SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 22, 1999
TOUCAN GOLD CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 33-28562 75-2661571
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
8201 PRESTON ROAD, SUITE 600, DALLAS, TEXAS 75225
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (214) 890-8065
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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See the discussion of the Share Exchange in Item 2 below, which may be
deemed to result in a change of control of the Company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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The Share Exchange
GENERAL. On July 22, 1999, Toucan Gold Corporation, a Delaware
corporation (the "Company"), consummated the acquisition of all of the issued
and outstanding capital stock of ITIS Technologies Limited, a company organized
under the laws of the United Kingdom ("ITIS"), in exchange (the "Share
Exchange") for 4,680,375 shares (the "Shares") of the Company's common stock,
$.01 par value (the "Common Stock"), pursuant to a Share Sale Agreement re ITIS
Technologies Limited (the "Share Sale Agreement"), dated July 22, 1999, by and
among David J. Blanchfield, James L. Jackson, David R. Wray, Barry Jones, Ian
McNeill (the "ITIS Shareholders") and the Company. The Company is obligated to
issue the Shares within 20 days of July 22, 1999, the closing date of the Share
Exchange (the "Closing Date"). Upon delivery of the Shares, the ITIS
Shareholders will own 34% of the Company, not including outstanding warrants and
options to purchase Common Stock.
Pursuant to the Share Sale Agreement, the Company represented that on
the Closing Date the Company's balance sheet would reflect net current assets
valued at a minimum of approximately US$1,620,000, including certain ordinary
shares (the "Minmet Shares") of Minmet plc ("Minmet"), an Irish company whose
shares are quoted on the Exploration Securities Market of the Irish Stock
Exchange and the London Stock Exchange, but excluding the value of Toucan Mining
Limited, a wholly-owned subsidiary of the Company organized under the laws of
the Isle of Man ("TML"). The value of the Minmet Shares owned by the Company
will be determined by averaging the closing price of the ordinary shares of
Minmet on the London Stock Exchange for the ten day trading period immediately
preceding the second trading day prior to the Closing Date as disclosed in the
Financial Times, not taking into account any restrictions on the sale of the
Minmet Shares applicable to the Company. The Company's Board of Directors has
approved a spin-off (the "Spin-Off") of the shares of TML to the stockholders of
the Company. See "The Share Exchange -- The Spin-Off." The Company believes it
is currently in compliance with this representation. Each ITIS Shareholder
warranted pursuant to the Share Sale Agreement that he will not dispose of any
of the Shares for one year from the Closing Date and will dispose of no more
than one-third of his Shares per year in the first through fourth years after
the Closing Date.
Each ITIS Shareholder further agreed (i) that for 36 months after the
Closing Date, he will not directly or indirectly solicit, interfere with or
attempt to entice away any person who is, or has been during the past 12 months,
a licensor, client, customer or employee of ITIS; and (ii) for a period of 36
months after the Closing Date, not to directly or indirectly act as a manager,
agent or employee or otherwise associate himself with any entity in the business
of computer software development, marketing and sale of software products
substantially similar to the software products of ITIS.
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THE SPIN-OFF. On July 16, 1999, the Board of Directors of the Company
approved the Spin-Off of all of the outstanding shares (the "TML Shares") of TML
to the stockholders of the Company. The TML Shares will be distributed on a
share for share basis to holders of the Company's common stock (the "Common
Stock") as of the record date. The record date for determining the holders of
Common Stock entitled to the distribution of the TML Shares has been set for
August 3, 1999. Pursuant to Delaware corporate law, if the distribution of the
TML Shares is not consummated within 60 days of such date a new record date will
be selected. The date of the distribution of the TML Shares has not been
determined because the consummation of the distribution of the TML Shares is
dependent upon the satisfaction of the following conditions: (i) the conversion
of TML into a public limited company under Isle of Man law and the change of its
name from Toucan Mining Limited to Toucan Mining Plc; (ii) the registration of
the TML Shares under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and (ii) the furnishing of an Information Statement to the
stockholders as of the record date describing TML and the distribution of the
TML Shares that substantially complies with Regulation 14C under the Exchange
Act. The ITIS Shareholders have agreed in the Share Sale Agreement that they are
not entitled to participate in the Spin-Off.
DIRECTORS, OFFICERS AND CONSULTANTS OF THE COMPANY AND ITIS. Pursuant
to the Share Sale Agreement, Robert P. Jeffcock and Ian McNeill have been
elected to the Board of Directors of ITIS. Although such action is not required
by the Share Sale Agreement, the Company has appointed James L.
