<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
FEBRUARY 2, 2000
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
ALR TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
15496 Bel-Red Road
Suite 310
Redmond, Washington 98052 5507
Tel:
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(425) 376-2578
REGISTRANT'S TELEPHONE NUMBER
Nevada 0-30414 88-0225807
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER ID #)
Nevada -
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER)
OF INCORPORATION)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
On February 2, 2000, the Company closed a settlement agreement with a Director,
Lorne Drever, a company controlled by that Director and several other parties,
pursuant to which the Company acquired 11,000,000 of its own common shares for
cancellation as well as the resignation of Lorne Drever as an officer and a
director of the Company and its subsidiaries. Total consideration paid by the
Company pursuant to this agreement was CDN $200,000. As a result of this
transaction, the number of issued and outstanding shares of the Company has been
reduced to 21,078,446 common shares.
The purchase consideration was established through negotiation. Of the total
consideration, CDN $81,786.47 was made by offset against loans and advances
previously made to Lorne Drever or a company controlled by Lorne Drever. The
balance of CDN $118,213.53 was paid from funds obtained through a loan from
Christine Kan which bears interest at the US bank prime rate and as is repayable
by June 30, 2000.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
n/a
(b) Pro forma financial information
It is not practicable to provide the required pro forma financial
statements on the date hereof. Accordingly, the pro forma financial
statements will be filed as an amendment to this Current Report on Form
8-K as soon as practicable, but not later than April 17, 2000 (60 days
after this Current Report on Form 8-K must be filed).
(c) Exhibits
99.1 Settlement Agreement dated January 27, 2000, between the Company,
706166 Alberta Ltd., 745797 Alberta Ltd., Lorne Drever, Debbie MacNutt,
Dean Drever, Sandra Ross and Sidney Chan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALR Technologies Inc.
By: /s/ SIDNEY CHAN
-----------------------
Sidney Chan, President
Date: February 16, 2000
<PAGE> 1
EXHIBIT 99.1
SETTLEMENT AGREEMENT
MEMORANDUM OF AGREEMENT dated as of the 27th day of January, 2000.
BETWEEN:
706166 ALBERTA LTD., an Alberta company having its registered office at
2600 Manulife Place, 10180 - 101 Street, Edmonton, Alberta
(hereinafter referred to as "706166")
OF THE FIRST PART
AND:
745797 ALBERTA LTD., an Alberta company having its registered office at
2600 Manulife Place, 10180 - 101 Street, Edmonton, Alberta
(hereinafter referred to as "745797")
OF THE SECOND PART
AND:
LORNE DREVER, businessman, of Edmonton, Alberta
(hereinafter referred to as "Lorne")
OF THE THIRD PART
AND:
DEBBIE MACNUTT, businessperson, of Edmonton, Alberta
(hereinafter referred to as "Debbie")
OF THE FOURTH PART
AND:
DEAN DREVER, businessman, of Edmonton, Alberta
(hereinafter referred to as "Dean")
OF THE FIFTH PART
2
<PAGE> 2
AND:
SANDRA ROSS, businessperson, of Edmonton, Alberta
(hereinafter referred to as "Sandra")
OF THE SIXTH PART
AND:
ALR TECHNOLOGIES INC., a Nevada company having an office at 15446 Bel-Red
Road, Redmond, Washington, 98052-5507
(hereinafter referred to as "ALRT")
OF THE SEVENTH PART
AND:
A LITTLE REMINDER (ALR) INC., a Wyoming company having an office at 15446
Bel-Red Road, Redmond, Washington, 98052-5507
(hereinafter referred to as "ALR")
OF THE EIGHTH PART
AND:
TIMELY DEVICES INC., an Alberta company having an office at 201, 10323 -
178 Street Edmonton, Alberta, T5S 1R5
(hereinafter referred to as "TDI")
OF THE NINTH PART
AND:
SIDNEY CHAN, businessman, of 2050 - 650 West Georgia Street, Vancouver,
British Columbia, V6B 4N7
(hereinafter referred to as "Sidney")
OF THE TENTH PART
WHEREAS:
A. Lorne is Vice-President and a director of ALRT, is President and a director
of ALRT's subsidiary, ALR, and is or has been an employee, independent
contractor, President and a director of ALR's subsidiary, TDI;
B. Dean is a former employee of TDI and Debbie is an employee of TDI;
3
<PAGE> 3
C. 706166, 745797, Dean, Sandra and ALRT are parties to an Amended Pooling
Agreement (the "Amended Pooling Agreement") and a Lock-Up Agreement (the
"Lock-Up Agreement"), both dated February 17, 1999, pursuant to which 706166,
745797, Dean and Sandra agreed, subject to certain conditions, to deliver to
ALRT for cancellation 6,000,000 Common shares of ALRT registered in their
respective names, which shares are now represented by the share certificates
detailed in Schedule "A" to this Agreement (the "Cancellation Shares");
D. 706166, 745797 and ALRT are also parties to an Assignment Agreement dated
September 20, 1999 (the "Assignment Agreement"), promissory notes dated
September 21, 1999 each in the sum of $500,000 in favour of 706166 and 745797
(the "Notes") and a Pledge Agreement dated September 21, 1999 (the "Pledge
Agreement") pursuant to which 706166 and 745797 assigned to ALRT all of their
right, title and interest in and to the promissory notes and pledge agreements
detailed in Schedule "B" to this Agreement, which promissory notes were secured
by the pledge of the 5,000,000 Common shares of ALRT (the "Pledged Shares"), now
represented by the share certificates set out in Schedule "C" to this Agreement;
E. Certain differences have arisen between the parties hereto with respect to
the management of ALRT and its subsidiaries and with respect to the
interpretation of the Assignment Agreement and the Pledge Agreement and the
payment for, and transfer and cancellation of, the Cancellation Shares and the
Pledged Shares;
F. The parties wish to enter into this Agreement to settle the terms under which
Lorne will resign as an officer and director of ALRT and ALR and as an employee
or independent contractor, President and director of TDI, and pursuant to which
the Cancellation Shares and Pledged Shares will be delivered to ALRT for
cancellation.
NOW THEREFORE in consideration of the mutual promises and covenants and
agreements hereinafter contained and for other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged by the parties, the
parties covenant and agree with each other as follows:
1. CANCELLATION SHARES AND PLEDGED SHARES
1.1 For and in consideration of the payments set out in section 2.1 of this
Agreement, and other good and valuable consideration, and subject to the terms
of this Agreement, the parties agree as follows:
(a) 706166, 745797, Lorne, Debbie, Dean and Sandra hereby waive any and
all interest they may have in and to the Cancellation Shares and
acknowledge and agree that ALRT is entitled to ownership and
possession of the Cancellation Shares and that ALRT is entitled to
deal with the Cancellation Shares in its sole discretion. 706166,
745797, Dean and Sandra will execute stock powers of attorney in
favour of ALRT for the Cancellation Shares, to be delivered on Closing
(as defined in section 2.2 of this Agreement); and
(b) 706166, 745797 and ALRT agree that the Assignment Agreement, the Notes
and the Pledge Agreement are hereby terminated and cancelled, and each
of 706166,
4
<PAGE> 4
745797 and ALRT hereby releases, remises and forever discharges the
other parties, and, as applicable, their past, present and future
directors, officers, promoters, employees, servants, agents,
successors and assigns, of and from any and all manner of actions,
causes of actions, suits, contracts, claims, demands and damages of
any nature and kind whatsoever which 706166, 745797 and ALRT now have
or may have against each other relating to, or arising directly or
indirectly from, the Assignment Agreement, the Notes, the Pledge
Agreement, the Amended Pooling Agreement and the Lock-Up Agreement.
