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THIS CONSULTING AGREEMENT dated the 1st day of October 2000, BETWEEN:
SECURITY BIOMETRICS INC, a British Columbia company, having an office
at #8 Tsawwassen Beach Road, Vancouver, British Columbia, V4M 4C6
(THE "COMPANY")
AND:
LK&Z ADVISORY INTERNATIONAL INC, having an office at 2836 - 42
Street SW Calgary AB, T3E 3M1
(THE "CONSULTANT")
WITNESSES THAT WHEREAS:
A the Company is involved in the development and licensing of
biometric security technology for the banking and financial
services industries; and
B the Consultant has business skills of a proven track record,
expertise and experience in creating and maintaining effective
Investor Awareness and Introduction Services which the Company
wishes to retain; and
C the Company agrees to retain and the Consultant agrees to supply
the services to serve in the capacity set out herein;
THEREFORE in consideration of the recitals, the following representations and
covenants and the payment of one dollar made by each party to the other, the
receipt and sufficiency of which is acknowledged by each party, the parties
agree on the following terms:
1. ENGAGEMENT AND DURATION
1.1 The Company hereby engages the services of the Consultant, and the
Consultant hereby accepts such engagement and agrees to provide his
services to the Company to the best of his ability and in
accordance with the terms and conditions of this Agreement.
1.2 The Company shall employ the Consultant for a term of twelve
months commencing on October 1, 2000 and terminating on September
30, 2001 (the "Termination Date").
1.3 The term of this Agreement may be extended with the written mutual
agreement of the parties.
1.4 TERMINATION - This Agreement maybe terminated by either party on
three month's written notice to the other party.
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2. DUTIES OF THE CONSULTANT
2.1 The Consultant hereby agrees to provide the following services to
the Company to the best of his ability and in accordance with the
terms and conditions of this Agreement:
(a) Investor Awareness/Introduction Services - creating and
maintaining investor awareness programs, maintaining a dynamic
Internet presence, establishing and maintaining a market
surveillance program in the traded stock of the company,
facilitating block trading as well as general business consulting
services. Such services are directed to the clients of the
Consultant specifically and the national and international Finance
Community in general.
(b) Organizing and executing a European Investor Relations Tour
designed to assist the company in its ongoing financing efforts.
The time, duration and exact presentation locations of such a tour
to be determined in discussion between the parties.
2.2 The Consultant shall allocate an appropriate amount of time and
attention to the business affairs of the Company on an ongoing
basis, shall use his best efforts to promote the interest of the
Company, and to the extent necessary to discharge the
responsibilities assigned to the Consultant, perform faithfully
and efficiently such responsibilities.
2.3 The Consultant shall be responsible for the payment of all
federal, provincial, state and local taxes and remittances
including unemployment insurance premiums, deductions, and medical
and hospitalization premiums.
2.4 The Consultant shall report directly to the President of the
Company or such other person(s), as the Board of Directors of the
Company shall direct from time to time.
2.5 The Consultant will, subject to the terms of this Agreement,
comply promptly and faithfully with the Company's reasonable
instructions, directions, requests, rules and regulations. The
Company shall not be deemed to have waived the right to require
the Consultant to perform any duties hereunder by assigning the
Consultant to any other duties or services or by assigning another
individual to perform the duties of the Consultant.
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3. REMUNERATION AND BENEFITS
3.1 COMPENSATION
The Company shall compensate the Consultant according to the following
terms:
a. A 12-month retainer fee of US$ 2,500 per month paid quarterly, in
advance. The first payment shall be made upon signing of the
agreement;
b. A grant to the Consultant of 20,000 (post-split) free-trading
shares, to be issued to the Consultant on a schedule of 5,000
shares per 3 months, with the first issue being on the last day of
the third month following the effective date of this agreement;
c. The proposed European Investor Relations Tour will be priced at a
fee of US$5, 500 per day. Specific details are negotiated
separately.
3.2 REIMBURSEMENT OF EXPENSES
The Company shall reimburse the Consultant for all reasonable
pre-approved expenses incurred by the Consultant in the performance of his
duties pursuant to this Agreement provided that the Consultant provides the
Company with a written expense account on the last day of each calendar
month.