Jackson and David R. Wray to its Board of Directors.
Robert Jeffcock entered into a consulting and employment agreement with
the Company, dated July 22, 1999, and agreed to serve as Chairman and Chief
Executive Officer of the Company and consultant to the Company for an initial
term of six months, terminable thereafter upon prior written notice of one
month. After the initial term, it is contemplated that Mr. Jeffcock would remain
Chairman of the Board of Directors, but be replaced as Chief Executive Officer.
Mr. Jeffcock will receive approximately US$4,860 per month during the term of
the agreement.
David Blanchfield, James L. Jackson and David R. Wray each entered into
employment agreements with ITIS, dated July 22, 1999, and were appointed
Managing Director, Technical Director and Research Development Director of ITIS,
respectively. Each agreement has an initial term of three years, terminable by
the Company prior to three years for cause only. Compensation for each officer
will consist of approximately US$56,700 per year during the term of their
agreements, payable monthly in arrears, until such time as certain funds are
raised by the Company (the "Financing"), at which time each officer's
compensation will increase to approximately US$121,500 per year, payable monthly
in arrears, plus a bonus package which may enable each officer to earn
approximately an additional US$40,500 in the first year of the employment
agreement. These agreements contain confidentiality and non-competition
provisions.
Commercial Technology Limited entered into a consulting agreement with
ITIS, dated July 22, 1999, agreeing to provide Ian McNeill's services as interim
financial director to ITIS. The initial term of the agreement is six months,
terminable thereafter upon prior written notice of one month. Commercial
Technology Limited's compensation consists of a retainer of approximately $4,680
per month during the
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term of the agreement. CMM Ventures Limited also entered into a consulting
agreement with ITIS, dated July 22, 1999, agreeing to provide Barry Jones's
services as Marketing Director Designate to ITIS. The initial term of the
agreement is six months, terminable thereafter upon prior written notice of one
month. CMM Ventures Limited's compensation consists of a retainer of
approximately $4,680 per month during the term of the agreement. Once the
Financing is achieved, it is contemplated that Barry Jones will join ITIS as an
employee in the position of Marketing Director for an initial term of one year,
terminable thereafter upon prior written notice of six months. As Marketing
Director, Mr. Jones would be entitled to compensation of approximately
US$121,500 per year, payable monthly in arrears. ITIS consented under the
agreement to Barry Jones's continued work for CCAT Limited and participation on
the Board of Directors of PAS Limited.
PROPOSED NAME CHANGE. The Board of Directors has approved a change in
the name of the Company to "Toucan Internet, Inc." subject to the approval of
such action by the stockholders of the Company.
ITIS
GENERAL. ITIS is a software development company incorporated under the
laws of the United Kingdom. The principal executive office of ITIS is located at
2 Parklands, Studley Roger, Ripon, North Yorkshire HG4 3AY, United Kingdom. ITIS
develops software solutions that are compliant with existing protocols and
standards on the Internet and intranets and enable secure, reliable and
manageable business- to-business communications.
PRODUCT. ITIS has developed Authoriszor, a fully integrated World Wide
Web ("Web") management, control and security system to service the supply chain
e-partnering segment of the Web, which includes business to business
communications, distributed applications and application integration. ITIS is
designed to complement existing firewalls and provide comprehensive Web security
and control to meet the concerns of managers and information technology
professionals attempting to automate supply chain management over the Web.
Management of ITIS believes that Authoriszor provides features and functionality
normally associated with highly specified Local Area Networks ("LAN") and
management systems and confers LAN levels of security, management and control to
information technology systems on the Web. ITIS is a development stage company
that participates in pilot programs and the test marketing of Authoriszor, but
has not sold any products and currently has no revenues.
Microsoft, Inc. has licensed ITIS to use its "Designed for Microsoft
Back Office" logo on its Authoriszor software. ITIS is also a participant in
Hewlett-Packard's NETConnect program.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Business Acquired
The Company will provide applicable
financial statements within 60 days of the
filing of this Current Report on Form 8-K.
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(b) Pro Forma Financial Information
The Company will provide applicable pro
forma financial information within 60 days
of the filing of this Current Report on Form
8-K.
