10-K405, EX-10.4, 2000-10-05
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                                                                    Exhibit 10.4

                             MEMORANDUM OF AGREEMENT

BETWEEN:       9066-4871 QUEBEC INC., a legal person,  duly  incorporated  under
               the laws of  Quebec,  doing  business  under  the name of  Planet
     ,  having its head office at 440  Rene-Levesque  Boulevard
               West,  Suite 400, in the city and judicial  district of Montreal,
               Province  of  Quebec,   Canada,   H2Z  1V7,   herein  acting  and
               represented  by Joseph  Farag,  Member of the Board of Directors,
               duly  authorized  for these purposes by virtue of a resolution of
               the Board of Directors dated as of March 27, 2000;

               (hereinafter the "Corporation")

AND:           SERGE BUJOLD,  domiciled and residing at 5510,  Bertrand  Street,
               Brossard, Qc, J4Z 3E1;

               (hereinafter "Bujold");

WHEREAS the Corporation  operates an enterprise the principal  activity of which
is the provision of e-commerce solutions to businesses;

WHEREAS the  Corporation  wishes to retain the services of Bujold to perform the
duties and functions of President and Chief-Executive Officer of the Corporation
and of the public parent of the Corporate Group;

WHEREAS the  Corporation  and Bujold wish to enter into this  Agreement  setting
forth the terms and  conditions  of the  employment  of Bujold and the  benefits
attached thereto;



     1.1  The preamble forms an integral part of the present Agreement.


2.1  Amendment.  No amendment hereto shall be binding unless expressly  provided
     for in an instrument duly executed in writing by the parties hereto.


     2.2  Definitions. For the purpose of this Agreement, or for the purposes of
          any  notice  or  communication  required  hereunder,   the  words  and
          expression set out in Schedule A shall have the  respective  meanings,
          except where the context dictates otherwise, set out therein.

     2.3  Entire Agreement.  This Agreement  together with any instruments to be
          delivered pursuant hereto constitutes the entire Agreement between the
          parties hereto pertaining to this subject matter hereof and supersedes
          all prior Agreements,  understandings,  negotiations,  and discussions
          whether oral or written, in respect of such subject matter.

     2.4  Governing Laws.  This Agreement shall be governed by,  interpreted and
          construed  in  accordance  with the laws of the Province of Quebec and
          all applicable laws of Canada.

     2.5  Headings.  The  headings of Sections  herein are  included  solely for
          convenience   of  reference  and  shall  not  affect  the  meaning  or
          interpretation of any of the provisions of this Agreement.

     2.6  Severability. Any article, section, subsection or other subdivision of
          this  Agreement  or any other  provision  of this  Agreement  which is
          deemed to be or becomes,  illegal,  invalid or unenforceable  shall be
          severed  herefrom  and  shall be  ineffective  to the  extent  of such
          illegality,  invalidity  or  unenforceability  and shall not affect or
          impair the  remaining  provisions  hereof,  which shall remain in full
          force and effect.


     3.1  Subject  to the  articles,  by-laws  and  authority  of the  Board  of
          Directors,   as  President   and  Chief   Executive   Officer  of  the
          Corporation,  Bujold will be responsible for the overall  organization
          of the  Corporation,  the  recruiting  of the  management  team of the
          Corporation,  the preparation and  implementation of the business plan
          of the  Corporation  and the  preparation  and  implementation  of the
          marketing strategy of the Corporation.

     3.2  Subject  to the  articles,  by-laws  and  authority  of the  Board  of
          Directors,  Bujold shall be responsible for the overall  management of
          the operations and business of the Corporation.


     4.1  Subject  to the  articles,  by-laws  and  authority  of the  Board  of
          Directors,  Bujold  shall  bear  the  title  of  President  and  Chief
          Executive  Officer  of the  Corporation  and shall have full power and
          authority  to manage  and  direct the  operations  of the  Corporation
          including without  limitation power and authority to enter into merger
          and acquisitions,  contracts,  engagements or commitments  relating to
          the  operations  of the  Corporation  in the name and on behalf of the


     4.2  Subject  to the  articles,  by-laws  and  authority  of the  Board  of
          Directors,  Bujold shall have the  authority to hire,  discipline  and
          dismiss employees of the Corporation.


     5.1  The term of this Agreement shall commence on the date of its execution
          and shall continue until termination in accordance with the provisions
          hereof (the "Term").


     6.1  Base  Salary.  Bujold  shall be paid a salary of Two Hundred  Thousand
          Dollars  ($200,000)  ) ("Base  Salary")  per annum  payable in monthly
          installments  or in such  other  manner  as may  from  time to time be
          mutually agreed to by the Corporation and Bujold.