4. RESTRICTIVE COVENANTS
4.1 DELIVERY OF RECORDS
Upon the termination of this Agreement, the Consultant will deliver to
the Company all books, records, lists, brochures and other property
belonging to the Company or developed in connection with the business
of the Company.
4.2 CONFIDENTIALITY
The Consultant has already signed a separate Confidentiality Agreement.
5. RIGHT TO USE CONSULTANT'S NAME AND LIKENESS
The Consultant hereby grants to the Company the right to use the
Consultant's name, likeness and/or biography in connection with the
services performed by the Consultant under this Agreement and in
connection with the advertising or exploitation of any project with
respect to which the Consultant performs services for the Company.
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6. WAIVER
No consent or waiver, express or implied, by any party to this Agreement
of any breach or default by the other party in the performance of its
obligations under this Agreement or of any of the terms, covenants or
conditions of this Agreement shall be deemed or construed to be a
consent or waiver of any subsequent or continuing breach or default in
such party's performance or in the terms, covenants and conditions of
this Agreement. The failure of any party to this Agreement to assert any
claim in a timely fashion for any of its rights or remedies under this
Agreement shall not be construed as a waiver of any such claim and shall
not serve to modify, alter or restrict any such party's right to assert
such claim at any time thereafter.
7. NOTICES
7.1 Any notice relating to this Agreement or required or permitted to be
given in accordance with this Agreement shall be in writing and shall
be personally delivered or mailed by registered mail, postage prepaid
to the address of the parties set out on the first page of this
Agreement, any notice shall be deemed to have been received if
delivered, when delivered, and if mailed, on the fifth day (excluding
Saturdays, Sundays and holidays) after the mailing thereof. If normal
mail service is interrupted by strike, slowdown, force majeure or
other cause, a notice sent by registered mail will not be deemed to be
received until actually received and the party sending the notice
shall utilize any other services which have not been so interrupted or
shall deliver such notice in order to ensure prompt receipt thereof.
7.1 Each party to this Agreement may change its address for the purpose of
this section 9.0 by giving written notice of such change in the manner
provided for in section 9.1.
8. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with
the laws of the province of British Columbia and the federal laws of
Canada applicable therein, which shall be deemed to be the proper law
hereof. The parties hereto hereby submit to the jurisdiction of the
courts of British Columbia.
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9. REGULATORY APPROVAL
This Agreement and the granting of any securities are subject to the
approval of the relevant Stock Exchange and any other regulatory body
having jurisdiction.
10. SEVERABILITY
If any provision of this Agreement for any reason by declared invalid,
such declaration shall not effect the validity of any remaining portion
of the Agreement, which remaining portion shall remain in full force
and effect as if this Agreement had been executed with the invalid
portion thereof eliminated and is hereby declared the intention of the
parties that they would have executed the remaining portions of this
Agreement without including therein any such part, parts or portion
which may, for any reason, be hereafter declared invalid.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
hereto and there are no representations or warranties, express or
implied, statutory or otherwise other than set forth in this Agreement
and there are no agreements collateral hereto other than as are
expressly set forth or referred to herein. This Agreement cannot be
amended or supplemented except by a written agreement executed by both
parties hereto.
12. ARBITRATION
In the event of any dispute arising from this Agreement, the matter in
dispute shall be referred to the auditors of the Company for
determination. If the auditors cannot agree on a determination of the
matter in dispute within ten days following the referral to them, the
matter in dispute shall be referred to a single arbitrator under the
Arbitration Act then in effect in British Columbia.
13. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party to this Agreement
without the prior written consent of the other party to this Agreement.
14. BURDEN AND BENEFIT
This Agreement shall ensure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns.
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15. TIME
Time is of the essence of this Agreement.
16. COUNTERPART
This Agreement may be executed in counterpart and such counterparts
together shall constitute one and the same instrument and
notwithstanding the date of execution shall be deemed to bear the date
as set out on the first page of this Agreement.
IN WITNESS WHEREOF
SECURITY BIOMETRICS INC LK&Z ADVISORY INTERNATIONAL INC.
per: /s/ [ILLEGIBLE] Date: per: /s/ Klaus Zahnd Date: Aug. 30/00
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AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY
NAME: NAME: Klaus Zahnd, Managing Director
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