(c) Exhibits
10.1 Share Sale Agreement re ITIS Technologies Limited,
dated July 22, 1999, by and among David J. Blanchfield,
James L Jackson, David R. Wray, Barry Jones, Ian
McNeill and Toucan Gold Corporation.
10.2 Deed of Indemnity, dated July 22, 1999, by and among
David J. Blanchfield, James L Jackson, David R. Wray,
Barry Jones, Ian McNeill and Toucan Gold Corporation.
10.3 Letter of Appointment, dated July 22, 1999, by and
between David J. Blanchfield and ITIS Technologies
Limited.
10.4 Letter of Appointment, dated July 22, 1999, by and
between James L. Jackson and ITIS Technologies Limited.
10.5 Letter of Appointment, dated July 22, 1999, by and
between David R. Wray and ITIS Technologies Limited.
10.6 Engagement Letter, dated July 22, 1999, by and between
Commercial Technology Ltd. and ITIS Technologies
Limited.
10.7 Engagement Letter, dated July 22, 1999, by and between
CMM Ventures Ltd. and ITIS Technologies Limited.
10.8 Engagement Letter, dated July 22, 1999, by and between
Robert Jeffcock and Toucan Gold Corporation.
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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.
Toucan Gold Corporation
(Registrant)
Date: August 6, 1999 By: /s/ Robert P. Jeffcock
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Robert P. Jeffcock
Chief Executive Officer
Exhibit 10.1
CONFORMED COPY
DATED 22ND July 1999
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SHARE SALE AGREEMENT
re ITIS Technologies Limited
(1) J L JACKSON ESQ AND OTHERS
(2) TOUCAN GOLD CORPORATION INC
Kingsley Napley
Knights Quarter
14 St John's Lane
London EC1M 4AJ
Tel: 0171 814 1200
Ref: 0046CLN.DPM
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INDEX
<TABLE>
<CAPTION>
INDEX TO CLAUSES
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<S> <C> <C>
1 Definitions and Interpretation .................................................. 2
2 Agreement for sale .............................................................. 5
3 Purchase consideration........................................................... 5
4 Completion ................................................................. 7
5 Warranties by the Warrantors..................................................... 9
6 Restrictive agreement............................................................ 9
7 General ................................................................. 10
Schedules
1 Vendors' holdings................................................................ 11
2 The Company ................................................................. 12
3 Warranties ................................................................. 13
4 The Software and the Trade Marks ................................................ 18
5 Deed of Indemnity................................................................ 19
6 Limitations ................................................................. 22
7 Disclosure Schedule.............................................................. 23
</TABLE>
<PAGE>
THIS AGREEMENT is made the 22nd day of July 1999
BETWEEN:-
(1) The Persons whose names and addresses are set out in column 1 of
Schedule 1 ("the Vendors"); and
(2) TOUCAN GOLD CORPORATION INC a public limited company incorporated under
the laws of the State of Delaware and whose Principal Executive offices
are situate at 8201 Preston Road Suite 6000 Dallas Texas 75225 USA
("the Purchaser")
NOW IT IS HEREBY AGREED as follows:-
1 DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, including the Schedules the following words and
expressions shall have the meanings ascribed hereto
"agreed form" the form agreed between the parties on or prior to
the date of this agreement and initialled for the
purpose of identification only by their respective
solicitors
"the Assignment" means the Deed of Assignment of even date made
between J L Jackson & Others (1) the trustees (2)
Synergetics GB Limited (3) and the Company (4)
attached hereto marked 'A' pursuant to which all
the Intellectual Property Rights in the Software
have been assigned to the Company
"CA" Companies Act 1985
"Companies Acts" CA, the former Companies Acts (within the meaning
of CA s 735(1)) and the Companies Act 1989
"Company" ITIS Technologies Limited (Company Number 3302620)
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"Completion" completion of the purchase of the Shares in
accordance with clause 4
"Consideration
Shares" the 4,680,375 shares of US$.01 each, credited as
fully paid, of the Purchaser to be allotted to the
Vendors pursuant to clause 4.9
"Deed of Indemnity" a deed in the form set out in Schedule 5
"Disclosure Bundle" the bundle of documents in the agreed form
"Disclosure
Schedule" the Schedule of disclosures against the Warranties
at Schedule 7
"the Executive
Agreements" the Executive Agreements in the agreed form to be
entered into at Completion between the Company and
each of Mr Jeffcock and Commercial Technology
Limited (a company controlled by Mr McNeill)
"FA" Finance Act
"FRS" a financial reporting standard issued by The