706166 and 745797 hereby waive any and all interest they may have in
and to the Pledged Shares and acknowledge and agree that ALRT is
entitled to ownership and possession of the Pledged Shares and that
ALRT is entitled to deal with the Pledged Shares in its sole
discretion.
2. PAYMENT
2.1 Upon the terms and subject to the conditions hereof, on the Closing (as
defined in section 2.2 of this Agreement), ALRT shall pay the following sums:
(a) to 706166, $18,213.53, (being $100,000 less a payment of $52,500
already made to 706166 by ALRT on the $500,000 Note granted to 706166
by ALRT and less $29,286.47 in advances previously made by ALRT (or
its subsidiaries) to 706166 and Lorne); and
(b) to 745797, $100,000.
2.2 The closing of the transactions contemplated by this Agreement (the
"Closing") will take place on February 1, 2000 (the "Closing Date"), or such
other date as may be agreed upon in writing by the parties.
2.3 The payments set out in section 2.1 shall be allocated as follows:
(a) in the case of 706166, $99,999 in consideration of Lorne entering into
the Non-Disclosure and Non-Competition Agreement attached hereto as
Schedule "E" and the balance in consideration of the remaining
premises of this Agreement; and
(b) in the case of 745797, $99,999 in consideration of Debbie entering
into the Non-Disclosure and Non-Competition Agreement attached hereto
as Schedule "G" and the balance in consideration of the remaining
premises of this Agreement.
3. RESIGNATIONS AND ACKNOWLEDGEMENT
3.1 Effective on Closing, Lorne will resign as Vice-President and a director of
ALRT, as President and a director of ALR and as an employee or independent
contractor, President and a director of TDI, and Debbie will resign as an
employee of TDI, and Lorne and Debbie will deliver the appropriate resignations
on Closing.
3.2 The parties hereto acknowledge that effective on the Closing of the
transactions contemplated by this agreement, ALRT will come under new management
and will undertake
5
<PAGE> 5
further financings and the development and release of new products and product
applications. These changes will be effected to further ALRT's business and
enhance ALRT's prospects and the parties hereto are entering into this Agreement
with full knowledge that such changes may occur.
4. REPAYMENT OF LOANS
4.1 Lorne and 706166 hereby agree to repay all advances made by ALRT, ALR and
TDI to Lorne and/or 706166, which repayment will be made by ALRT setting off
such advances against the $100,000 payable to 706166 under section 2.1 of this
Agreement. The parties acknowledge that this set off has been calculated in
section 2.1(a) of this Agreement.
5. RELEASE FROM ROYAL BANK
5.1 ALRT agrees to use its best efforts to obtain the release of Lorne from his
personal guarantee of the obligations of ALRT, ALR and/or TDI held by the Royal
Bank of Canada, Knowledge Based Industries, at 10831 - 82 Avenue, Edmonton,
Alberta. In the event such a release is not obtained prior to Closing, ALRT,
ALR, TDI and Sidney will indemnify Lorne for any obligations of Lorne to the
Royal Bank arising out of the aforesaid guarantee.
6. INTELLECTUAL PROPERTY
6.1 706166 and Lorne acknowledge and agree that all intellectual property
relating to the products and business of ALRT, ALR and TDI, including all
trademarks, copyright, patents and know how (meaning, without limiting the
generality of the foregoing, all concepts (including business concepts and
business models), marketing rights, ideas, discoveries and inventions relating
to any design, process, method, practice, technique, manufacture, production and
use of ALRT's, ALR's or TDI's products) are and remain the sole property of
ALRT, ALR and TDI, and 706166 and Lorne hereby waive any and all interest they
may have in or to such intellectual property.
7. COLLATERAL AGREEMENTS AND DELIVERIES ON CLOSING
7.1 The parties agree to execute and deliver on Closing the following
agreements and documents:
(a) 706166 and 745797 will execute and deliver the following:
(i) Stock Powers of Attorney for, respectively, the 2,550,000 and
2,325,000 Cancellation Shares set out in Schedule "A"; and
(ii) a Release of ALRT, ALR and TDI in the form attached hereto as
Schedule "D".
(b) Lorne will execute and deliver the following:
(i) a Release of ALRT, ALR and TDI in the form attached hereto as
Schedule "D";
6
<PAGE> 6
(ii) a Non-Disclosure and Non-Competition Agreement in the form
attached hereto as Schedule "E";
(iii) an Indemnification Agreement in favour of TDI in the form
attached hereto as Schedule "F";
(iv) Resignations as Vice-President and a director of ALRT, as
President and a director of ALR and as an employee or independent
contractor, President and a director of TDI; and
(v) the transfer of the vehicle lease and release of TDI detailed in
Part 8.
(c) Debbie agrees to execute and deliver the following:
(i) a Release of ALRT, ALR and TDI in the form attached hereto as
Schedule "D";
(ii) a Resignation as an employee of TDI; and
(iii) a Non-Disclosure and Non-Competition Agreement in the form
attached hereto as Schedule "G".
(d) Dean will execute and deliver the following:
(i) a Stock Power of Attorney for the 562,500 Cancellation Shares set
out in Schedule "A";
(ii) a Release of ALRT, ALR and TDI in the form attached hereto as
Schedule "D"; and
(iii) an acknowledgement with respect to Dean's employment by TDI in
the form attached hereto as Schedule "H".
(e) Sandra will execute and deliver the following:
(i) a Stock Power of Attorney for the 562,500 Cancellation Shares set
out in Schedule "A"; and
(ii) a Release of ALRT, ALR and TDI in the form attached hereto as
Schedule "D".
(f) ALRT will execute and deliver the following:
(i) certified cheques, bank drafts or solicitors trust cheques
payable to 706166 and 745797, or to their order, for the sums set
out in section 2.1 of this Agreement;
(ii) a Release in the form attached hereto as Schedule "I";
7
<PAGE> 7
(iii) an Indemnification Agreement in favour of Lorne in the form
attached hereto as Schedule "F"; and
(iv) in the event the release from the Royal Bank detailed in section
5.1 of this Agreement is not obtained prior to Closing, an
Indemnification of Lorne in the form attached hereto as Schedule
"J".
(g) TDI and ALR will execute and deliver the following:
(i) a Release in the form attached hereto as Schedule "I"; and
(ii) in the event the release from the Royal Bank detailed in section
5.1 of this Agreement is not obtained prior to Closing, an
Indemnification of Lorne in the form attached hereto as Schedule
"J".
(h) Sidney will execute and deliver the following:
(i) in the event the release from the Royal Bank detailed in section
5.1 of this Agreement is not obtained prior to Closing, an
Indemnification of Lorne in the form attached hereto as Schedule
"J".
8. TRANSFER AND RELEASE FOR LEASED VEHICLE
8.1 TDI currently leases a vehicle for Lorne. Lorne will, on or before Closing,
arrange for the transfer of the vehicle lease from TDI to Lorne or 706166, and
will arrange to have TDI released from any and all obligations arising out of
the vehicle lease.
9. INDEPENDENT LEGAL ADVICE
9.1 Each of the parties acknowledges that Russell & DuMoulin has represented
ALRT and that the other parties have been advised to seek independent legal
advice with respect to the execution of this Settlement Agreement and all
related documentation and each of the parties confirms that they have entered
into this Settlement Agreement of their own free will without coercion or duress
having been imposed upon them by any of the other parties. Each party shall bear
their own legal costs with respect to this Agreement.
