarpelos $ 4,000.00
650,000 Creekside Investments Ltd. $ 6,500.00
18
<PAGE>
200,000 Pat Power $ 2,000.00
200,000 Nick Pedafronimos $ 2,000.00
300,000 Chris Kokkalis $ 3,000.00
900,000 Galton Finance Limited $ 9,000.00
1,000,000 Norset Holding Limited $10,000.00
900,000 Pierce Consultants Company Limited $ 9,000.00
100,000 Jimmy D. Foussekis $ 1,000.00
</TABLE>
On December 7, 1998, the Company sold to Vasiliki Kapantais a total of 350,000
common shares for total cash consideration of $210,000 to the following person
relying on Rule 504 of Regulation D under the Securities Act of 1933, as
amended. The shares issued to Mr. Kapantais were issued at a price of $0.60 per
common share, which was the negotiated price between the Company and the
investor. The Company's directors determined this was a fair price for the
shares at that time considering the status of the Company, the market conditions
and the fact that the Company's common shares were not yet quoted on the OTCBB.
On February 9, 1999, the Company sold to Vasiliki Kapantais a total of 82,087
common shares for total cash consideration of $236,000 to the following person
relying on Rule 504 of Regulation D under the Securities Act of 1933, as
amended. This private placement of shares issued to Mr. Kapastais were issued at
a price of $2.875 per common share, which was based on the ten day average
trading price (for the ten days proceeding the sale) of the stock at that time.
On June 25, 1999, the Company sold to Tomlen, a Greek corporation, a total of
115,384 common shares for total cash consideration of $300,000 relying on Rule
504 of Regulation D under the Securities Act of 1933, as amended. The shares
issued to Tomlen were issued at a price of $2.60 per common share, which was
based on the ten day average trading price (for the ten days proceeding the
sale) of the stock at that time.
The Company has agreed to pay to Leo Valkanas a finders fee of 24,908 shares
which is the equivalent to 7.5% of the gross proceeds of all the above private
placements. The shares were issued to Mr. Valkanas for a cash value of $64,738
representing 7.5% of $836,500, the gross proceeds of all the private placements
in which Mr. Valkanas was involved. The shares were issued to Mr. Valkanas
relying on Regulation S under the Securities Act of 1933, as amended.
On July 14, 1999, the Company agreed to issue to Ms. Lowry 35,750 common
shares, valued at $2.80 per common share solely in consideration of an
exclusive license granted to the Company. The license allows the Company
to use certain photographic slide programs regarding food, nutrition and
general health on its website. The shares are to be issued pursuant to
Rule 504 of Regulation D of the 1933 Act. The shares have not yet
been issued.
ITEM 11. DESCRIPTION OF SECURITIES
-------------------------
The authorized capital of the Company includes: 50,000,000 shares of common
stock with par value of $0.001 of which 13,297,471 were issued and
outstanding at July 30, 1999. The Company effected a forward split to 1000
to 1 effective July 21, 1998.
All of the authorized shares of common stock of the Company are of the same
class and, once issued, rank equally as to dividends, voting powers, and
participation in assets. Holders of common shares are entitled to one vote
for each share held of record on all matters to be acted upon by the
shareholders. Holders of common shares are entitled to receive such
dividends as may be declared from time to time by the Board of Directors, in
its discretion, out of funds legally available therefore.
Upon liquidation, dissolution or winding up of the Company, holders of common
shares are entitled to receive pro rata the assets of Company, if any,
remaining after payments of all debts and liabilities. No common shares have
been issued subject to call or assessment. There are no pre-emptive or
conversion rights and no provisions for redemption or purchase for
cancellation, surrender, or sinking or purchase funds.
19
<PAGE>
Provisions as to the modification, amendment or variation of the rights
attaching to the common shares or provisions are contained in the Florida
Business Corporations Act. The Florida Business Corporations Act requires
approval by a simple majority of the Company's shareholders in order to
effect any of the following changes: increase or decrease the aggregate
number of authorized common shares; effect an exchange or reclassification of
all or part of the common shares into share of another class; effect an
exchange or reclassification, or create a right of exchange, of all or part
of the shares of another class into common shares; change the designation,
rights, preferences or limitation of all or part of the common shares; change
the number of common shares into a different number of shares of the same
class; create a new class of shares having rights or preferences with respect
to distributions or to dissolution that are prior, superior, or substantially
equal to the common shares; increase the rights, preferences, or number of
authorized shares of any class that, after giving effect to the amendment,
have rights or preferences with respect to distributions or to dissolution
that are prior, superior, or substantially equal to the common shares; limit
or deny an existing preemptive right to fall or part of the common shares;
and cancel or otherwise affect rights to distributions or dividends that have
accumulated but not yet been declared on all or part of the common shares.
The Company's articles and by-laws do not contain any provisions that would
delay, defer or prevent a change in control of the Company.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Company's Articles provide that, to the fullest extent permitted by law,
no director or officer of the Company shall be personally liable to the
Company or its shareholders for damages for breach of any duty owed to the
Company or its shareholders. In addition, the Company's Articles authorize
the Company to, in its by-laws or in any resolution of its directors or
shareholders, undertake to indemnify the officers and directors of the
Company against any contingency or peril as may be determined in the best
interests of the Company. Further, the Company is authorized by its Articles
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 of
any corporation of which the Company is a shareholder, against any liability
which may be incurred by him/her in that capacity. The Company maintains
liability insurance to cover its directors and officers.
12.1 Indemnification under the Florida Business Corporation Act
----------------------------------------------------------
Under section 607.0850 of the Florida Business Corporation Act, the Company
has the power to indemnify:
(a) any person who was or is a party to any proceeding (other than an
action by, or in the right of, the Company), by reason of the fact that
he or she is or was a director, officer, employee, or agent of the
Company or is or was serving at the request of the Company as a
director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against
liability incurred in connection with such proceeding, including any
appeal thereof, if he or she acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests
of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful; and
20
<PAGE>
(b) any person, who was or is a party to any proceeding by or in the right
of the Company to procure a judgement in its favour by reason of the
fact that the person is or was a director, officer, employee, or agent
of the Company or is or was serving at the request of the Company as a
director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against
expenses and amounts paid in settlement not exceeding, in the judgement
of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in
connection with the defense or settlement of such proceeding, including
any appeal thereof, if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best
interests of the Company, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such person shall
have been adjudged to be liable unless, and only to the extent that,
the court in which such proceeding was brought, or any other court of
competent jurisdiction, shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity for
such expenses which such court shall deem proper.
To the extent that a director, officer, employee, or agent of the Company has
been successful on the merits or otherwise in defense of any proceeding
referred to in (a) or (b) above, or in defense of any claim, issue, or matter
therein, the Company is required to indemnify him or her against expenses
actually and reasonably incurred by him or her in connection with such
proceeding. Any indemnification under (a) or (b) above, unless pursuant to a
determination by a court, shall be made by the Company only as authorized by
its Board of Directors.
Regardless of under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, indemnification or advancement of
expenses shall not be made to or on behalf of any director, officer,
employee, or agent if a judgment or other final adjudication establishes that
his or her actions, or omissions to act, were material to the cause of action
so adjudicated and constitute:
(a) a violation of the criminal law, unless the director, officer,
employee, or agent had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her
conduct was unlawful;
(b) a transaction from which the director, officer, employee, or agent
derived an improper personal benefit; or
(c) wilful misconduct or a conscious disregard for the best interests of
the Company in a proceeding by or in the right of the Company to
procure a judgment in its favour or in a proceeding by or in the
right of a shareholder.
ITEM 13. FINANCIAL STATEMENTS
--------------------
The Company's consolidated financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles.
21
<PAGE>
The consolidated financial statements are attached hereto and found
immediately following the text of this Registration Statement. The Auditor's
Report of Councilor, Buchanan & Mitchell, P.C., Certified Public Accountants,
for the audited consolidated financial statements for the fiscal year ended
December 31, 1998 is included herein immediately preceding the audited
consolidated financial statements. The Auditor's Report of Barry L.
Friedman, P.C., Certified Public Accountant, for the audited consolidated
financial statements for the fiscal periods ended July 29, 1998, December 31,
1997 and December 31, 1996 is included herein immediately preceding the
audited consolidated financial statements.
Audited Consolidated Financial Statements and Financial Statement Schedules
by Councilor, Buchanan & Mitchell, P.C.:
Auditor's Report, dated June 30, 1999.
Consolidated Balance Sheet at December 31, 1998.
Consolidated Statements of Operations and Deficit for the Year Ended
December 31, 1998.
Consolidated Statement of Cash Flows for the Year Ended December 31,
1998.
Notes to Consolidated Financial Statements.
Audited Consolidated Financial Statements and Financial Statement Schedules
by Barry L. Friedman, P.C.:
Auditor's Report, dated July 30, 1998.
Consolidated Balance Sheet at July 29, 1998, December 31, 1997 and
December 31, 1996.
Consolidated Statements of Operations and Deficit for the Periods Ended
July 29, 1998, December 31, 1997 and December 31, 1996.
Consolidated Statement of Cash Flows for the Periods Ended July 29,
1998, December 31, 1997 and December 31, 1996.
Notes to Consolidated Financial Statements.
Unaudited Interim Consolidated Financial Statements and Financial Statement
Schedules:
Consolidated Balance Sheet at June 30, 1999.
Consolidated Statements of Loss and Deficit for the Six Months Ended
June 30, 1999.
22
<PAGE>
Consolidated Statements of Changes in Financial Position for the Six
Months Ended June 30, 1999.
Notes to consolidated Financial Statements.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
---------------------------------------------------------------
In June, 1999, the Company engaged Councilor, Buchanan & Mitchell, P.C.,
Certified Public Accountants, to prepare the audited consolidated financial
statements for the fiscal year ended December 31, 1998. The Company did not
consult Councilor, Buchanan & Mitchell, P.C. regarding the application of
accounting principles to any specific completed or contemplated transaction
or the type of audit opinion that might be rendered on the Company's
financial statements. There were no disagreements with the Company's former
auditor, Barry L. Friedman, P.C., regarding any matter of accounting
principles or practices, financial statement disclosure, auditing scope or
procedure, or any other matter.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) Financial Statements Filed as Part of the Registration Statement:
Audited Consolidated Financial Statements and Financial Statement Schedules
by Councilor, Buchanan & Mitchell, P.C.:
Auditor's Report, dated June 30, 1999.
Consolidated Balance Sheet at December 31, 1998.
Consolidated Statements of Operations and Deficit for the Year Ended
December 31, 1998.
Consolidated Statement of Cash Flows for the Year Ended December 31,
1998.
Notes to Consolidated Financial Statements.
Audited Consolidated Financial Statements and Financial Statement Schedules
by Barry L. Friedman, P.C.:
Auditor's Report, dated July 30, 1998.
Consolidated Balance Sheet at July 29, 1998, December 31, 1997 and
December 31, 1996.
Consolidated Statements of Operations and Deficit for the Periods Ended
July 29, 1998, December 31, 1997 and December 31, 1996.
Consolidated Statement of Cash Flows for the Periods Ended July 29,
1998, December 31, 1997 and December 31, 1996.
Notes to Consolidated Financial Statements.
Unaudited Interim Consolidated Financial Statements and Financial Statement
Schedules:
Consolidated Balance Sheet at June 30, 1999.
23
<PAGE>
Consolidated Statements of Loss and Deficit for the Six Months Ended
June 30, 1999.
Consolidated Statements of Changes in Financial Position for the Six
Months Ended June 30, 1999.
Notes to consolidated Financial Statements.
15.2 Exhibits Required by Item 601 of Regulation S-B
-----------------------------------------------
Exhibit
Number Description
- ------ -----------
(3) Articles of Incorporation and By-laws:
3.1 Articles of Amendments effective January 14, 1999
3.2 Articles of Amendments effective July 21, 1998
3.3 Articles of Incorporation effective October 30, 1980
3.4 By-Laws effective October 30, 1980
(10) Material Contracts
10.1 Sublease between UBS Bank (Canada) and 3423336 Canada
Ltd., dated December 1, 1998
10.2 Licensing Agreement between GlobalNetCare, Inc. and Gold
Standard Multimedia Inc.
10.3 Internet Site Agreement between GlobalNetCare and Reuters
Health Information Inc., dated May 1, 1999
10.4 Associates Agreement between GlobalNetCare and Amazon.com,
dated May 26, 1999
10.5 Agreement between GlobalNetCare and Dr. David Mulder,
dated July 8, 1999
10.6 Agreement between GlobalNetCare and Eve Lowry, dated July
14, 1999
10.7 Option Agreement between GlobalNetCare and Patrick E.
Nicholls, dated March 24, 1999
24
<PAGE>
10.8 Option Agreement between GlobalNetCare and Lee Ehler,
dated March 24, 1999
10.9 Option Agreement between GlobalNetCare and Rafaat Saade,
dated March 24, 1999
10.10 Option Agreement between GlobalNetCare and Dyan Sterling,
dated March 24, 1999
10.11 Option Agreement between GlobalNetCare and Alexandra
Theodosopoulos, dated March 24, 1999
10.12 Option Agreement between GlobalNetCare and Chariklia
Volakakis, dated March 24, 1999
10.13 Option Agreement between GlobalNetCare and Jason Szabo,
dated March 24, 1999
10.14 Option Agreement between GlobalNetCare and Brent Wisse,
dated March 24, 1999
10.15 Option Agreement between GlobalNetCare and Kim Arrey,
dated March 24, 1999
10.16 Option Agreement between GlobalNetCare and Stephanie
Costello, dated March 24, 1999
10.17 Option Agreement between GlobalNetCare and Dr. Graham
Wong, dated March 24, 1999
10.18 Option Agreement between GlobalNetCare and Dr. Neil
Mahutte, dated March 24, 1999
10.19 Option Agreement between GlobalNetCare and Dr. Jodi Smith,
dated March 24, 1999
10.20 Option Agreement between GlobalNetCare and Dr. Sophia
Ouhilal, dated March 24, 1999
10.21 Option Agreement between GlobalNetCare and Dr. Raby
Benjamin, dated March 24, 1999
10.22 Option Agreement between GlobalNetCare and Dr. William
Gerstein, dated March 24, 1999
25
<PAGE>
10.23 Option Agreement between GlobalNetCare and Dr. Chris
Tsoukas, dated March 24, 1999
10.24 Option Agreement between GlobalNetCare and Dr. Fotini
Sampalis, dated March 24, 1999
10.25 Option Agreement between GlobalNetCare and Evangelos
Androutsos, dated March 24, 1999
10.26 Option Agreement between GlobalNetCare and Knight Medical
Consultants, dated March 24, 1999
10.27 Option Agreement between GlobalNetCare and Harvey Lalach,
dated March 24, 1999
10.28 Option Agreement between GlobalNetCare and Jimmy
Foussekis, dated March 24, 1999
10.29 Option Agreement between GlobalNetCare and Dominic
Vallelonga, dated March 24, 1999
10.30 Option Agreement between GlobalNetCare and Ricardo
Garabatos, dated March 24, 1999
10.31 Option Agreement between GlobalNetCare and Adam Kau, dated
March 24, 1999
10.32 Option Agreement between GlobalNetCare and Angela
Vahaviolos, dated March 24, 1999
10.33 Option Agreement between GlobalNetCare and Sophia
Hatzopoulos, dated March 24, 1999
10.34 Option Agreement between GlobalNetCare and Joan
Lamontagne, dated March 24, 1999
10.35 Option Agreement between GlobalNetCare and Gordon Sly,
dated March 24, 1999
10.36 Option Agreement between GlobalNetCare and Chong H. Wang,
dated March 24, 1999
10.37 Option Agreement between GlobalNetCare and Yakov Minkin,
dated March 24, 1999
10.38 Option Agreement between GlobalNetCare and Sergey Mironov,
dated March 24, 1999
26
<PAGE>
10.39 Option Agreement between GlobalNetCare and Gang Liu, dated
March 24, 1999
10.40 Option Agreement between GlobalNetCare and Jian Zeng,
dated March 24, 1999
10.41 Option Agreement between GlobalNetCare and Junxiu Zhu,
dated March 24, 1999
10.42 Option Agreement between GlobalNetCare and Minghui Han,
dated March 24, 1999
10.43 Option Agreement between GlobalNetCare and Robert Valois,
dated March 24, 1999
10.44 Option Agreement between GlobalNetCare and Patrice
Fournier, dated March 24, 1999
10.45 Option Agreement between GlobalNetCare and Chris Kokallis,
dated March 24, 1999
10.46 Contract of Insurance, dated September 15, 1999, between
the Company, Marsh Canada Limited and St. Paul Fire &
Marine Insurance Company
10.47 Internet Server Collocation Agreement, dated May 25, 1999,
between the Company and Securenet Information Services Inc.
10.48 Employment Agreement, dated September 13, 1999, between Dr.
Fotini Sampalis and the Company
10.49 Services Agreement, dated August 10, 1999, between Dr.
Ronald Denis and the Company
10.50 Intellectual Property Assignment, dated October 1, 1999,
between the Company, Patick Power, George Tsoukas, Nick
Pedafronimos, Chris Kokkalis and David Mulder.
(21) Name of Subsidiaries
21.1 3423336 Canada Ltd. (incorporated under the federal laws
of Canada on February 3, 1998)
(27) Financial Data Schedule
27
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
GlobalNetCare, Inc.
--------------------------------
(Registrant)
Date: October 6, 1999 By: /S/ George Tsoukas
--------------------------------- -----------------------------
(Signature)
28
<PAGE>
June 30, 1999
Independent Auditors' Report
----------------------------
To the Shareholders of
Global Net Care, Inc.
We have audited the accompanying consolidated balance sheet of Global Net Care,
Inc. and Subsidiary (A Development Stage Enterprise) as of December 31, 1998,
and the related consolidated statements of operations and deficit, and cash
flows for the year then ended. These financial statements are the responsibility
of the Corporation's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Global Net Care, Inc. and
Subsidiary as of
December 31, 1998, and the results of their operations and their cash flows for
the year then ended in conformity with generally accepted accounting principles.
/s/ Councilor, Buchanan & Mitchell, P.C.
Certified Public Accountants
Councilor, Buchanan & Mitchell, P.C.
7101 Wisconsin Avenue
Bethesda, Maryland
29
<PAGE>
<TABLE>
<CAPTION>
GLOBAL NET CARE, INC. AND SUBSIDIARY
------------------------------------
(A DEVELOPMENT STAGE ENTERPRISE)
--------------------------------
CONSOLIDATED BALANCE SHEET
--------------------------
DECEMBER 31, 1998
-----------------
A S S E T S
-----------
<S> <C>
CURRENT ASSETS:
- ------------------------------------------------
Cash . . . . . . . . . . . . . . . . . . . . . . $232,877
Sales Taxes Receivable . . . . . . . . . . . . . 11,527
Prepaid Rent . . . . . . . . . . . . . . . . . . 38,436
Deposit on Computer Equipment. . . . . . . . . . 23,971
---------
Total Current Assets . . . . . . . . . . . . . . $306,811
---------
PROPERTY AND EQUIPMENT, AT COST LESS
ACCUMULATED DEPRECIATION . . . . . . . . . . . 61,414
- ------------------------------------------------ ---------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . $368,225
---------
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------------------
CURRENT LIABILITIES:
- ------------------------------------------------
Accounts Payable . . . . . . . . . . . . . . . . 25,353
ADVANCES FROM A DIRECTOR, WITHOUT INTEREST . . . 74,973
- ------------------------------------------------ ---------
Total Liabilities. . . . . . . . . . . . . . . . $100,326
---------
SHAREHOLDERS' EQUITY:
- ------------------------------------------------
Capital Stock. . . . . . . . . . . . . . . . . . $328,500
Accumulated Other Comprehensive Income . . . . . 324
Deficit Accumulated During the Development Stage (60,925)
---------
Total Shareholders' Equity . . . . . . . . . . . $267,899
---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY . . . $368,225
---------
</TABLE>
See accompanying notes to consolidated financial statements.
30
<PAGE>
<TABLE>
<CAPTION>
GLOBAL NET CARE, INC. AND SUBSIDIARY
------------------------------------
(A DEVELOPMENT STAGE ENTERPRISE)
--------------------------------
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
Cumulative
Amounts
1998 Since Inception
(Unaudited)
---- -----------------
<S> <C> <C>
Interest Revenue . . . . . . . . . . . . . .. $ 245 $ 245
-------------------
OPERATING EXPENSES:
- ----------------------------------------------------
Commissions and Contracts. . . . . . . . . . . $13,682 13,682
Rent . . . . . . . . . . . . . . . . . . . . . . 6,683 6,683
Communications . . . . . . . . . . . . . . . . . 2,031 2,031
Professional Fees. . . . . . . . . . . . . . . . 23,233 23,233
Registration Fees. . . . . . . . . . . . . . . . 4,409 4,409
Administrative . . . . . . . . . . . . . . . . . 2,332 3,332
Advertising and Promotion. . . . . . . . . . . . 502 502
Office Expenses. . . . . . . . . . . . . . . . 1,197 1,197
Maintenance and Repairs. . . . . . . . . . . . 1,003 1,003
Subscriptions and Membership . . . . . . . . . 746 746
Travelling Expenses. . . . . . . . . . . . . . 19 19
Taxes and Licenses . . . . . . . . . . . . . . 1,297 1,297
Depreciation of Property and Equipment . . . . . .2,909 2,909
-------- --------
Total Operating Expenses . . . . . . . . . . . . .$60,043 61,043
FINANCIAL EXPENSES:
- ----------------------------------------------------
Interest and Bank Charges. . . . . . . . . . . . . . 127 127
--------- -------
Total Expenses . . . . . . . . . . . . . . . . . $60,170 61,170
--------- --------
NET LOSS AND DEFICIT ACCUMULATED
DURING THE DEVELOPMENT STAGE . . . . . . . . . .$(59,925) (60,925)
========== =========
NET LOSS PER COMMON SHARE. . . . . . . . . . . . .$(0.0200) (0.0204)
========== =========
Weighted Average Number of Common Shares
Outstanding $2,991,290 2,991,290
========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
31
<PAGE>
<TABLE>
<CAPTION>
GLOBAL NET CARE, INC. AND SUBSIDIARY
------------------------------------
(A DEVELOPMENT STAGE ENTERPRISE)
--------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
Cumulative
Amounts
1998 Since Inception
(Unaudited)
--------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
- ---------------------------------------------
Net Loss. . . . . . . . . . . . . . . . . . . $ (59,925) $ (60,925)
Adjustments to Reconcile Net Loss to Net Cash
Used in Operating Activities:
Depreciation. . . . . . . . . . . . . . . . . 2,909 2,909
Increase in Sales Taxes Receivable. . . . . . (11,527) (11,527)
Increase in Prepaid Expenses. . . . . . . . . (38,436) (38,436)
Increase in Deposits. . . . . . . . . . . . . (23,971) (23,971)
Increase in Accounts Payable. . . . . . . . . 25,353 25,353
------------------------------
Net Cash Used in Operating Activities . . . . $ (105,597) $ (106,597)
------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
- ---------------------------------------------
Purchase of Equipment . . . . . . . . . . . . $ (64,322) $ (64,322)
------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
- ---------------------------------------------
Issuance of Capital Stock . . . . . . . . . . $ 327,500 328,500
Proceeds of Loan from Director. . . . . . . . 74,972 74,972
------------------------------
Net Cash Provided by Financing Activities . . $ 402,472 403,472
------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH . . . $ 324 324
- --------------------------------------------- ------------------------------
Net Increase in Cash. . . . . . . . . . . . . $ 232,877 232,877
Cash, Beginning of Year . . . . . . . . . . . - -
------------------------------
CASH, END OF YEAR . . . . . . . . . . . . . . $ 232,877 232,877
==============================
</TABLE>
See accompanying notes to consolidated financial statements.
32
<PAGE>
<TABLE>
<CAPTION>
GLOBAL NET CARE, INC. AND SUBSIDIARY
------------------------------------
(A DEVELOPMENT STAGE ENTERPRISE)
--------------------------------
STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
Deficit
Accumulated Accumulated
Other During the
Comprehensive Capital Stock Comprehensive Development
Total Income Shares Amount Income Stage
--------- --------------- ---------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stock Issued in 1981. . . . . $ 1,000 $ - 1,000 $ 1,000 $ - $ -
Stock Split July 21, 1998 . . - - 999,000 - - -
Stock Issued in 1998. . . . . 327,500 - 12,100,000 327,500 - -
Net Income. . . . . . . . . . (60,925) (60,925) - - - (60,925)
Other Comprehensive Income -
Foreign Currency Adjustment 324 $ 324 - - 324 -
Total Comprehensive Income. . - $ (60,601) - - - -
---------------
$267,899 13,100,000 $328,500 $ 324 $ (60,925)
--------- ---------- -------- -------------- -------------
</TABLE>
See accompanying notes to consolidated financial statements.
33
<PAGE>
GLOBAL NET CARE, INC. AND SUBSIDIARY
------------------------------------
(A DEVELOPMENT STAGE ENTERPRISE)
------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
DECEMBER 31, 1998
-----------------
NOTE 1- HISTORY AND ORGANIZATION AND DEVELOPMENT STAGE OPERATIONS
- -------------------------------------------------------------------------
Global Net Care, Inc. ("the Corporation") operates Global Net Care.com, a
health care oriented Internet "portal" site that provides interactive medical
information to both professionals and individuals. The Corporation owns 100% of
the stock of 3423336 Canada Ltd., a Canadian Company formed February 3, 1998, to
develop medical web sites.