Accounting Standards Board Limited or an SSAP
"ICTA" Income and Corporation Taxes Act 1988
"Intellectual
Property Rights" patents, patent applications, know-how, trade
marks, trade mark applications, trade names, reg-
istered designs, copyright or other similar intel-
lectual or commercial rights
"Mr Jeffcock" Robert Jeffcock of Apartment B42 Roc Fleuri 1 Rue
de Tenao MC980000 Monaco
"Mr Jones" Barry Jones of 10 St James Drive Harrogate HG2 8HT
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"Last Accounts
Date" 30th June 1999 (being the date to which the Prin-
cipal Accounts have been prepared)
"the Loan
Agreements" the Loan Agreements in the agreed form to be
entered into at Completion between the Company
and each of Messrs Blanchfield, Jackson and Wray
"Mr McNeill" Ian McNeill of The Old Granary Hazelwood Nr
Tadcaster North Yorkshire LS24 9NJ
"NASDAQ" means the NASD OTC Bulletin Board
"Principal Accounts" the balance sheet as at the Last Accounts Date of
the Company and the directors= report and notes
a copy of which are annexed to the Disclosure
Schedule
"Purchaser's
Solicitors" Messrs Kingsley Napley Knights Quarter 14 St
John=s Lane London EC1M 4AL
"Purchaser's
Stockbrokers" Stockbrokers approved by the Purchaser from time
to time
"Securities Act" the Securities Act of 1933, as amended
"the Service
Agreements" the Service Agreements in the agreed form to be
entered into at Completion between the Company and
each of Messrs Blanchfield, Jackson, and Wray and
the engagement letter in the agreed form to be
entered into at Completion between CMM Ventures
Limited (a company under the control of Mr Jones)
and the Company
"Shares" the 17,895 ordinary shares of 10 pence each in the
capital of the Company comprising the whole of its
issued and allotted share capital
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"the Software" means the Computer Software Programs detailed in
Part 1 of Schedule 4
"Subsidiary" a subsidiary as defined in CA, s 736
"Synergetics" Synergetics G B Limited a company under the
control of J L Jackson D R Wray and D Blanchfield
"Taxation" all forms of taxation duties imposts and levies
whatsoever and wherever and whenever imposed
"TCGA" Taxation of Chargeable Gains Act 1992
"TMA" Taxes Management Act 1970
"the Trade Marks" means the Trade Marks registered in the name of
the Company with regard to the Software under the
mark "Authoriszor" and domain names more particu-
larly detailed in Part 2 of Schedule 4
"VATA" Value Added Tax Act 1994
"Vendors'
Solicitors" Messrs Hammond Suddards 2 Park Lane Leeds LS3 1ES
"Warranties" the warranties of the Warrantors contained in
clause 5 and Schedule 3
"Warrantors" each of David Blanchfield, James Jackson and David
Wray
1.2 Any reference to the Vendors includes, where appropriate, their personal
representatives
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1.3 Except where the context otherwise requires words denoting the singular
include the plural and vice versa; words denoting any one gender include
all genders; words denoting persons include firms and corporations and vice
versa
1.4 Clause headings in this Agreement and in the Schedules are for ease of
reference only and do not affect the construction of any provision
2 AGREEMENT FOR SALE
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2.1 Subject to the terms and conditions of this agreement, the Vendors shall
each sell their respective holding of Shares as set out in Schedule 1 with
full title guarantee and the Purchaser shall purchase the Shares with all
rights attaching to them and with effect from the date of this Agreement
2.2 Each of the Vendors hereby waives any pre-emption rights he may have in
relation to any of the Shares under the articles of association of the
Company or otherwise
3 PURCHASE CONSIDERATION
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3.1 The purchase consideration for the Shares shall be the allotment at
Completion credited as fully paid, of the Consideration Shares to each
Vendor in the amounts set against each of their respective names in Column
(3) of Schedule 1
3.2 The Consideration Shares shall be issued on terms that they will rank pari
passu in all respects with the shares of the Purchaser in issue at the date
of allotment save:-
3.2.1 as regards any dividend declared or paid by reference to a record
date which is prior to Completion; and
<PAGE>
3.2.2 in relation to any dividend in specie or other arrangement declared
or entered into by the Purchaser pursuant to which the
investment/interest of the Purchaser in Toucan Mining Limited or
another or successor entity (ATM@) is divested to the stockholders of
record of the Purchaser prior to Completion. The Vendors acknowledge,
accept and undertake to the Purchaser that the Consideration Shares
give them no entitlement to any investment/interest/involvement in TM
and to the extent that any resolution is put to them as stockholders
of the Purchaser to give effect to or otherwise authorise such
dividend or arrangement they shall vote in favour of such resolution.
