THIS is dated for reference the 11th day of April, 2000
BETWEEN:
MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL INC., a company incorporated pursuant
to the laws of the State of Nevada, of 3675 Pecos-McLeod, Suite 1400, Las Vegas,
Nevada 89121
(the "Company")
OF THE FIRST PART
AND:
THE NOSTAS GROUP, of 3500 Parfet Street, Wheat Ridge, Colorado, 80033
(the "Contractor")
OF THE SECOND PART
A. The Company desires to retain the Contractor to provide the Company
with the services detailed in Schedule "A" hereto (the "Services"), and the
Contractor has agreed to provide the Services to the Company on the terms and
conditions of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
mutual covenants and promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
each, the parties hereto agree as follows:
ARTICLE 1
APPOINTMENT AND AUTHORITY OF CONTRACTOR
1.1 Appointment of Contractor
The Company hereby appoints the Contractor to perform the Services for
the benefit of the Company as hereinafter set forth, and the Company hereby
authorizes the Contractor to exercise such powers as provided under this
Agreement. The Contractor accepts such appointment on the terms and conditions
herein set forth.
1.2 Authority of Contractor
The Contractor shall have no right or authority, express or implied,
to commit or otherwise obligate the Company in any manner whatsoever except to
the extent specifically provided herein or specifically authorized in writing by
the Company.
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1.3 Independent Contractor
In performing the Services, the Contractor shall be an independent
contractor and not an employee or agent of the Company, except that the
Contractor shall be the agent of the Company solely in circumstances where the
Contractor must be the agent to carry out his obligations as set forth in this
Agreement. Nothing in this Agreement shall be deemed to require the Contractor
to provide the Services exclusively to the Company and the Contractor hereby
acknowledges that the Company is not required and shall not be required to make
any remittances and payments required of employers by statute on the
Contractor's behalf and the Contractor or any of his agents shall not be
entitled to the fringe benefits provided by the Company to its employees.
ARTICLE 2
CONTRACTOR'S AGREEMENTS
2.1 Expense Statements
The Contractor may incur expenses in the name of the Company as agreed
in advance in writing by the Company, such expenses to relate solely to the
carrying out of the Services. The Contractor will immediately forward all
invoices for expenses incurred on behalf of and in the name of the Company and
the Company agrees to pay said invoices directly on a timely basis.
ARTICLE 3
COMPANY'S AGREEMENTS
3.1 Compensation of Contractor
As compensation for the Services rendered by the Contractor pursuant
to this Agreement, the Company shall issue to the Contractor 80,000 common
shares (the "Shares") in the capital of the Company. The Company will issue the
Shares to the Contractor upon the execution of all necessary documents,
including a Subscription Agreement.
In the event that the Company completes a financing identified and
arranged by the efforts of the Contractor, then the Contractor will be entitled
to receive a finders fee of five percent (5%) payable in cash and five percent
(5%) payable in common shares (the "Transaction Shares") in the capital of the
Company of the monetary value of such completed financing. The cash and
Transaction Shares shall be paid to the Contractor within 30 days of the
completion of any such financing.
3.2 Contractor's Acknowledgements
The Contractor acknowledges that the Shares and any Transaction Shares
to be issued pursuant to the terms of this Agreement will not be registered
under the United States Securities Act of 1933 (the "1933 Act"), or under any
state securities or "blue sky" laws of any state of the United States, and,
unless so registered, may not be offered or sold in the United States or to U.S.
persons, except pursuant to an effective registration statement under the 1933
Act, pursuant to an exemption from, or in a transaction not subject to, the
registration
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requirements of the 1933 Act. The Contractor further acknowledges that the
Shares and any Transaction Shares will be subject in the United States to a one
(1) year hold period from the date of issuance of the such Shares or the
Transaction Shares, as the case may be.
ARTICLE 4
DURATION, TERMINATION AND DEFAULT
4.1 Effective Date
This Agreement shall become effective as of the 11th day of April,
2000 (the "Effective Date"), and shall continue for a period of one (1) year
from the Effective Date or until terminated pursuant to the terms of this
Agreement.
4.2 Termination
This Agreement may be terminated by either party by giving the other
30 days written notice of such termination provided that in circumstances where
the Contractor would otherwise have been entitled to receive a payment pursuant
to Section 3.1 herein within 30 days following termination of this Agreement the
Company shall make such payment to the Contractor as if the Agreement had not
been terminated.
4.3 Duties Upon Termination
Upon termination of this Agreement for any reason, the Contractor
shall upon receipt of all sums due and owing, promptly deliver the following in
accordance with the directions of the Company:
(a) a final accounting, reflecting the balance of expenses incurred on
behalf of the Company as of the date of termination; and
(b) all documents pertaining to the Company or this Agreement, including but
not limited to, all books of account, correspondence and contracts, provided
that the Contractor shall be entitled thereafter to inspect, examine and copy
all of the documents which it delivers in accordance with this provision at all
reasonable times upon three (3) days' notice to the Company.
4.4 Compensation of Contractor on Termination
Upon termination of this Agreement, the Contractor shall be entitled
to receive as his full and sole compensation in discharge of obligations of the
Company to the Contractor under this Agreement all sums due and payable under
this Agreement to the date of termination and the Contractor shall have no right
to receive any further payments; provided, however, that the Company shall have
the right to offset against any payment owing to the Contractor under this
Agreement any damages, liabilities, costs or expenses suffered by the Company by
reason of the fraud, negligence or wilful act of the Contractor, to the extent
such right has not been waived by the Company.