The Corporation was organized on October 30, 1980, under the laws of the
State of Florida as C.N.W. Corp. On February 1, 1981, the Corporation issued
1,000 shares of its $1 par value common stock for services of $1,000.
The Corporation did not have any activities until July 1998. On July 21,
1998, the State of Florida approved the Corporation's restated Articles of
Incorporation, which increased its capitalization from 1,000 common shares to
50,000,000 common shares. The par value was changed from $1 to $0.001.
On July 21, 1998, the Corporation changed its name to C.N.W. of Orlando,
Inc. and on December 28, 1998, changed its name to Global Net Care, Inc.
NOTE 2- ACCOUNTING POLICIES
- ------------------------------
Consolidation
-------------
The consolidated financial statements include the accounts of the
Corporation and its wholly-owned subsidiary, 3423336 Canada Ltd. All
inter-company balances and transactions have been eliminated on consolidation.
34
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
----------------------------------------------------
NOTE 2- ACCOUNTING POLICIES (Continued)
- ------------------------------------------
Translation of Foreign Currencies
------------------------------------
The components of the consolidated statement of operations related to the
Corporation's foreign subsidiary are translated into US dollars using average
currency exchange rates in effect during the period, and assets and liabilities
are translated at the exchange rate in effect at the end of the accounting
period. Foreign currency transaction gains and losses are included in net loss.
Translation adjustments that result from translating foreign currency financial
statements are included in a separate component of shareholders' equity.
Property and Equipment
------------------------
Property and equipment are stated at cost. The straight-line method is used
to depreciate all property and equipment over the estimated useful lives of the
assets. Furniture and equipment are depreciated at a rate of 20% per year.
Computer equipment and software are depreciated at a rate of 30% per year.
Impairment of Long-lived Assets
----------------------------------
As of December 31, 1998, none of the Corporation's assets are impaired, and
the Corporation has not adopted a policy for accounting for the impairment of
long-lived assets.
Use of Estimates
------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
35
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
----------------------------------------------------
NOTE 2- ACCOUNTING POLICIES (Continued)
- ------------------------------------------
Cash Equivalents
-----------------
For purposes of the statement of cash flows, the Corporation considers all
highly liquid investments as cash equivalents. The cash equivalents have
maturities of 90 days or less when acquired.
NOTE 3- DIVIDENDS
- -------------------
The Corporation has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 4- PROPERTY AND EQUIPMENT
- ----------------------------------
Accumulated Net
Cost Depreciation Book Value
---- ------------ ----------
Furniture and Equipment $ 18,455 $ 615 $ 17,840
Computer Equipment 36,725 1,836 34,889
Computer Software 9,142 457 8,685
----- -------- -------
$ 64,322 $ 2,908 $ 61,414
------ ----- ------
NOTE 5- CAPITAL STOCK
- ------------------------
December 31,
1998
----
Authorized:
50,000,000 Common
Shares of No Par Value
Issued and Outstanding:
13,100,000 Common Shares $ 328,500
As indicated in Note 1, the Company effected a thousand-for-one split of
its common stock during 1998. In addition, the par value of the Company's common
stock was changed from $1.00 to $0.001 per share and authorized shares of common
stock were increased from 1,000 to 50,000,000 shares.
36
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
----------------------------------------------------
NOTE 5- CAPITAL STOCK (Continued)
- ------------------------------------
During the year, the Corporation has issued 12,100,000 common shares for a
cash consideration of $327,500.
NOTE 6- COMMISSIONS
- ---------------------
All salaries and wages are paid in the form of commissions.
NOTE 7-LEASING ARRANGEMENTS
- -----------------------------
The Corporation leases its office space under a lease expiring in 2002.
At December 31, 1998, future minimum rental payments required under
operating leases that have initial or remaining terms in excess of one year are
as follows:
1999 $ 116,400
2000 116,400
2001 116,400
2002 58,200
------
$ 407,400
-------
NOTE 8- INCOME TAXES
- -----------------------
The Corporation has a net operating loss that will be applied to future
years' taxable income. A deferred tax asset resulting from the tax benefit
associated with the net operating loss carryforward of approximately $10,231 is
net of a $10,231 valuation allowance. The net operating loss carryforward
expires in 2018. The deferred tax asset valuation allowance increased by $10,231
during 1998. The Corporation has no current or deferred net income tax expense
or benefit for the year ended December 31, 1998.
37
<PAGE>
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 Tulita Drive Office (702) 361-8414
Las Vegas, Nevada 89123 Fax No. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
----------------------------
Board Of Directors July 30, 1998
C.N.W. of Orlando, Inc.
Lake Mary, Florida
I have audited the accompanying Balance Sheets of C.N.W. of Orlando, Inc.,
(Formerly C.N.W. Corp.), (A Development Stage Company), as of July 29, 1998,
December 31, 1997, and December 31, 1996, and the related statements of
operations, stockholders' equity and cash flows for the two years ended December
31, 1997, December 31, 1996, and the period January 1, 1998, to July 29, 1998.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of C.N.W. of Orlando, Inc.,
(Formerly C.N.W. Corp.), (A Development Stage Company) as of July 29, 1998,
December 31, 1997, and December 31, 1996, and the results of its operations and
cash flows for the two years ended December 31, 1997, and December 31, 1996, and
the period January 1, 1998, to July 29, 1998, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note 4. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
"Barry L. Friedman"
- ---------------------
Barry L. Friedman
Certified Public Accountant
<PAGE>
<TABLE>
<CAPTION>
C.N.W. OF ORLANDO, INC.
(FORMERLY C.N.W. CORP.)
(A Development Stage Company)
BALANCE SHEET
-------------
ASSETS
------
December December
July 29, 1998 31, 1997 31, 1996
-------------- --------- ---------
<S> <C> <C> <C>
CURRENT ASSETS: $ 0 $ 0 $ 0
-------------- --------- ---------
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
-------------- --------- ---------
OTHER ASSETS: $ 0 $ 0 $ 0
-------------- --------- ---------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
-------------- --------- ---------
TOTAL ASSETS $ 0 $ 0 $ 0
-------------- --------- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
38
<PAGE>
<TABLE>
<CAPTION>
C.N.W. OF ORLANDO, INC.
(FORMERLY C.N.W. CORP.)
(A Development Stage Company)
BALANCE SHEET
-------------
LIABILITIES AND STOCKHOLERS' EQUITY
-----------------------------------
December December
July 29, 1998 31, 1997 31, 1996
-------------- --------- ---------
CURRENT LIABILITIES:
<S> <C> <C> <C>
Accounts Payable $ 2,332 $ 0 $ 0
-------------- --------- ---------
TOTAL CURRENT LIABILITIES $ 2,332 $ 0 $ 0
-------------- --------- ---------
STOCKHOLDERS' EQUITY: (Note 1)
Common stock, $1.00 par value
authorized 1,000 Shares issued and
outstanding at:
December 31, 1996 - 1,000 shares $ 1,000
December 31, 1997 - 1,000 shares $ 1,000
Common stock, $.001 par value
authorized 50,000,000 shares issued
and outstanding at
July 29, 1998 - 1,000,000 shares $ 1,000
Additional paid in Capital 0 0 0
Accumulated loss - 3,332 - 1,000 - 1,000
-------------- --------- ---------
TOTAL STOCKHOLDERS' EQUITY $ -2,332 $ 0 $ 0
-------------- --------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0
============== ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
39
<PAGE>
<TABLE>
<CAPTION>
C.N.W. OF ORLANDO, INC.
(FORMERLY C.N.W. CORP.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
-----------------------
Jan. 1, 1998 Oct. 30, 1980
to Year Ended Year Ended (inception) to
July 29, 1998 Dec. 31, 1997 Dec. 31, 1996 July 29, 1998
-------------- -------------- -------------- ---------------
INCOME:
<S> <C> <C> <C> <C>
Revenue $ 0 $ 0 $ 0 $ 0
EXPENSES:
General, Selling and
Administrative $ 2,332 $ 0 $ 0 $ 3,332
Total Expenses $ 2,332 $ 0 $ 0 $ 3,332
Net Loss $ - 2,332 $ 0 $ 0 $ - 3,332
============== ============== ============== ===============
Net Loss per weighted share
(Note 2) $ - .0023 $ .0000 $ .0000 $ - .0033
============== ============== ============== ===============
Weighted average number of
common shares outstanding 1,000,000 1,000,000 1,000,000 1,000,000
============== ============== ============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
40
<PAGE>
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------
Common Stock
------------------ Additional Accumulated
Shares Amount paid-in capital Deficit
--------- ------- ---------------- --------
<S> <C> <C> <C> <C>
Balance,
December 31, 1995 1,000 $ 1,000 $ 0 $- 1,000
Net loss year ended
December 31, 1996 0
--------
Balance,
December 31, 1996 1,000 $ 1,000 $ 0 $- 1,000
Net loss year ended
December 31, 1997 0
--------
Balance,
December 31, 1997 1,000 $ 1,000 $ 0 $- 1,000
July 21, 1998
Changed par value
from $1.00 to $.001 - 999 + 999
July 21, 1998
forward stock split
1,000:1 999,000 + 999 - 999
Net loss
January 1, 1998
to July 29, 1998 - 2,332
--------
Balance,
July 29, 1998 1,000,000 $ 1,000 $ 0 $- 3,332
========= ======= ================ ========
</TABLE>
See accompanying notes to consolidated financial statements.
41
<PAGE>
<TABLE>
<CAPTION>
C.N.W. OF ORLANDO, INC.
(FORMERLY C.N.W. CORP.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
-----------------------
Jan. 1, 1998 Oct. 30, 1980
to Year Ended Year Ended (inception) to
July 29, 1998 Dec. 31, 1997 Dec. 31, 1996 July 29, 1998
-------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Cash Flows from
Operating Activities:
Net loss $ - 2,332 $ 0 $ 0 $ - 3,332
Adjustment to
reconcile net loss
to net cash
provided by operating
activities 0 0 0 0
Changes in assets and
liabilities:
Increase in current
liabilities: + 2,332 0 0 + 2,332
-------------- -------------- -------------- ---------------
Net cash used in
operating activities $ 0 $ 0 $ 0 $ - 1,000
Cash Flows from Investing activities: 0 0 0 0
Cash Flows from
Financing Activities:
Issuance of common
Stock for services 0 0 0 + 1,000
-------------- -------------- -------------- ---------------
Net increase (decrease)
in cash $ 0 $ 0 $ 0 $ 0
Cash,
Beginning of period 0 0 0 0
-------------- -------------- -------------- ---------------
Cash,
End of period $ 0 $ 0 $ 0 $ 0
============== ============== ============== ===============
</TABLE>
See accompanying notes to financial statements & audit report
42
<PAGE>
C.N.W. OF ORLANDO, INC.
(FORMERLY C.N.W. CORP.)
(A Development Stage Company)
July 29, 1998, December 31, 1997, and December 31, 1996
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - History and Organization of the Company
The Company was organized October 30, 1980, under the laws of the State of
Florida as C.N.W. Corp. The Company currently has no operations and, in
accordance with SFAS #7, is considered a development company.
On February 1, 1981, the Company issued 1,000 shares of it's $1.00 par
value common stock for services of $1,000.
On July 21, 1998, the State of Florida approved the Company's restated
Articles of Incorporation, which increased its capitalization from 1,000 common
shares to 50,000,000 common shares. The par value was changed from $1.00 to
$0.001.
On July 21, 1998, the Company forward split its common stock 1,000:1, thus
increasing the number of outstanding common stock shares from 1,000 shares to
1,000,000 shares.
On July 21, 1998, the Company changed it's name to C.N.W. of Orlando, Inc.
NOTE 2 - Accounting Policies and Procedures
The Company has not determined its accounting policies and procedures,
except as follows:
1. The Company uses the accrual method of accounting.
2. Earnings or loss per share is calculated using the weighted averaged
number of common shares outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 3 - Warrants and Options
There are no warrants or options outstanding to issue any additional shares
of common stock of the Company.
43
<PAGE>
C.N.W. OF ORLANDO, INC.
(FORMERLY C.N.W. CORP.)
(A Development Stage Company)
July 29, 1998, December 31, 1997, and December 31, 1996
NOTES TO FINANCIAL STATEMENTS CONTINUED
---------------------------------------
NOTE 4 - Going Concern
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through a merger with an existing operating company.
NOTE 5 - Related Party Transactions
The Company neither owns or leases any real or personal property. Office
services are provided without charge by an officer. Such costs are immaterial
to the financial statements and accordingly, have not been reflected therein.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
44
<PAGE>
GLOBAL NET CARE, INC.
MONTREAL, QUEBEC
QUARTERLY FINANCIAL REPORT
--------------------------
(CONSOLIDATED FINANCIAL STATEMENTS)
(UNAUDITED - SEE DISCLOSURE)
AS AT JUNE 30, 1999
(WITH COMPARATIVE FIGURES FOR JUNE 30, 1998)
45
<PAGE>
TABLE OF CONTENTS
-------------------
PAGE
----
DISCLOSURE 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS AND DEFICIT 3
STATEMENT OF CHANGES IN FINANCIAL POSITION 4
NOTES TO THE FINANCIAL STATEMENTS 5 - 7
46
<PAGE>
DISCLOSURE
----------
TO: THE SHAREHOLDERS OF
GLOBAL NET CARE, INC.
It is the opinion of the management that the interim financial statements ended
June 30, 1999, include all adjustments necessary in order to make the financial
statements not misleading.
MONTREAL, QUEBEC /s/ George Tsoukas
SEPTEMBER 22, 1999 DIRECTOR OF THE COMPANY
47
<PAGE>
<TABLE>
<CAPTION>
GLOBAL NET CARE, INC.
BALANCE SHEET
-------------
(UNAUDITED - SEE DISCLOSURE)
AS AT JUNE 30, 1999
(WITH COMPARATIVE FIGURES FOR JUNE 30, 1998)
ASSETS
------
JUNE 1999 JUNE 1998
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 141,306 $ -
Sales Taxes Receivable . . . . . . . . . . . . . . . . . . . 41,656 -
Deposit on Computer Equipment. . . . . . . . . . . . . . . . 11,724 -
----------- -----------
194,686 -
----------- -----------
CAPITAL ASSETS, At Cost Less Accumulated Amortization (Note 3) 168,636 -
----------- -----------
$ 363,322 $ -
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
- --------------------------------------------------------------
CURRENT LIABILITIES
Accounts Payable . . . . . . . . . . . . . . . . . . . . . . $ 70,032 $ 2,332
----------- -----------
ADVANCES FROM A DIRECTOR, Without Interest . . . . . . . . . . 76,554 -
----------- -----------
SHAREHOLDERS' EQUITY
Capital Stock (Note 4) . . . . . . . . . . . . . . . . . . . 864,507 1,000
Accumulated Foreign Currency Translation Adjustment. . . . . 16,071 -
Deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . (663,842) (3,332)
----------- -----------
216,736 (2,332)
----------- -----------
$ 363,322 $ -
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GLOBAL NET CARE, INC
STATEMENT OF OPERATIONS AND DEFICIT
-----------------------------------
(UNAUDITED - SEE DISCLOSURE)
FOR THE SIX (6) MONTHS ENDED JUNE 30, 1999
(WITH COMPARATIVE FIGURES FOR JUNE 30, 1998)
CUMULATIVE
(6 MONTHS) (6 MONTHS) AMOUNTS
JUNE 1999 JUNE 1998 SINCE INCEPTION
----------- ---------- -----------------
<S> <C> <C> <C>
INTEREST INCOME. . . . . . . . . . . . . $ 474 $ - $ 719
----------- ---------- -----------------
OPERATING EXPENSES
Commissions, Contracts, and Wages. . . 406,794 - 420,476
Rent and Parking . . . . . . . . . . . 50,112 - 56,795
Communications . . . . . . . . . . . . 22,501 - 24,532
Professional Fees. . . . . . . . . . . 33,430 - 56,663
Registration Fees. . . . . . . . . . . 1,036 - 5,445
Administrative . . . . . . . . . . . . - 2,332 3,332
Advertising and Promotion. . . . . . . 19,271 - 19,773
Office Expenses. . . . . . . . . . . . 18,922 - 20,119
Maintenance and Repairs. . . . . . . . 732 - 1,735
Subscriptions and Memberships. . . . . 3,275 - 4,021
Travel Expenses. . . . . . . . . . . . 16,471 - 16,490
Taxes and Licenses . . . . . . . . . . 11,636 - 12,933
Amortization . . . . . . . . . . . . . 17,585 - 20,494
----------- ---------- -----------------
601,765 2,332 662,808
FINANCIAL EXPENSES
Interest and Bank Charges. . . . . . . 1,626 - 1,753
----------- ---------- -----------------
603,391 2,332 664,561
----------- ---------- -----------------
NET INCOME (LOSS). . . . . . . . . . . . (602,917) 2,332 (663,842)
INCOME (DEFICIT), Beginning of the Year. (60,925) 1,000 -
----------- ---------- -----------------
INCOME (DEFICIT), End of the Year. . . . $ (663,842) $ 3,332 $ (663,842)
=========== ========== =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GLOBAL NET CARE, INC.
STATEMENT OF CASH FLOWS
-----------------------
(UNAUDITED -- DISCLOSURE)
FOR THE SIX (6) MONTHS ENDED JUNE 30, 1999
(WITH COMPARATIVE FIGURES FOR JUNE 1998)
CUMULATIVE
(6 MONTHS) (5 MONTHS) AMOUNTS
JUNE 1999 JUNE 1998 SINCE INCEPTION
---------- ----------- -----------------
<S> <C> <C> <C>
CASH FROM OPERATING ACTIVITIES
Net Income (Loss). . . . . . . . . . $ (660,509) $ (2,332) $(663,842)
Add: Amortization . . . . . . . . . 20,647 - 20,647
----------- ----------------- ----------
(639,862) (2,332) (643,195)
Net Change In Non-Cash Items . . . . 90,874 2,332 93,206
----------- ----------------- ----------
(548,988) - (549,989)
----------- ----------------- ----------
CASH FROM INVESTING ACTIVITIES
Purchase of Equipment and Furniture. (189,283) - (189,283)
----------- ----------------- ----------
CASH FROM FINANCING ACTIVITIES
Issuance of Capital. . . . . . . . . 863,507 - 864,507
Accumulated Foreign Currency . . . . 16,070 - 16,070
----------- ----------------- ----------
879,577 - 880,578
----------- ----------------- ----------
INCREASE (DECREASE) IN CASH. . . . . . 141,306 - 141,306
CASH, Beginning of the Period. . . . . - - -
----------- ----------------- ----------
CASH, End of the Period. . . . . . . . $ 141,306 $ - $ 141,306
=========== ================= ==========
</TABLE>
<PAGE>
GLOBAL NET CARE, INC.
NOTES TO THE FINANCIAL STATEMENTS
---------------------------------
(UNAUDITED - SEE DISCLOSURE)
FOR THE SIX (6) MONTHS ENDED JUNE 30, 1999
(WITH COMPARATIVE FIGURES FOR JUNE 30, 1998)
1. HISTORY AND ORGANIZATION
--------------------------
The Corporation was organized on October 30, 1980, under the laws of the
State of Florida as C.N.W. Corp. On February 1, 1981, the Corporation issued
1,000 shares of its $1 par value common stock for services of $1,000.
On July 21, 1998, the State of Florida approved the Corporation's restated
Articles of Incorporation, which increased its capitalization from 1,000 common
shares to 50,000,000 common shares. The par value was changed from $1 to
$0.001.
On July 21, 1998, the Corporation changed its name to C.N.W. of Orlando Inc. and
on December 28, 1998, changed to Global Net Care, Inc.
2. ACCOUNTING POLICIES
--------------------
CONSOLIDATION
-------------
The consolidated financial statements include the accounts of the company
and its wholly-owned subsidiary, 3423336 Canada Ltd. All inter-company balances
and transactions have been eliminated on consolidation.
TRANSLATION OF FOREIGN CURRENCIES
------------------------------------
The components of the consolidated statements of operations related to its
foreign subsidiary are translated to US dollars using average currency exchange
rates in effect during the period and assets and liabilities are translated at
the exchange rates in effect at the end of the accounting period. Gains and
losses on translation are included in net income, except for the exchange gains
or losses related to investments in self-sustaining foreign operations.
Translation adjustments on self-sustaining foreign operations are included in a
separate component of the shareholders' equity.
DIVIDENDS
- ---------
The Corporation has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.
<PAGE>
GLOBAL NET CARE, INC.
NOTES TO THE FINANCIAL STATEMENTS
---------------------------------
(UNAUDITED - SEE DISCLOSURE)
FOR THE SIX (6) MONTHS ENDED JUNE 30, 1999
(WITH COMPARATIVE FIGURES FOR JUNE 30, 1998)
<TABLE>
<CAPTION>
3. CAPITAL ASSETS
---------------
ACCUMULATED 1999 NET
COST AMORTIZATION BOOK VALUE
-------- ------------- -----------
<S> <C> <C> <C>
Furniture and Equipment $ 31,119 $ 3,111 $ 28,008
Computer Equipment. . . 126,447 14,026 112,421
Computer Software . . . 31,717 3,510 28,207
-------- ------------- -----------
$189,283 $ 20,647 $ 168,636
======== ============= ===========
</TABLE>
<TABLE>
<CAPTION>
4. CAPITAL STOCK
--------------
NUMBER OF STATE VALUE
SHARES (IN U.S.) (IN U.S. DOLLARS)
---------------- ----------------
<S> <C> <C> <C> <C>
Beginning Balance. . . . . . . . . 1,000,000 @ 0.01 1,000
Nov 5 Private Placement #1 . . . . 11,750,000 @ 0.01 117,500
Dec 23 Private Placement #2. . . . 350,000 @ 0.60 210,000
Mar 24 Private Placement #3. . . . 82,087 @ 0.2875 236,000
Jun 4 Private Placement #4 . . . . 115,384 @ 2.60 300,000
Capital Stock of 3423336 Cda Inc. - 7
---------------- -----------------
13,297,471 864,507
================ ===============
</TABLE>
Authorized
50,000,000 common shares of no par value.
Outstanding
13,297,471 common shares (1,000,000 as of July 29, 1998)
<PAGE>
GLOBAL NET CARE, INC.
NOTES TO THE FINANCIAL STATEMENTS
---------------------------------
(UNAUDITED - SEE DISCLOSURE)
FOR THE SIX (6) MONTHS ENDED JUNE 30, 1999
(WITH COMPARATIVE FIGURES FOR JUNE 30, 1998)
5. SUBSEQUENT EVENTS
------------------
Subsequent to the date of the financial statements, the company granted 920,000
employee stock options. The valuation date is July 8, 1999, and the option
price per share is $2.00, which is above market value.
The company has adopted the fair market value of accounting for the employee
stock options. This method requires the company to record and recognize a
compensation expense in the financial statements for any stock options granted
below the quoted market price. It is the intention of the company to only grant
employee stock options at market value or higher.
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
C.N.W. OF ORLANDO, INC.
-----------------------
(present name)
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida
profit corporation adopts the following articles of amendment to its articles
of incorporation
FIRST: Amendment(s) adopted: (indicate article number(s) being amended,
added or deleted)
ARTICLE I
CORPORATE NAME
"The name of the Corporation shall be GlobalNetCare, Inc."
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the
amendment is not contained in the amendment itself, are as follows:
N/A
THIRD: The date of each amendment's adoption: December 22, 1998
-----------------
to be effective 1/14/99
FOURTH: Adoption of Amendment(s) (CHECK ONE)
[ ] The amendment(s) was/were approved by the shareholders. The
number of votes cast for the amendment(s) was/were sufficient for
approval.
[ ] The amendment(s) was/were approved by the shareholders through
voting groups.
The following statement must be separately provided for each voting
group entitled to vote separately on the amendment(s):
"The number of votes cast for the amendment(s) was/were sufficient
for approval by
------------------------------------------------."
voting group
54
<PAGE>
[x] The amendment(s) was/were adopted by the board of directors
without shareholder action and shareholder action was not
required.
[ ] The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this 23rd day of December, 1998.
Signature /S/ Patrick Power
---------------------------------------------------------------
(By the Chairman or Vice Chairman of the Board of Directors,
President or other officer if adopted by the shareholder)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
Patrick Power
-------------------------------------
Typed or printed name
DIRECTOR
-------------------------------------
Title
55
<PAGE>
56
<PAGE>
ARTICLES OF AMENDMENT
TO
C.N.W. CORP.
THE UNDERSIGNED, being the sole director and president of C.N.W.
CORP., does hereby amend its Articles of incorporation as follows:
ARTICLE I
CORPORATE NAME
The name of the Corporation shall be C.N.W. OF ORLANDO, INC.
ARTICLE II
PURPOSE
The Corporation shall be organized for any and all purposes authorized
under the laws of the state of Florida.
ARTICLE III
PURPOSE
The Corporation shall be organized for any and all purposes authorized
under the laws of the state if Florida.
ARTICLE IV
SHARES
The capital of stock of this corporation shall consist of 50,000,000
shares of common stock, $0.01 par value.
ARTICLE V
PLACE OF BUSINESS
The initial address of the principal place of business of this
corporation in the State of Florida shall be 1709 Fountainhead Drive, Lake Mary,
Fl. 32746. The Board of directors may at any time and from time to time move
the principal office of this corporation.