In the event TM is sold to a third party rather than being divested
to the Purchaser's stockholders, the Vendors acknowledge accept and
undertake to the Purchaser that the Consideration Shares give them no
entitlement to any investment/interest in the proceeds of sale of TM
and shall execute any documents necessary or appropriate to reflect
that the Vendors have no such investment/interest in such proceeds
3.3. The Purchaser warrants to the Vendors that at Completion:-
3.3.1 the Consideration Shares will comprise no less than 34% of the
enlarged issued share capital of the Purchaser at Completion (prior
to the exercise of any warrants or options) and if less the Purchaser
will procure that such further equity shares comprising its share
capital are issued to the Vendors (in similar proportions to their
entitlement to Consideration Shares) to rectify any breach of this
warranty as soon as practicable;
3.3.2 the balance sheet of the Purchaser, on the assumption that the
Purchaser has divested or is deemed to have divested itself of its
interest in TM, will comprise cash, net current assets and quoted
shares of an amount in aggregate of not less than 1,000,000 (British
Pounds). For this purpose the value of the shares of Minmet plc
("Minmet") owned by the Purchaser shall be the average closing price
of Minmet shares on the London Stock Exchange for the ten day trading
period immediately preceding the second trading day prior to the date
of Completion as disclosed in the Financial Times notwithstanding any
restrictions on the sale of such shares applicable to the Purchaser
3.4 The Purchaser shall so far as it can comply with any necessary requirements
of NASDAQ so as to obtain listing for the Consideration Shares equivalent
to the Listing in respect of the Shares of the Purchaser in issue at the
date of allotment
3.5 Subject as set out in Clause 3.6 below and any additional
restrictions/requirements of NASDAQ each of the Vendors:
3.5.1 acknowledges that the Consideration Shares are restricted securities
under the Securities Act and that the Vendors:-
3.5.1.1 are acquiring the Consideration Shares for their own account
without a view to distribution within the meaning of the
Securities Act;
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3.5.1.2 have received from the Purchaser its filings with the
Securities & Exchange Commission and all other information that
they have deemed necessary to make an informed investment
decision with respect to the Purchaser in general and the
Consideration Shares in particular;
3.5.1.3 are financially able to bear the economic risks of accepting
the Consideration Shares based upon the warranties given by the
Purchaser to the Vendors in Clause 3.3; and
3.5.1.4 have such knowledge and experience with respect to investments
of a nature similar to the Consideration Shares so as to be
capable by reason of such knowledge and experience of evaluating
the merits and risks of and making the informed business decision
with regard to the acceptance of the Consideration Shares under
the terms of this Agreement
3.5.2 undertakes that he will not for a period of one year after Completion
dispose of any of his allocation of the Consideration Shares or in
the period between 1 year and 4 years after Completion dispose of
more than 1/3 of his allocation of the Consideration Shares per year;
and
3.5.3 subject to Clause 3.7 below agrees that in relation to any such
disposal envisaged by Clause 3.5.2 or Clause 3.6 below, he will not
carry out such disposal other than through the Purchaser's
Stockbrokers and for the purposes of this Clause, any of the Vendors
shall be deemed to dispose of a share if he ceases in any
circumstances whatever (other than death or to the trustees of a
trust of which he is settlor and he or an immediate member of his
family is beneficiary) to be the absolute beneficial owner of it and
on his death or in a transfer to such a trust, this Clause shall con-
tinue to apply in relation to his personal representatives or
trustees
3.6 The Warrantors may each dispose of such number of Consideration Shares,
without restriction save as regards sale via the Purchaser's Stockbrokers
(subject as set out in Clause 3.7 below) and applicable securities laws, as
may be sufficient to meet a claim under the Warranties or the Deed of
Indemnity at the time such claim falls to be satisfied by the Warrantors
<PAGE>
3.7 The Vendors shall not be obliged to make any sale of Consideration Shares
through the Purchaser's Stockbrokers unless such disposal is effected on
terms whereby the net proceeds of sale are not materially different than
the proceeds that could have been achieved through a Stockbroker of the
relevant Vendor's own choice
4 COMPLETION
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4.1 Completion shall take place on the date of this Agreement when, all the
transactions mentioned in the following sub-clauses shall take place
4.2 The Vendors shall deliver to the Purchaser:
4.2.1 duly completed and signed transfer documents transferring the Shares
to the Purchaser or as it may direct free of all liens encumbrances