10. NO ADMISSION OF LIABILITY
10.1 It is understood and agreed that this Settlement Agreement is a compromise
agreement of settlement of disputed claims and that the consideration of this
Settlement Agreement shall not be deemed to be, or construed to be, an admission
of liability by any of the parties to this Settlement Agreement, or any of their
respective officers, members and employees.
11. ENTIRE AGREEMENT
11.1 This Settlement Agreement together with all Schedules hereto constitutes
the entire agreement between the parties hereto with respect to the subject
matter hereof, and
8
<PAGE> 8
supercedes all prior and contemporaneous agreements, understandings and
discussions between the parties hereto with respect to the subject matter of
this Agreement.
12. GOVERNING LAW
12.1 This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia without reference to its conflict of
laws principles. The parties attorn to the exclusive jurisdiction of the courts
in British Columbia.
13. FURTHER ASSURANCES
13.1 Each of the parties shall at all times hereafter execute and deliver at the
request of the other parties all such further and other documents, deeds and
instruments and shall do and perform all such acts as are or may be necessary or
desirable to carry out and give full effect to the intended meaning of this
Agreement.
14. TIME OF THE ESSENCE
14.1 Time shall be of the essence of this Agreement.
15. ENUREMENT
15.1 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
16. CURRENCY
16.1 Unless otherwise noted, all dollar figures stated in this Agreement shall
be in Canadian dollars.
17. SEVERABILITY
17.1 If any provision, or portion thereof, of this Agreement shall be found to
be void, invalid, illegal or unenforceable in any respect, in any jurisdiction,
by a court or other lawful authority of competent jurisdiction, then this
Agreement shall within such jurisdiction continue in full force and effect with
respect to the remaining provisions without there being impaired or invalidated
in any way, any such void, invalid, illegal or non-enforceable provision shall
solely for such jurisdiction be deemed stricken; provided that the severability
of any provision or portion of this Agreement will not in any way detract from
the full effect to the intended meaning of this Agreement.
18. COUNTERPARTS
18.1 This Settlement Agreement may be executed in any number of original or
faxed counterparts, with the same effect as if all the parties had signed the
same document, and will become effective when one or more counterparts have been
signed by all the parties and delivered to each of the other parties. All
counterparts will be construed together and evidence only one agreement which,
notwithstanding the dates of execution of any of the counterparts, will
9
<PAGE> 9
be deemed to be dated the day and year first written above, and only one of
which need be produced for any purpose.
706166 ALBERTA LTD. 745797 ALBERTA LTD.
Per: /s/ LORNE DREVER Per: /s/ DEBBIE MACNUTT
_________________________________ ________________________________
Authorized Signatory Authorized Signatory
/s/ LORNE DREVER /s/ DEBBIE MACNUTT
_______________________________________ _________________________________
LORNE DREVER DEBBIE MACNUTT
/s/ DEAN DREVER /s/ SANDRA ROSS
_______________________________________ _________________________________
DEAN DREVER SANDRA ROSS
ALR TECHNOLOGIES INC. A LITTLE REMINDER (ALR) INC.
Per: /s/ KEN ROBULAK Per: /s/ GREG RAE
__________________________________ ________________________________
Authorized Signatory Authorized Signatory
TIMELY DEVICES INC.
Per: /s/ GREG RAE Per: /s/ SIDNEY CHAN
__________________________________ _________________________________
Authorized Signatory SIDNEY CHAN
10
<PAGE> 10
SCHEDULE "A"
CANCELLATION SHARES
<TABLE>
<CAPTION>
REGISTERED SHAREHOLDER SHARE CERTIFICATE NO. NO. OF SHARES
- ---------------------- --------------------- -------------
<S> <C> <C>
706166 Alberta Ltd. 5294 2,550,000
745797 Alberta Ltd. 5298 2,325,000
Sandra Ross 5301 562,500
Dean Drever 5304 562,500
---------------------- -------------
TOTAL 6,000,000
</TABLE>
11
<PAGE> 11
SCHEDULE "B"
PROMISSORY NOTES AND PLEDGE AGREEMENTS
1. Promissory Note dated December 8, 1998 from Kirium Ltd. in favour of 706166
in the sum of $250,000 ($Cdn).
2. Pledge Agreement dated December 8, 1998 between Kirium Ltd. and 706166.
3. Promissory Note dated December 8, 1998 between Turquoise Diversified Trading
Ltd. and 706166 in the sum of $250,000 ($Cdn).
4. Pledge Agreement dated December 8, 1998 between Turquoise Diversified Trading
Ltd. and 706166.
5. Promissory Note dated December 8, 1998 from Caprice Enterprises Ltd. in
favour of 745797 in the sum of $250,000 ($Cdn).
6. Pledge Agreement dated December 8, 1998 between Caprice Enterprises Ltd. and
745797.
7. Promissory Note dated December 8, 1998 from Cordoba Incorporated in favour of
745797 in the sum of $250,000 ($Cdn).
8. Pledge Agreement dated December 8, 1998 between Cordoba Incorporated and
745797.
12
<PAGE> 12
SCHEDULE "C"
PLEDGED SHARES
<TABLE>
<CAPTION>
REGISTERED SHAREHOLDER SHARE CERTIFICATE NO. NO. OF SHARES
- ---------------------- --------------------- -------------
<S> <C> <C>
Turquoise Diversified Trading Ltd. 5101 1,250,000
Caprice Enterprises Ltd. 5102 1,250,000
Kirium Ltd. 5103 1,250,000
Cordoba Incorporated 5114 1,250,000
---------------------- -------------
TOTAL 5,000,000
</TABLE>
13
<PAGE> 13
SCHEDULE "D"
FULL AND FINAL RELEASE OF ALL CLAIMS
Know all men by these presents that for and in consideration of the payment of
$1.00 by each of ALR TECHNOLOGIES INC. ("ALRT"), A LITTLE REMINDER (ALR) INC.
("ALR") and TIMELY DEVICES INC. ("TDI") to 706166 ALBERTA LTD. ("706166"),
745797 ALBERTA LTD. ("745797"), LORNE DREVER ("DREVER"), DEBBIE MacNUTT
("DEBBIE"), DEAN DREVER ("DEAN") and SANDRA ROSS ("SANDRA"), and in
consideration of the premises of the Settlement Agreement made, inter alia,
between the parties hereto dated January 27, 2000 (the "Settlement Agreement"),
706166, 745797, Drever, Debbie, Dean and Sandra, for themselves and, as
applicable, their present and future directors, officers, employees, servants,
agents, successors, assigns, heirs, executors and administrators, and the
respective heirs, executors, administrators and assigns of such directors,
officers, employees, servants and agents (collectively, the "Releasors") hereby
remise, release and forever discharge ALRT, ALR, TDI and their past, present and
future directors, officers, employees, servants, agents, successors and assigns
and the respective heirs, executors, administrators and assigns of such
directors, officers, employees, servants and agents (collectively, the
"Releasees") from any and all manner of actions, causes of action, claims,
controversies, suits, proceedings, debts, dues, profits, accounts, contracts,
damages, interest, costs, sums of money, expenses, covenants, agreements,
promises, obligations, liabilities and compensation of whatsoever nature and
kind, whatsoever, wheresoever and howsoever arising, whether known or unknown,
suspected or unsuspected, whether at law or in equity, which the Releasors now
have or at any time hereafter can, shall or may have in any way resulting or
arising from or by reason of any cause, matter, deed, act, activity, omission,
statement or thing whatsoever done or omitted to be done by any of the Releasees
including, without limiting the generality of the foregoing and as is applicable
between respective parties, anything relating to the business or operations of
the Releasees, the employment of any of the Releasors by any of the Releases
(whether as employees or independent contractors), or arising out of the Lock-Up
Agreement dated February 17, 1999 between ALRT and 706166, 745797, DEAN and
SANDRA, the Amended Pooling Agreement dated February 17, 1999 between ALR and
706166, 745797, DEAN, SANDRA and others, the Assignment Agreement dated
September 20, 1999 between ALRT, 706166 and 745797, the Pledge Agreement dated
September 21, 1999 between ALRT, 706166 and 745797 and the Promissory Notes
dated September 21, 1999 granted by ALRT in favour of each of 706166 and 745797.