ARTICLE VI
DIRECTORS AND OFFICERS
The business of this corporation shall be managed by its Board of
Directors. The number of such directors shall not be less than one (1) and,
subject to such minimum may be increased or decreased from time to time in the
manner provided in the By-Laws.
57
<PAGE>
ARTICLE VII
DENIAL OR PREEMPTIVE RIGHTS
No shareholder shall have any right to acquire shares or other
securities of the Corporation except to the extent such right may be granted by
an amendment to these Articles of Incorporation or by a resolution of the board
of Directors.
ARTICLE VIII
AMENDMENT OF BYLAWS
Anything in these Articles of Incorporation, the Bylaws, or the
Florida Corporation Act notwithstanding, bylaws shall not be adopted, modified,
amended or repealed by the shareholders of the Corporation except upon the
affirmative vote of a simple majority vote of the holders of all the issued and
outstanding shares of the corporation entitled to vote thereon.
ARTICLE IX
SHAREHOLDERS
9.1 Inspection of Books. The board of directors shall make
-------------------------
reasonable rules to determine at what times and places and under what conditions
the books of the Corporation shall be open to inspection by shareholders or a
duly appointed representative of a shareholder.
9.2 Control Share Acquisition. The provisions relating to any control
------------------------------
share acquisition as contained in Florida Statutes now, or hereinafter amended,
and any successor provision shall not apply to the Corporation.
9.3 Quorum. The holders of shares entitled to one-third of the votes
------------
at a meeting of shareholder's shall constitute a quorum.
9.4 Required Vote. Acts of shareholders shall require the approval
-------------------
of holders of 50.01% of the outstanding votes of shareholders.
ARTICLE X
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders.
In addition, the Corporation shall have the power, in its By-Laws or in a ny
resolution of its stockholders or directors, to undertake to indemnify the
officers and directors of this corporation against any contingency or peril as
may be determined to be in the best interests of this corporation, and in
conjunction therewith, to procure, at this corporation's expense, policies of
insurance.
58
<PAGE>
ARTICLE XI
CONTRACTS
No contract or other transaction between this corporation and any
person, firm or corporation shall be affected by the fact that any officer or
director of this corporation is such other party or is, or at some time in the
future becomes, an officer, director or partner of such other contracting party,
or has now or hereafter a direct or indirect interest in such contract.
I hereby certify that the following was adopted by a majority vote of
the shareholders and directors of the corporation on July 14, 1998 and that the
number of votes cast was sufficient for approval.
IN WITNESS WHEREOF, I have hereunto subscribed to and executed this
Amendment to Articles of Incorporation this on July 14, 1998.
/S/ Douglas Ward
- ----------------
Douglas Ward, Sole Director
The foregoing instrument was acknowledged before me on July 14, 1998,
by Douglas Ward, who is personally known to me.
/S/ Nicole Johnson
------------------
Notary Public
My commission expires:
59
<PAGE>
ARTICLES OF INCORPORATION
OF
C.N.W. CORP.
The undersigned subscriber to these Articles of Incorporation, a natural
person competent to contract, hereby forms a corporation under the laws of the
State of Florida.
ARTICLE I. NAME
----------------
The name of the corporation shall be C.N.W. CORP.
ARTICLE II. NATURE OF BUSINESS
-------------------------------
This corporation may engage or transact in any or all lawfull activities or
business permitted under the laws of the United States, the State of Florida or
any other state, country, territory or nation.
ARTICLE III. CAPITAL STOCK
---------------------------
The maximum number of shares of stock that this corporation is authorized
to have outstanding at any one time is 1,000 shares of common stock having a par
value of $1.00 per share. The corporation will begin business with Five Hundred
Dollars ($500.00).
ARTICLE IV. ADDRESS
--------------------
The street address of the initial registered office of the corporation
shall be 4700 E Sheridan Street, Hollywood, Florida 33021, and the name of the
initial registered agent of the corporation at that address is STUART COHEN.
ARTICLE V. TERM OF EXISTANCE
-----------------------------
This corporation is to exist perpetually.
ARTICLE VI. PREEMPTIVE RIGHTS
------------------------------
Every shareholder upon the sale for cash of any new stock of this
corporation of the same kind, class, or series as that which he already holds,
shall have the right to purchase his pro rata share therof at the price at
which it is offered to others.
ARTICLE VII. SPECIAL PROVISION
-------------------------------
It is the intent of the incorporator that the corporation will qualify
under Section 1244 of the Internal Revenue Code.
60
<PAGE>
ARTICLE VIII. DIRECTORS
------------------------
This corporation shall have two directors, initially. The name and street
address of the initial members of the Board of Directors are:
DOUGLAS WARD 4700 E Sheridan Street
Hollywood, Florida 33021
STUART COHEN 4700 E Sheridan Street
Hollywood, Florida 33021.
ARTICLE IX. OFFICERS
---------------------
The name and address of the initial officers of the corporation who shall
hold office for the first year of the corporation, or until their successors are
elected or appointed are:
DOUGLAS WARD 4700 E Sheridan Street
Secretary/Treasurer Hollywood, Florida 33021
STUART COHEN 4700 E Sheridan Street
President Hollywood, Florida 33021.
ARTICLE X. SUBSCRIBERS
-----------------------
The name and address of the subscriber to these Articles of Incorporation
is:
STUART COHEN 4700 E Sheridan Street
Hollywood, Florida 33021.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on
this 22nd day of October, 1980.
/S/ Stuart Cohen /S/ Stuart Cohen
- ---------------------------- -------------------------
STUART COHEN, Resident Agent STUART COHEN, Subscriber
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this 22nd day of
----
October, 1980.
- -------
/S/ Rosemarie Thomas
-------------------------------
Notary Public
My Commission Expires:
61
<PAGE>
BY-LAWS
OF
C.N.W OF ORLANDO, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
------------------------------------
Section 1. Annual Meeting. The annual meeting of the shareholders of this
corporation shall be held on the 30th day of June of each year or at such other
time and place designated by the Board of Directors of the corporation.
Business transacted at the annual meeting shall include the election of
directors of the corporation. If the designated day shall fall on a Sunday or
legal holiday, then the meeting shall be held on the first business day
thereafter.
Section 2. Special Meetings. Special meetings of the shareholders shall
be held when directed by the President or the Board of Directors, or when
requested in writing by the holders of not less than 10% of all the shares
entitled to vote at the meeting. A meeting requested by shareholders shall be
called for a date not less than 3 nor more than 30 days after the request is
made, unless the shareholders requesting the meeting designate a later date.
The call for the meeting shall be issued by the Secretary, unless the President,
Board of Directors, or shareholders re-questing the meeting shall designate
another person to do so.
Section 3. Place. Meetings of shareholders shall be held at the principal
place of business of the corporation or at such other place as may be designated
by the Board of Directors.
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Section 4. Notice. Written notice stating the place, day and hour of the
meeting and in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than 3 nor more than 30 days
before the meeting, either personally or by first class mail, or by the
direction of the President, the Secretary or the officer or persons calling the
meeting to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this Article to each shareholder
of record on a new record date entitled to vote at such meeting.
Section 6. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders unless otherwise provided by
law.
Section 7. Voting of Shares. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders.
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Section 8. Proxies. A shareholder may vote either in per-son or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
No proxy shall be valid after the duration of 11 months from the date thereof
unless otherwise provided in the proxy.
Section 9. Action by Shareholders Without a Meeting. Any action required
by law or authorized by these by-laws or the Articles of Incorporation of this
corporation or taken or to be taken at any annual or special meeting of
shareholders, or any action which may be taken at any annual or special meeting
of shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.
ARTICLE II. DIRECTORS
---------------------
Section 1. Function. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors.
Section 2. Qualification. Directors need not be residents of this state
or shareholders of this corporation.
Section 3. Compensation. The Board of Directors shall have authority to
fix the compensation of directors.
Section 4. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.
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Section 5. Number. This corporation shall have a minimum of 1 director
but no more than 7.
Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors shall hold office
until the next shareholder meeting or until his earlier resignation, removal
from office or death. If no shareholder meeting takes place, each director
shall continue serve until such meeting takes place. At each shareholder the
shareholders shall elect directors to hold office until the next succeeding
shareholder meeting. Each director shall hold office for a term for which he is
elected and until his successor shall have been elected and qualified or until
his earlier resignation, removal from office or death.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an in-crease in the number of
Directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.
Section 8. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
Section 9. Quorum and Voting. A majority of the number of directors fixed
by these by-laws shall constitute a quorum for the transaction of business. The
act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
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Section 10. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution shall have and may
exercise all the authority of the Board of Directors, except as is provided by
law.
Section 11. Place of Meeting. Regular and special meetings of the Board
of Directors shall be held at the principal place of business of the corporation
or as otherwise determined by the Directors.
Section 12. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held without notice on the first Monday of the
calendar month two (2) months following the end of the corporation's fiscal, or
if the said first Monday is a legal holiday, then on the next business day.
Writ-ten notice of the time and place of special meetings of the Board of
Directors shall be given to each director by either personal delivery, telegram
or cablegram at least three (3) days before the meeting or by notice mailed to
the director at least 3 days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
Neither the business to be transacted at, nor the purpose, of any regular
or special meeting of the Board of Directors need be specified in the notice of
waiver of notice of such
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meeting. A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to an-other time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment, and unless the time and place of
adjourned meeting are announced at the time of the adjournment, to the other
directors. Meetings of the Board of Directors may be called by the chairman of
the board, by the president of the corporation or by any two directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Section 13. Action Without a Meeting. Any action, required to be taken at
a meeting of the Board of Directors, or any action which may be taken at a
meeting of the Board of Directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so to be taken, is
signed by such number of the directors, or such number of the members of the
committee, as the case may be, as would constitute the requisite majority
thereof for the taking of such actions, is filed in the minutes of the
proceedings of the board or of the committee. Such actions shall then be deemed
taken with the same force and effect as though taken at a meeting of such board
or committee whereat all members were present and voting throughout and those
who signed such action shall have voted in the affirmative and all others shall
have voted in the negative. For informational purposes, a copy of such signed
actions shall be mailed to all members of the board or committee who did not
sign said action, provided however, that the failure to mail said notices shall
in no way prejudice the actions of the board or committee.
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ARTICLE III. OFFICERS
----------------------
Section 1. Officers. The officers of this corporation shall consist of a
president, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as
may be deemed necessary may be elected or appointed by the Board of Directors
from time to time. Any two or more offices may be held by the same person.
Section 2. Duties. The officers of this corporation shall have the
following duties:
The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the shareholders and Board of Directors.
The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the shareholders and Board of directors, send all notices of all meetings and
perform such other duties as may be prescribed by the Board of Directors or the
President.
The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal of Officers. An officer or agent elected or appointed
by the Board of Directors may be removed by the board whenever in its judgment
the best interests of the
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corporation will be served thereby. Any vacancy in any office may be filed by
the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
-------------------------------
Section 1. Issuance. Every holder of shares in this corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.
Section 2. Form. Certificates representing shares in this corporation
shall be signed by the President or Vice President and the Secretary or an
Assistant Secretary and may be sealed with the seal of this corporation or a
facsimile thereof.
Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.
Section 4. Lost, Stolen or Destroyed Certificates. If the shareholder
shall claim to have lost or destroyed a certificate of shares issued by the
corporation, a new certificate shall be issued upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity in such amount and with such sureties, if any, as
the board may reasonably require.
ARTICLE V. BOOKS AND RECORDS
-----------------------------
Section 1. Books and Records. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, Board of Directors and committee of directors.
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This corporation shall keep at its registered office, or principal place of
business a record of its shareholders, giving the names and addresses of all
shareholders and the number of the shares held by each.
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have
been a holder of record of shares of voting trust certificates therefor at least
six months immediately preceding his demand or shall be the holder of record of,
or the holder of record of voting trust certificates for, at least five percent
of the outstanding shares of the corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times, for any proper purpose its relevant
books and records of ac-counts, minutes and records of shareholders and to make
extracts therefrom.
Section 3. Financial Information. Not later than four months after the
close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during the fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to each
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement. The balance sheets and profit
and loss statements shall be filed in the registered office of the corporation
in this state, shall be kept for at least five years, and shall be subject to
inspection during business hours by any shareholder or holder of voting trust
certificates, in person or by agent.
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ARTICLE VI. DIVIDENDS
----------------------
The Board of Directors of this corporation may, from time to time, declare
and the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the payment thereof
would render the corporation insolvent subject to the provisions of the Florida
Statutes.
ARTICLE VII. CORPORATE SEAL
----------------------------
The Board of Directors shall provide a corporate seal which shall be in
circular form.
ARTICLE VIII. AMENDMENT
------------------------
These by-laws may be altered, amended or repealed, and new by-laws may be
adopted by the a majority vote of the directors of the corporation.
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THIS SUBLEASE is made as of the 1st day of December, 1998
BETWEEN:
UBS BANK (CANADA), a bank incorporated
under the laws of Canada, (formerly Union
Bank of Switzerland (Canada))
(the "Sublandlord")
- and -
3423336 CANADA LTD., a corporation incorporated
under the laws of Canada
(the "Subtenant")
RECITALS:
A. By a lease dated as of the 27th day of January, 1987, as amended on
three occasions (January 27, 1987, July 20, 1987 and February 10,
1988), (the "Lease"), 2000 McGill College Ave. Building Inc. (the
"Head Landlord") leased to the Sublandlord certain premises (the
"Premises") in the City of Montreal, in the Province of Quebec, in the
building (the "Building") municipally known as 2000 McGill College
Avenue, as more particularly described in the Lease.
B. The term of the Lease expires on the 15th day of June, 2002, and is
subject to the tenant's covenants and agreements therein contained.
C. The Sublandlord has agreed to grant to the Subtenant, on the terms and
conditions hereinafter set forth, a sublease of that certain portion
of the Premises, as shown on Schedule "A" annexed hereto comprising
approximately 5,948 square feet of gross leasable area (which portion
is hereinafter called the "Subleased Premises").
NOW THEREFORE IN CONSIDERATION of the rents, covenants and agreements
herein contained and by the parties to be respectively paid, observed and
performed, the parties hereto hereby covenant and agree each with the
other as follows:
1. All capitalized words and phrases used herein shall have the meaning
ascribed to them in the Lease unless specifically stated otherwise.
2. The Sublandlord hereby leases the Subleased Premises to the Subtenant,
subject to the reservation of rent and to the terms, covenants and
conditions hereinafter contained.
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3. This Sublease shall be for a term of three (3) years, six (6) months
and fourteen (14) days to be computed from the 1st day of December,
1998 and expiring on the 14th day of June, 2002 (the "Sublease Term").
4. During the Sublease Term, the Subtenant shall pay to the Sublandlord,
without reduction, deduction or any compensation whatsoever, Basic
Rent in the amount of $47,584.00 per annum which Basic Rent is
calculated at the rate of $8.00 per square foot of the rentable area
of the Subleased Premises (the "Basic Rent"). Basic Rent is payable
on the first day of the month, in advance in equal, consecutive
monthly instalments of $3,965.33 and will be prorated on a per them
basis, based upon a period of 365 days, for any fractional portion of
a month at the beginning of the Term payable at the offices of the
Sublandlord.
5. The Subtenant shall pay to the Sublandlord, without reduction,
deduction or any compensation whatsoever, its proportionate share (as
defined in the Lease) of all real estate taxes and operating expenses
(the "Additional Rent") which may be payable by the Sublandlord to the
Head Landlord pursuant to the Lease. The Sublandlord estimates but
does not warrant that the Subtenant's proportionate share of
Additional Rent during the calendar year 1998 will be $11.25 per
square foot of rentable area.
During the Sublease Term, the Subtenant shall pay all water taxes,
business taxes and other similar rates and taxes which are or may be
payable by it as occupant of the Subleased Premises in the same manner
and time as set forth in Section IX of the Lease.
During the Sublease Term, the Subtenant shall be responsible for the
payment of all utilities consumed on or supplied to the Subleased
Premises, and for the replacement of standard fluorescent tubes, light
bulbs and ballasts as required from time to time as a result of normal
usage.
6. The Sublandlord acknowledges the receipt of $71,131.56 to be held by
the Sublandlord and to be applied on account of the first six (6)
month's Rent falling due hereunder. In the event that the Subtenant
is in default of the terms and conditions hereunder, the Sublandlord
may, without restricting the other recourses and remedies of the
Sublandlord, terminate this Sublease and shall retain the balance of
the said deposit remaining at such time.
7. The Subtenant shall at the same time as it shall make payment of rent
to the Sublandlord pay all Goods and Services Tax ("GST") and all
provincial sales tax ("QST") exigible with respect to such rent
pursuant to the Excise Tax Act (Canada) and the applicable provincial
laws and regulations. GST and QST shall not be deemed to be
additional rent, but the Sublandlord shall have all of the same
remedies with respect to collection of GST and QST as it shall have
with respect to rent in arrears.
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8. The Subtenant shall use the Subleased Premises for general office
purposes as permitted by the Lease and for no other purpose.
9. The Subtenant acknowledges and agrees that it has inspected the
Subleased Premises on November 11, 1998 and that it subleases the
Subleased Premises on an "as is, where is" basis, and that it will not
require the Sublandlord or the Head Landlord to perform any repairs,
replacements or leasehold improvements. The Sublandlord acknowledges
and agrees that it will not remove any desks, cabinets and furniture
located in the Subleased Premises and that the Subtenant will be
permitted to use such desks, cabinets and furniture during the
Sublease Term. The Subtenant acknowledges and agrees that it shall
not, under any circumstances, remove or dispose of such desks,
cabinets and furniture without the prior written consent of the
Sublandlord.
10. The Subtenant shall not make any alterations, repairs, changes,
additions, fixturing, installations or improvements (hereinafter
collectively referred to as "Improvements") to the Subleased Premises
without the prior written consent of the Head Landlord and of the
Sublandlord, such consents not to be unreasonably withheld. The
Subtenant acknowledges and agrees that it is solely responsible for
carrying out and completing all Improvements required to permit it to
occupy the Subleased Premises and carry on business thereon. All
Improvement shall be carried out in accordance with the provisions of
Section XIII of the Lease. Any fees payable to the Head Landlord
under the Lease in respect of Improvements shall be paid by the
Subtenant and the Subtenant hereby indemnifies and agrees to hold the
Sublandlord harmless from and against all cost, loss or expense in
connection with Improvements.
The Subtenant acknowledges and agrees that, if requested by the
Sublandlord at the end of the Sublease Term or earlier termination of
this Sublease, as the case may be, the Subtenant will, prior to the
end of the Sublease Term or earlier termination of this Sublease, as
the case may be, restore the Subleased Premises to the condition which
existed immediately prior to the commencement of Improvements.
11. The Sublandlord shall provide to the Subtenant one (1) unreserved
parking space in the Building. The Subtenant shall pay to the
Sublandlord, as Additional Rent, in advance, on the 1st day of the
month for so long as the Subtenant shall use the parking space at the
Sublandlord's current monthly parking fee. The Sublandlord's current
monthly parking fee may be increased or decreased from time to time
during the Sublease Term and any renewals or extensions thereof upon
the Sublandlord first giving notice to the Subtenant. As of the date
of execution hereof, the Sublandlord's current monthly parking fee is
$205.00 per parking space, together with all GST and QST exigible with
respect to such payment.
12. The terms and conditions contained in the Lease shall, mutatis
mutandis, be deemed to be the terms and conditions herein contained
with respect to the Subleased Premises, except where otherwise
expressly provided herein, and, except that the covenants on the part
of the Head Landlord contained in the Lease shall be deemed not to be
contained herein as covenants on the part of the Sublandlord. The
Sublandlord hereby assigns to the Subtenant for the Sublease Term such
covenants on the part of the Head Landlord (the same being
automatically re-assigned to the Sublandlord on the expiry or earlier
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<PAGE>
termination of the Sublease) and that the covenants therein contained
on the part of the Sublandlord shall be deemed to be contained herein
as covenants on the part of the Subtenant with the Sublandlord.
13. Subject to the due performance of the Subtenant of its obligations and
agreements herein contained, the Sublandlord covenants with the
Subtenant:
(i) for quiet possession;
(ii) that it will pay all rents and other monies due and payable
under the terms of the Lease, and
(iii) that it will perform and observe the covenants, terms and
conditions contained in the Lease on its part to be performed
and observed, to the extent that the same are not required to
be performed or observed by the Subtenant under this Sublease.
14. The Sublandlord represents and warrants to the Subtenant that, as at
the date hereof:
(i) to the best of the Sublandlord's knowledge, each of
the Sublandlord and the Head Landlord is in compliance with
its respective obligations under the Lease;
(ii) the Lease has not been amended and remains in full force and
effect; and
(iii) it has full power and authority to enter into and grant this
Sublease, subject to the consent of the Head Landlord.
15. The provisions of Section XI of the Lease with respect to assignment
and subletting, shall be applicable to any assignment or sublease by
the Subtenant. In addition, the Subtenant may not assign or sublet
the Subleased Premises without the consent of the Sublandlord which
consent may not be unreasonably withheld. All costs and expenses of
the Head Landlord and the Sublandlord in connection with any
assignment or sublease by the Subtenant shall be payable by the
Subtenant.
16. When and whenever the consent of the Sublandlord is required pursuant
to the Sublease, such consent shall be deemed to mean the consent of
the Sublandlord, acting reasonably (unless otherwise expressly
stated).
17. In the event that the Subtenant breaches any covenant or agreement in,
or is in any other way in default of, this Sublease, or the Lease,
then the Sublandlord shall have such remedies against the Subtenant as
those of the Head Landlord against the Sublandlord, pursuant to the
Lease.
18. All sums, for rent or otherwise, payable to the Sublandlord under the
terms of this
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<PAGE>
Sublease, shall bear interest at the floating annual rate of interest
determined from time to time by the Sublandlord's chartered bank, plus
5%, as the reference rate it will use to determine rates of interest
payable by its borrowers to it on Canadian dollar loans made by it in
Canada and designated by it as its "prime rate", in effect on their
respective due dates until the actual date of payment.
19. Any notice, demand, request or other instrument which may be or is
required to be given under this Sublease shall be delivered in person
or sent by registered mail postage prepaid and shall be addressed, if
to the Sublandlord, at 154 University Avenue, Toronto, Ontario, M5H
3Z4, or to such other person or at such other address as the
Sublandlord designates by written notice and, if to the Subtenant, at
the Subleased Premises. Any notice, demand, request or consent is
conclusively deemed to have been given or made on the day upon which
it is delivered or, if mailed, then seventy-two (72) hours following
the date of mailing, as the case may be. Any party may give written
notice of any change of its address and thereafter the new address is
deemed to be the address of that party for the giving of notices. If
the postal service is interrupted or is substantially delayed, any
notice, demand, request or other instrument will be delivered in
person.
20. This Sublease sets forth all the covenants, promises, agreements,
conditions and understandings between the Sublandlord and the
Subtenant concerning the Subleased Premises and there are no
covenants, promises, agreements, conditions or understandings, either
oral or written, between them or relied upon by the Subtenant to
induce it to enter into this Sublease, other than are herein set
forth. Except as herein otherwise provided, no alteration, amendment,
change or addition to this Sublease shall be binding upon the
Sublandlord or the Subtenant unless in writing and signed by the
Subtenant and the Sublandlord.
21. It is expressly understood and agreed between the parties hereto that
Sections 2, 3, 22, 23 and 24 of Schedule "D" of the Lease do not apply
to this Sublease.
22. The Subtenant acknowledges that it has reviewed the Lease (attached as
Schedule "A" hereto) prior to the execution of the Sublease and is
satisfied with all terms and conditions contained therein.
23. The Subtenant shall not register this Sublease without the written
consent of the Head Landlord and of the Sublandlord. However, upon
the request of the Subtenant, the Sublandlord will join in the
execution of a memorandum or notice of this Sublease for the purpose
of registration. This memorandum or notice shall describe the
parties, the Subleased Premises and the Sublease Term and shall be
prepared and registered at the expense of the Subtenant. Should this
Sublease be registered by the Subtenant, the Subtenant shall, at the
termination thereof, cause same to be discharged from title to the
Subleased Premises at its expense, failing which the Sublandlord will
have the right to cause such discharge and charge the Subtenant with
the cost of same.
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24. This Sublease is conditional upon obtaining the Head Landlord's
consent to it.
25. This Sublease shall be governed by and construed in accordance with
the laws of the Province of Quebec.
26. This Sublease shall extend to, be binding upon and enure to the
benefit of the parties hereto and their respective permitted,
successors and assigns.
27. The Sublandlord covenants to provide copies of all correspondence
received from the Head Landlord or any third parties concerning the
Subleased Premises, and which affects the Subtenant, within two (2)
business days of receipt of same.
28. The Subtenant covenants to provide copies of all correspondence
received from the Head Landlord or any third parties concerning the
Subleased Premises, and which affects the Sublandlord, within two (2)
business days of receipt of same.
29. Tel que covenu par le Sous-Locataire et le Sous-Bailleur, ce document
a ete redige en anglais. / As agreed by both the Subtenant and the
Sublandlord, this document has been drawn up in English.
IN WITNESS WHEREOF the parties hereto have executed these presents.
UBS BANK (CANADA) (formerly Union Bank of
Switzerland (Canada))
Per: /S/ Beat Guldimann
-------------------------------------
Name: Beat Guldimann
Title: Chief Executive Officer
Per: /S/ Al Van de Mosselaer
-------------------------------------
Name: Al Van de Mosselaer
Title: Associate Director
I/We have authority to bind the Corporation.