     6.2  At the sole  discretion  of the  Corporation,  Bujold may receive,  in
          addition to his Base Salary,  a bonus  payment  varying  between fifty
          percent  (50%) and one hundred  percent  (100%) of his Base Salary per
          year during the Term.


     7.1  The Corporation  hereby  undertakes to grant Bujold or any beneficiary
          specified  by  Bujold   pursuant  to  and  in   accordance   with  the
          Corporation's  current and future stock plans, options to purchase one
          million three hundred and fifty thousand  (1,350,000) common shares in
          the capital of Planet Inc.  (U.S.A.) at a granted price of two
          dollars ($2.00) a share at the following option issue date.

     Date of Vesting              Option to Acquire            Expiry Date
     March 1, 2001                       25%                  March 2, 2005
     September 1, 2001                   25%                  March 2, 2005
     March 1, 2002                       50%                  March 2, 2005

     7.2  In addition to the Options mentioned above:

          (i)  The Corporation hereby undertakes, through its Board of Directors
               or  any  appropriate  committee  thereof,  to  grant  to  Bujold,
               pursuant to and in accordance with the  Corporation's  current or
               future  Stock  Option  Plan,  such  number of options to purchase
               common  shares in the capital of the  Corporation  at an exercise
               price as determined by the said Stock Option Plan for such shares
               at  the  option  issue  date  as is  customarily  granted  to its

          (ii) The Corporation  hereby  undertakes to cause each publicly traded
               member of the Corporate  Group,  to grant to Bujold,  pursuant to
               and in accordance with their  respective  current or future Stock
               Option Plans,


               options to purchase common shares in their capital at an exercise
               price as determined by the said Stock Option Plan for such shares
               at  the  option  issue  date  as is  customarily  granted  to the
               officers of such other members of the Group.


     8.1  During the Term, the Corporation shall, subject to the insurability of
          Bujold,  subscribe to and pay for a life  insurance  policy  providing
          life insurance  coverage of one million dollars  ($1,000,000.00)  with
          named  beneficiary  being  that  designated  by  Bujold,  at its  sole

     8.2  During the Term, and for a period of three (3) years  thereafter,  the
          Corporation  shall subscribe to and pay for a comprehensive  directors
          and officers civil liability  insurance policy providing full coverage
          to the extent of three million dollars ($3,000,000.00).

     8.3  During the Term, and for a period of three (3) years  thereafter,  the
          Corporation  shall indemnify  Bujold for any civil  liability  arising
          from or attributable to any act or omission by Bujold while performing
          his duties under the present Agreement.


     9.1  Bujold shall be entitled to participate in all benefit plans which for
          one health or luncheon  club,  said club to be selected by Bujold,  at
          its sole discretion.  In all cases, however, the Corporation shall not
          pay more  than  five  thousand  dollars  ($5,000.00)  in  annual  dues
          payments pursuant to this Article.

     9.2  The Corporation shall pay all professional membership dues incurred by
          Bujold as a result of his membership in any professional associations.


     10.1 The  Corporation  shall  contribute  fifty  percent  (50%) of all sums
          determined  to  be  admissible  therefor  by  the  appropriate  taxing
          authorities,  at Bujold's discretion,  to a registered retirement plan
          for the benefit of Bujold.


     11.1 Bujold  shall be entitled to annual paid  vacations  of up to four (4)
          weeks.  Vacations may be taken in the year of  entitlement  thereto or
          thereafter and must be taken at a reasonable  time mutually  agreed on
          between the parties. They may be accumulated from year to year.


     12.1 Bujold shall be entitled to  reimbursement  by the Corporation for all
          expenses reasonably incurred by Bujold in the course of his employment
          with the


          Corporation,  upon  presentation  by him,  from time to time,  of such
          vouchers  and  other  receipts  as  the  Corporation  may  require  in
          accordance with its standard procedures.


     The  Corporation  may  terminate  Bujold's  employment  under  the  present

     13.1 For Cause in which event Bujold will not be entitled to any payment;

     13.2 For any other  reason in which event  Bujold  shall be entitled to his
          Base Salary  mentioned in Section 6 for three (3) years  following the
          date of termination of employment.

     13.3 In the event this  Agreement is  terminated  by reason of the death of
          Bujold,  Bujold's  estate shall be entitled to receive the Base Salary
          for the  current  year pro  rated to the  number  of  complete  months
          expired  immediately  after such death and the Corporation  shall also
          pay Bujold a special payment equivalent to six (6) months of service.

     13.4 Should the Corporation  terminate Bujold's employment  hereunder other
          than "for Cause" within two (2) years following a Change in Control of
          the Corporation,  or Bujold terminates his employment for Good Reason,
          Bujold  shall  receive at his choice in addition to any other  payment
          mentioned  hereinabove  three  (3) years of his Base  Salary.  Payment
          under this Section 13.4 is not to be combined with any other  payments
          provided for in the present Article 13.