and restrictions together with the relative share certificates;
4.2.2 the Deed of Indemnity duly executed by the Warrantors and the
Purchaser
4.2.3 the statutory books of the Company complete and up-to-date and the
certificate of incorporation and common seal;
4.2.4 the appropriate form to amend the mandate given by the Company to its
bankers
4.3 The Purchaser and the Vendors shall procure that the Company enter into the
Service Agreements with Messrs Blanchfield Jackson Wray and CMM Ventures
Limited
4.4 The Purchaser and the Vendors shall procure that the Company and the
Purchaser enter into the Executive Agreements with Mr Jeffcock and
Commercial Technology Limited
4.5 A Board meeting of the Company shall be held at which:
4.5.1 Mr Jeffcock and Mr McNeill shall be appointed additional directors of
the Company;
<PAGE>
4.5.2 the transfers referred to in clauses 4.2.1 and the Deed of Assignment
shall be approved (subject to stamping); and
4.5.3 the entering into the Service Agreements and the Executive Agreements
shall be approved
4.6 The Vendors shall procure that as soon as reasonably practicable after
Completion the Company insert prepares and delivers to the Purchaser
audited financial statements of the Company that are reasonably
satisfactory to the Purchaser and its independent public accountants. For
this purpose such audited financial statements shall not be satisfactory
unless they are in compliance with the accounting rules and regulations of
the United States Securities and Exchange Commission ("the SEC") and
Generally Accepted Accounting Principles applicable to the United States
including without limitation the financial statements required by the form
8-K required to be filed by the Purchaser with respect to the closing of
the transactions contemplated by this Agreement
4.7 Upon completion of the matters referred to in clauses 4.2 to 4.5 the
Purchaser shall deliver to the Vendors' Solicitors within twenty (20) days
following the date of Completion definitive share certificates in respect
of the Consideration Shares reflecting the restrictions on transfer
referred to in Clause 3.5 of this Agreement
4.8 The Purchaser shall procure that:-
4.8.1 the Company repays to Mr Jackson 10,000 (British Pounds) of the
indebtedness of the Company to him;
4.8.2 the Company and/or the Purchaser enters into the Loan Agreements with
Mr Blanchfield Mr Jackson and Mr Wray and makes such payments as are
required to Mr Blanchfield and Mr Wray as envisaged therein on
Completion
5 WARRANTIES BY THE WARRANTORS
----------------------------
5.1 The Warrantors jointly and severally warrant to the Purchaser that the
Warranties in Schedule 3 are true and accurate in all respects
<PAGE>
5.2 Each of the Warrantors undertakes, in relation to any Warranty which refers
to the knowledge, information or belief of the Warrantors, that he has made
all reasonable enquiry into the subject matter of that Warranty
5.3 Each of the Warranties is without prejudice to any other Warranty and,
except where expressly stated otherwise, no clause of this Agreement shall
govern or limit the extent or application of any other clause
5.4 The rights and remedies of the Purchaser in respect of any breach of the
Warranties shall not be affected by Completion, by any investigation made
by it or on its behalf into the affairs of the Company, or failing to
exercise or delaying the exercise of any right or remedy, or by any other
event or matter, except a specific and duly authorised written waiver or
release, and no single or partial exercise of any right or remedy shall
preclude any further or other exercise
5.5 The Purchaser acknowledges that the Warranties are given subject to the
limitations in Schedule 6 and subject to the disclosures made in the
Disclosure Schedule
6 RESTRICTIVE AGREEMENT
---------------------
6.1 For the purpose of assuring to the Purchaser the full benefit of the
businesses and goodwill of the Company, each of the Warrantors undertakes
by way of further consideration for the obligations of the Purchaser under
this Agreement as separate and independent agreements that he will not:
6.1.1 at any time after Completion disclose to any person, or himself use
for any purpose any information concerning the business, accounts or
finances of the Company or any of its clients' or customers'
transactions or affairs of which he has knowledge (save as may be
required by law or regulation);
6.1.2 for 36 months after Completion either on his own account or for any
other person directly or indirectly solicit, interfere with or
endeavour to entice away from the Company any person who to his
knowledge is, or has during the past 12 months been, a licensor, a
client, customer or employee of, or in the habit of dealing with the
Company;
<PAGE>
6.1.3 for 36 months after Completion, either alone or jointly with or as
manager, agent for or employee of any person, directly or indirectly
carry on or be engaged concerned or interested in the business of
computer software development marketing and sale of software products