3423336 CANADA LTD.
Per: /S/ George Tsoukas
-------------------------------------
Name: George Tsoukas
Title:
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LICENSING AGREEMENT
THIS LICENSING AGREEMENT ("Agreement"), by and between Gold Standard Multimedia
Inc., ("GSM"), a Florida corporation with offices located at 3825 Henderson
Blvd., Suite 200, Tampa, FL 33629, and GlobalNetCare, Inc. ("GNC") with offices
located at 2000 McGill College, Suite 950, Montreal, Quebec, H3A 3H3, Canada,
specifies the terms and conditions for GNC to display a subset of GSM's Clinical
Pharmacology Online ("CPO") on the GNC World Wide Web Site
(http://www.globalnetcare.com).
DEFINITIONS
GNC's World Wide Web Site ("Web Site") means the site on the Internet known as
http://www.globalnetcare.com, an interactive service for distribution of health
information and services to health care professionals and consumers through
Internet delivery methods.
Clinical Pharmacology Online (CPO) is defined as a subset of information from
GSM's core Clinical Pharmacology Online product. CPO shall include generic
names, brand names, chemical structures, drug photos, description, mechanism of
action, pharmacokinetics, and patient education information for all drugs in
GSM's core Clinical Pharmacology product that have Full Monographs, either as of
the date of this Agreement or anything during the Term thereof.
1.DISTRIBUTION: During the Term of this Agreement, GNC may link to CPO from
their Web Site (http://www.globalnetcare.com). Except as set forth herein, no
other copying, dissemination, publication, display, or distribution in any form
of CPO, in whole or part, by GNC is permitted without the written consent of
GSM.
2.GNC RESPONSIBILITIES: GNC will:
a. Maintain the link to CPO from their Web Site;
b. Provide GSM with calendar quarterly information regarding the
total number of both hits and unique users to the Web Site.
3.GSM RESPONSIBILITIES: GSM will:
a. Provide a professional technical support team to provide on
going technical assistance to GNC's technical support staff as
needed by phone or fax;
b. Make available the quarterly updates to CPO in a timely
manner, no later than 45 days after each quarter
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4.DELIVERABLES: GSM will provide access to CPO from a link from the Web Site to
generic names, brand names, chemical structures, drug photos, description,
mechanism of action, pharmacokinetics, and patient education information for all
drugs in GSM's core Clinical Pharmacology product that have full monographs.
5.GNC PAYMENT TO GSM: During the term of this Agreement, GNC will pay an annual
licensing fee to GSM of $18,500 US.
6.PAYMENT SCHEDULE: Upon signing, GNC will pay GSM US $5,000 of the annual
licensing fee. Three additional licensing fee payment will be due no later than
30 days after the end of each calendar quarter, as follows: US $4,500 due by
July 30, 1999, US $4,500 due by October 30, 1999, and US $4,500 due by January
30, 2000.
7.LATE PAYMENTS: There will be a late payment penalty of 1% interest per month
if payment is received after the dates listed in #6 above for the previous
quarter. 1% interest will accrue the first day payment is late, with an
additional 1% accruing on the thirtieth day thereafter until payment is made.
8.TRADEMARKS AND COPYRIGHTS: GNC hereby grants GSM a revocable license to use
any of the GNC service marks, trademarks, trade names and logos (the "GNC
Marks") in the advertisement and promotion of GSM during the term of this
Agreement. GSM acknowledges that GNC Marks are valid service marks, trademarks,
trade names and logos of GNC and the sole property of GNC. Additionally, GSM
shall be attributed as the source of the CPO content in sales literature and in
end-user documentation (if any).
9.TERM, CANCELLATION and RENEWAL: This Agreement commences on the first day of
the month on which the contract is signed, such as April 1, 1999, and is a
one-year agreement expiring 12 months alter, such as March 31, 2000. At
expiration, this Agreement will be renewable upon mutual agreement of the
parties as to terms and conditions for the subsequent period. If this Agreement
is not renewed, then GNC agrees immediately to remove the link to CPO files from
the Web Site. Additionally, if payment is more than 30 days late, pursuant to
Section 6, then GSM has the right to demand an expiration of Agreement with GNC
immediately removing the link to CPO files, with a penalty fee of $100 per day
until removal of all CPO displays.
10.INDEMNIFICATION: GNC agrees to indemnify GSM and hold it harmless against all
claims and damages including, without limitation, reasonable attorneys' fees,
arising out of, related to, or in any way connected with any use of CPO, unless
such claims or damages result from the infringement of any copyright or other
proprietary right of any third party (except if due to a combination, addition
or modification, if applicable).
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11.GOVERNING LAW: Any disputes arising under this Agreement will be settled
according to the laws of the state of Florida, with venue in Hillsborough
County, Florida, or GSM's then-current headquarters location.
12.SIGNATURES:
FOR GSM: FOR GNC:
/S/ Jon Seymour /S/ George Tsoukas
- ------------------------- -----------------------------
Jon Seymour, MD Dr. George Tsoukas
President President and CEO
"4/21/1999" "April 16, 1999"
- ------------------------- -----------------------------
DATE DATE
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Internet Site Agreement
1. TERM
The Agreement will take effect on the Effective Date on the last page of this
Agreement, and, unless terminated earlier as permitted hereunder, will terminate
on the first anniversary hereof (the "Term").
2. REUTERS SERVICES
2.1 Provision of Services. Reuters will provide Distributor with access to the
----------------------
Reuters Services in accordance with all of the terms and conditions of this
Agreement. The text and data contained in the Reuters Services, and any portion
thereof, shall hereinafter be referred to, individually and collectively, as the
"Reuters Content". Reuters will provide the Reuters Content to Distributor via
file transfer protocol.
2.2 Withdrawal of Service. Reuters may cancel all or part of any Reuters Service
----------------------
if: (a) the Reuters Service becomes the subject of a claim that such service
infringes the rights of any third person or that Reuters otherwise does not have
the right to permit others to use it; (b) the Reuters Service becomes illegal or
contrary to any applicable law or regulation; or (c) Reuters for any reason
discontinues the Reuters Service (or part thereof) as a Reuters product
offering. If Reuters cancels all or part of any Reuters Service, Reuters only
obligations to Distributor will be to notify Distributor reasonably promptly (in
the case of subsection (c) above, not less than 30 days in advance) and to
refund, pro rata, any fees paid in advance for the affected Reuters Service.
Except as set forth in this subsection, such cancellation shall not give rise to
a right of Distributor to cancel the affected Reuters Service or terminate the
Agreement. In the event, pursuant to this subsection Reuters cancels: (a) a
whole Reuters Service, Distributor may terminate this Agreement if Distributor
is receiving only one Reuters Service at the time; (b) part of a Reuters
Service, Distributor may cancel the affected Reuters Service if Reuters
cancellation substantially frustrates Distributor's purpose in subscribing to
such service. In each case, Distributor shall pay any fees and charges due at
the time of termination.
3. USE OF REUTERS CONTENT
3.1 License. Reuters hereby grants to Distributor during the Term the
--------
non-exclusive, non-transferable, non-sublicensable right, subject to the terms
and conditions of this Agreement, to distribute the Reuters Content solely by
displaying it on Distributor's Internet Service, and to make such internal
copies as are necessary to create that display. Except as set forth herein, no
other use, copying, display or distribution, in any form, of the Reuters
Content, in whole or in part, by Distributor is permitted without the prior
written consent of Reuters.
3.2 Limitations and Restrictions. Unless otherwise stated in this Agreement,
-----------------------------
Distributor shall display the Reuters Content verbatim as received and may not
edit, modify or translate the Reuters Content in any way; provided that
Distributor shall be permitted to: (a) modify the layout of the Reuters Content
to fit within the layout of Distributor's Internet Service; and (b) extract
headlines from the Reuters Content for display in accordance with Sec. 3.1
hereof, provided that each such headline shall contain a hypertext link to the
corresponding story as displayed on Distributor's Internet Service. Distributor
shall not re-write or otherwise use any portion of the Reuters Content to create
original content for publication. The rights granted to
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Distributor herein shall be subject to the additional limitations and
restrictions, if any, specified in this Agreement.
3.3 Editorial Control. Reuters reserves to itself complete editorial freedom in
------------------
the form and content of the Reuters Content and may alter the same from time to
time, such alterations including retracting and canceling stories (which, for
clarity, shall not constitute a cancellation of part of a Reuters Service as
described in Sec. 2.2 hereof) and publishing corrections. Distributor shall
comply with any editorial codes contained in the Reuters Content, including
mandatory delay codes, or any other reasonable limitations or restrictions
placed by Reuters or its third party content providers on the use, display or
distribution of any Reuters Content, provided Distributor is informed of the
meaning of any such codes and is given reasonably sufficient time to comply
therewith. Reuters shall inform Distributor of the meaning of any such codes.
3.4 Release of Content. Distributor will display Reuters Content promptly after
-------------------
the later of (a) the time the Reuters Content is received at Distributor's
Installation Address; or (b) the end of any applicable delay period. In no
event may Distributor display Reuters Content received more than 24 hours
earlier in any section entitled "Today's News", "Current", or any title of
similar import.
3.5 Storage. Distributor may not store or authorize any person to store the
--------
Reuters Content in any medium for more than ten (10) days without the prior
written consent of Reuters. Distributor acknowledges that Reuters may impose
additional fees if it grants permission to extend such storage period.
4. CREDIT AND BRANDING
4.1 Notices. Distributor will not remove or conceal any copyright or other
--------
proprietary notice or any credit--line or date-line included in the Reuters
Services. Distributor will insert on any page that contains any Reuters
Content, and in close proximity to the Reuters Content, the following notice:
"Copyright [insert current year] Reuters Limited. Click Here for Limitations
and Restrictions on Use." Such notice (and any "Teaser Notice" as set forth
below) shall contain a hypertext link to the following notice, which shall
appear in a legal notice area on Distributor's Internet Service: "Reuters
content is the intellectual property of Reuters Limited. Any copying,
republication or redistribution of Reuters content, including by caching,
framing or similar means, is expressly prohibited without the prior written
consent of Reuters. Reuters shall not be liable for any errors or delays in
content, or for any actions taken in reliance thereon." Reuters reserves the
right to alter these notices from time to time. Notwithstanding the foregoing,
if the only Reuters Content on a page is three or fewer headlines per Reuters
Service, Distributor shall be permitted to substitute "Reuters Health
Headlines", or a similar Reuters identifier mutually agreed by the parties
("Teaser Notice"), for the copyright notice first set forth above.
4.2 Branding. Reuters will provide Distributor with a graphics file containing
---------
the Reuters logo ("Logo"). Distributor shall insert the Logo at the top of any
page containing any Reuters Content, except a page whose only Reuters Content is
three or fewer headlines per Reuters Service, in a size not smaller than 200 X
44 pixels square. Reuters reserves the right, with reasonable prior notice, to
replace this Logo with another graphic of similar size identifying the Reuters
Services.
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4.3 Use of Reuters Marks. Except as specifically authorized in this Section,
---------------------
Distributor shall not use the Reuters name or any Reuters trademarks without
Reuters prior written consent. Distributor may not make any statement (whether
oral or in writing) in any external advertising, marketing or promotion
materials regarding Reuters or the Reuters Services without the prior written
consent of Reuters, provided that materials that are substantially identical to
those previously approved need not be submitted for re-approval.
4.4 Linking and Framing. Distributor may not solicit or encourage other internet
-------------------
sites or on-line services to frame, or hypertext link directly to, the Reuters
Content on Distributor's Internet Service without the prior written consent of
Reuters. To the extent technologically feasible and commercially reasonable,
Distributor shall not permit any third party internet site or on-line service to
frame Distributor's Internet Service such that any Reuters Content appears on
the same screen as such third party's internet site or on-line service. To the
extent that it is not technologically feasible or commercially reasonable to
prevent such framing, upon Reuters request and at Reuters expense, Distributor
shall cooperate with Reuters in causing such third party to cease and desist
from such framing.
4.5 No Co-Branding. Distributor may not co-brand pages containing any Reuters
--------------
Content. For purposes of this subsection, to "co-brand" means to display the
name, logo, trademark or other identifier of another entity (except for Reuters
or Distributor) in such a manner as to give the viewer the impression that such
other entity is a publisher or distributor of the Reuters Content. This section
is not intended to prohibit conventional advertising or sponsorships that do not
create such impression.
4.6 Misleading Advertising. Distributor will not include any advertising on
-----------------------
pages containing Reuters Content that falsely imply that the advertiser is
associated with Reuters or the Reuters Content.
5. INTELLECTUAL PROPERTY
5.1 Rights of Reuters. The Reuters Services and Reuters name and trademarks are
------------------
the valuable intellectual property of Reuters Limited. All rights with respect
to the Reuters Services and Reuters name and trademarks, whether now existing or
which may hereafter come into existence, which are not expressly granted to
Distributor herein are reserved to Reuters Limited. Any goodwill generated
through Distributor's use of the Reuters name and trademarks shall inure solely
to the benefit of Reuters Limited.
5.2 Distributor's Obligations. Distributor will promptly notify Reuters of any
--------------------------
infringement or threatened infringement of any right of Reuters of which
Distributor becomes aware and will provide reasonable assistance to Reuters, at
Reuters expense, in connection therewith.
6. FEES/ROYALTIES
6.1 Monthly Fees. In consideration of the rights granted to Distributor in this
-------------
Agreement, Distributor will pay Reuters all fees and royalties set forth in
Schedule 2 hereto ("Fees"). All Fees shall be paid within 30 days of receipt of
an invoice for the same from Reuters.
6.2 Late Payments. All amounts owed hereunder not paid when due and payable
--------------
will bear interest from the date such amounts are due and payable at the greater
of (a) 1.5 percent per month and (b) the maximum allowable rate of interest in
the State of New York for transactions between sophisticated commercial
entities.
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7. CONFIDENTIALITY
7.1 Definition. "Confidential Information" means any information regarding the
-----------
terms of this Agreement and any information, in whatever form, regarding the
business or operations of Reuters or Distributor that the disclosing party
designates as confidential at the time of disclosure; provided that Confidential
Information shall not include information which: (a) at or prior to the time of
disclosure by the disclosing party was known to the receiving party through
lawful means; (b) at or after the time of disclosure by the disclosing party
becomes generally available to the public through no act or omission on the
receiving party's part; (c) is developed by the receiving party independent of
any Confidential Information it receives from the disclosing party; or (d) the
receiving party receives from a third person free to make such disclosure
without breach of any legal obligation.
7.2 Obligations. The receiving party acknowledges the confidential nature of
-----------
the disclosing party's Confidential Information and agrees that it shall not
disclose the disclosing party's Confidential Information to any other person, or
use any Confidential Information for any purpose other than as contemplated
hereby, without the prior written consent of the disclosing party. Each party
hereto agrees to take reasonable precautions (no less rigorous than the
receiving party takes with respect to its own comparable Confidential
Information) to prevent unauthorized or inadvertent disclosure of the other
party's Confidential Information. Notwithstanding the foregoing, a receiving
party may disclose Confidential Information of a disclosing party pursuant to
any statute, regulation, order, subpoena or document discovery request, provided
that prior written notice of such disclosure is furnished to the disclosing
party as soon as practicable in order to afford the disclosing party an
opportunity to seek, at its own expense, a protective order (it being agreed
that if the disclosing party is unable to obtain or does not seek a protective
order and the receiving party is legally compelled to disclose such information,
disclosure of such information may be made without liability).
8. LIMITATION OF LIABILITY
8.1 Acts of God. Neither party will be liable for any failure to perform any
------------
obligation hereunder, or from any delay in the performance thereof, due to
causes beyond its control, including industrial disputes of whatever nature,
acts of God, public enemy, acts of government, failure of telecommunications,
fire or other casualty. Notwithstanding the foregoing, in the event that due to
any of the causes contemplated herein there is an interruption in the Reuters
Services in excess of 24 hours, Distributor shall receive a refund of pre-paid
fees in an amount proportional to the reduction of Reuters Services due to such
delay or interruption. Furthermore, if such interruption continues for 15
consecutive days, Distributor shall have the right to terminate this Agreement
immediately upon written notice to Reuters.
8.2 Special Damages. Under no circumstances will either party be liable for any
----------------
indirect, incidental, special or consequential damages with respect to the
subject matter hereof, including lost profits, regardless of whether such
damages could have been foreseen or prevented by either party.
8.3 Aggregate Liability. Except for the parties' obligations under Section 10,
--------------------
in no event will the aggregate liability of either party to the other party or
to any third party for damages, direct or otherwise, arising out of or in
connection with this Agreement exceed the total value of the Fees payable to
Reuters during the Term regardless of the cause or form of action; provided,
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however, that the foregoing I imitation on liability shall not apply to any
violation by Distributor of the provisions of Sections 3.1, 3.2, 3.5 and 7
hereof.
9. REPRESENTATIONS AND WARRANTIES
9.1 General. Each party hereto represents and warrants that: (a) it has the
--------
full right and power to enter into and fully perform this Agreement in
accordance with its terms; and (b) the execution, delivery and performance of
this Agreement will not violate rights granted by such party to any third party
or violate the provisions of any agreement to which it is a party.
9.2 EXCLUSION OF WARRANTIES. REUTERS SHALL NOT BE LIABLE FOR ANY DAMAGES
------------------------
SUFFERED OR INCURRED BY DISTRIBUTOR OR ANY THIRD PERSON ARISING OUT OF ANY
FAULTS, INTERRUPTIONS OR DELAYS IN THE REUTERS SERVICES AND ANY INACCURACIES,
ERRORS OR OMISSIONS IN THE REUTERS CONTENT. EXCEPT AS EXPRESSLY STATED IN THIS
AGREEMENT, THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS
(AS USED IN THIS SUBSECTION, "WARRANTIES") AS TO MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN
FACT, ORAL OR IN WRITING. ALL SOFTWARE IS LICENSED "AS IS", WITHOUT ANY
WARRANTIES. EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY
WARRANTY MADE BY THE OTHER EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
10. INDEMNIFICATION
10.1 Indemnification by Distributor. Distributor will indemnify and hold
------------------------------
Reuters harmless from and against any and all liabilities, damages, awards,
settlements, losses, claims and expenses, including reasonable attorneys fees
and costs of investigation ("Damages"), due to any claim by a third party
relating to or arising out of Distributor's Internet Service or any other
activities of Distributor, including infringement of any third person's
intellectual property rights, except Damages arising solely out of Distributor's
use of the Reuters Content, unmodified, in accordance with this Agreement.
10.2 Indemnification by Reuters. Reuters will indemnify and hold Distributor
---------------------------
harmless from and against any and all Damages (including attorney's fees) due to
any claims by a third party that the Reuters Content, or the Software or
trademarks infringes any third party's intellectual property rights, provided
that: (i) the relevant claim does not arise from any modification to the Reuters
Content made by Distributor or any person receiving the Reuters Content through
Distributor; (ii) the relevant claim does not concern Reuters Content that
Reuters reasonably notified Distributor in advance should not be used; and,
(iii) if the relevant claim is not based upon content obtained by Reuters from a
third party, only to the extent that such third party has indemnified Reuters.
10.3 Notice and Participation. A party seeking indemnification pursuant to this
-------------------------
Section 13 (an "Indemnified Party") from or against the assertion of any claim
by a third party will give prompt notice to the party from whom indemnification
is sought (the "Indemnifying Party"); provided, however, that failure to give
prompt notice will not relieve the Indemnifying Party of any liability hereunder
(except to the extent the Indemnifying Party has suffered actual material
prejudice by such failure). The Indemnifying Party and the Indemnified Party
will cooperate in the defense or prosecution of any third party claims.
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11. TERMINATION
11.1 Termination by Either Party. In addition to any other remedy available at
----------------------------
law or in equity, either party may terminate this Agreement immediately, without
further obligation to the other party, in the event of any breach of this
Agreement by the other party that is not remedied within 30 days' written notice
of such breach; provided that Reuters may terminate this Agreement for any
breach of Sections 3 or 7 that is not remedied within 5 days' notice of such
breach
11.2 Termination by Reuters. In additional to the right of termination set
-----------------------
forth in Sec. 11.1, Reuters shall have the right to terminate this agreement
immediately in the event of: (a) any sale, lease or other transfer of all or
substantially all of the assets of Distributor to any entity; (b) any change in
control of Distributor (whether by merger, stock transfer or otherwise); or (c)
Distributor's making an assignment for the benefit of its creditors, the filing
of a voluntary or involuntary petition under any bankruptcy or insolvency law,
under the reorganization or arrangement provisions of the United States
Bankruptcy Code, or under the provisions of any law of like import in connection
with the other party, or the appointment of a trustee or receiver for
Distributor or its property.
11.3 Obligations Upon Termination. Promptly upon termination of this Agreement
-----------------------------
for any reason, Distributor will: (a) delete or destroy any Reuters Content
stored pursuant to Section 3.5 or otherwise in its possession, custody or
control; and (b) pay all fees accrued pursuant to this Agreement.
12. GENERAL
12.1 Similar Agreements. Nothing will be deemed to limit or restrict either
-------------------
party from entering into similar agreements with any other Person or from
offering services similar to the other party's.
12.2 Press Releases. Neither party will issue any external press statement
---------------
regarding the availability of the Reuters Services on Distributor's Internet
Site unless (a) it has received the express written consent of the other party,
which will not be unreasonably withheld; or (b) it is required to do so by Law.
12.3 Controlling Law. This Agreement will be deemed to have been executed and
----------------
delivered in the State of New York and it will be governed by and construed in
accordance with the laws of New York.
12.4 Notices. Except as otherwise provided herein, whenever any notice, request,
--------
consent, approval or other communication shall be given by one party hereto to
the other, such communication shall be in writing and shall be delivered by
registered or certified mail, return receipt requested, addressed as follows: To
Reuters: Reuters Health Information Inc. 1700 Broadway, New York, New York
10019, (212) 397-5052, Attn: CEO, Cc: COO, and To Distributor: At the Address at
the last page of this Agreement. Notices shall be effective on the date
received.
12.5 Assignments. This Agreement will be binding upon and inure to the benefit
------------
of the parties, their respective personal representatives, and permitted
successors and assigns. Distributor may not assign or otherwise transfer any of
its rights or delegate any of its duties under this Agreement without the prior
written consent of Reuters, such consent not to be unreasonably withheld.
Reuters reserves the right, at its sole discretion, to assign or transfer any of
its rights and delegate any of its duties hereunder, in whole or in part, to any
direct or indirect subsidiary
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of Reuters Limited. Each party shall respond with reasonable promptness to a
request for consent to assignment from the other.
12.6 Relationship Between the Parties. There is no joint venture, partnership,
---------------------------------
agency or fiduciary relationship existing between the parties and the parties do
not intend to create any such relationship by this Agreement.
12.7 Amendments, Waivers. This Agreement may not be amended, modified or
--------------------
superseded, unless expressly agreed to in writing by both parties. No provision
of this Agreement may be waived except by an instrument in writing executed by
the party against whom the waiver is to be effective. The failure of either
party at any time or times to require full performance of any provision hereof
will in no manner affect the right of such party at a later time to enforce the
same.
12.8 Severability. If any provision or term of this Agreement, not being of a
-------------
fundamental nature, is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remainder of this Agreement will
not be affected.
12.9 Survival. The provisions of Sections 3, 6, 7, 8, 9, 10, 11, and 12 of this
---------
Agreement will survive the termination of this Agreement.
REUTERS HEALTH INFORMATION INC.
By: (Signed)
---------------------------
Name:
Title:
DISTRIBUTOR
By:
---------------------------
Name:
Title:
Effective Date: May 1, 1999
Print Full Legal Name and Address of Distributor:
Global Net Care.com
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SCHEDULE 1
----------
Reuters Services/Content
- ------------------------
The services provided by Reuters are "Reuters Health eLine", a news service (or
portion thereof) that is delivered electronically each Business Day and the
Reuters Health eline Archive. Over the course of one (1) week, Distributor will
be provided with a minimum of fifty (50) stories per week from the service to
post on Distributor's Internet Site. Reuters shall determine in its sole
discretion the content of the service and shall have no obligation under this
Agreement or otherwise to include in the Reuters Content any particular news
material requested by Distributor.
Distributor Information
- -----------------------
"Distributor's Internet Site" means the Internet site owned and operated by
Distributor and is accessed via the URL www.globalnetcare.com, and any Mirror
Site.
SCHEDULE 2
----------
Monthly Fees
- ------------
$3,500 per month
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Operating Agreement
This Agreement contains the complete terms and conditions that apply to an
individual's or entity's participation in the Amazon.com Associates Program (the
"Program"). As used in this Agreement, "we" means Amazon.com, Inc., and "you"
means the applicant. "Site" means a World Wide Web site and, depending on the
context, refers either to Amazon.com's site located at the URL www.amazon.com,
or to the site that you will link to our site (and which you will identify in
your Program application).
1. Enrollment in the Program
-------------------------
To begin the enrollment process, you will submit a complete Program
application via our site. We will evaluate your application in good
faith and will notify you of your acceptance or rejection. We may
reject your application if we determine (in our sole discretion) that
your site is unsuitable for the Program. Unsuitable sites include those
that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age
- promote illegal activities
- include "amazon" or variations or misspellings thereof in their domain
names
- otherwise violate intellectual property rights
If we reject your application, you are welcome to reapply to the Program at any
time. You should also note that if we accept your application and your site is
thereafter determined (in our sole discretion) to be unsuitable for the Program,
we may terminate this Agreement.