It is expressly understood and agreed that the Releasors hereby represent and
declare that they have read this Full and Final Release of All Claims and have
received the full benefit of independent legal advice in respect thereof.
It is further expressly understood and agreed that the provisions hereof shall
be binding upon the Releasors and their respective heirs, executors,
administrators, successors, representatives and assigns.
It is further expressly understood and agreed that the Releasors hereby confirm
that this Full and Final Release of All Claims, together with the Settlement
Agreement, contains the entire
14
<PAGE> 14
agreement between the parties hereto in regard to the matters which are the
subject matter of this Full and Final Release of All Claims and the terms of
this Full and Final Release of All Claims are contractual and none of them is a
mere recital.
It is further expressly understood and agreed that this Full and Final Release
of All Claims is enforceable in all jurisdictions of the world and that it shall
be enforceable in all jurisdictions according to the laws of the Province of
British Columbia.
This Full and Final Release of All Claims may be executed in any number of
original or faxed counterparts, with the same effect as if all the parties had
signed the same document, and will become effective when one or more
counterparts have been signed by all the parties and delivered to each of the
other parties. All counterparts will be construed together and evidence only one
agreement which, notwithstanding the dates of execution of any of the
counterparts, will be deemed to be dated the day and year first written above,
and only one of which need be produced for any purpose.
IN WITNESS WHEREOF the undersigned have hereunto set their hands and seals this
1st day of February, 2000.
706166 ALBERTA LTD. 745797 ALBERTA LTD.
Per: /s/ LORNE DREVER Per: /s/ DEBBIE MACNUTT
________________________________ _____________________________
Authorized Signatory Authorized Signatory
/s/ LORNE DREVER /s/ DEBBIE MACNUTT
____________________________________ __________________________________
LORNE DREVER DEBBIE MACNUTT
/s/ DEAN DREVER /s/ SANDRA ROSS
____________________________________ __________________________________
DEAN DREVER SANDRA ROSS
15
<PAGE> 15
SCHEDULE "E"
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
BETWEEN:
ALR TECHNOLOGIES INC. ("ALRT"), a Nevada company having an office at 15446
Bel-Red Road, Redmond, Washington, 98052-5507, A LITTLE REMINDER (ALR) INC.
("ALR"), a Wyoming company having its registered office at 1720 Carey
Avenue, PO Box 1083, Cheyenne, Wyoming, 89509, and TIMELY DEVICES INC.
("TDI"), an Alberta company having an office at 18162 - 102 Avenue,
Edmonton, Alberta, T5S 1S7
(collectively, the "Companies")
AND:
LORNE DREVER, businessman, of the City of Edmonton, in the Province of
Alberta
("Drever")
WHEREAS:
A. Drever has been employed or retained as an independent contractor by TDI
and has at various times served as an officer and director of the Companies; and
B. Pursuant to the terms of a Settlement Agreement dated January 27, 2000
made, inter alia, between the parties hereto (the "Settlement Agreement"),
Drever has agreed to resign as an officer and director of ALRT and ALR and as an
officer, director and employee or independent contractor of TDI and to execute
and deliver this Agreement.
NOW THEREFORE in consideration of the sum of $99,999 now paid by ALRT, ALR
and TDI to Drever pursuant to this Agreement and the terms of the Settlement
Agreement, and in consideration of the premises of the Settlement Agreement, the
parties to this Agreement agree as follows:
1. Drever agrees that, as a consequence of serving as an officer and director
of the Companies and as an employee or independent contractor with TDI, Drever
was provided with access to confidential and proprietary information and
knowledge relating to the business of the Companies and the affairs of the
Companies' clients and prospective clients, such as customer lists, confidential
customer information such as type of purchases, volume of business, lists of
suppliers and price lists.
2. Drever shall not, subsequent to his resignation from the Companies,
disclose to any person, firm, corporation or other entity any confidential or
proprietary information
16
<PAGE> 16
concerning the Companies, the business of the Companies or any of their
customers, or any of the Companies' or their customers' dealings, which have or
may come to Drever's knowledge, and Drever will not, for any reason whatsoever,
at any time or for any purpose use any confidential or proprietary information
concerning the Companies, the business of the Companies or any of their
customers, or any of the Companies' dealings or their customers' dealings, which
Drever may have acquired either for the benefit of Drever or to the detriment or
intended or probable detriment of the Companies or any of their customers.
3. Any confidential or proprietary information or documents supplied by the
Companies to Drever or which came to Drever's knowledge as a result of his
serving as an officer or director of the Companies or as an employee or
independent contractor of TDI shall remain the property of the Companies. Drever
agrees to at once return all confidential or proprietary information to the
Companies and will not thereafter disclose any such information to third
parties.
4. Drever agrees that Companies are entitled to reasonable protection against
unfair use by Drever of the information referred to in paragraphs 1, 2 and 3,
and against unfair competition by Drever utilizing any such information. Without
limiting the generality of the foregoing, Drever agrees that he shall not, for a
period of 2 years commencing on the date of this Agreement, directly or
indirectly, as a shareholder, employer, employee, partner, proprietor, director,
officer, principal, agent, advisor, consultant or through the medium of any
firm, corporation or other entity or in any other capacity whatsoever:
(a) carry on or be engaged in, concerned or interested in any way in the
medication compliance device business including, without limiting the
generality of the foregoing, the manufacture, distribution or sale of
medication compliance devices, within North America;
(b) solicit or attempt to solicit any customer, supplier or employee of
the Companies;
(c) do any act the probable result of which would be detrimental to the
Companies or would cause the relations between the Companies and their
customers, suppliers, Employees or others, or any one of them to be
impaired;
provided, however, that the foregoing provisions of this paragraph 4 shall not
in any way restrict the right of Drever to accept employment, or to engage in
any business other than the type conducted by the Companies.
5. Drever acknowledges and agrees that the covenants, restrictions and
agreements contained herein are reasonable. Drever also acknowledges and agrees
that in the event of a breach or threatened breach of any of the provisions of
this Agreement, the Companies may be subject to irreparable harm for which
damages would be an inadequate remedy. As a result, Drever agrees that the
Companies, in addition to any other legal remedies available to them, shall be
entitled to immediate injunctive relief to prevent such breach or threatened
breach.
6. Should any part of this Agreement for any reason be declared invalid or
unenforceable, such decision shall not affect the validity of any remaining
portion, and it is
17
<PAGE> 17
hereby declared the intention of the parties that they would have executed the
remaining portion of this Agreement without including therein any part hereof
which may for any reason be hereafter declared invalid or unenforceable and such
part may be severed and replaced by the widest term that would not be held to be
invalid or unenforceable.
7. This Agreement shall be construed in accordance with the laws of the Province
of British Columbia.
8. This Agreement may be executed in any number of original or faxed
counterparts, with the same effect as if all the parties had signed the same
document, and will become effective when one or more counterparts have been
signed by all the parties and delivered to each of the other parties. All
counterparts will be construed together and evidence only one agreement which,
notwithstanding the dates of execution of any of the counterparts, will be
deemed to be dated the day and year first written above, and only one of which
need be produced for any purpose.