<PAGE>
ARTICLE 5
CONFIDENTIALITY
5.1 Ownership of Work Product
All reports, documents, concepts, products and processes together with
any marketing schemes, business or sales contracts, or any business
opportunities prepared, produced, developed, or acquired, by or at the direction
of the Contractor, directly or indirectly, in connection with or otherwise
developed or first reduced to practice by the Contractor performing the services
(collectively, the "Work Product") shall belong exclusively to the Company which
shall be entitled to all right, interest, profits or benefits in respect
thereof. No copies, summaries or other reproductions of any Work Product shall
be made by the Contractor or any of his agents without the express permission of
the Company, provided that the Contractor is hereby given permission to maintain
one copy of the Work Product for his own use.
5.2 Confidentiality
The Contractor 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 the Company, which may come to his knowledge during the term of this
Agreement and shall keep in complete secrecy all confidential information
entrusted to him 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 the
Company's business or may be likely so to do. This restriction shall continue
to apply after the termination of this Agreement without limit in point of time
but shall cease to apply to information or knowledge which may come into the
public domain.
The Contractor shall comply, and shall cause his agents to comply,
with such directions as the Company shall make to ensure the safeguarding or
confidentiality of all such information. The Company may require that any agent
of the Contractor execute an agreement with the Company regarding the
confidentiality of all such information.
5.3 Devotion to Contract
During the term of this Agreement, the Contractor shall devote
sufficient time, attention, and ability to the business of the Company, and to
any associated company, as is reasonably necessary for the proper performance of
the Services pursuant to this Agreement. Nothing contained herein shall be
deemed to require the Contractor to devote his exclusive time, attention and
ability to the business of the Company. During the term of this Agreement, the
Contractor shall, and shall cause each of his agents assigned to performance of
the Services on behalf of the Contractor, to:
(a) at all times perform the Services faithfully, diligently, to the best of
his abilities and in the best interests of the Company;
(b) devote such of his time, labour and attention to the business of the
Company as is necessary for the proper performance of the Services hereunder;
and
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(c) refrain from acting in any manner contrary to the best interests of the
Company or contrary to the duties of the Contractor as contemplated herein.
5.4 Other Activities
The Contractor shall not be precluded from acting in a function
similar to that contemplated under this Agreement for any other person, firm or
company.
ARTICLE 6
MISCELLANEOUS
6.1 Waiver; Consents
No consent, approval or waiver, express or implied, by either party
hereto, to or of any breach of default by the other party in the performance by
the other party of its obligations hereunder shall be deemed or construed to be
a consent or waiver to or of any other breach or default in the performance by
such other party of the same or any other obligations of such other party or to
declare the other party in default, irrespective of how long such failure
continues, shall not constitute a general waiver by such party of its rights
under this Agreement, and the granting of any consent or approval in any one
instance by or on behalf of the Company shall not be construed to waiver or
limit the need for such consent in any other or subsequent instance.
6.2 Governing Law
This Agreement and all matters arising thereunder shall be governed by
the laws of the State of Nevada.
6.3 Successors, etc.
This Agreement shall enure to the benefit of and be binding upon each
of the parties hereto and their respective heirs, successors and permitted
assigns.
6.4 Assignment
This Agreement may not be assigned by any party except with the
written consent of the other party hereto.
6.5 Entire Agreement and Modification
This Agreement constitutes the entire agreement between the parties
hereto and supersedes all prior agreements and undertakings, whether oral or
written, relative to the subject matter hereof. To be effective any
modification of this Agreement must be in writing and signed by the party to be
charged thereby.
<PAGE>
6.6 Headings
The headings of the Sections and Articles of this Agreement are
inserted for convenience of reference only and shall not in any manner affect
the construction or meaning of anything herein contained or govern the rights or
liabilities of the parties hereto.
6.7 Notices
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 Company or the Contractor as follows:
The Company:
Merlin Software Technologies International, Inc.
Suite 420 - 6450 Roberts Street
Burnaby, BC V5G 4E1
Attention: Robert Heller
Facsimile: 604-320-7277
The Contractor:
The Nostas Group
3500 Parfet Street
Wheat Ridge, Colorado 80033
Attention: _________________________
Facsimile: (________) _________-_________________
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.
6.8 Time of the Essence
Time is of the essence of this Agreement.
6.9 Further Assurances
The parties hereto agree from time to time after the execution hereof
to make, do, execute or cause or permit to be made, done or executed all such
further and other lawful acts, deeds, things, devices and assurances in law
whatsoever as may be required to carry out the true intention and to give full
force and effect to this Agreement.
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6.10 Counterparts
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.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.
MERLIN SOFTWARE
TECHNOLOGIES INTERNATIONAL, INC.
Per: /s/ Robert Heller
Authorized Signatory
THE NOSTAS GROUP
Per: /s/ signed
Authorized Signatory
<PAGE>
SCHEDULE "A"
Pursuant to the Consulting Agreement, The Nostas Group will perform the
following services:
1. on-going assessment of available methods of financing the Company;
2. on-going search for financing for the Company;
3. market and business plan consultation including, without limitation,
assisting the Company in continuing its plan to meet its previously announced
objectives;
4. advice and consultation in regard to potential joint ventures, takeovers,
projects and corporate reorganizations; and
5. introductions to potential strategic business partners and institutional
investors.