2. Links on Your Site
------------------
Once you have been notified that your site has been accepted into the
Program, you may provide on your site one or more of the following
types of links to our site:
- Product Links: You may select one or more Products to list on
your site. A "Product" is any book, recorded music or video
product listed on our site under any of the "Books," "Music," or
"Video" tabs, but does not include any other type of product,
products located in any other part of our site or any products
not fulfilled by us, such as products found through our "Shop
the Web" feature. For each selected Product, you will display
on your site a short description, review, or other reference.
You will be responsible for the content, style, and placement of
these references. You will provide a Special Link (as defined
below) from each Product reference on your site to the
corresponding Amazon.com online catalog entry. Each such link
will connect directly to a single item in our online catalog.
You may add or delete Products (and related links) from your
site at any time without our approval. Books (but not other
types of Products) that are individually listed and linked as
described above are referred to as "Individually
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Linked Books." You may not list products on your site that are
not "Products" as defined above.
- Search Box Link: You may provide an Amazon.com search box on
your site that will permit your site visitors to link directly
to a page on our site that contains the results of their search
queries. We will provide you with technical specifications
describing how to include an Amazon.com search box on your site.
- General Link to Amazon.com Home Page: You may provide a general
link on your site to our home page at http://www.amazon.com. We
will provide you with guidelines and graphical artwork to use in
linking to our home page.
To permit accurate tracking, reporting, and referral fee accrual, we
will provide you with special "tagged" link formats to be used in all
links between your site and our site. You must ensure that each of the
links between your site and our site properly utilizes such special
link formats. Links to our site placed on your site pursuant to this
Agreement and which properly utilize such special link formats are
referred to as "Special Links." You will only earn referral fees with
respect to activity on our site occurring directly through Special
Links: we will not be liable to you with respect to any failure by you
to use Special Links, including to the extent that such failure may
result in any reduction of amounts which would otherwise be paid to you
pursuant to this Agreement.
3. Order Processing
----------------
We will process Product orders placed by customers who follow Special
Links from your site to our site. We reserve the right to reject
orders that do not comply with any requirements that we periodically
may establish. We will be responsible for all aspects of order
processing and fulfillment. Among other things, we will prepare order
forms, process payments, cancellations, and returns, and handle
customer service. We will track sales made to customers who purchase
Products using Special Links from your site to our site and will make
available to you reports summarizing this sales activity. The form,
content, and frequency of the reports may vary from time to time in our
discretion.
4. Referral Fees
-------------
We will pay you (in accordance with Sections 5 and 6 below) referral
fees on certain Product sales to third parties. For a Product sale to
be eligible to earn a referral fee, the customer must follow a Special
Link from your site to our site, select and purchase the Product using
our automated ordering system, accept delivery of the Product at the
shipping destination, and remit full payment to us. We will not,
however, pay referral fees on any Products that are added to a
customer's Shopping Cart or are purchased via our One-ClickSM feature
after the customer has reentered our site (other than through a Special
Link), even if the customer previously followed a link from your site
to our site. In addition, Products listed in our catalog or in search
results as "out of print" or "hard to find" are not eligible for any
referral fees. Gift certificates are not eligible to earn referral
fees. The Program is intended for commercial use only, and you may not
purchase products through the Program for your own use. Such purchases
may result (in our sole discretion) in the withholding of referral fees
or the termination of this
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Agreement. Products that are eligible to earn referral fees under the
rules set forth above are referred to as "Qualifying Products."
5. Referral Fee Schedule
---------------------
You will earn referral fees based on Qualifying Revenues according to
referral fee schedules to be established by us. "Qualifying Revenues"
are revenues derived by us from our sales of Qualifying Products,
excluding costs for shipping, handling, gift-wrapping, taxes, service
charges, credit card processing fees, and bad debt. The current
referral fee schedule is:
- 15% of Qualifying Revenues from the sale of each Individually
Linked Book that, on the date of order, is listed in our catalog
at 10% to 30% off the publisher's list price and that is added to
the customer's Shopping Cart directly from the first page that
results from following a Special Link to the Individually Linked
Book.
- 5% of Qualifying Revenues from sales of all other Qualifying
Products, including:
[ ] Individually Linked Books that, on the date of order, are
listed in our catalog at the publisher's list price (such
as special order books) or at a deep discount of more than
30% off the publisher's list price; and
[ ] Qualifying Products other than books (e.g., CDs, DVDS, VHS
tapes, etc.).
You should note that only books can qualify as "Individually Linked
Books" and that the referral fee percentage for any Qualifying Products
other than books is 5%, regardless of whether such item is individually
listed on your site.
6. Referral Fee Payment
--------------------
We will pay you referral fees on a quarterly basis. Approximately 30
days following the end of each calendar quarter, we will send you a
check for the referral fees earned on our sales of Qualifying Products
that were shipped during that quarter, less any taxes that we are
required by law to withhold. However, if the referral fees payable to
you for any calendar quarter are less than $100.00, we will hold those
referral fees until the total amount due is at least $100.00 or (if
earlier) until this Agreement is terminated. If a Product that
generated a referral fee is returned by the customer, we will deduct
the corresponding referral fee from your next quarterly payment. If
there is no subsequent payment, we will send you a bill for the
referral fee.
7. Policies and Pricing
--------------------
Customers who buy products through this Program will be deemed to be
customers of Amazon.com. Accordingly, all Amazon.com rules, policies,
and operating procedures concerning customer orders, customer service,
and product sales will apply to those customers. We may change our
policies and operating procedures at any time. For example, we will
determine the prices to be charged for products sold under this Program
in accordance with our own pricing policies. Product prices and
availability may vary from time to time. Because price changes may
affect Products that you already
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have listed on your site, you may not include price information in your
Product descriptions. We will use commercially reasonable efforts to
present accurate information, but we cannot guarantee the availability
or price of any particular product.
8. Identifying Yourself as an Associate
------------------------------------
We will make available to you a small graphic image that identifies
your site as a Program participant. You must display this logo or the
phrase "In association with Amazon.com" somewhere on your site. We may
modify the text or graphic image of this notice from time to time. In
addition, we encourage (but do not require) you to include a Special
Link on your site to the Amazon.com home page at http://www.amazon.com.
You may not make any press release with respect to this Agreement or
your participation in the Program without our prior written consent,
which may be given or withheld in our sole discretion. Please review
our Rules Regarding Associate Communications and Promotion.
9. Limited License
---------------
We grant you a nonexclusive, revocable right to use the graphic image
and text described in Section 8 and such other images for which we
grant express permission, solely for the purpose of identifying your
site as a Program participant and to assist in generating Product
sales. You may not modify the graphic image or text, or any other of
our images, in any way. We reserve all of our rights in the graphic
image and text, any other images, our trade names and trademarks, and
all other intellectual property rights. You agree to follow our
Trademark Guidelines, as those guidelines may change from time to time.
We may revoke your license at any time by giving you written notice.
10. Responsibility for Your Site
----------------------------
You will be solely responsible for the development, operation, and
maintenance of your site and for all materials that appear on your
site. For example, you will be solely responsible for:
- the technical operation of your site and all related equipment
- creating and posting Product descriptions on your site and linking
those descriptions to our catalog
- the accuracy and appropriateness of materials posted on your site
(including, among other things, all Product-related materials)
- ensuring that materials posted on your site do not violate or
infringe upon the rights of any third party (including, for
example, copyrights, trademarks, privacy, or other personal or
proprietary rights)
- ensuring that materials posted on your site are not libelous or
otherwise illegal
We disclaim all liability for these matters. Further, you will
indemnify and hold us harmless from all claims, damages, and expenses
(including, without limitation, attorneys' fees) relating to the
development, operation, maintenance, and contents of your site.
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11. Term of the Agreement
---------------------
The term of this Agreement will begin upon our acceptance of your
Program application and will end when terminated by either party.
Either you or we may terminate this Agreement at any time, with or
without cause, by giving the other party written notice of termination.
Upon the termination of this Agreement for any reason, you will
immediately cease use of, and remove from your site, all links to our
site, and all Amazon.com trademarks, trade dress and logos, and all
other materials provided by or on behalf of us to you pursuant hereto
or in connection with the Program. You are only eligible to earn
referral fees on our sales of Qualifying Products occurring during the
term, and referral fees earned through the date of termination will
remain payable only if the related orders are not canceled or returned.
We may withhold your final payment for a reasonable time to ensure that
the correct amount is paid.
12. Modification
------------
We may modify any of the terms and conditions contained in this
Agreement, at any time and in our sole discretion, by posting a change
notice or a new agreement on our site. Modifications may include, for
example, changes in the scope of available referral fees, referral fee
schedules, payment procedures, and Program rules. IF ANY MODIFICATION
IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS
AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR
POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE
BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of Parties
-----------------------
You and we are independent contractors, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between the parties. You
will have no authority to make or accept any offers or representations
on our behalf. You will not make any statement, whether on your site
or otherwise, that reasonably would contradict anything in this
Section.
14. Limitation of Liability
-----------------------
We will not be liable for indirect, special, or consequential damages
(or any loss of revenue, profits, or data) arising in connection with
this Agreement or the Program, even if we have been advised of the
possibility of such damages. Further, our aggregate liability arising
with respect to this Agreement and the Program will not exceed the
total referral fees paid or payable to you under this Agreement.
15. Disclaimers
-----------
We make no express or implied warranties or representations with
respect to the Program or any products sold through the Program
(including, without limitation, warranties of fitness, merchantability,
noninfringement, or any implied warranties arising out of a course of
performance, dealing, or trade usage). In addition, we make no
representation that the operation of our site will be uninterrupted or
error-free, and we will not be liable for the consequences of any
interruptions or errors.
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16. Independent Investigation
-------------------------
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS
TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY
OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM
THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR
TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE
DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY
REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS
AGREEMENT.
17. Miscellaneous
-------------
This Agreement will be governed by the laws of the United States and
the state of Washington, without reference to rules governing choice of
laws. Any action relating to this Agreement must be brought in the
federal or state courts located in Seattle, Washington, and you
irrevocably consent to the jurisdiction of such courts. You may not
assign this Agreement, by operation of law or otherwise, without our
prior written consent. Subject to that restriction, this Agreement
will be binding on, inure to the benefit of, and enforceable against
the parties and their respective successors and assigns. Our failure
to enforce your strict performance of any provision of this Agreement
will not constitute a waiver of our right to subsequently enforce such
provision or any other provision of this Agreement.
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GlobalNetCare, Inc.
2000 McGill College
Suite 950
Montreal, Quebec
H3A 3H3
July 8th, 1999
Dr. David Mulder
76 Sunnyside Avenue
Westmount, Quebec
H3Y 1C2
Dear Dr. Mulder,
We are writing to invite you to join our Board of Directors and to confirm the
following terms:
a) assume the position of Chairman of the Medical Policy Committee;
b) assume the position of Co-Chairman of the Teleconference Team;
c) develop and implement the Surgical Center;
d) develop, coordinate and implement the surgical care and practice
policies for the Surgical Center;
e) consult with and advise the head of each surgical specialty and
teleconferencing team as appropriate;
f) provide the Company with consulting services regarding various
issues of clinical and surgical care; and
g) act as the Company's agent for the negotiation of certain
strategic alliances and contracts in connection with the
Company's website;
h) help to promote GlobalNetCare.
We confirm that you have agreed to:
1. Assist in the development, coordinate and implement the Surgical
Care Center and practice policies for surgery to be carried out
on the Company's website and will jointly develop, coordinate
and implement policies and procedures for surgery-related
teleconferences for the teleconference Team;
2. Develop the Surgical Center to encompass the following
specialties:
a) Breast Cancer;
b) cardiothorasic surgery;
c) gynecology;
d) head and neck;
e) minimally invasive surgery;
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f) neurosurgery;
g) orthopedic surgery;
h) plastic surgery.
3. Throughout the terms of this agreement, provide the Company
twenty (20) hours per month of professional medical consulting
services regarding various issues of clinical and surgical care
as directed by the Company in addition to all other services
which you are required to provide pursuant to this agreement.
Provided a formal agreement is signed by the parties, in consideration
for the services you will provide to the Company, we confirm that the
Company will;
1. cause 500, 000 shares in the capital of the Company to be
transferred to you as soon as is reasonable possible;
2. on the date that is one year from the date of this letter, cause
the Company to transfer to you an additional 200,000 shares in
the capital of the Company;
3. on the date that is one year from the date of this letter, cause
the Company to commence paying a fee.
Board of Directors.
If you agree with the basic terms of this letter of intent, please sign where
indicated below, and GlobalNetCare will have its attorneys prepare a formal and
comprehensive agreement based on these terms.
Yours truly,
GlobalNetCare, Inc.
Per: /S/ Georges Tsoukas
--------------------
Authorized Signatory
I have read and hereby agree to the foregoing terms
as of this 8th day of July 1999.
/S/ David Mulder
--------------------------
David Mulder
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AGREEMENT
THIS AGREEMENT dated for reference the 14 day of July, 1999.
BETWEEN:
EVE LOWRY dba NUTRIVISUALS, a businesswoman, with an
address of P.O. Box 1367, 5620 Old French Town Road,
Shingle Springs, California, 95682
("Lowry")
AND:
GLOBALNETCARE, INC., a corporation incorporated under the
laws of the State of Florida with an office at Suite 950, 2000
McGill College, Montreal, Quebec, H3A 3H3
("GlobalNetCare")
WITNESSES THAT WHEREAS:
A. GlobalNetCare is in the business of operating a healthcare website
(GlobalNetCare.com) on the electronic internet and World-Wide Web (the
"Internet") to provide users with, among other things, individualized
information, advice and support with respect to various health issues;
B. Lowry owns the exclusive rights to certain photographic slide
programs containing pictures, script, graphs, recipes, worksheets, references
and other information regarding food, nutrition and general health (the "Slide
Programs") which Lowry uses as part of a teaching program on nutrition and
general health; and
C. Lowry has agreed to sell and GlobalNetCare has agreed to purchase the
exclusive rights to use and display the Slide Programs on the Internet on the
terms and conditions provided in this Agreement;
THEREFORE in consideration of the premises and the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged), the parties hereto
covenant and agree as follows:
1. Subject to the terms and conditions of this Agreement, Lowry hereby
grants to GlobalNetCare the exclusive world-wide royalty-free licence (the
"License") to use and display on the Internet the Slide Programs, as listed in
Schedule "A" hereto and incorporated herein by reference.
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2. In connection with the License, Lowry hereby agrees to provide to
GlobalNetCare prior to the Closing, one original copy and two duplicate copies
of the Slide Programs. "Closing" shall occur within fifteen (15) days of the
execution of this Agreement by each party delivering the Slide Program and the
Shares, as applicable, to the address set out below.
3. Lowry warrants and represents to GlobalNetCare that the Slide
Programs, except for those slides listed in Schedule "B" hereto and incorporated
herein by reference, are original works prepared solely by Lowry and do not
infringe the copyright or other intellectual property rights of any other party.
4. GlobalNetCare agrees that Lowry will retain the world-wide right to
enter into agreements to sell the Slide Programs, in slide, video and/or CD-ROM
format, to third parties provided that such agreements specifically exclude any
and all rights to use and/or display the Slide Programs and slide transfer
images used in corresponding videos on the Internet.
5. Notwithstanding the License, GlobalNetCare agrees that Lowry will
retain the right to display a limited portion of the Slide Programs, as mutually
agreed upon in writing by the parties in advance, on Lowry's website
(www.NutriVisuals.com) on the Internet exclusively for the purpose of
advertising and promoting the sale of the Slide Programs. For the purposes of
this paragraph 5, Lowry shall provide written notice to GlobalNetCare requesting
consent to display any Slide Programs or any new slides or slide programs on
Lowry's website and GlobalNetCare shall respond to such notice within three (3)
days of receipt of such notice.
6. Lowry grants to GlobalNetCare a right of first refusal (the "Right of
First Refusal") to purchase the exclusive world-wide right to use and display on
the Internet any additional or new slide images containing pictures, script,
graphs, recipes, worksheets, references and/or other information regarding food,
nutrition and general health (the "New Slides"). GlobalNetCare agrees to pay to
Lowry a purchase price to be negotiated; provided that such purchase price does
not exceed US$500.00 per New Slide for the first two years from the date of this
Agreement.
7. In connection with the Right of First Refusal, Lowry agrees to
provide written notification (the "Notice") to GlobalNetCare of each New Slide
within ten (10) days of the production or acquisition of each New Slide.
GlobalNetCare shall provide to Lowry, within ten (10) days of receipt of the
Notice, written notification of GlobalNetCare's decision to exercise the Right
of First Refusal in connection with each New Slide.
8. All payments payable by GlobalNetCare to Lowry in connection with the
Right of First Refusal shall be payable in cash or, at the election of
GlobalNetCare and subject to the approval if necessary of the regulatory
authorities, in whole or in part in common shares in the capital of
GlobalNetCare, issued at the 10 day average closing price (for the 10 days prior
to GlobalNetCare's election) of GlobalNetCare's common shares on any stock
exchange or quotation system upon which GlobalNetCare's common shares are listed
for trading.
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9. In consideration of the License, GlobalNetCare shall issue to Lowry,
as fully paid and non-assessable, thirty five thousand seven hundred and fifty
(35,750) common shares in the capital of GlobalNetCare (the "Shares") at a
deemed price of US$2.80 per Share. The share certificates representing the
Shares will be delivered by GlobalNetCare to Lowry at the Closing. Lowry agrees
to execute any and all subscriptions and other documents considered necessary by
counsel for GlobalNetCare.
10. Lowry shall hold harmless and indemnify GlobalNetCare, its successors
and assigns, from and against any and all liabilities, costs, damages, expenses
and lawyers' fees resulting from or attributable to the Slide Programs and the
New Slides.
11. This Agreement shall be effective immediately and shall, subject to
earlier termination as provided herein, continue for an indefinite term.
12. The License shall continue for a term of 30 years; provided that the
License shall terminate and all the rights to use and display on the Internet
the Slide Programs shall revert back to Lowry if:
(a) GlobalNetCare becomes insolvent or makes a general assignment for
the benefit of creditors or if a petition in bankruptcy is filed
against GlobalNetCare or if GlobalNetCare is adjudged bankrupt or
insolvent;
(b) a receiver or other custodian of GlobalNetCare is appointed by any
instrument or by a court of competent jurisdiction or if any
proceeding for a compromise with creditors is instituted by or
against GlobalNetCare or if the assets of GlobalNetCare are sold
or levied by any order of any court, administrative body, tribunal
or similar authority; or
(c) upon any other proceedings in bankruptcy, receivership,
dissolution or liquidation being instituted against GlobalNetCare
and continuing for thirty (30) days without being dismissed or
upon GlobalNetCare otherwise ceasing to exist.
13. Each party shall at any time, and from time to time hereafter, take
any and all steps and execute, acknowledge and deliver to the other party any
and all further deeds, instruments and assurances that the other party may
reasonably require for the purpose of giving full force and effect to the
provisions of this Agreement.
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14. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns.
15. This Agreement all matters arising thereunder shall be construed
under and governed by the laws of the Province of Quebec and the laws of Canada
applicable therein.
16. If any provision contained herein is determined to be void or
unenforceable in whole or in part, it is to that extent deemed omitted. The
remaining provisions shall not be affected in any way.
17. This Agreement shall not be amended or otherwise modified except by
a written notice of even date herewith or subsequent hereto signed by both
parties.
18. All notices, requests and communications required or permitted
hereunder shall be in writing and shall be sufficiently given and deemed to have
been received upon personal delivery or, if mailed, upon the first to occur of
actual receipt or forty-eight (48) hours after being placed in the mail, postage
prepaid, registered or certified mail, return receipt requested, respectively
addressed to the Doctor or GlobalNetCare as follows:
Lowry:
EVE LOWRY
P.O. Box 1367, 5620 Old French Town Road
Shingle Springs, California, 95682
Fax Number: (530)-677-2347
GlobalNetCare:
GLOBALNETCARE, INC.
Suite 950, 2000 McGill College
Montreal, Quebec, H3A 3H3
Fax: (514)-288-6309
Attention: The President
or such other address as may be specified in writing to the other party, but
notice of a change of address shall be effective only upon the actual receipt.
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19. Time is of the essence.
20. The provisions herein contained constitute the entire agreement
between the parties and supersede all previous understandings, communications,
representations and agreements, whether written or verbal, between the parties
with respect to the subject matter of this Agreement.
21. This Agreement may be executed in several counter-parts, each of
which will be deemed to be an original and all of which will together constitute
one and the same instrument.
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22. Delivery of an executed copy of this Agreement by electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy will be deemed to be execution and delivery of this
Agreement as of the day and year first above written.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.
SIGNED, SEALED AND DELIVERED by )
EVE LOWRY in the presence of: )
)
)
- ----------------------------------- )
Name )
) /S/ Eve Lowry
- ----------------------------------- ) --------------------------
Address ) EVE LOWRY
)
- ----------------------------------- )
)
- ----------------------------------- )
Occupation )
GLOBALNETCARE, INC.
Per: "Signed"
------------------------------
Authorized Signatory
SCHEDULE "A"
LIST OF SLIDES
1. Nutrition and Your Heart
(160 slides, keyed script and recipes)
2. Lean Life Food Slides
(80 slides, script and recipes)
3. Pros, Carbs and Fats
(60 slides, scrip, recipes and worksheet)
4. New Exchanges
(100 slides, script, recipes and worksheet)
5. Phytochemicals
(100 slides, scrip, recipes and references)
6. Carbohydrate Counting
(48 slides, keyed script and worksheet)
SCHEDULE "B"
LIST OF EXCLUDED SLIDES
1. #4 "Tomatoes On Vine"
2. #20 "Tofu Cheesecake"
3. #21 "Tofu Salad"
4. #26 "Soy Milkshakes"
5. #27 "Stir-Fry with Tofu"
6. #30 "Tomatoes in Bushel Basket"
7. #35 "Cioppino"
8. #47 "Almond Onion Soup"
9. #A-7 "Blocked Artery"
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Patrick E. Nicholls
C.O.B. Nicholls & Associates/Nicholls Securities Limited
C/O Langlois Gaudreau
Barristers & Solicitors
Scotia Tower
1002, Sherbrooke Street West
28th Floor
Montreal, Quebec H3A 3L6
Attention: Gerald N. Apostolatos
Thursday, June 24, 1999
GlobalNetCare, Inc.
2000 McGill College, Suite 950
Montreal, Quebec H3A 3H3
Attention: Board of Directors
Dear Sirs,
Thank you for your acceptance of the offer to provide corporate relations
services to GlobalNetCare, Inc. This contact is now amended and supercedes any
other agreement such that Patrick Nicholls (Nicholls) or its nominees which
shall also include Frank Corrigan will receive free trading options as follows:
100,000 share options at US$3.00 and 50,000 share options at U.S.$6.00 to be
issued when and if, during the term of this contract, the public stock price on
any trading day is respectively U.S$3.00 and U.S.$6.00 forthwith for each of
Corrigan and Nicholls. For the purposes of reporting Nicholls is a resident of
the Province of Quebec and notices and documents may be delivered to the above
noted address.
The other aspects of the contract remain as follows:
Term of six months commenced May 1, 1999 and expiring November 30, 1999
at a rate of rate of $11,000.00 (Canadian) per month in advance plus
travel and accommodation expenses for Nicholls and/or Corrigan From and
to Toronto and Montreal. The contract is for corporate and investor
relations work as directed by GlobalNetCare on a half time basis for
each of Corrigan and Nicholls.
I look forward to the issuance of the options and acknowledge with thanks
payments for the months of May and June.