Dated this 1st day of February, 2000.
ALR TECHNOLOGIES INC. A LITTLE REMINDER (ALR) INC.
Per: /s/ KEN ROBULAK Per: /s/ GREG RAE
__________________________________ ______________________________
Authorized Signatory Authorized Signatory
TIMELY DEVICES INC.
Per: /s/ GREG RAE
__________________________________
Authorized Signatory
SIGNED, SEALED & DELIVERED by
LORNE DREVER in the presence of: ) /s/ LORNE DREVER
) _________________________________
) LORNE DREVER
Witness /s/ K.D. SILVERBERG )
)
Name K.D. SILVERBERG )
)
Address EDMONTON )
)
)
)
18
<PAGE> 18
SCHEDULE "F"
INDEMNITY AGREEMENT
THIS AGREEMENT made as of the 1st day of February, 2000.
BETWEEN:
ALR TECHNOLOGIES INC., a valid and subsisting company under the laws of
its jurisdiction of incorporation ("ALRT")
OF THE FIRST PART
- and -
A LITTLE REMINDER (ALR) INC., a valid and subsisting company under the
laws of its jurisdiction of incorporation ("ALR")
OF THE SECOND PART
- and -
TIMELY DEVICES INC., a valid and subsisting company duly incorporated
under the laws of the province of Alberta ("TDI")
OF THE THIRD PART
- and -
LORNE DREVER, a businessman of the City of Edmonton, in the province of
Alberta (the "Executive")
OF THE FOURTH PART
WHEREAS
A. The Executive has acted as an officer, director, employee and/or
consultant of each of ALRT, ALR and TDI (hereinafter collectively referred to as
the "Companies");
B. The Executive has tendered his resignation to the Companies as an
officer, director, employee and consultant; and
C. The Companies and the Executive consider it desirable and in the best
interests all parties hereto to enter into this agreement to settle the
circumstances and manner in which the Executive may be indemnified in respect of
certain liabilities which the
19
<PAGE> 19
Executive may incur as a result of his acting as an officer, director, employee
or consultant of the Companies, or any of them, and the manner in which TDI may
be indemnified in respect of certain liabilities which TDI may incur as a result
of any fraudulent misrepresentations or other representations made by the
Executive outside of his scope of employment.
IN WITNESS WHEREOF that in consideration of the premises of the Settlement
Agreement made inter alia between the parties hereto dated February 1, 2000 and
the sum of ONE DOLLAR ($1.00) now paid by the Executive to the Companies (the
receipt and sufficiency of which is acknowledged by the Companies) and in
consideration of the mutual promises and covenants herein contained, the parties
agree as follows:
1. GENERAL INDEMNITY OF EXECUTIVE BY ALRT AND ALR
1.1 Except in respect of an action by or on behalf of ALRT or ALR to
procure a judgment in their favour, ALRT and ALR do hereby jointly and
severally agree, to the full extent permitted by law, to indemnify and
hold harmless the Executive, his heirs and legal representatives, from
and against any and all costs, charges, expenses, fees, damages or
liabilities (including legal or other professional fees), without
limitation, and whether incurred alone or jointly with others, which
the Executive may suffer, sustain, incur or be required to pay arising
out of or incurred in respect of any action, suit, proceeding,
investigation or claim which may be brought, commenced, made,
prosecuted or threatened against the Executive or any of the other
directors or officers of ALRT and ALR or which the Executive may be
required to participate in or provide evidence in respect of (any of
the same hereinafter being referred to as a "Claim") howsoever arising
and whether arising in law, equity or under statute, regulation or
governmental ordinance of any jurisdiction, for or in respect of any
act, deed, matter or thing done, made, permitted or omitted by the
Executive arising out of, or in connection with or incidental to the
affairs of ALRT and ALR or the exercise by the Executive of his powers
or the performance of his duties as a director, officer, employee or
consultant to ALRT and ALR including, without limitation, any and all
costs, charges, expenses, fees, damages or liability which the
Executive may suffer, sustain or incur or be required to pay in
connection with investigating, initiating, defending, appealing,
preparing for, providing evidence in, instructing and receiving the
advice of his own or other counsel, or any amount paid to settle any
claim or satisfy any judgment, fine or penalty; PROVIDED THAT the
indemnity provided for herein will not be available to the extent that
it is finally determined by a court of competent jurisdiction that in
so acting the Executive was:
20
<PAGE> 20
(a) not acting honestly and in good faith with a view to the best
interests of ALRT and ALR;
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, the Executive did not
have reasonable grounds for believing that his conduct was
lawful; or
(c) acting outside of his scope of authority as a director, officer,
employee or consultant of ALRT and/or ALR.
1.2 With the approval of a competent court having jurisdiction, if
necessary, ALRT and ALR shall jointly and severally indemnify the
Executive, his heirs and legal representatives, in respect of an
action by or on behalf of ALRT and ALR or either of them to procure a
judgment in its favour, to which the Executive is made a party by
reason of being or having been a director, officer, employee or
consultant to ALRT and ALR or either of them, from and against all
losses, judgments, costs, charges and expenses, including any amount
paid to settle the action or satisfy any judgment, actually or
reasonably incurred by him in connection with or as a result of the
said action provided that the Executive was:
(a) acting honestly and in good faith with a view to the best
interests of ALRT and ALR;
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, the Executive had
reasonable grounds for believing that his conduct was lawful; or
(c) acting outside of his scope of authority as a director, officer,
employee or consultant of ALRT and/or ALR.
2. SPECIFIC INDEMNITY FOR STATUTORY OBLIGATIONS RELATED TO EXECUTIVE
Without limiting the generality of the provisions of Section 1 hereof,
ALRT and ALR jointly and severally agree, to the full extent permitted by law,
to indemnify and save the Executive harmless from and against any and all
costs, charges, expenses, fees and liabilities arising by operation of statute
and incurred by or imposed upon the Executive in relation to the affairs of
ALRT and ALR in the Executive's capacity as director, officer, employee or
consultant thereof, including but not limited to, all statutory obligations to
creditors, employees, suppliers, contractors, subcontractors, and any government
or any agency or division of any government, whether federal, provincial,
state, regional or municipal.
21
<PAGE> 21
3. TAXATION INDEMNITY FOR EXECUTIVE
Without limiting the generality of the provisions of Section 1 hereof, ALRT
and ALR jointly and severally agree that the payment of any indemnity to or
reimbursement of the Executive hereunder shall include any amount the Executive
may be required to pay on account of applicable income or goods or services
taxes arising out of the payment of such indemnity or reimbursement, provided
however that any amount required to be paid with respect to such taxes shall be
payable by ALRT and ALR only upon such Executive remitting or being required to
remit any amount payable on account of such taxes.
4. GENERAL INDEMNITY OF TDI
The Executive agrees to the full extent allowed by law to indemnify and
hold harmless TDI, its successors and assigns from and against any and all
costs, charges, expenses, fees, damages or liabilities (including legal and
other professional fees) without limitation, and whether incurred alone or
jointly with others, which TDI may suffer, sustain, incur or be required to pay
arising out of or incurred in respect of any action, suit, proceeding,
investigation or claim which may be brought, commenced, made, prosecuted or
threatened against TDI, or which TDI may be required to participate in or
provide evidence in respect of, howsoever arising, and whether arising in law,
equity or under statute, regulation or government, governmental ordinance of any
jurisdiction for or in respect of any act, deed, matter or thing done, made,
permitted or omitted by TDI arising out of or in connection with or incidental
to any fraudulent misrepresentations made by the Executive or any
representations made by the Executive which were outside of his scope of
employment with TDI, including without limitation, any and all costs, charges,
expenses, fees, damages or liability which TDI may suffer, sustain or incur or
be required to pay in connection with investigating, initiating, defending,
appealing or preparing for, providing evidence in, instructing and receiving the
advice of its own and other counsel or any amount paid to settle any claim or
satisfy any judgment, fine or penalty.