     14.1 Confidential  Information is related namely to the field of e-commerce
          solutions to businesses  and shall mean all  information  (including a
          trade  secret)  written  or oral,  furnished  between  and  among  the
          Corporation  and Bujold  (whether such  information  is prepared by or
          obtained  from the  parties,  their  clients,  partners,  advisors  or
          otherwise) that is disclosed for the furtherance of Bujold's  services
          and  duties.   Confidential   Information   shall   include,   without
          limitation,  Research and Development  issues  involving  application,
          business,  financial  and marketing  sales  matter,  computer/software
          developments,  operational  system  technique and  methodology and the

     14.2 The term  Confidential  Information  shall not include any information

          1)   at the time of disclosure is or become public domain  without the
               fault on the part of Bujold;

          2)   is  previously  known by Bujold  without an obligation to keep it

          3)   is  expressly   released  in  writing  from  the   obligation  of
               confidentiality imposed by this Agreement;


          4)   is  required to be  disclosed  pursuant  to any  applicable  law,
               regulation,  judicial  or  administrative  order  or  decree,  or
               request by a regulatory organization having authority pursuant to
               the law;  provided however that the Corporation  shall have given
               notice and make reasonable  efforts to obtain a protective  order
               requiring that Confidential Information not be disclosed.

     14.3 The term Person as used in this Agreement shall be interpreted broadly
          to include, without limitation,  the media, any corporation,  company,
          group,  partnership,   joint  venture,  trust,  estate,   organization
          association, syndicate or individual.

     14.4 Bujold  agrees that he shall not at any time during or  following  the
          end of the Term  directly or  indirectly,  divulge or disclose for any
          purpose  whatsoever,  any of such  Confidential  Information which has
          been obtained by or disclosed to Bujold as a result of his discussions
          with the Corporation,  except that Bujold may disclose the information
          or portion thereof to those of the Corporation's employees who need to
          know such  Confidential  Information  for the  purpose  of  performing
          duties  within  the  normal  scope  of  their   employment  (it  being
          understood that those Corporation's  employees will be informed of the
          confidential  nature of the  information and will agree to be bound by
          this  Agreement  and not to  disclose  the  information  to any  other

     14.5 Bujold  agrees he shall not use  Confidential  Information  to compete
          with the Corporation in any manner;

     14.6 Bujold agrees that any and all Confidential  Information  furnished by
          the  Corporation  will not be  reproduced  or  disclosed to any Person
          without the express prior written approval of the Corporation;

     14.7 All  Confidential  Information is and shall remain the property of the
          Corporation. Neither this Agreement nor any disclosure hereunder shall
          be deemed,  by  implication or otherwise to vest in Bujold any license
          or  other  ownership  rights  to or  under  any  inventions,  patents,
          know-how,   trade  secrets,   trademarks,   all  copyrights  owned  or
          controlled by the Corporation;

     14.8 In the  event  of a breach  or  threatened  breach  by  Bujold  of any
          obligations  pursuant to the present Agreement,  the Corporation shall
          be entitled to any remedy including  injunction relief,  damage or any
          other right available to it, to prevent or to restrain any such breach
          by Bujold.


     15.1 In addition to the reimbursement of the expenses  mentioned in Section
          12.1, the  Corporation  will  reimburse  Bujold upon  presentation  of
          reasonable  documentation  therewith all cost and expenses incurred by
          Bujold in connection with the  preparation,  execution and delivery of
          this Agreement  including  without  limitation the reasonable  fees of
          counsel with respect thereto.



     16.1 The Corporation  agrees and consents that Bujold has a period of three
          (3) months  following the execution of this Agreement to withdraw from
          the operations and business of Serge Bujold and Associates Inc.


     17.1 The  Agreement  and all of the  Corporation's  rights and  obligations
          hereunder may be assigned, delegated or transferred by the Corporation
          (whether by operation of law or otherwise) to any of its affiliates or
          subsidiaries   or  to  any  business  entity  which  at  any  time  by
          amalgamation,   consolidation,  sale  or  otherwise  acquires  all  or
          substantially all of its assets, it being understood, however, that no
          such assignment, delegation or transfer should substantially alter the
          nature or status of Bujold's  responsibilities.  Upon such assignment,
          delegation  or transfer,  any such  affiliate,  subsidiary or business
          entity  shall be  deemed to be  substituted  for all  purposes  as the
          Corporation hereunder.

     17.2 The  Corporation  will  require  any  successor   (whether  direct  or
          indirect, by amalgamation, consolidation, sale or otherwise) to all or
          substantially  all of its business and assets to expressly  assume and
          agree to perform  this  Agreement  in the same  manner and to the same
          extent that the Corporation would be required to perform it if no such
          succession had taken place.