Yours truly, On behalf of the Board of Directors
/S/ Nick Pedafronimos /S/ Patrick Power
Nick Pedafronimos Patrick Power
/S/ Patrick Nicholls /S/ Dr. George Tsoukas /S/ Dr. Chris Kokkalis
Patrick Nicholls Dr. George Tsoukas Dr. Chris Kokkalis
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<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
LEE EHLER, of 4086 West Hill Avenue, Montreal, Quebec
H4B 2S6
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
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(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 1,000 Optioned Shares immediately;
(b) 1,000 Optioned Shares on March 24, 2000;
(c) 1,000 Optioned Shares on March 24, 2001;
(d) 1,000 Optioned Shares on March 24, 2002; and
(e) 1,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
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giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
106
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Kris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
LEE EHLER in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Lee Ehler
- ----------------------------------- ) --------------------------
Address ) LEE EHLER
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
107
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
RAFAAT SAADE, of 1561 Iena, Laval, Quebec H7A 3H6
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
108
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of THIRTY THOUSAND (30,000) Optioned Shares at the
price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on
the dates listed below (the "Vesting Dates");
(a) 6,000 Optioned Shares immediately;
(b) 6,000 Optioned Shares on March 24, 2000;
(c) 6,000 Optioned Shares on March 24, 2001;
(d) 6,000 Optioned Shares on March 24, 2002; and
(e) 6,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
109
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
110
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Kris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
RAFAAT SAADE in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Raafat Saade
- ----------------------------------- ) --------------------------
Address ) RAFAAT SAADE
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
111
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
DYAN STERLING, of 3219 Cedar Avenue, Montreal, Quebec
H3Y 1Z4
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
112
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
113
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
114
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ George Tsoukas
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
DYAN STERLING in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Dyan Sterling
- ----------------------------------- ) --------------------------
Address ) DYAN STERLING
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
115
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
ALEXANDRA THEODOSOPOULOS, of 1442 Caldwell, Laval,
Quebec H7W 1K4
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
116
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of FIFTEEN THOUSAND (15,000) Optioned Shares at the
price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on
the dates listed below (the "Vesting Dates");
(a) 3,000 Optioned Shares immediately;
(b) 3,000 Optioned Shares on March 24, 2000;
(c) 3,000 Optioned Shares on March 24, 2001;
(d) 3,000 Optioned Shares on March 24, 2002; and
(e) 3,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
117
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
118
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Kris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
ALEXANDRA THEODOSOPOULOS in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ A. Theodosopoulos
- ----------------------------------- ) --------------------------
Address ) ALEXANDRA THEODOSOPOULOS
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
119
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
CHARIKLIA VOLAKAKIS, of 3241 Notre-Date O,
Montreal, Quebec H3C 1P3
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
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<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of FIFTEEN THOUSAND (15,000) Optioned Shares at the
price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on
the dates listed below (the "Vesting Dates");
(a) 3,000 Optioned Shares immediately;
(b) 3,000 Optioned Shares on March 24, 2000;
(c) 3,000 Optioned Shares on March 24, 2001;
(d) 3,000 Optioned Shares on March 24, 2002; and
(e) 3,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
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<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
122
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
CHARIKLIA VOLAKAKIS in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Chariklia Volakakis
- ----------------------------------- ) --------------------------
Address ) CHARIKLIA VOLAKAKIS
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
123
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
DR. JASON SZABO, of 1313 Rachel E,
Montreal, Quebec H2J 2K1
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
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<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$3.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
125
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
126
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
JASON SZABO in )
the presence of: )
)
)
- ----------------------------------- )
Name )
)
- ----------------------------------- ) --------------------------
Address ) JASON SZABO
)
- ----------------------------------- )
)
- ----------------------------------- )
Occupation )
127
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
DR. BRENT WISSE, of 289 Villeneuve O., Montreal, Quebec
H2V 2R2
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
128
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TWENTY THOUSAND (20,000) Optioned Shares at the
price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on
the dates listed below (the "Vesting Dates");
(a) 4,000 Optioned Shares immediately;
(b) 4,000 Optioned Shares on March 24, 2000;
(c) 4,000 Optioned Shares on March 24, 2001;
(d) 4,000 Optioned Shares on March 24, 2002; and
(e) 4,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
129
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
130
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
DR. BRENT WISSE in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ B. Wisse
- ----------------------------------- ) --------------------------
Address ) DR. BRENT WISSE
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
131
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
KIM N. ARREY, of 980 Bellevue, Ile Bizard, Quebec H4J 1R4
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
132
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 1,000 Optioned Shares immediately;
(b) 1,000 Optioned Shares on March 24, 2000;
(c) 1,000 Optioned Shares on March 24, 2001;
(d) 1,000 Optioned Shares on March 24, 2002; and
(e) 1,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
133
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
134
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
KIM N. ARREY in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Kim N. Arrey
- ----------------------------------- ) --------------------------
Address ) KIM N. ARREY
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
135
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
STEPHANIE COSTELLO, of 3480 Simpson, Ap. 203, Montreal,
Quebec H3G 2N7
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
136
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 1,000 Optioned Shares immediately;
(b) 1,000 Optioned Shares on March 24, 2000;
(c) 1,000 Optioned Shares on March 24, 2001;
(d) 1,000 Optioned Shares on March 24, 2002; and
(e) 1,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
137
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
138
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
STEPHANIE COSTELLO in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Stephanie Costello
- ----------------------------------- ) --------------------------
Address ) STEPHANIE COSTELLO
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
139
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
DR. GRAHAM WONG, of 6000 Hutchison Ap.4, Montreal,
Quebec H2V 4C2
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
140
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of FIFTEEN THOUSAND (15,000) Optioned Shares at the
price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on
the dates listed below (the "Vesting Dates");
(a) 3,000 Optioned Shares immediately;
(b) 3,000 Optioned Shares on March 24, 2000;
(c) 3,000 Optioned Shares on March 24, 2001;
(d) 3,000 Optioned Shares on March 24, 2002; and
(e) 3,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
141
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
142
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
DR. GRAHAM WONG in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Graham Wong
- ----------------------------------- ) --------------------------
Address ) DR. GRAHAM WONG
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
143
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
DR. NEIL MAHUTTE, of 4331 Oxford, Montreal, Quebec
H4A 2Y2
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
144
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 1,000 Optioned Shares immediately;
(b) 1,000 Optioned Shares on March 24, 2000;
(c) 1,000 Optioned Shares on March 24, 2001;
(d) 1,000 Optioned Shares on March 24, 2002; and
(e) 1,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
145
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
146
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
DR. NEIL MAHUTTE in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Neil Mahutte
- ----------------------------------- ) --------------------------
Address ) DR. NEIL MAHUTTE
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
147
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
DR. JODI SMITH, of 289 Villeneuve O, Montreal, Quebec
H2V 2R2
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
148
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 1,000 Optioned Shares immediately;
(b) 1,000 Optioned Shares on March 24, 2000;
(c) 1,000 Optioned Shares on March 24, 2001;
(d) 1,000 Optioned Shares on March 24, 2002; and
(e) 1,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
149
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
150
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
DR. JODI SMITH in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Jodi Smith
- ----------------------------------- ) --------------------------
Address ) DR. JODI SMITH
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
151
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
DR. SOPHIA OUHILAL, of 4331 Oxford, Montreal, Quebec
H4A 2Y2
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
152
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 1,000 Optioned Shares immediately;
(b) 1,000 Optioned Shares on March 24, 2000;
(c) 1,000 Optioned Shares on March 24, 2001;
(d) 1,000 Optioned Shares on March 24, 2002; and
(e) 1,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
153
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
154
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
DR. SOPHIA OUHILAL in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Sophia Ouhilal
- ----------------------------------- ) --------------------------
Address ) DR. SOPIA OUHILAL
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
155
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
DR. RABY BENJAMIN, of 5320 Macdonald, Apt. 106,
Montreal, Quebec H3X 2W2
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
156
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 1,000 Optioned Shares immediately;
(b) 1,000 Optioned Shares on March 24, 2000;
(c) 1,000 Optioned Shares on March 24, 2001;
(d) 1,000 Optioned Shares on March 24, 2002; and
(e) 1,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
157
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
158
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
DR. RABY BENJAMIN in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Raby Benjamin
- ----------------------------------- ) --------------------------
Address ) DR. RABY BENJAMIN
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
159
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
DR. WILLIAM GERSTEIN, of 504 Lansdowne Avenue,
Westmount, Quebec H3Y 2V2
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
160
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
161
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
162
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
DR. WILLIAM GERSTEIN in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ William Gerstein
- ----------------------------------- ) --------------------------
Address ) DR. WILLIAM GERSTEIN
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
163
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
DR. CHRIS TSOUKAS, of 4681 Westmount Avenue,
Westmount, Quebec H3Y 1W9
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
164
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of SEVENTY-FIVE THOUSAND (75,000) Optioned Shares at
the price of US$3.00 per Optioned Share, to be granted, and eligible for
exercise on the dates listed below (the "Vesting Dates");
(a) 15,000 Optioned Shares immediately;
(b) 15,000 Optioned Shares on March 24, 2000;
(c) 15,000 Optioned Shares on March 24, 2001;
(d) 15,000 Optioned Shares on March 24, 2002; and
(e) 15,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
165
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
166
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
"Dr. Chris Kokkalis"
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
DR. CHRIS TSOUKAS in )
the presence of: )
)
)
- ----------------------------------- )
Name )
)
- ----------------------------------- ) --------------------------
Address ) DR. CHRIS TSOUKAS
)
- ----------------------------------- )
)
- ----------------------------------- )
Occupation )
167
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
DR. FOTINI SAMPALIS, of 1438 Elizabeth, Laval,
Quebec H7W 3J8
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
168
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of THIRTY THOUSAND (30,000) Optioned Shares at the
price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on
the dates listed below (the "Vesting Dates");
(a) 6,000 Optioned Shares immediately;
(b) 6,000 Optioned Shares on March 24, 2000;
(c) 6,000 Optioned Shares on March 24, 2001;
(d) 6,000 Optioned Shares on March 24, 2002; and
(e) 6,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
169
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
170
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
DR. FOTINI SAMPALIS in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Fotini Sampalis
- ----------------------------------- ) --------------------------
Address ) DR. FOTINI SAMPALIS
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
171
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
EVANGELOS ANDROUTSOS, of 1614 Seaforth Avenue,
Montreal, Quebec, H3A 1B1
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
172
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
173
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
174
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
EVANGELOS ANDROUTSOS in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Evangelos Androutsos
- ----------------------------------- ) --------------------------
Address ) EVANGELOS ANDROUTSOS
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
175
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
KNIGHT MEDICAL CONSULTANTS, of 3550 Cote de Neiges,
#650, Montreal, Quebec
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
176
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
177
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
178
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ George Tsoukas
- -------------------------
Authorized Signatory
KNIGHT MEDICAL CONSULTANTS
Per:
"Signed"
- -------------------------
Authorized Signatory
179
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
HARVEY LALACH, of 265 Alice Carriere, Beaconsfield,
Quebec H9W 6E6
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
180
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of ONE HUNDRED TWENTY-FIVE THOUSAND (125,000)
Optioned Shares at the price of US$2.00 per Optioned Share;
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee.
9. Subject to the provisions hereof, the Option shall be exercisable in whole
or in part (at any time and from time to time as aforesaid) by the Purchaser or
his/her personal representative giving a Notice of Exercise together with
payment (by cash or by certified cheque, made payable to the Company) in full of
the purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
10. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
11. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges
181
<PAGE>
that the Optioned Shares may not be sold for a period one year from their
issuance, unless registered with the United States Securities and Exchange
Commission.
12. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
13. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
14. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
15. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
16. Time shall be of the essence of this Agreement.
17. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
18. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
19. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
20. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
21. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
182
<PAGE>
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ George Tsoukas
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
HARVEY LALACH in )
the presence of: )
)
/S/ Jimmy Foussekis )
- ----------------------------------- )
Name )
2702 - 3600 Ave du Park ) /S/ Harvey Lalach"
- ----------------------------------- ) --------------------------
Address ) HARVEY LALACH
Montreal, Quebec )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
183
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
JIMMY FOUSSEKIS, of Block A, Apt. 1414, La Cite,
3600 Park Avenue, Montreal Quebec H2X 3R2
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
184
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of ONE HUNDRED TWENTY-FIVE THOUSAND (125,000)
Optioned Shares at the price of US$2.00 per Optioned Share;
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee.
9. Subject to the provisions hereof, the Option shall be exercisable in whole
or in part (at any time and from time to time as aforesaid) by the Purchaser or
his/her personal representative giving a Notice of Exercise together with
payment (by cash or by certified cheque, made payable to the Company) in full of
the purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
10. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
11. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges
185
<PAGE>
that the Optioned Shares may not be sold for a period one year from their
issuance, unless registered with the United States Securities and Exchange
Commission.
12. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
13. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
14. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
15. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
16. Time shall be of the essence of this Agreement.
17. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
18. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
19. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
20. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
21. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
186
<PAGE>
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ George Tsoukas
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
JIMMY FOUSSEKIS in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Jimmy Foussekis
- ----------------------------------- ) --------------------------
Address ) JIMMY FOUSSEKIS
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
187
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
DOMINIC VALLELONGA, of 10239 Romuald Trudeau,
Montreal, Quebec H4M 2X5
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
188
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
189
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
190
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ George Tsoukas
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
DOMINIC VALLELONGA in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Dominic Vallelonga"
- ----------------------------------- ) --------------------------
Address ) DOMINIC VALLELONGA
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
191
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
RICARDO GARABATOS, of 1086 Violette, Laval,
Quebec H7X 2G2
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
192
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
193
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
194
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
RICARDO GARABATOS in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Ricardo Garabatos
- ----------------------------------- ) --------------------------
Address ) RICARDO GARABATOS
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
195
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
ADAM KAU, of 2000 St. Marc, #806, Montreal, Quebec
H3H 2G6
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
196
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
197
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
198
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
ADAM KAU in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Adam Kau
- ----------------------------------- ) --------------------------
Address ) ADAM KAU
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
199
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
ANGELA VAHAVIOLOS, of 7860 Querbes, 4, Montreal,
Quebec H3N 2B8
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
200
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
201
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
202
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
ANGELA VAHAVIOLOS in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Angela Vahaviolos
- ----------------------------------- ) --------------------------
Address ) ANGELA VAHAVIOLOS
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
203
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
SOPHIA HATZOPOULOS, of 12157 Jean - Bouillet,
Montreal, Quebec H4K 2K4
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
204
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
205
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
206
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
SOPHIA HATZOPOULOS in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Sophia Hatzopoulos
- ----------------------------------- ) --------------------------
Address ) SOPHIA HATZOPOULOS
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
207
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
JOAN LAMONTAGNE, of 235 Metcalfe Ave., #204,
Westmount, Quebec H3Z 2H8
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
208
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
209
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
210
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
JOAN LAMONTAGNE in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Joan Lamontagne
- ----------------------------------- ) --------------------------
Address ) JOAN LAMONTAGNE
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
211
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
GORDON SLY, of 1843 Lake Sir John, Lachute, Quebec
H8H 4M6
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
212
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TWENTY-FIVE THOUSAND (25,000) Optioned Shares at
the price of US$2.00 per Optioned Share, to be granted, and eligible for
exercise on the dates listed below (the "Vesting Dates");
(a) 5,000 Optioned Shares immediately;
(b) 5,000 Optioned Shares on March 24, 2000;
(c) 5,000 Optioned Shares on March 24, 2001;
(d) 5,000 Optioned Shares on March 24, 2002; and
(e) 5,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
213
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
214
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
GORDON SLY in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Gordon Sly
- ----------------------------------- ) --------------------------
Address ) GORDON SLY
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
215
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
CHONG H. WANG, of 355 rue Galt, Montreal, Quebec
H4G 2P5
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
216
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
217
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
218
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
CHONG H. WANG in )
the presence of: )
)
Chris Kokkalis Ph.D )
- ----------------------------------- )
Name )
5120 Samson Blvd ) /S/ Chong H. Wang
- ----------------------------------- ) --------------------------
Address ) CHONG H. WANG
Chomedey, Laval H7W 2J1 )
- ----------------------------------- )
Chief Technology Officer )
- ----------------------------------- )
Occupation )
219
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
YAKOV MINKIN, of 3957 McKenzie, Montreal,
Quebec H3S 1E7
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
220
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
221
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
222
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
YAKOV MINKIN in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Yakov Minkin
- ----------------------------------- ) --------------------------
Address ) YAKOV MINKIN
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
223
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
SERGEY MIRONOV, of 4350 Hutchisson, #706, Montreal,
Quebec
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
224
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
225
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
226
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
SERGEY MIRONOV in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Sergey Mironov
- ----------------------------------- ) --------------------------
Address ) SERGEY MIRONOV
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
227
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
GANG LIU, of 202 - 1240 Rue Du Fort, Montreal,
Quebec H3H 2B6
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
228
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
229
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
230
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
GANG LIU in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Gang Liu
- ----------------------------------- ) --------------------------
Address ) GANG LIU
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
231
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
JIAN ZENG, of 1240 Ouimet, #43, St. Laurent,
Quebec H4I 3P9
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
232
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
233
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
234
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
JIAN ZENG in )
the presence of: )
)
/S/ Dr. Chris Kokkalis )
- ----------------------------------- )
Name )
5120 Samson Blvd. ) /S/ Jian Zeng
- ----------------------------------- ) --------------------------
Address ) JIAN ZENG
Chomedey, Laval H7W 2J1 )
- ----------------------------------- )
Chief Technology Officer )
- ----------------------------------- )
Occupation )
235
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
JUNXIU ZHU, of 7470 Querbes Ave., #2, Montreal,
Quebec H3N 2B6
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
236
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TWENTY THOUSAND (20,000) Optioned Shares at the
price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on
the dates listed below (the "Vesting Dates");
(a) 4,000 Optioned Shares immediately;
(b) 4,000 Optioned Shares on March 24, 2000;
(c) 4,000 Optioned Shares on March 24, 2001;
(d) 4,000 Optioned Shares on March 24, 2002; and
(e) 4,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
237
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
238
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
JUNXIU ZHU in )
the presence of: )
)
/S/ Dr. Chris Kokkalis )
- ----------------------------------- )
Name )
5120 Samson Blvd. ) /S/ Junxiu Zhu
- ----------------------------------- ) --------------------------
Address ) JUNXIU ZHU
Chomedey, Laval H7W 2J1 )
- ----------------------------------- )
Chief Technology Officer )
- ----------------------------------- )
Occupation )
239
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
MINGHUI HAN, of 3862 Allen, #16, Verdun,
Quebec H4G 3C8
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
240
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
241
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
242
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
MINGHUI HAN in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Minghui Han
- ----------------------------------- ) --------------------------
Address ) MINGHUI HAN
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
243
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
MINGHUI HAN, of 3862 Allen, #16, Verdun,
Quebec H4G 3C8
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
244
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
245
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
246
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
MINGHUI HAN in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Minghui Han
- ----------------------------------- ) --------------------------
Address ) MINGHUI HAN
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
247
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
PATRICE FOURNIER, of 139 D'Avignon, D.D.O.,
Quebec H9B 1Y4
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
248
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 2,000 Optioned Shares immediately;
(b) 2,000 Optioned Shares on March 24, 2000;
(c) 2,000 Optioned Shares on March 24, 2001;
(d) 2,000 Optioned Shares on March 24, 2002; and
(e) 2,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
249
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
250
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Dr. Chris Kokkalis
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
PATRICE FOURNIER in )
the presence of: )
)
/S/ Harvey Lalach )
- ----------------------------------- )
Name )
265 Alice Carriere ) /S/ Patrice Fournier
- ----------------------------------- ) --------------------------
Address ) PATRICE FOURNIER
Beaconsfield, Quebec H9W 6E6 )
- ----------------------------------- )
Businessman )
- ----------------------------------- )
Occupation )
251
<PAGE>
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College,
Montreal, Quebec H3A 3H3
(hereinafter called the "Company")
OF THE FIRST PART
AND:
CHRIS KOKKALIS, of 5120 Samson Blvd., Chomedey Laval,
Quebec, H1N 2J1
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
252
<PAGE>
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of TWO HUNDRED THOUSAND (200,000) Optioned Shares at
the price of US$2.00 per Optioned Share, to be granted, and eligible for
exercise on the dates listed below (the "Vesting Dates");
(a) 40,000 Optioned Shares immediately;
(b) 40,000 Optioned Shares on March 24, 2000;
(c) 40,000 Optioned Shares on March 24, 2001;
(d) 40,000 Optioned Shares on March 24, 2002; and
(e) 40,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
253
<PAGE>
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
254
<PAGE>
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
- -------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
CHRIS KOKKALIS in )
the presence of: )
)
)
- ----------------------------------- )
Name )
)
- ----------------------------------- ) --------------------------
Address ) CHRIS KOKKALIS
)
- ----------------------------------- )
)
- ----------------------------------- )
Occupation )
255
<PAGE>
MARSH
An MMC Company Marsh Canada Limited
220, avenue McGill College, bureau, 300
Montreal, (Quebec)
H3A 3P8
Telephone (514) 285-4700
THIS IS TO CERTIFY THAT IN ACCORDANCE WITH YOUR INSTRUCTIONS, THE FOLLOWING
INSURANCE HAS BEEN EFFECTED ON YOUR BEHALF AGAINST WHICH A CERTIFICATE/S AND/OR
POLICY/IES WILL BE ISSUED BY THE INSURER/S. IN THE EVENT OF ANY INCONSISTENCY
BETWEEN THIS COVER NOTE AND THE CERTIFICATES AND/OR POLICY/IES TO BE ISSUED, THE
TERMS, CONDITIONS AND LIMITATIONS OF SUCH CERTIFICATE/S AND/OR POLICY/IES SHALL
PREVAIL.
DATE: September 15, 1999
- -------
NAMED INSURED: GlobalNetCare, Inc.
- -------------------------
MAILING ADDRESS: 2000 McGill College, Suite 950
- ---------------------------
Montreal, Qc H3A 3H3
PERIOD: From September 9, 1999 to September 9, 2000
- -----------
Both days at 12:01 a.m./standard time at the
mailing address of the Name Insured.
PREMIUM: $40,000. Deposit
- -------------
PARTICULARS OF INSURANCE:
MEDICAL PROFESSIONAL LIABILITY INSURANCE PROGRAM
AS FOLLOWS: - POLICY WORDING: AS PER ATTACHED DOCUMENT SUBJECT TO THE
FOLLOWING CHANGES BY ENDORSEMENT:
THE DEFINITION OF "INSURED" INCLUDES ON LINE PHYSICIANS
SOLELY WORKING ON BEHALF OF GLOBALNETCARE
- COVERAGE BSSIS: CLAIMS MADE
- LIMIT OF COVERAGE: $ 5,000,000 PER OCCURRENCE
$10,000,000 PER AGGREGATE
- DEDUCTIBLE: $10,000 ALL LOSSES
- ADJUSTMENT RATES: UP TO $1.2M RECEIPTS: $35
PER $1,000 RECEIPTS FROM
$1.2M UP TO $2.5M
RECEIPTS:
$17.50 PER $1,000 RECEIPTS
IN EXCESS OF $2.5M
RECEIPTS:
$8.75 PER $1,000 RECEIPTS
- Y2K EXCLUSION: (AS PER MISINTERPRETATION OF DATE
EXCLUSION ENDORSEMENT
ATTACHED)
CANCELLATION: INSURANCE UNDER THIS COVER NOTE WILL CEASE AT THE DUE DATE THAT
- -----------------------
THE CERTIFICATE/S AND/OR POLICY/IES REPLACING THIS COVER NOTE ARE ISSUED. SUCH
INSURANCE MAY BE CANCELLED BY THE INSURER/S MY MAILING AT LEAST N/A DAYS WRITTEN
NOTICE TO THE NAMED INSURED AT THE ADDRESS STATED HEREIN.
INSURERS AND PARTICIPATION:
- ------------------------------------------------
ST PAUL FIRE & MARINE INSURANCE COMPANY 100%
Marsh Canada Limited
Per:
---------------------------------
256
<PAGE>
HEALTH CARE FACILITY MEDICAL PROFESSIONAL
LIABILITY PROTECTION - CLAIMS MADE
This insuring agreement provides medical professional injury liability
protection for your health care business. There are, of course, limitation
which apply to that protection. As a result, this agreement should be read
carefully to determine the extent of the coverage provided to you and other
protected persons. Important Note: This insuring agreement provides
claims-made
coverage. Claims or suits must be reported during the policy period or during
an optional reporting endorsement period. Please read this Insuring agreement
carefully, especially the What This Agreement Covers and When This Agreement
Covers sections.
Table of Contents Page
What this Agreement Covers 1
Medial professional injury liability 1
Right and duty to defend 2
Additional payments 2
Right to appeal 2
when This Agreement Covers 3
Optional Reporting Endorsement 3
Where This Agreement Covers 3
who Is Protected Under This Agreement 3
Individual 3
Partnership or joint venture 3
Corporation or other organization 3
Administrators 3
Persons performing committee or board
services 4
Employees, students and volunteer workers 4
Separation of protected persons 4
Limits Of Coverage 4
Each person limit 4
Total limit 4
How the limits of coverage apply if a total 4
limit is left blank
Application of new limits 4
Deductibles 4
Each person deductible 4
Total deductible 5
Other Insurance 5
What This Agreement Covers
- ------------------------------------------
Medical professional injury liability. We'll pay amounts any protected person
is legally required to pay as damages, including damages assumed under contract.
The damages must be for medical professional injury that results from health
care professional services provided, or which should have been provided:
- - by or for a protected person;
- - on or after the retroactive date; and
- - before this agreement ends
The medical professional injury must also be reported to us while this agreement
or an optional reporting endorsement to this agreement is in effect.
Protected person means any person or organization who qualifies as a protected
person under the Who Is Protected Under This Agreement section of this
agreement.
Contract means any contract or agreement that is in effect at this time of the
medical professional injury.
Medical professional injury means injury, including death, to others that
results from health care professional services provided, or which should have
been provided, by or for a protected person.
Health care professional services means only the following:
- - Medical, surgical, dental, x-ray, nursing, mental or other similar health
care professional services or treatments, and food or beverages given with those
services or treatments.
- - Dispensing of drugs or medical or dental supplies and appliances.
- - Performing postmortem procedures, including autopsies or harvesting of
organs.
- - Evaluating, or responding to an evaluation of the professional
qualifications or clinical performance of any provider of health care
professional services, when done by or for any of your formal review boards or
committees.
- - Communicating, or failing to communicate, to any of your formal review
board or committees, information that relates to their covered activities.
- - Carrying out, or failing to carry out, a decision or directive of any of
your formal review boards or committees that relates to their covered
activities.
257
<PAGE>
- - Your formal review boards or committees means any formal review board or
committee of yours while performing the following functions:
- - evaluating the professional qualifications or clinical performance of any
provider of health care professional services; or
- - promoting and maintaining the quality of health care professional services
being provided.