5. PARTIAL INDEMNIFICATION
If the Executive or TDI, as the case may be, is determined to be entitled
under any provisions of this Agreement to indemnification for some or a portion
of the costs, charges, expenses, fees, damages or liabilities incurred in
respect of any Claim but not for the total amount thereof, the ALRT and ALR or
the Executive, as the case may be, shall nevertheless indemnify the Executive or
TDI, as the case may be, for the portion thereof to which the Executive or TDI
is determined by a court of competent jurisdiction to be entitled.
22
<PAGE> 22
6. NO PRESUMPTION AS TO ABSENCE OF GOOD FAITH
The determination of any Claim by judgment, order, settlement or
conviction, or upon a plea of "nolo contendere" or its equivalent, shall not, of
itself, create any presumption for the purposes of this Agreement that the
Executive did not act honestly and in good faith with a view to the best
interests of ALRT and ALR or, in the case of a criminal or administrative action
or proceeding, that he did not have reasonable grounds for believing that his
conduct was lawful (unless the judgment or order of the Court specifically finds
otherwise) or that the Executive had committed wilful neglect or gross default.
7. DETERMINATION OF RIGHT TO INDEMNIFICATION
If the payment of an indemnity hereunder requires the approval of a court,
under the provisions of any statue or otherwise, either the Companies or the
Executive may apply to a court of competent jurisdiction for an order approving
such indemnity by ALRT and ALR of the Executive, or the Executive of TDI, as the
case may be, pursuant to this Agreement.
8. OTHER RIGHTS AND REMEDIES UNAFFECTED
The indemnification and payment provided in this Agreement shall not
derogate from or exclude any rights to which the Executive or TDI may be
entitled under any provision of the applicable business corporations statute or
otherwise at law, the Articles or by-laws of the Companies, this Agreement, any
applicable policy of insurance, guarantee or third-party indemnity, any vote of
shareholders of the Companies, or otherwise, both as to matters arising out of
his capacity as a director, officer, employee or consultant to the Companies, or
as to matters arising out of any other capacity in which the Executive may act
for or on behalf of the Companies.
9. NOTICES OF THE PROCEEDINGS
The Executive shall give reasonable notice, in writing, to the Companies
upon his being served with any statement of claim, writ, notice of motion,
indictment, subpoena, investigation order or other document commencing or
continuing any Claim involving the Companies or the Executive, and the
Companies agree to notify the Executive, in writing, forthwith upon any of them
being served with any statement of claim, writ, notice of motion, indictment,
subpoena, investigation order or other document commencing or continuing any
Claim involving the Executive.
23
<PAGE> 23
10. EFFECTIVE TIMING
This Agreement shall be deemed to have effect as and from the first date
that the Executive became a director, officer, employee or consultant of the
Companies.
11. EXTENSIONS, MODIFICATIONS
This Agreement is absolute and unconditional and the obligations of ALRT
and ALR or the Executive, as the case may be, shall not be affected, discharged,
impaired, mitigated or released by the extension of time, indulgence or
modification:
11.1 which the Executive may extend or make with any person regarding any
Claim against the Executive in connection with his duty as director,
officer, employee or consultant to ALRT and ALR of any liability
incurred by him as a director, officer, employee or consultant to ALRT
and ALR;
11.2 which TDI may extend or make with any person regarding any claim
against TDI in connection with any fraudulent misrepresentations made
by the Executive, or misrepresentations made outside of the scope of
his employment with TDI.
12. INSOLVENCY
The liability of the Companies under this Agreement shall not be affected,
discharged, impaired, mitigated or released by reason of the discharge or
release of the Executive in any bankruptcy, insolvency, receivership or other
similar proceeding of creditors.
13. MULTIPLE PROCEEDINGS
No action or proceeding brought or instituted under this Agreement and no
recovery pursuant thereto shall be a bar or defence to any further action or
proceeding which may be brought under this Agreement.
14. MODIFICATION
No modification of this Agreement shall be valid unless the same is in
writing and signed by the Companies and the Executive.
24
<PAGE> 24
15. TERMINATION
The Companies obligations may be terminated or released only by a written
instrument executed by the Executive.
16. NOTICES
Any notice to be given by one party to the other shall be sufficient if
delivered by hand, deposited in any Post Office in Canada, registered, postage
prepaid, or sent by means of electronic transmission (in which case any message
so transmitted shall be immediately confirmed in writing and mailed as provided
above), addressed, as the case may be:
(a) To the Companies:
c/o Russell & DuMoulin
Barristers & Solicitors
2100 - 1075 West Georgia Street
Vancouver, B.C. V6E 3G2
Attention: John M. Lauinger
(b) To the Executive:
4503 - 154 Street
Edmonton, Alberta T6H 5K6
with a copy to:
Bryan & Company
Barristers & Solicitors
2600 Manulife Place
10180 - 101 Street
Edmonton, Alberta T5J 3Y2
Attention: Kimberley D. Silverberg
or at such other address of which notice is given by the parties pursuant to
the provisions of this section. Such notice shall be deemed to have been
received when delivered, if delivered, and if mailed, on the fifth business day
(exclusive of Saturdays, Sundays and statutory holidays) after the date of
mailing. Any notice sent by means of electronic transmission shall be deemed to
have been given and received on the day it is transmitted,
25
<PAGE> 25
provided that if such day is not a business day then the notice shall be deemed
to have been given and received on the next business day following. In case of
an interruption of the postal service, all notices or other communications
shall be delivered or sent by means of electronic transmission as provided
above, except that it shall not be necessary to confirm in writing and mail any
notice electronically transmitted.
17. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia and all disputes arising under this
Agreement shall be referred to and the parties hereto irrevocably attom to the
jurisdiction of the courts of British Columbia.
18. FURTHER ASSURANCES
The Companies and the Executive agree that they shall do all such further
acts, deeds or things and execute and deliver all such further documents a may
be necessary or advisable for the purpose of assuring and conferring on the
Executive the rights hereby created or intended, and of giving effect to and
carrying out the intention or facilitating the performance of the terms of this
Agreement.
19. INVALID TERMS SEVERABLE
If any term, clause or provision of this agreement shall be held to be
invalid or contrary to law, the validity of any other term, clause or provision
shall not be affected and such invalid term, clause or provision shall be
considered severable.
20. BINDING EFFECT
All of the agreements, conditions and terms of this agreement shall extend
to and be binding upon the Companies and their respective successors and
assigns and shall enure to the benefit of and may be enforced by the Executive
and his heirs, executors, administrators and other legal representatives,
successors and assigns.
21. POWER AND AUTHORITY OF THE COMPANIES
The Companies each represent and warrant to the Executive that this
Agreement when executed and delivered by the Companies will constitute a legal,
valid and binding obligation of each of the Companies and this Agreement and
the obligations hereunder are enforceable against each of the Companies in
accordance with the terms hereof and that the execution and delivery of this
Agreement and the performance thereof by each of the Companies has been duly
and properly authorized by all necessary corporate action.