that perform substantially a similar function to the Software
7 GENERAL
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7.1 No announcement shall be made in respect of the subject matter of this
Agreement or in relation to the technical specification of the Software
unless specifically agreed between the parties or it is an announcement
required by law or NASDAQ issued after prior consultation with the Vendors
or in relation to the technical specification of the Software a decision is
taken by the Board of the Company
7.2 This Agreement shall be binding upon each party's successors and assigns
and personal representatives (as the case may be) but, none of the rights
of the parties under this Agreement or the Warranties may be assigned or
transferred
7.3 All expenses incurred by or on behalf of the parties, including all fees of
agents, representatives, solicitors, accountants and actuaries employed by
any of them in connection with the negotiation, preparation or execution of
this Agreement, shall be borne solely by the party who incurred the
liability
7.4 Any notice required to be given by any of the parties under this Agreement
may be sent by post by courier or by facsimile transmission to the address
of the addressee as set out in this Agreement or to such other address as
the addressee may have notified for the purpose of this clause.
Communications sent by post shall be deemed to have been received
forty-eight hours after posting. In proving service by post it shall be
necessary to prove only that the communication was contained in an envelope
which was duly addressed and posted in accordance with this clause.
Communications sent by courier or by facsimile transmission shall be deemed
to have been given when received
7.5 This Agreement shall be governed by and construed in accordance with
English Law and the parties hereby submit to the non exclusive jurisdiction
of the English Courts
7.6 Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall in such jurisdiction be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provisions
in any other jurisdiction
<PAGE>
7.7 This Agreement (including the Instruments between the parties referred to
herein and any waivers delivered pursuant hereto) constitutes the entire
agreement between the parties and supersedes all other prior agreements and
understandings both written and oral among the parties or any of them with
respect to the subject matter hereof
7.8 No supplement modification or amendment of this Agreement or waiver of any
provision of this Agreement will be binding unless executed in writing or
on behalf of all the parties to this Agreement. No waiver of any of the
provisions of this Agreement will be deemed or will constitute a waiver of
any other provision of this Agreement (regardless of whether similar) nor
will any such waiver constitute a continuing waiver unless otherwise
expressly provided
7.9 This Agreement may be executed in any number of counterparts each of which
shall be deemed to be an original but all of which together shall
constitute but one agreement
7.10 In consideration of the Purchaser today entering into this Agreement the
Warrantors hereby:-
7.10.1 confirm to the Purchaser that the Company has not entered into nor
is there subsisting at the date of this Agreement any liability of the
Company under a guarantee indemnity or suretyship entered into on
their behalf or any party or entity connected with any of them;
7.10.2 on their own behalf and as the participators of Synergetics
irrevocably and unconditionally release the Company from all and any
claims rights of action debts or other liabilities which exist or may
exist save for the liability of the Company under sub-clause 4.8.1 and
the debt due to Synergetics referred to in the Principal Accounts
IN WITNESS whereof the hands of the parties or their duly authorised
representatives the day and year first before written
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
Vendors' holdings
- -------------------------------------------------------------------------------------------------------
Name and address No. of Ordinary Shares of 10 pence No of Consideration Shares
(1) each (2) (3)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
DAVID JOHN BLANCHFIELD 5000 1,307,733
13 Clayton Lane
Clayton
Bradford
West Yorkshire
- -------------------------------------------------------------------------------------------------------
JAMES LEONARD JACKSON 5000 1,307,733
2 Parklands
Studley Roger
Ripon
North Yorkshire
HG4 3AY
- -------------------------------------------------------------------------------------------------------
DAVID ROBERT WRAY 5000 1,307,733
54 New Park Road
Queensbury
Bradford
West Yorkshire
- -------------------------------------------------------------------------------------------------------
BARRY JONES 263 68,786
10 St James Drive
Harrogate
HG2 8HT
- -------------------------------------------------------------------------------------------------------
IAN MCNEILL 2632 688,390
The Old Granary
Hazelwood
Nr Tadcaster
North Yorkshire
LS24 9NJ
- -------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE 2