Retroactive date means the retroactive date shown in the Coverage Summary. If
no retroactive date is shown in the Coverage Summary, we'll consider the
retroactive date to be the same as the beginning date of this agreement.
Right and duty to defend. We'll have the right and duty to defend any claim or
suit for covered medical professional injury made or brought against any
protected person. We'll do so even if any of the allegations of any such claim
or suit are groundless, false or fraudulent. But we have no duty to perform
other acts or services. And our duty to defend claims or suits ends when we
have used up the limits of coverage that apply with the payment of judgments or
settlements.
We'll have the right to investigate any claim or suit for covered medical
professional injury to the extent that we believe it is proper to do so. We'll
also have the right to settle any claim or suit for covered medical professional
injury within the available limits of coverage.
claim means:
- - a demand which seeks damages for medical professional injury; or
- - your notice advising of circumstances which are likely to result in a
demand for damages for medical professional injury.
Your notice means a notice from you to us or one of our agents that includes all
of the following:
- - The date, time and place of the medical professional injury.
- - A detailed description of what happened, including what health care
professional service was being provided or should have been provided.
- - The type of demand for damages that you anticipate.
- - The name and address of the injured party.
- - The names and addresses of any witnesses.
But we won't consider any "Patient Incident Report", "Variance Report" or any
other report, made for loss prevention purposes, to be a notice, even if you
send it to us or one of our agents.
Suit means a civil proceeding which seeks damages for medical professional
injury. It includes:
- - an arbitration proceeding for such damages to which the protected person
must submit or submits with our sent; and
- - any other alternative dispute resolution proceeding for such damages to
which the protected person submits with our consent.
Additional payments. We'll have the duty to make only the payments shown below
in connection with any claim or suit for covered medical professional injury
that we investigate or defend. These payments are in addition to the limits of
coverage. But our duty to make such payments ends when we have used up the
limits of coverage that apply with the payment of judgments or settlements.
Our expenses. We'll pay all expenses we incur.
Expenses incurred by protected persons. We'll pay all reasonable expenses that
any protected person incurs at our request while helping us investigate or
defend a claim or suit for covered medical professional injury. But we won't
pay more than $250 per day for earnings actually lost by the protected person
because of time taken off from work.
Taxed costs. We'll pay all costs taxed against any protected person in a suit.
Prejudgment interest. We'll pay the prejudgment interest that's awarded against
the protected person on that part of a judgment paid by us. But if we make a
settlement offer to pay the available limit of coverage, we won'' pay the
prejudgment interest that accumulates after the date of our offer.
Pastjudgment Interest. We'll pay all interest that accumulates on that part of
a judgment for which we make a payment. But only from the date of the judgment
to the date we:
- - pay,
- - offer to pay; or
- - deposit in court:
- - the limit of coverage that applies to the judgment.
Right to appeal. We'll have the right to appeal a judgment for medical
professional injury in any suit we defend.
If we appeal such a judgment, we'll pay all expenses which result directly from
that appeal. This includes any taxed costs and postjudgment interest. Such
appeal expenses are in addition to the limits of coverage. However, the results
of an appeal won't change the limits of coverage that apply under this
agreement.
258
<PAGE>
When This Agreement Covers
- --------------------------
We'll apply this agreement to claims or suits for covered medical professional
injury only when they're first reported:
- - while this agreement is in effect; or
- - while an optional reporting endorsement to this agreement is in effect.
protected person knew about before the beginning date of this agreement.
We'll consider a claim or suit for covered medical professional injury to be
first reported on the date that you inform us or one of our agents of a claim or
suit.
If a claim or suit for covered medical professional injury is first reported
while this agreement or an optional reporting endorsement to this agreement is
in effect, we'll consider any later claims or suits for the same medical
professional injury to have been reported at the time the first claim or suit
was
Optional Reporting Endorsement
- ------------------------------
If this agreement is cancelled or not renewed for any reason, you have the right
to buy an optional reporting endorsement.
An optional reporting endorsement will not change the ending date of this
agreement. But it will extend the time during which you may first report claims
or suits for medical professional injury that would have been covered by this
agreement had the claim or suit first been reported before this agreement was
cancelled or not renewed.
We won't issue an optional reporting endorsement unless we receive your written
request for it within 30 days after this agreement, or a previous optional
reporting endorsement to this agreement, ends. Not will it take effect unless
the additional premium for it is paid when due. If we don't receive your
written request within the 30 days or you don't pay the additional premium when
it's due, you may not exercise this right later.
If an optional reporting endorsement, issued when this agreement ends, extends
indefinitely the time to first report claims or suits, its premium will be
figured using rates and rules in effect at the time your most current policy
period began.
Once you have paid the additional premium, an optional reporting endorsement may
not be cancelled and the entire premium is non-refundable.
Where This Agreement Covers
- ---------------------------
We'll:
- - investigate and defend claims or suits; and
- - pay judgements or settlements;
professional services provided, or which should have been provided:
- - in the coverage territory; or
- - in the rest of the world by a person whose home is in the coverage
territory, but is away for a short time on your business.
Coverage territory means Canada, the United States of America, its territories
and possessions, and Puerto Rico It includes international waters or airspace
only during travel or transportation between any of the above places.
The following are protected persons, but no intern, extern, resident, or dental,
osteopathic or medical doctor is a protected person for any direct patient care
that they provided or should have provided.
Individual. If you are named in the Coverage Summary and are an individual, you
and your spouse are protected persons only for the conduct of a business of
which you are the sole owner.
Partnership or joint venture. If you are named in the Coverage Summary and are
a partnership or joint venture, you are a protected person. Your partners or
co-venturers and their spouses are protected persons only for the conduct of
your business.
However, no person or organization is a protected person for the conduct of any
current or past partnership or joint venture that's not named in the Coverage
Summary.
Corporation or other organization. I f you are named in the Coverage Summary
and are a corporation or other organization, you are a protected person. Your
executive officers, directors or trustees are protected persons only for their
duties as your officers, directors or trustees. Your stockholders are protected
persons only for their liability as your stockholders.
Administrators. Your administrators are protected persons only for their duties
as your administrators.
Your administrators means any administrator, superintendent or chief executive
officer, medical director, department head (including the head of the medical
staff) or staff member that performs administrative duties for you.
Persons performing committee or board services. Persons performing services on
or for your formal review boards or committees are protected persons, but only
while performing covered services required or requested by such boards or
committees.
Employees, students and volunteer workers. Your employees, students and
volunteer workers are protected persons only for work done within the scope of
their duties for you.
259
<PAGE>
But we won't cover medical professional injury to fellow employees if that
injury is received on the job.
Separation of protected persons. We'll apply this agreement:
- - to each protected person named in the Coverage Summary as if that
protected person was the only one name there; and
- - separately to each other protected person.
However, the limits of coverage are shared by all protected persons. We explain
how in the Limits Of Coverage section. Also, any right or duty specifically
assigned to the first Named Insured remains unchanged. We explain those rights
and duties in the General Rules, which is a part of your policy.
Limits of Coverage
- ------------------
The limits shown in the Coverage Summary and the information contained in this
section fix the most we'll pay regardless of the number of:
- - protected persons;
- - claims or suits reported; or
- - persons or organizations making claims or bringing suits.
Each person limit. This is the most we'll pay for all covered medical
professional injury that results from a health care professional service, or a
series of related health care professional services, to any one person.
Total limit. This is the most we'll pay for all claims or suits for covered
medical professional injury that are first reported in a policy year.
We explain what we mean by first reported in the When This Agreement Covers
section.
Policy year means the policy period shown in the introduction when the policy
period is one year or less. But when the policy period is longer than one year,
it means each consecutive annual period and the remaining period if any, that
the policy is in effect, starting with the date the policy begins.
If the original policy period shown in the introduction is extended for less
than 12 months, each extended period will be considered to be part of the last
policy year. For example:
Your policy period is for one year. During the policy year you request a three
month extension. We agree. As a result, your policy year becomes 15 months.
It will be subject to the same limits of coverage that applied when the policy
year was 12 months.
How the limits of coverage apply if a total limit is left blank. If the amount
of the total limit is left blank in the Coverage Summary, that total limit will
be considered to be three times the each person limit.
Application of new limits. If you change the limits of your coverage under this
agreement, or if you have changed them in the past while insured by us, the new
limits don't apply to any claim or suit that:
- - was made or brought against any protected person; or
- - any protected person knew about;
before the effective date of the limits change.
Deductibles
- -----------
The deductibles shown in the Coverage Summary and the information contained in
this section fix the amount of damages over which the limits of coverage will
apply, regardless of the number of:
- - protected persons;
- - claims or suits reported; or
- - persons or organizations making claims or bringing suits,
The deductible does not apply to any additional payments. we can pay all or
part of your deductible to settle a claim or suit. If we do, you agree to repay
us within 30 days after we inform you of the loss payment.
Each person deductible. You'll be responsible for the amount of damages within
this deductible for all covered medical professional injury that results from a
health care professional service, or a series of related health care
professional services, to any one person.
Total deductible. You'll be responsible for the amount of damages within this
deductible for all claims or suits for covered medical professional injury that
are first reported in a policy year.
we explain what we man by first reported in the When This Agreement Covers
section.
If no Total deductible amount is shown in the Coverage Summary, this Total
deductible section doesn't apply. You'll be responsible for all Each person
deductibles without further limitation.
Other Insurance
- -----------------------
This agreement is primary insurance. If the protected person has any other
valid and collectible insurance for claims or suits covered by this agreement.
We'll pay the portion of the damages which:
- - exceeds the deductible, if one applies and
- - equals our percentage of the total of all limits that apply.
But we won't pay more than the limits of coverage that apply under this
agreement. For example:
The limit of coverage under this agreement is $1,000,000. Another policy with a
limit of $250,000 also covers a claim covered by this agreement. We won't pay
more than 80% ($1,000,000/$1,250,000) of any loss
260
<PAGE>
EMPLOYEES AS ADDITIONAL PROTECTED PERSONS ENDORSEMENTS
This endorsement changes your Professional Liability Protection - Claims-Made.
How Your Coverage Is Changed
The following is added to the Who Is Protected Under This Agreement section.
This change adds certain protected persons and limits their protection.
Employees. Your employees and authorized volunteer workers are protected
persons when they're working within the scope of their assigned duties. This
endorsement does not, however, cover interns, externs, residents or dental,
osteopathic or medical doctors, nurse midwives, anesthetists, nurse
practitioners or physicians assistants even if they're employees. Nor will we
cover injuries to fellow employees received on the job or damage to property you
or your employees own, rent, occupy or control
Limits Of Coverage
The following is added to the Limits Of Coverage section.
Your limits of coverage will not apply separately to employees. Your employees
will share in the organization's limit. The organization is shown under the
Who's Protected section in the Coverage Summary.
Other Terms
All other terms of your policy remain the same.
261
<PAGE>
MISINTERPRETATION OF DATE EXCLUSION ENDORSEMENT
This Endorsement changes your
HOW COVERAGE IS CHANGED
The following is added to the Exclusion(s) - Losses Not Covered section. This
change excludes coverage.
Misinterpretation of data. We won't cover any claims that result from:
- - the actual, alleged, or potential failure, malfunction or inadequacy of
any computer component, equipment, program or system, whether belonging to any
protected person or any other person or organization to correctly read,
recognize, interpret, distinguish, process or accept any encoded, abbreviated or
encrypted date, time or combined date/time data or data field;
- - the actual, alleged, or potential failure, malfunction or inadequacy of
any other products, or any services, data or functions that directly or
indirectly use or rely on such computer component, equipment, program or system;
or
- - any advice. consultation, design, evaluation, inspection, installation,
maintenance, repair, or supervision done or provided by or for you to determine,
rectify, or test for failure, malfunction or inadequacy of such computer
component, equipment, program or system.
Failure, malfunction or inadequacy shall include any error in original or
modified design, data entry or programming.
Computer component, equipment, program or system means any:
- - computer application software;
- - computer hardware, including any micro-processor or computer chip that is
part of a computer system;
- - computer network;
- - computer operating system and related software;
- - microprocessor or computer chip that is not part of a computer system,
including any embedded chip; or
- - other computerized or electronic component or equipment.
Other Terms
All other terms of your policy remain the same.
INTERNET SERVER COLLOCATION ATTACHMENT
This agreement will provide GlobalNetCare "Customer" with collocation service
for your equipment in SecureNet Point of Presence (POP) in St. Laurent. This
includes a direct high speed connection between the SecureNet backbone and your
collocated equipment. SecureNet will provide the Customer with a defined amount
of rack space power supply 15 Amp/110Vac in a environmentally controlled, secure
machine room.
The Customer is responsible for any out-of-band console access. SecureNet
assumes responsibility for the line connecting the customer equipment to the
SecureNet backbone and any SecureNet backbone issues. The customer's equipment
will be the demarcation point for SecureNet. The customer is wholly responsible
for their equipment and any telecommunication lines (analog/ISDN, etc.)
connected to their equipment. The customer is also responsible for all
troubleshooting and maintenance of their equipment. If the customer requires
physical access to the SecureNet POP, it must be arranged through SecureNet
staff and additional charges will apply (see SecureNet POP Access Fees Schedule
B attached).
<TABLE>
<CAPTION>
Item Description Qty. Per Unit Per Month Duration
<C> <S> <C> <C> <C> <C>
1 Setup cost 5 N/A N/A 15
2 Rental of rack space 4 Std 19" 4U $ 25.00 15
3 Rental of rack space 1 Std 19" 16 U $ 50.00 15
4 Internet Access cost
(Burstable T1)* Subtotal $ 150.00
<FN>
Offer valid until July 23rd 1999, taxes, freight and telco charges not
included
*Billing will fluctuate based on sustained usage. See attached Schedule A.
</TABLE>
NOTE: Setup cost includes one visit to the POP for initial installation.
Installation time must be arranged with a SecureNet Staff at least 24 hours in
advance.
The Minimum Service Period for dedicated access is the number of months listed
above under duration**. All dedicated access items are invoiced monthly in
advance. The first invoice is sent upon our receipt of this Quotation signed by
you. Subsequent months are invoiced in advance once you have basic IP
connectivity on your link. Dedicated access terms are net thirty (30) days.
All payments must be made payable to SecureNet Information Services Inc.
** GlobalNetCare may discontinue this agreement after 3 months with a 30 day
notice if dissatisfied with the service provided, all outstanding accounts must
be settled before equipment is removed from SecureNet POP. If Customer becomes
delinquent SecureNet reserves the right to liquidate the collocated items to
settle outstanding invoices.
I (the Customer) have read and accept the attached Terms and Conditions, which,
together with this agreement, constitute the entire Agreement between SecureNet
and Customer (GlobalNetCare Inc.).
SecureNet Information Services Inc. GlobalNetCare Inc.
100 Alexis Nihon Blvd 2000 McGill College
Suite 283 Suite 950
St. Laurent, Quebec H4M 2N7 Montreal, Quebec H3A 3H3
Per: /s/J.M. Vandette Per: /s/Dr. Chris Kokkalis
----------------------- -----------------------------
Jean M. Vandette Dr. Chris Kokkalis
President Chief Technology Office
Authorized Signing Authority
Date: 25/5/99
----------
PLEASE SIGN AND RETURN BY FACSIMILE TO (514) 744-1552
262
<PAGE>
SCHEDULE A
BURSTABLE T1 (UP TO 1,544 MHPS)
The Burstable T1 service gives the user the advantage of a full T1 connection to
the Internet with the flexibility of paying only for the actual bandwidth level
used. SecureNet provides the customer with a full T1 from the SecureNet Point
of Presence POP) to the customer's collocated equipment.
Burstable T-1 Pricing
Usage Level Monthly Service
0k to 128k $600.00
128k to 256k $850.00
256k to 384k $1100.00
384k to 512k $1350.00
512k to 1024k $1950.00
1024k to 1544k $2350.00
Monthly billing for Burstable T1 service is based on sustained usage level
during the month, as determined by traffic samples taken approximately every
five minutes over the course of the month. The customers monthly charge is
determined by the usage level under which 95% of samples fall.
Local telco charges are not included, prices quoted above are Internet access
charges. Price do not include GST or PST.
** This price is based on a re-commitment to a 12 month term of service.
SCHEDULE B
SecureNet POP Access Fees
Access only by arrangement and with SecureNet and under escort
Escort access to St. Laurent POP
9-5 with 24 hours notice - $0/hour
outside 9-5 weekdays with 24 hours notice or weekdays without
appointment - $.50/hour
Minimum time charge for after hours call out 2 hours.
Collocation Access Turn-around Time
If customer's collocated hardware fails, the expected turn-around times to gain
access (Maximum time) to our collocated space in St. Laurent are:
Mon-Fri, 8:30am-9pm: 1 hour
Mon-Fri, 9pm - 8:30am: 4 hours
Weekends 9am - 8pm: 1 hour
weekends 8pm - 9am: 4 hours
Legal Holidays: 4hours
SecureNet will make every effort to co-ordinate escorted customer access to the
POP in a timely fashion.
SCHEDULE C
Labour for administrative or technical services.
Weekday incremental backups, with full backup on Friday AM, tapes and any and
all other required materials, storage materials and disposition/transportation
of tapes to be provided by Customer.
Charge of $0.00 per month for this service.
Technical services if required $50.00 per hour per technician.
263
<PAGE>
SCHEDULE D
SecureNet acknowledges the confidentiality of clients propriety material.
SecureNet acknowledges that the information and software technology that is
proprietary to GlobalNetCare servers must be kept secret. That the access to
the serves by a SecureNet technician for other than backups or re-starting of
the server will be limited to applications designated by GlobalNetCare.
SecureNet will require that any person or persons wishing to gain access to
GlobalNetCare equipment be properly identified with photo ID.
GlobalNetCare authorizes SecureNet staff to access all collocated machines when
requested for maintenance or repairs as required or under emergency conditions
(breakdowns).
SCHEDULE E
Under the "SECURENET INFORMATION SERVICES AGREEMENT TERMS" clause
2 is viewed as not applicable.
Under the SERVICE TERMINATION clause it will be amended to read as follows:
---------------------------------
SecureNet reserves the right in its sole discretion to suspend or terminate
Service to GlobalNetCare in the event of delinquency of account payment or if
GlobalNet Care pertakes in illegal dealings or legalities. Client may cancel
the service upon serving a 30 day written notice in accordance with the term
length set in the collocation agreement. any and all outstanding accounts must
be settled prior to removal of collocated equipment. The client is responsible
for a minimum of 90 days service.
SCHEDULE F
Backup power/generator services to 1200 watts/110 Vac will be supplied if any
special conditioning or filters are required, the customer is to supply the
additional equipment for this filtering.
EMPLOYMENT AGREEMENT ENTERED INTO AT
- --------------------------------------------------------------------
MONTREAL THIS 13TH DAY OF SEPTEMBER, 1999
- -------------------------------------------------------------------------
BETWEEN:
GLOBALNETCARE, a company incorporated under the laws of the state of Florida,
situated at 2000 McGill College, suite 950, Montreal, Quebec, H3A 3H3
(hereinafter referred to a "GlobalNetCare")
AND:
DR. FOTINI SAMPALIS MD, PHD, domiciled and residing at 1348 Elizabeth Blvd.,
Chomedey, Laval. H7W 3J8
(hereinafter referred to as "The Doctor")
WHEREAS:
GLOBALNETCARE and the Doctor, wish to enter into an agreement under which the
Company shall engage the services of the Doctor for the purpose of Its affairs.
1. The Company shall retain the Doctor and the Doctor has advised the
Company, of her willingness, ability and desire to do -so.
2. POSITION AND DUTIES
The Doctor,
- - Assumes the position of member of the SCIENTIFIC COMMITTEE which advises
the Board on medical matters;
- - Assumes the position of GENERAL MANAGER of all Information Centers -
overseeing all Health Care Professionals
The doctor/manager,
a) collaborates with the Director of Technology
b) directs the Project Manager,
c) assigns and supervises the work of the Medical Writers, Graphic Artists,
d) develops and oversees the logistics for each Information Center.
The doctor/manager,
264
<PAGE>
a) directs each Physician in the technique of developing an information
Center compatible, in form and content, with the Pythian
system,
b) ensures input of each Center by Computer Programmers
c) implements revisions of the module, as requested by Heads of Centers,
d) ensures the professional editing of each Center.
The doctor/manager,
a) assumes the position of the Surgical Center Committee,
b) collaborates in the production of surgical teleconferences,
c) collaborates in the production of robotic surgery.
The doctor/manager,
a) develops and oversees the logistics of the "Distance Based
Training" Teleconference Program
b) ensures input of the Program by the programmers
c) is solely responsible for the "Distance Based Training" of
Health Care professionals on innovative and traditional
diagnostic and treatment techniques for breast disease.
The doctor/manager,
a) is responsible for. the medical aspect of research and development
of proposals for medical and pharmaceutical companies
b) communicates with medical and pharmaceutical companies
c) assists in the formation of alliances with medical and
pharmaceutical companies
3. Terms of Agreement
Any and all liabilities arising pursuant to information provided by the Doctor
under the terms of this agreement shall be the sole responsibility of
GlobalNetCare. GlobalNetCare hereby covenants and agrees to indemnify, save and
hold the Doctor harmless from and against any and all loss and damages, costs,
expenses, liabilities or fees (including legal fees and costs) arising out of or
connected with any liabilities or law suits initiated pursuant to any and all
information provided under the terms of this Agreement-
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4. Earlier Termination
Notwithstanding any provisions to the contrary, the Company may terminate the
present Agreement at any time by giving the Doctor 2 weeks written notice.
5. Remuneration
GlobalNetCare shall remunerate the Doctor with shares, equivalent to
US$500.000.00 for compensation for the following
a. Delivery of the 'Virtual Breast Center"
b. Completion of the "Telesurgery Project'
c. Completion of the "Distanced Based Training Project"
The shares would be provided in two installments:
- - US$250,000.00 following the signing of the agreement;
- - US$250,000.00 six months following the signing of the agreement.
In addition, GlobalNetCare shall pay to the Doctor the sum of C$2500 payable
weekly and effective as of January l, 2000 for 20 hours of work per week of
service to GlobalNetCare.
6. Confidentiality
The Doctor shall not, either during this Agreement or after the termination
thereof, divulge, disclose or communicate to any person whomsoever, or use for
her own or another's advantage, any confidential information which the Doctor
may receive or obtain in relation to the affairs of GlobalNetCare except in so
far be necessary for the Doctor to do any of the foregoing in the performance of
his duties hereunder.
7. Document and other Property
All documents, records, correspondence, accounts, equipment or other property
relating to the affairs of the GLOBALNETCARE and kept in the possession or under
the control of the Doctor shall be and remain the property of GLOBALNETCARE.
8. Modification
This agreement shall not be modified or changed in any way except by written
amendments signed by both GlobalNetCare and the Doctor,
9. Language
The parties herein declare that they have requested that this contract be
drafted in English; les parties derlarent qu'ils ont exige que ce contract soit
redige en anglais
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Signed:
/s/George Tsoukas
- ---------------------------
Dr. George Tsoukas
- -----------------------------------------
Physician
September 13th, 1999
- -------------------------------
Date
SERVICES AGREEMENT
-----------------------------------
THIS dated for reference day of August, 10 1999.
BETWEEN:
DR. RONALD DENIS, a doctor residing at 33 Kindersley St., Town of Mont-Royal,
Quebec, H3R 1P8, Canada
(Referred to as the "Doctor")
AND:
GLOBALNETCARE, INC., a corporation incorporated under the laws of the State of
Florida with an office at 2000 McGill College, Suite 950, Montreal, Quebec, H3A
3H3, Canada
(Referred to as "GlobalNetCare")
WITNESSES THAT WHEREAS:
A. GlobalNetCare is in the business of operating a healthcare website,
GlobaiNetCare.com (the "Website"), to provide users with, among other things,
- -individualized information, advice and support with respect to various health
issues;
B. The Website is composed of multiple Health n Centers (each an Information
Center), each dealing with specific health issues on a specialized and continual
basis and each serviced by a team of doctors (the "Information Center Team")
which updates and revises the Information Center on a regular basis-,
C. GlobalNetCare wishes to develop and implement an Information Center to
deal with:
a) trauma related injuries and conditions (the "Trauma Net Center") and
b) surgical care and practice (the "Surgical Information Centre");
D. As part of the Webster, GlobalNetCare will assemble:
a) a team of medical specialists (the "Teleconference Team") to operate a
teleconference whereby GlobalNetCare will link, by video
teleconferencing over the Internet, various medical specialists
with other physicians, interns, students, patients or
other persons for the purpose of providing specialized
medical diagnosis and treatment services in connection with
various medical and health issues.
b) the Medical Policy Committee (MPG), consisting of doctors (each a
MPC Member), will scrutinize, review and
recommend revisions, deletions and addition, to the type
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of Information Center available on the Website and
provide advice on other services to be provided by
GlobalNetCare.
E. The Doctor possesses expertise in the diagnosis and treatment of trauma
related injuries and conditions and surgical care and practice;
F. GlobalNetCare wishes to retain the Doctor to:
a) develop and implement the Trauma Net Center,
b) assume the position of Co-chairman of the Teleconference Project,
c) assume the position of member of the Medical Policy Committee
d) provide GlobalNetCare with consulting services regarding various issues
of clinical and surgical care, and
e) act as GlobalNetCare's agent for the negotiation of certain strategic
alliances and contracts in connection with the Website
(the "Services"); and
G. The Doctor has advised GlobalNetCare of his willingness, ability and desire
to perform the Services;
THEREFORE in consideration of the premises and the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged), the parties hereto
covenant and agree as follows-
1. GlobalNetCare hereby engages the Doctor to provide, and the Doctor hereby
agrees to provide the Services as set out in this Agreement as an independent
adviser and consultant.