26
<PAGE> 26
22. LEGAL FEES
In the event that any action is instituted by the Executive under this
Agreement to enforce or interpret any terms hereof, the Executive shall be
entitled to be paid all court costs and expenses, including reasonable legal
fees on a solicitor and own client full indemnity basis, incurred by the
Executive with respect to such action, unless as part of such action, the court
of competent jurisdiction determines that the assertions made by the Executive
as a basis for such action are not made in good faith or were frivolous.
IN WITNESS WHEREOF each of the Companies and the Executive have hereunto
set their hands and seals effective as of the day and year first above written.
ALR TECHNOLOGIES INC.
Per: /s/ KEN ROBULAK
_______________________________
A LITTLE REMINDER (ALR) INC.
Per: /s/ GREG RAE
_______________________________
TIMELY DEVICES INC.
Per: /s/ GREG RAE
_______________________________
/s/ K.D. SILVERBERG /s/ LORNE DREVER
_____________________________________ ___________________________________
Witness LORNE DREVER
27
<PAGE> 27
SCHEDULE "G"
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
BETWEEN:
ALR TECHNOLOGIES INC. ("ALRT"), a Nevada company having an office at
15446 Bel-Red Road, Redmond, Washington, 98052-5507, A LITTLE REMINDER
(ALR) INC. ("ALR"), a Wyoming company having its registered office at
1720 Carey Avenue, PO Box 1083, Cheyenne, Wyoming, 89509, and TIMELY
DEVICES INC. ("TDI"), an Alberta company having an office at 18162 -
102 Avenue, Edmonton, Alberta, T5S 1S7
(collectively, the "Companies")
AND:
DEBBIE MACNUTT, Businessperson, of the City of Edmonton, in the
Province of Alberta
("Debbie")
WHEREAS:
A. Debbie has been employed by TDI and has been a key employee of TDI; and
B. Pursuant to the terms of a Settlement Agreement dated January 27, 2000 made,
inter alia, between the parties hereto (the "Settlement Agreement"), Debbie has
agreed to resign as an employee of TDI and to execute and deliver this
Agreement.
NOW THEREFORE in consideration of the sum of $99,999 now paid by ALRT, ALR
and TDI to Debbie pursuant to this Agreement and the terms of the Settlement
Agreement, and in consideration of the premises of the Settlement Agreement, the
parties to this Agreement agree as follows:
1. Debbie agrees that, as a consequence of serving as a key employee of TDI,
Debbie was provided with access to confidential and proprietary information and
knowledge relating to the business of the Companies and the affairs of the
Companies' clients and prospective clients, such as customer lists, confidential
customer information such as type of purchases, volume of business, lists of
suppliers and price lists.
2. Debbie shall not, subsequent to her resignation from the Companies, disclose
to any person, firm, corporation or other entity any confidential or proprietary
information concerning the Companies, the business of the Companies or any of
their customers, or any of the Companies' or their customers' dealings, which
have or may come to Debbie's knowledge, and Debbie will not, for any reason
whatsoever, at any time or for any purpose use any confidential or proprietary
information concerning the Companies, the business of the
28
<PAGE> 28
Companies or any of their customers, or any of the Companies' dealings or their
customers' dealings, which Debbie may have acquired either for the benefit of
Debbie or to the detriment or intended or probable detriment of the Companies or
any of their customers.
3. Any confidential or proprietary information or documents supplied by the
Companies to Debbie or which came to Debbie's knowledge as a result of her
employment by TDI shall remain the property of the Companies. Debbie agrees to
at once return all confidential or proprietary information to the Companies and
will not thereafter disclose any such information to third parties.
4. Debbie agrees that Companies are entitled to reasonable protection against
unfair use by Debbie of the information referred to in paragraphs 1, 2 and 3,
and against unfair competition by Debbie utilizing any such information. Without
limiting the generality of the foregoing, Debbie agrees that she shall not, for
a period of 2 years commencing on the date of this Agreement, directly or
indirectly, as a shareholder, employer, employee, partner, proprietor, director,
officer, principal, agent, advisor, consultant or through the medium of any
firm, corporation or other entity or in any other capacity whatsoever:
(a) carry on or be engaged in, concerned or interested in any way in the
medication compliance device business including, without limiting the
generality of the foregoing, the manufacture, distribution or sale of
medication compliance devices, within North America;
(b) solicit or attempt to solicit any customer, supplier or employee of
the Companies;
(c) do any act the probable result of which would be detrimental to the
Companies or would cause the relations between the Companies and their
customers, suppliers, Employees or others, or any one of them to be
impaired;
provided, however, that the foregoing provisions of this paragraph 4 shall not
in any way restrict the right of Debbie to accept employment, or to engage in
any business other than the type conducted by the Companies.
5. Debbie acknowledges and agrees that the covenants, restrictions and
agreements contained herein are reasonable. Debbie also acknowledges and agrees
that in the event of a breach or threatened breach of any of the provisions of
this Agreement, the Companies may be subject to irreparable harm for which
damages would be an inadequate remedy. As a result, Debbie agrees that the
Companies, in addition to any other legal remedies available to them, shall be
entitled to immediate injunctive relief to prevent such breach or threatened
breach.
6. Should any part of this Agreement for any reason be declared invalid or
unenforceable, such decision shall not affect the validity of any remaining
portion, and it is hereby declared the intention of the parties that they would
have executed the remaining portion of this Agreement without including therein
any part hereof which may for any reason be hereafter declared invalid or
unenforceable and such part may be severed and replaced by the widest term that
would not be held to be invalid or unenforceable.
29
<PAGE> 29
7. This Agreement shall be construed in accordance with the laws of the Province
of British Columbia.
8. This Agreement may be executed in any number of original or faxed
counterparts, with the same effect as if all the parties had signed the same
document, and will become effective when one or more counterparts have been
signed by all the parties and delivered to each of the other parties. All
counterparts will be construed together and evidence only one agreement which,
notwithstanding the dates of execution of any of the counterparts, will be
deemed to be dated the day and year first written above, and only one of which
need be produced for any purpose.
Dated this 1st day of February, 2000.
ALR TECHNOLOGIES INC. A LITTLE REMINDER (ALR) INC.
Per: /s/ KEN ROBULAK Per: /s/ GREG RAE
____________________________________ ______________________________
Authorized Signatory Authorized Signatory
TIMELY DEVICES INC.
Per: /s/ GREG RAE
_____________________________________
Authorized Signatory
SIGNED, SEALED & DELIVERED by ) /s/ DEBBIE MACNUTT
DEBBIE MACNUTT in the presence of: ) ________________________________
) DEBBIE MACNUTT
Witness /s/ DARCY G. READMAN )
)
Name DARCY G. READMAN )
)
Address EDMONTON )
)
)
)
30
<PAGE> 30
SCHEDULE "H"
I, DEAN DREVER, of the City of Edmonton, in the Province of Alberta, hereby
confirm and acknowledge that I was employed as a contract employee of Timely
Devices Inc. ("TDI"), and that I was laid off by TDI effective January 15,
2000. I further confirm and acknowledge that all sums due and owing to me by TDI
for wages, salary or otherwise have been duly paid and that I am not owed any
monies by TDI for any reason whatsoever.