     17.3 This Agreement  shall be binding upon and inure to the benefit of, the
          parties  hereto,  any successors to or assigns of the  Corporation and
          Bujold's  heirs  and  the  personal  representatives  of the  Bujold's
          estate.  If Bujold  should die while any amount would still be payable
          to  Bujold  hereunder  if  Bujold  had  continued  to  live,  all such
          payments,   unless  otherwise  provided  herein,   shall  be  paid  in
          accordance  with the  terms of this  Agreement  to  Bujold's  devisee,
          legatee,  or other  designee,  or,  if there is no such  designee,  to
          Bujold's estate.


     18.1 Any notice  hereunder by any party to the other parties shall be given
          in writing by personal  delivery or certified mail,  returned  receipt
          requested, postage prepaid, addressed as follows:

          If to Bujold:             Serge Bujold
                                    5510 Bertrand Street
                                    Brossard, Quebec
                                    J4Z 3E1


          If to the Corporation:    9066-4871 Quebec Inc.
                                    440 Rene-Levesque Boulevard West
                                    Suite 400
                                    Montreal, Quebec
                                    J2Z 1V7

          or to such other address as such party may have furnished to the other
          party in  writing in  accordance  herewith.  A notice  shall be deemed
          given if by personal delivery, on the date of such delivery, or, if by
          certified mail on the date shown on the applicable return receipt.


     19.1 This Agreement may be executed by the parties  hereto in  counterpart,
          each of  which  shall  be  deemed  to be an  original,  but  all  such
          counterparts shall together constitute one and the same instrument.


     20.1 The parties  hereto agree that the terms and conditions of the present
          Agreement  and the content of  discussions  that led to its  execution
          shall remain confidential.


     21.1 No failure of the Corporation or Bujold to exercise,  nor any delay in
          exercising,  any right  hereunder shall operate as a waiver of that or
          any other  right or remedy of the  Corporation,  nor shall any partial
          exercise preclude any further or other exercise.


     22.1 The  parties  hereto  acknowledge  that  they have  requested  and are
          satisfied that this Agreement and all related documents be drawn up in
          the English language.  Les parties aux presentes  reconnaissent  avoir
          requis que la presente  entente et les  documents  qui y sont relatifs
          soient rediges en anglais.

WHEREOF the parties have signed and duly executed this Agreement in Montreal, as
of the 27th day of March 2000.

                                                  9066-4871 QUEBEC INC.

                                                  /s/ Joseph Farag
                                                  Per:  Joseph Farag


                                                  SERGE BUJOLD

                                                  /s/ Serge Bujold
                                                  Per:  Serge Bujold


Planet Inc. represented herein by Joseph Farag duly authorized for these
purposes as he so declares  intervenes to the present  Agreement and assumes and
guaranties the execution of any and all of the obligations of the Corporation.

Per:  /s/ Joseph Farag
      Planet Inc.


                                   APPENDIX A

A)   Cause

     "Cause" shall mean , without being limited to, the occurrence of any one of
     the following acts or events:

     1)   Habitual insobriety,  being intoxicated while performing duties or any
          drug use by Bujold;

     2)   Theft, fraud or embezzlement or any other material act of dishonesty;

     3)   Gross   negligence  or  gross   misconduct   by  Bujold   against  the

B)   Change in Control

     "Change in Control"  shall be  interpreted  broadly and shall mean  without
     being limited to, the following:

     1)   a significant  change in the  composition of the Board of Directors of
          the Corporation without Bujold's consent;

     2)   the sale, lease or other transfer of  substantially  all of the assets
          of the Corporation;

     3)   the approval by the  shareholders or directors of the Corporation of a
          merger of the Corporation with another business  organization  against
          the will of the Officer;

     4)   the approval by the  shareholders or directors of the Corporation of a
          liquidation  or  dissolution,  whether  voluntary  or  forced,  of the
          Corporation; or

     5)   the  de-listing  of the shares of one of the members of the  Corporate
          Group from a recognized stock exchange.

C)   Corporate Group

     "Corporate  Group"  shall mean the  Corporation  and its  subsidiaries  and

D)   Good Reason

     "Good Reason" shall mean,  without  Bujold's  express  consent,  written or
     otherwise, any of the following:


     (a)  Assignment  to Bujold of any  duties  inconsistent  with his status as
          President  and  Chief  Executive  Officer  of  the  Corporation,  or a
          substantial alteration in the nature of Bujold's responsibilities;

     (b)  Unilateral modification by the Corporation of Bujold's work conditions
          in a substantial manner;

     (c)  Relocation  and/or  transfer of Bujold outside a radius of 25 miles of
          the Montreal Urban Community without Bujold's consent.

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