MATERIALS FOR THE TRAUMA NET CENTER
- ---------------------------------------------------------------------
2. The Doctor shall provide to GlobalNetCare information and materials on
the diagnosis and treatment of trauma related injuries and conditions (the
"Trauma Materials"), suitable in form and content for integration Into
GlobalNetCare's Pythian System, and satisfy-Ing such standards of professional
ethics and practices as shall be applicable
3. GlobalNetCare shall have the right to review the Trauma Materials and to
incorporate such amendments thereto as GlobalNetCare may, in its discretion,
reasonably require, If GlobalNetCare, acting reasonably, satisfies itself as to
the form and content of the Trauma Materials GlobalNetCare will provide written
notice (the "Trauma Acceptance Notice") to the Doctor of its acceptance or
rejection of same no later than the 14th business day following receipt of the
Trauma Materials. If GlobalNetCare fails to provide either a rejection, a
request for further Trauma Materials or the Trauma Acceptance Notice to the
Doctor within such time limits, it shall be deemed to have accepted the Trauma
Materials as of the first business day (the "Trauma Deemed Acceptance Date')
next following the date on which the Trauma Acceptance Deadline occurs- For
greater certainty, GlobalNetCare shall be deemed to have accepted the Trauma
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Materials on the earliest to occur of the Trauma Deemed Acceptance Date or the
date of the Trauma Notice of Acceptance (such earlier date, the "Trauma
Acceptance Date"), if it takes no other action.
4. For a period of five (5) years after the Trauma Acceptance Date, the
Doctor shall be the Head of the Trauma Net Center Team and shall be responsible
for the periodic review, maintenance and updating of the Trauma Materials to
ensure that such Trauma Materials continue to meet such standards of
professional ethics and practice as from time to time may be applicable.
APPOINTMENT TO BOARD OF DIRECTORS
- ------------------------------------------------------------------
5. GlobalNetCare shall, within thirty (30) days of execution of this
Agreement, cause the Doctor to be appointed to the Board of Directors (the
"GlobalNetCare Board") of GlobalNetCare to hold office until the Doctor resigns
as a director or until the next annual general meeting of GlobalNetCare,
whichever is earlier.
6. The Doctor acknowledges that the GlobalNetCare Board is elected annually.
TELECONFERENCE PROJECT
- ---------------------------------------------
7. GlobalNetCare hereby appoints the Doctor as a co-chairman of the
Teleconference Project and the Doctor hereby accepts the appointment for the
term of this agreement-
8. During the term of this Agreement and while acting as co-chairman of the
Teleconference Project Team, the Doctor shall be responsible for the operation
of the Project.
MEDICAL POLICY COMMITTEE
- ----------------------------------------------
9. GlobalNetCare hereby appoints the Doctor as a Member of the Medical
Policy Committee and the Doctor hereby accepts such appointment for the term of
this Agreement.
CONSULTING SERVICES
- -------------------------------------
10. During the term of this Agreement, the Doctor shall provide to
GlobalNetCare twenty (20) hours per month of professional medical consulting
services (the "Consulting Services") regarding various issues of clinical and
surgical care as directed by GlobalNetCare.
STRATEGIC ALLIANCES AND CONTRACTS
- -----------------------------------------------------------------
11. The Doctor covenants that he shall, as agent for and on behalf of
GlobalNetCare, use his best efforts to arrange alliance between GlobalNetCare
and Lucent Technologies.
12. The Doctor covenants that he shall, as agent for and on behalf of
GlobalNetCare, use his best efforts to arrange an alliance between GlobalNetCare
and U.S.S.C.
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COMPENSATION FOR SERVICES
- --------------------------------------------------
13. As the Doctor's compensation for services, other than the Consulting
Services, rendered under this Agreement, GlobalNetCare shall issue to the
Doctor, as fully paid and non-assessable, four hundred and eighty hundred
thousand (480,000) common shares in the capital of GlobalNetCare (the "Shares").
The Shares shall vest as to 200,000 Shares on the date of the execution of this
Agreement and 280,000 Shares upon completion of agreements with Lucent
Technologies, Guidant and U.S.S.C. or on each six (6) month anniversary of the
date of this Agreement ("Vesting Dates") until all 480,000 Shares have been
vested to the Doctor. The share certificates representing the first 200,000
Shares will be delivered by GlobalNetCare to the Doctor within thirty (30) days
of execution of this Agreement. The remaining share certificates shall be
delivered as to two (2) share certificates of 140,000 each on or before each of
the Vesting Dates as analyzed above. If this Agreement is terminated for any
reason, those Shares that have vested in the Doctor at the effective date of
termination shall be deemed to have been earned by the Doctor and no claim for
any additional shares, compensation, severance or consideration of any kind may
be made by the Doctor- provided, however, that GlobalNetCare shall have the
right to offset against any payment owing to the Doctor under this Agreement any
damages, liabilities, costs or expenses suffered by GlobalNetCare by reason of
the fraud, negligence or willful act of the Doctor, to the extent such right has
not been waived by GlobalNetCare.
14. The Doctor acknowledges that the Shares have not been registered
pursuant to the securities laws of any jurisdiction and are being issued
pursuant to exemptions from registration contained in the Securities Act
(Quebec) and the United States Securities Act of 1933, as amended (the "1933
Act"), and the Shares may only be sold in a jurisdiction in accordance with the
restrictions on resale prescribed under the laws of the jurisdiction in which
such shares are sold, all of which may vary depending on the jurisdiction.
Accordingly, the Shares will be subject to hold periods and other restrictions
as is stipulated by applicable securities legislation, including those
restrictions imposed on affiliates", as that term is defined in the 1933 Act.
GlobalNetCare agrees to add registration of any of the Shares issued to the
Doctor to any other share registration that it may file with the SEC during the
term of this Agreement,
15. As compensation for the Consulting Services rendered by the Doctor
pursuant to this Agreement, GlobalNetCare shall pay to the Doctor an honorarium
in the sum of US$3,500 per month payable monthly and effective as of the 1st of
June 1999.
16 At all times during the term of this Agreement, the Doctor shall cause
accurate books and records of all expenditures made by him in connection with
the activities being performed for GlobalNetCare under this Agreement to be kept
and keep all invoices, receipts and vouchers relating thereto. If a special
expense is required, GlobalNetCare may give the Doctor prior approval of -its
willingness to reimburse for particular expenses. GlobalNetCare must provide
such consent in writing prior to the expense being incurred.
17. In performing services hereunder, the Doctor shall be an independent
contractor and not an employee or agent of GlobalNetCare, except that the Doctor
shall be the agent of GlobalNetCare solely in circumstances where the Doctor
must be the agent to carry out his obligations as set forth in this Agreement.
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18. Nothing on this Agreement shall be deemed to require the Doctor to
provide his services exclusively to GlobalNetCare and the Doctor hereby
acknowledges that GlobalNetCare is not required and shall not be required to
make any remittances and payments required of employers by statute on the
Doctor's behalf and the Doctor or any of his agents or employees shall not be
entitled to any benefits Provided by GlobalNetCare to its employees.
19. The Doctor warrants and represents to GlobalNetCare that:
a) he is duly licensed to practice Medicine in the Province of Quebec; and
b) the Materials and any updates thereto will be original works prepared
solely by the Doctor and will not infringe the copyright or other intellectual
property rights of any other party.
19. GlobalNetCare represents and warrants to the Doctor that it:
a) is a corporate duly incorporated and validly existing under the laws of
State of Florida;
b) has the corporate capacity to enter into this Agreement and has taken all
of the necessary steps to authorize the execution thereof; and
c) is authorized to issue and deliver to the Doctor the Shares.
20. GlobalNetCare shall hold harmless and indemnify the Doctor, his
successors and assigns, from and against any and all liabilities, costs,
damages, expenses and lawyers" fees resulting from or attributable to the use of
the Materials or any updates thereto by GlobalNetCare. GlobalNetCare agrees to
obtain adequate insurance coverage for such liabilities, costs, damages,
expenses and lawyers' fees attributable to the use of the Materials or any
updates thereto. The Doctor shall be named insured under these policies.
2l. This Agreement may be terminated by the Doctor by giving GlobalNetCare
60 days written notice of such termination- This Agreement may be terminated by
GlobalNetCare for non-performance or breach of contract by the doctor. The term
of this Agreement is five (5) years from the date first indicated above.
22. In the event that the Doctor ceases to carry out his duties and perform
the services hereunder, or if the Doctor resign unilaterally and on his own
initiative from all of his positions hereunder, this Agreement shall be deemed
to be terminated by the Doctor as of the date of such cessation of Duties or
such resignation, and GlobalNetCare shall have no further obligations-
23 Upon termination of this Agreement after delivery of the Acceptance
Notice for any reason, the Doctor shall upon receipt of the Shares, promptly
deliver the following in accordance with the directions of GlobalNetCare all
documents pertaining to GlobalNetCare or this Agreement, including but not
limited to, all books of account, corresponding and contracts.
24, All Materials, updates to Materials or reports, documents, concepts,
products and processes together with any marketing schemes, business contracts,
or any business opportunities prepared, produced, developed, or acquired, by or
at the direction of the Doctor, directly or
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indirectly, in connection with or
otherwise developed by the Doctor in accordance with this Agreement
(collectively, the 'Work Product") shall unless rejected, belong exclusively to
GlobalNetCare which shall be entitled to all right, interest, profits or
benefits inn respect thereof. No copies, summaries or- other reproductions of
any Work Product shall be made by the Doctor or any of his agents or employees
without the express permission of the GlobalNetCare.
25- The Doctor shall not, except as authorized or required by his duties,
reveal or divulge to any person or companies any of the trade secrets, secret or
confidential operations, processes or dealings or any information concerning the
organization, business, finances, transactions or other affairs of
GlobalNetCare, which may come to the knowledge of the Doctor during the term of
this Agreement and shall keep in complete secrecy all confidential information
entrusted to the Doctor and shall not use or attempt to use any such information
in any manner which may injure or cause loss, either directly or indirectly, to
GlobalNetCare's business or may be likely so to do.
25. The Doctor shall use his best efforts to comply with such directions, as
GlobalNetCare shall make to ensure the safeguarding or confidentiality of all
information, GlobalNetCare may require that any agent or employee of the Doctor
execute an agreement with GlobalNetCare regarding the confidentiality of all
such information.
26. Each party shall at any time, and from time to time hereafter, take any
and all steps and execute, acknowledge and deliver to the other party any and
all further deeds, instruments and assurances that the other party may
reasonably require for the purpose of giving full force and effect to the
provisions of this Agreement-
28. This Agreement shall not be assignable.
29. This Agreement shall ensure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns.
30. This Agreement all matters arising thereunder shall be construed under
and governed by the laws of the Province of Quebec and the laws of Canada
applicable therein.
31. The heading of the sections and subsections herein are for convenience
only and shall not control or affect the meaning or construction of any
provisions of this Agreement.
32. This Agreement shall not be amended or otherwise modified except by a
written notice of even date herewith or subsequent hereto signed by both
parties.
33. All notices, requests and communications required or permitted hereunder
shall be in writing and shall be sufficiently given and deemed to have been
received upon personal delivery or, if mailed, upon the first to occur of actual
receipt or forty-eight (48) hours after being placed in the mail, postage
prepaid, registered or certified mail, return receipt requested, respectively
addressed to the Doctor or GlobalNetCare as follows:
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The Doctor.-
Dr. Ronald Denis
33 Kindersley
---------------------
Ville Mont-Royal, Quebec, H3R 1P8
----------------------
Fax Number: (514) 738-8122
GlobalNetCare:
GLOBALNETCARE, Inc.
2000 McGill College, Suite 950
Montreal, Quebec, H3A 3H3
Fax: (514) 288 - 6309
Attention: The President
Or such address as may be specified in writing to the other party, but notice of
a change of address shall be effective only upon the actual receipt.
34. Time is of the essence.
35. This agreement may be executed in several counterparts, each of which
will be deemed to be an original and all of which will together constitute one
and' the same instrument.
36. Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Agreement as of
the day and year first above written,
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the
date first above written.
SIGNED, SEALED AND DELIVERED by DR.RONALD DENIS in the presence of:
/s/George Tsoukas
- ----------------------------
Name
GEORGE TSOUKAS [R. DENIS]
- ------------------------------ ----------------
Address Dr. RONALD DENIS
2000 McGill College
- -------------------------------
Montreal
- -------------
Occupation
CEO GLOBALNETCARE
INTELLECTUAL PROPERTY ASSIGNMENT
THIS AGREEMENT dated this day of, 199
BETWEEN:
GLOBALNETCARE, INC., a Florida company located at 950-2000
McGill College, Montreal, Quebec, H3A 3A3.
("GlobalNetCare")
AND:
PATRICK POWER, GEORGE TSOUKAS, NICK PEDAFRONIMOS,
CHRIS KOKKALIS and DR. DAVID MULDER.
(collectively the "Directors")
WHEREAS:
A. GlobalNetCare is in the business of providing medical information
and advertising the services of others on its internet web site at
www.globalnetcare.com (the "Web Site"); and
B. The Directors are currently serving as directors of GlobalNetCare .
IN CONSIDERATION of the premises and covenants contained herein, the
payment of ten dollars ($10.00) by GlobalNetCare to the Directors, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties, the parties agree as follows:
1. Definitions
-----------------
In this Agreement, the expressions following shall have the meanings
indicated below, unless the context otherwise requires:
1.1 "including" means including without limitation or prejudice to the
generality of any description, definition, term or phrase preceding that word
and the word "include" and its derivatives shall be construed accordingly.
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1.2 "created" means developed, created, generated, conceived, reduced to
practice or learned of.
1.3 "Trade Secret" means information, including a formula, pattern,
compilation, program, device, product, method, technique or process, that
(a) is used, or may be used, in business or for any commercial
advantage,
(b) derives independent economic value, actual or potential, from
not being generally known to the public or to other persons
who can obtain economic value from its disclosure or use,
(c) is the subject of reasonable efforts to prevent it from
becoming generally known, and
(d) the disclosure of which would result in harm or improper
benefit.
1.4 "Customers" includes all viewers and visitors to the Web Site.
1.5 "Confidential Information" includes all Trade Secrets of GlobalNetCare
and includes information contained in or related to:
(a) any and all versions of GlobalNetCare's proprietary software
(including the software program known as "The Pythian System"),
hardware, firmware, data and documentation;
(b) other proprietary software, hardware, firmware, data, documentation
and information previously, now or later, created, developed,
produced or distributed by GlobalNetCare (including any such software,
hardware, firmware, data, documentation and information created,
produced, distributed, or made known by the Directors during the
period of or arising out of the Directors' service to GlobalNetCare;
(c) GlobalNetCare's business methods and practices;
(d) compilations of data or information concerning GlobalNetCare's
business and its Customers;
(e) the names of GlobalNetCare's suppliers, advertisers, physicians and
Customers and
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the nature of GlobalNetCare's relationships with these
suppliers, advertisers, physicians and Customers;
(f) information obtained from GlobalNetCare's Customers or compilations
of data from such information;
(g) the technology, systems, improvements, plans and technology used or
proposed to be used by GlobalNetCare; and,
(h) any other information not generally known to the public (including
information about GlobalNetCare's operations, personnel, products or
services) which, if misused or disclosed could have a reasonable possibility
of adversely affecting the business of GlobalNetCare,
but does not include any of the foregoing which is or becomes information that
is generally known in the area of business in which GlobalNetCare is engaged or
is otherwise accessible through lawful, non-confidential sources.
1.6 "Works" includes all discoveries, developments, designs, improvements,
inventions, ideas, creations, algorithms, drawings, compilations of information,
analysis, experiments, reports, formulae, methods, processes, techniques,
computer software programs and all developer's notes, tools, libraries,
utilities and documentation therefor (including the software program known as
"The Pythian System"), flowcharts, specifications and source code listings,
strategies, know-how, literary and other copyrightable works, trade-marks,
domain names and data, and includes any modifications or improvements thereto,
whether or not patentable or registrable under patent, copyright, trade-mark or
similar statutes, that are created by the Directors, either alone or jointly
with others, that are related to or useful in the business of GlobalNetCare, or
result from tasks done by the Directors on behalf of GlobalNetCare, or result
from the use of premises or property (including equipment, software, firmware,
data, supplies, facilities, or GlobalNetCare's Confidential Information) owned,
leased, licensed or contracted for by GlobalNetCare, and whether created before,
on or after the date of this Agreement.
1.7 "Intellectual Property Rights" means any and all and all legal
protection recognized by the
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law (whether by statute, common law or otherwise)
in respect of the Works, including trade secret and confidential information
protection, patents, domain names and domain name registration, copyright and
copyright registration, industrial design registration and trade-marks and
trade-mark registrations and other registrations or grants of rights analogous
thereto;
2. Representations and Warranties
-------------------------------------------------
2.1 The Directors hereby represent and warrant to GlobalNetCare that the
Directors have not:
(a) registered, used or applied to register, except as requested by
GlobalNetCare, a domain name or trade-mark using the words "Pythian",
"Global", "Net", or "Care", or using portions or combinations of
such words;
(b) registered or applied to register a copyright for, or including,
any works used by GlobalNetCare, including the Works;
(c) patented or applied to patent any of the Works; and
(d) except as requested by GlobalNetCare, disclosed the Confidential
Information to any other person.
3. Non-Disclosure
------------------------
3.1 Except upon the express authorization or direction by GlobalNetCare, the
directors shall not, during the term of service with, or at any other time after
such service is terminated, for any reason or cause whatsoever, disclose to or
discuss with any other person in any manner whatsoever the Confidential
Information.
3.2 At all times during and subsequent to the termination of the Directors'
services to GlobalNetCare, the Directors shall not use, reproduce or take
advantage of the Confidential Information for the purpose of creating,
maintaining, or marketing or aiding in the creation,
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maintenance or marketing of
any product or service which is competitive with any product or service
developed, owned, licensed, sold or marketed by GlobalNetCare.
3.3 Upon the request of GlobalNetCare, and in any event upon the termination
of the provision of Directors' services to the Company, the Directors shall
immediately return to GlobalNetCare all materials, including all copies in
whatever form or media, containing the Confidential Information which are in the
Directors' possession or under the Directors' control or which are in the
possession or under the control of any persons for whom the Directors are
legally responsible.
4. Assignment
------------------
4.1 All Works shall be the sole property of GlobalNetCare and its assigns,
and GlobalNetCare and its assigns shall be the sole owners of all of the
Intellectual Property Rights. The Directors hereby assign to GlobalNetCare any
and all rights the Directors now have or may hereafter acquire in all of the
Works. The Directors shall assist GlobalNetCare in every reasonable way (but at
GlobalNetCare's expense) to obtain, modify and from time to time enforce all of
the Intellectual Property Rights in all countries, and to that end the Directors
shall execute all documents for use in applying for, modifying and obtaining all
of the Intellectual Property Rights and enforcing all of the Intellectual
Property Rights, as GlobalNetCare may desire, together with any assignments
thereof to GlobalNetCare or persons designated by it.
4.2 The Directors' obligation to assist GlobalNetCare in obtaining and
enforcing the Intellectual Property Rights shall continue beyond the period of
time of service to GlobalNetCare, but GlobalNetCare shall compensate the
Directors at a reasonable rate after such period for time actually spent by the
Directors at GlobalNetCare's request on such assistance. In the event
GlobalNetCare is unable, after reasonable effort, to secure the Directors'
signatures on any documents needed to apply for, modify or prosecute any of the
Intellectual Property Rights, whether because of physical or mental incapacity
or for any other reason whatsoever, the Directors
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hereby irrevocably grant to
GlobalNetCare and its duly authorized officers and agents a power of attorney to
act for and in the Directors' behalf and stead to execute and file any such
application or applications and to do all other lawfully permitted acts to
further the prosecution and issuance of the Intellectual Property Rights thereon
with the same legal force and effect as if issued by the Directors.
4.3 GlobalNetCare, its assignees and licensees, are not required to
designate the Directors as the author of any Works. The Directors hereby waive
in whole all moral rights which the Directors may have in the Works, including
the right to the integrity of the Works, the right to be associated with the
Works, the right to restrain or claim damages for any distortion, mutilation or
other modification of the Works and the right to restrain use or reproduction of
the Works in any context and in connection with any product, service, cause or
institution.
5. Enforcement
-------------------
5.1 The Directors acknowledge and agree that damages may not be an adequate
remedy to compensate GlobalNetCare for any breach of the Directors' obligations
contained in this Agreement and, accordingly, the Directors agree that in
addition to any and all other remedies available to GlobalNetCare, GlobalNetCare
shall be entitled to obtain relief by way of temporary or permanent injunction
to enforce the obligations contained in this Agreement.
6. General
-------------
6.1 This Agreement shall be governed by and interpreted in accordance with
the laws of the Province of British Columbia and the laws of Canada applicable
in British Columbia. In the event of any dispute or other proceeding under this
Agreement, the Directors hereby irrevocably attorn to the non-exclusive
jurisdiction of the Courts of British Columbia.
6.2 If any provision of this Agreement is wholly or partially unenforceable
for any reason, such unenforceable provision or part thereof shall be deemed to
be omitted from this Agreement without in any way invalidating or impairing the
other provisions of this Agreement.
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6.3 The rights and obligations under this Agreement shall survive the
termination of the Directors' services to GlobalNetCare and shall be binding
upon the Directors' heirs, executors and administrators and shall enure to the
benefit of the successors and assigns of GlobalNetCare.
6.4 No failure or delay on the part of GlobalNetCare in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or remedy preclude any
other further exercise thereof or the exercise of any further right, power or
remedy.
6.5 The Directors have read this Agreement, having been given sufficient
time to do so thoroughly, and understand it and agree to its terms and the
Directors' obligations hereunder. The Directors have been given the opportunity
by GlobalNetCare to obtain independent legal advice concerning the
interpretation and effect of this Agreement. The Directors hereby acknowledge
having received a fully executed copy of this Agreement.
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IN WITNESS WHEREOF this Agreement has been executed by the parties on
the date set out above.
GLOBALNETCARE, INC.
/s/ Nick Pedafronimos
- ---------------------------------------
Per: Authorized Signatory
SIGNED, SEALED and
DELIVERED by )
PATRICK POWER
in the presence )
of: )
) /s/ Patrick Power
/s/ Daniel J. Power ) ---------------------------
- --------------------------- ) PATRICK POWER
Signature )
Daniel J. Power )
- ------------------------------ )
Print Name )
#905 - 1050 Burrard St)
- --------------------------------)
Address )
Vancouver, BC V6Z 2G2)
- -----------------------------------
Businessman )
- ------------------------------ )
Occupation )
SIGNED, SEALED and
DELIVERED by )
GEORGE TSOUKAS
in the presence )
of: )
) /s/ George Tsoukas
/s/ Harvey Lalach ) -----------------------------
- -----------------------------) GEORGE TSOUKAS
Signature )
)
Harvey Lalach )
- ------------------------------)
Print Name )
265 Alice Carriere )
- ------------------------------ )
Address )
Beaconsfield, Quebec)
- --------------------------------)
Businessman )
- ---------------------------------)
Occupation )
280
<PAGE>
SIGNED, SEALED and
DELIVERED by )
NICK PEDAFRONIMOS)
in the presence )
of: ) /s/ Nick Pedafronimos
/s/ Harvey Lalach ) ---------------------------------
- ------------------------- ) NICK PEDAFRONIMOS
Signature )
)
Harvey Lalach )
- --------------------------)
Print Name )
265 Alice Carriere )
- ---------------------------)
Address )
Beaconsfield, Quebec)
- --------------------------------)
Businessman )
- ---------------------------------)
Occupation )
SIGNED, SEALED and
DELIVERED by )
CHRIS KOKKALIS
in the presence )
of: )
/s/ Chris Kokkalis
/s/ Harvey Lalach ) ----------------------------
- ------------------------- ) CHRIS KOKKALIS
Signature )
)
Harvey Lalach )
- --------------------------)
Print Name )
265 Alice Carriere )
- ---------------------------)
Address )
Beaconsfield, Quebec)
- --------------------------------)
Businessman )
- ---------------------------------)
Occupation )
SIGNED, SEALED and
DELIVERED by )
DR. DAVID MULDER
in the presence )
of: )
) /s/ Dr. David Mulder
/s/ S. Dupont ) --------------------------------
- -------------------------- ) DR. DAVID MULDER
Signature )
)
S. Dupont )
- -----------------------------)
Print Name )
105-6255 Pl. NorthCrest)
- ----------------------------------)
Address )
Montreal, Quebec )
- -----------------------------------)
Medical Secretary )
- -----------------------------------)
Occupation )
This is page 9 of an Intellectual Property Assignment
Agreement between GlobalNetCare, Inc. and Patrick Power,
George Tsoukas, Nick Pedafronimos, Chris Kokkalis
and Dr. David Mulder dated -------------------------------------
EXHIBIT 21
NAME OF SUBSIDIARIES
21.1 3423336 Canada Ltd. (incorporated under the federal
laws of Canada on February 3, 1998)
<PAGE>
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