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MANAGEMENT CONSULTING SERVICES CONTRACT AGREEMENT BETWEEN
Shannon Wilkinson
101-2025 West 2nd Avenue
Vancouver, BC, V6J 1J6
Tel: (604) 970-1341
AND
TopClick International Inc.
7676 Hazard Center Drive, Office 10 -5th Floor
San Diego, CA, 92108
Tel: (619) 298-8225
This contract confirms the agreement between TopClick International Inc.
(TOPCLICK) and Shannon Wilkinson concerning the provision of management
consulting services to TOPCLICK. The terms are as follows:
Contract Definition
-------------------
This contract is a 'services contract' with the meaning of the term referring
to consulting services being contracted as defined in "Services". All parties
agree and acknowledge that Shannon Wilkinson is providing contracted services
and nothing in this Agreement shall create an employer-employee relationship,
principal-agent relationship nor a partnership.
Contract term
-------------
The term of this agreement shall be from June 1, 2000 to August 30, 2000.
Notwithstanding the date of execution of this agreement, the term shall be
deemed to have commenced on June 1, 2000 and shall continue to August 31,
2000, or until notice of termination has been given by either TOPCLICK or
Shannon Wilkinson.
Contract termination
--------------------
Both Shannon Wilkinson and TOPCLICK reserve the right to cancel this contract
without further obligation or expense of any kind at any time without notice
or warning for cause or non-compliance with this Agreement; or upon thirty
(30) days written notice during the term of the Agreement for any reason.
Services
--------
Shannon Wilkinson will provide the following consulting services:
* Assist the CEO with strategic planning for TopClick
* Assist the CEO with development of TopClick's business plan
* Assist the CEO in the definition of sponsorship/advertising elements
and potential revenue opportunities
* Assist the CEO in the recommendation of Search Business Acquisitions
for Topclick
Compensation
------------
TopClick shall pay to Shannon Wilkinson a contract completion payment of
$25,000 (USD) and TopClick shall have the option to pay for this in shares of
TopClick International Inc. Such shares will be restricted in nature, but
Topclick shall issue an S8 at the end of the contract period, which will make
the shares tradable. Such shares to be priced at an average market price over
the period for which the services are performed, and the instruction to the
Transfer Agent to issue such shares will occur upon completion of the
contract.
Other Contracts
---------------
Shannon Wilkinson shall inform Topclick of any other contracts that he intends
to enter into with other parties, prior to agreeing such contracts. In the
event that Topclick reasonably considers there to be a conflict of interest in
such a contract, Topclick reserves the right to terminate this contract with
Shannon Wilkinson immediately if Shannon Wilkinson commits to such new work.
Governing Laws and Interpretation
---------------------------------
This Agreement shall be interpreted and governed according to the laws of
British Columbia. Should any provision of this Agreement be found to be
invalid or unenforceable, the remainder shall continue to be valid and
enforceable.
Section headings are not intended to affect the meaning nor the interpretation
of the Agreement.
Agreement
---------
This document shall form one entire and complete Agreement (the Agreement).
The Agreement may only be amended in writing signed by both parties or their
fully authorized representatives.
Agreed and signed,
----------------------------------- Date:
Shannon Wilkinson --------------
----------------------------------- Date:
Chris Lewis --------------
TopClick International Inc.