SIGNED, SEALED & DELIVERED by ) /s/ DEAN DREVER
DEAN DREVER in the presence of: ) __________________________________
) DEAN DREVER
Witness /s/ K.D. SILVERBERG )
)
Name K.D. SILVERBERG )
)
Address EDMONTON )
)
)
)
31
<PAGE> 31
SCHEDULE "I"
FULL AND FINAL RELEASE OF ALL CLAIMS
Know all men by these presents that for and in consideration of the payment of
$1.00 by each of 706166 ALBERTA LTD. ("706166"), 745797 ALBERTA LTD. ("745797"),
LORNE DREVER ("DREVER"), DEBBIE MACNUTT ("DEBBIE"), DEAN DREVER ("DEAN") and
SANDRA ROSS ("SANDRA") to ALR TECHNOLOGIES INC. ("ALRT"), A LITTLE REMINDER
(ALR) INC. ("ALR") and TIMELY DEVICES INC. ("TDI"), and in consideration of the
premises of the Settlement Agreement made, inter alia, between the parties
hereto dated January 27, 2000 (the "Settlement Agreement"), ALRT, ALR and TDI,
for themselves and, as applicable, their present and future directors, officers,
employees, servants, agents, successors, assigns, heirs, executors and
administrators, and the respective heirs, executors, administrators and assigns
of such directors, officers, employees, servants and agents (collectively, the
"Releasors") hereby remise, release and forever discharge 706166, 745797,
Drever, Debbie, Dean and Sandra, and, as applicable, their heirs, executors,
administrators, assigns and their past, present and future directors, officers,
employees, servants, agents, successors and assigns and the respective heirs,
executors, administrators and assigns of such directors, officers, employees,
servants and agents (collectively, the "Releasees") from any and all manner of
actions, causes of action, claims, controversies, suits, proceedings, debts,
dues, profits, accounts, contracts, damages, interest, costs, sums of money,
expenses, covenants, agreements, promises, obligations, liabilities and
compensation of whatsoever nature and kind, whatsoever, wheresoever and
howsoever arising, whether known or unknown, suspected or unsuspected, whether
at law or in equity, which the Releasors now have or at any time hereafter can,
shall or may have in any way resulting or arising from or by reason of any
cause, matter, deed, act, activity, omission, statement or thing whatsoever done
or omitted to be done by any of the Releasees including, without limiting the
generality of the foregoing and as is applicable between respective parties,
anything relating to the business or operations of the Releasors, the employment
of any of the Releasees by any of the Releasors (whether as employees or
independent contractors), or arising out of the Lock-Up Agreement dated February
17, 1999 between ALRT and 706166, 745797, DEAN and SANDRA, the Amended Pooling
Agreement dated February 17, 1999 between ALR and 706166, 745797, DEAN, SANDRA
and others, the Assignment Agreement dated September 20, 1999 between ALRT,
706166 and 745797, the Pledge Agreement dated September 21, 1999 between ALRT,
706166 and 745797 and the Promissory Notes dated September 21, 1999 granted by
ALRT in favour of each of 706166 and 745797; PROVIDED THAT the Releasors are not
releasing Drever from any claims they may have against Drever in respect of any
act, deed, matter or thing done, made or permitted or omitted to be done by
Drever arising out of or in connection with or incidental to the affairs of the
Releasors or the exercise by Drever of his powers or the performance of his
duties as a director, officer, employee or consultant of any of the Releasors
where in so acting Drever was not acting honestly and in good faith with a view
to the best interest of the Releasors or where Drever was acting outside the
scope of his authority as an officer, director, employee or consultant of the
Releasors.
32
<PAGE> 32
It is expressly understood and agreed that the Releasors hereby represent and
declare that they have read this Full and Final Release of All Claims and have
received the full benefit of independent legal advice in respect thereof.
It is further expressly understood and agreed that the provisions hereof shall
be binding upon the Releasors and their respective heirs, executors,
administrators, successors, representatives and assigns.
It is further expressly understood and agreed that the Releasors hereby confirm
that this Full and Final Release of All Claims, together with the Settlement
Agreement, contains the entire agreement between the parties hereto in regard to
the matters which are the subject matter of this Full and Final Release of All
Claims and the terms of this Full and Final Release of All Claims are
contractual and none of them is a mere recital.
It is further expressly understood and agreed that this Full and Final Release
of All Claims is enforceable in all jurisdictions of the world and that it shall
be enforceable in all jurisdictions according to the laws of the Province of
British Columbia.
This Full and Final Release of All Claims may be executed in any number of
original or faxed counterparts, with the same effect as if all the parties had
signed the same document, and will become effective when one or more
counterparts have been signed by all the parties and delivered to each of the
other parties. All counterparts will be construed together and evidence only one
agreement which, notwithstanding the dates of execution of any of the
counterparts, will be deemed to be dated the day and year first written above,
and only one of which need be produced for any purpose.
IN WITNESS WHEREOF the undersigned have hereunto set their hands and seals this
1st day of February, 2000.
ALR TECHNOLOGIES INC. A LITTLE REMINDER (ALR) INC.
Per: /s/ KEN ROBULAK Per: /s/ GREG RAE
______________________________________ __________________________
Authorized Signatory Authorized Signatory
TIMELY DEVICES INC.
Per: /s/ GREG RAE
______________________________________
Authorized Signatory
33
<PAGE> 33
SCHEDULE "J"
INDEMNIFICATION AGREEMENT
THIS AGREEMENT made as of the 1st day of February, 2000.
BETWEEN:
SIDNEY CHAN, businessman, of 2050 - 650 West Georgia Street,
Vancouver, British Columbia, V6B 4N7
("Sidney")
OF THE FIRST PART
AND:
ALR TECHNOLOGIES INC., a Nevada company having an office at 15446
Bel-Red Road, Redmond, Washington, 98052-5507
("ALRT")
OF THE SECOND PART
AND:
A LITTLE REMINDER (ALR) INC., a Wyoming company having an office at 15446
Bel-Red Road, Redmond, Washington, 98052-5507
("ALR")
OF THE THIRD PART
AND:
TIMELY DEVICES INC., an Alberta company having an office at 201, 10323 -
178 Street Edmonton, Alberta, T5S 1R5
("TDI")
OF THE FOURTH PART
AND:
LORNE DREVER, Businessman, of Edmonton, Alberta
("Drever")
OF THE FIFTH PART
34
<PAGE> 34
WHEREAS:
A. Drever has guaranteed the obligations of TDI to the Royal Bank of Canada,
Knowledge Based Industries (the "Royal Bank") at 10831 - 82 Avenue, Edmonton,
Alberta, a copy of which guarantee is attached as Schedule "A" to this
Indemnification (the "Guarantee"); and
B. Sidney, ALRT, ALR and TDI (collectively, the "Indemnitors") have jointly and
severally agreed to indemnify Drever for any obligations of Drever to the Royal
Bank arising out of the Guarantee.
IN WITNESS WHEREOF that in consideration of the premises of the Settlement
Agreement made, inter alia, between the parties hereto dated January 27, 2000
and the sum of $1.00 now paid BY Drever to each of Sidney, ALRT, ALR and TDI,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. The Indemnitors shall jointly and severally indemnify and save the Indemnitee
harmless from any and all obligations of the Indemnitee to the Royal Bank
arising out of the Guarantee.
2. This Agreement shall be construed in accordance with and be governed by the
laws of the Province of British Columbia and each of the parties hereto attorns
to the jurisdiction of the courts of the Province of British Columbia.
3. This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective personal representatives, successors and assigns.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals as
of the day and year first written above.
ALR TECHNOLOGIES INC. A LITTLE REMINDER (ALR) INC.
Per: /s/ KEN ROBULAK Per: /s/ GREG RAE
______________________________________ __________________________
Authorized Signatory Authorized Signatory
TIMELY DEVICES INC.
Per: /s/ GREG RAE /s/ SIDNEY CHAN
______________________________________ __________________________
Authorized Signatory SIDNEY CHAN
/s/ LORNE DREVER
___________________________________________
LORNE DREVER
35