The company
Company number: 3302620
Date of incorporation: 15th January 1997
Share capital: authorised: 100,000
issued: 17895 (British Pounds)
Registered office: 2 Parklands
Studley Roger
Ripon
North Yorkshire
HG4 3AY
Directors: David Blanchfield
James Leonard Jackson
David Robert Wray
Secretary: Janet Rose Burton
<PAGE>
SCHEDULE 3
Warranties
1 CORPORATE MATTERS
-----------------
1.1 The information relating to the Company contained in Schedule 2 is true and
accurate
1.2 The Shares constitute the whole of the issued and allotted share capital of
the Company
1.3 The Company does not have any Subsidiaries
1.4 There are no agreements or arrangements in force, other than this
Agreement, which grant to any person the right to call for the issue,
allotment or transfer of any share or loan capital of the Company
1.5 The register of members and other statutory books of the Company have been
properly kept and contain an accurate and complete record of the matters
with which they should deal; and no notice or allegation, that any of them
is incorrect or should be rectified, has been received
1.6 All returns, particulars, resolutions and documents required to be filed
with the Registrar of Companies in respect the Group Company have been duly
filed and were correct
2 ACCOUNTING MATTERS
------------------
2.1 The Principal Accounts:
2.1.1 accurately reflect the net assets and financial position of the
Company at the Last Accounts Date; and
2.1.2 comply with the requirements of the Companies Acts and other relevant
statutes and can be converted into financial statements (without
material variance) in accordance with GAAP and SEC accounting rules;
and
<PAGE>
2.1.3 properly, to a materiality threshold of 2,000 (British Pounds)
reflect the liabilities of the Company as at Completion
2.2 All the financial accounts, books, ledgers and other records of the Company
are in its possession and comply with Section 221 of the Companies Act
3 FINANCIAL MATTERS
-----------------
The Company did not have any capital commitments outstanding at the Last
Accounts Date and the Company has not, since then, incurred or agreed to
incur any capital expenditure or commitments or disposed of any capital
assets.
4 TAXATION MATTERS
----------------
4.1 The Company does not have any Liability to Taxation
4.2 The execution or completion of this Agreement will not result in any profit
or gain deemed to accrue to the Company for Taxation purposes
5 TRADING MATTERS
---------------
5.1 The Company is not, nor has it agreed to become, a member of any joint
venture, consortium, partnership, corporation or other unincorporated
association
5.2 The Company is not engaged in any litigation or arbitration proceedings, as
plaintiff or defendant; there are no proceedings threatened, either by or
against the Company; and so far as the Warrantors are aware there are no
circumstances which are likely to give rise to any litigation or
arbitration
5.3 There is no dispute with any revenue or other official department in the
United Kingdom or elsewhere, in relation to the affairs of the Company, and
so far as the Warrantors are aware there are no facts which may give rise
to any dispute
5.4 There are no claims pending or threatened, or capable of arising, against
the Company, by an employee, in respect of any accident or injury, which
are not fully covered by insurance
5.5 No power of attorney given by the Company is in force.
<PAGE>
5.6 All of the Software programs used in the operation of equipment by or for
the benefit of the Company are "Year 2000 Compliant". For purposes of this
clause "Year 2000 Compliant" means that the equipment will continue to
function and its functionality and accuracy (both logical and mathematical)
will not be affected as a result of the run date or the dates being
processed in the twentieth or twenty-first century, including the advent of
the Year 2000 or from the extra day occurring in any leap year
5.7 Neither the Company or any of the Vendors has employed any broker finder or
investment adviser on its behalf or incurred any liability for any
brokerage or finder's fees or commissions in connection with the
transaction contemplated hereunder
6 PROPERTY MATTERS
----------------
The Company does not own or have any occupational rights of any kind in any
freehold or leasehold property
7 EMPLOYMENT MATTERS
------------------
7.1 The Company does not have and has never had any employees
7.2 The Company is not bound or accustomed to pay any moneys other than in
respect of remuneration, or emoluments of employment, or pension benefits,
to, or for the benefit of, any officer or employee of the Company
7.3 The Company does not operate or contribute to a pension scheme
8 ASSET MATTERS
-------------
8.1 All third party software used or required by the Company in connection with
its business is the subject of a relevant licence from the owner of such
software. The Company has obtained all consents required by such licensor
required by the transaction contemplated by this Agreement
8.2 The Company is not in breach nor has there occurred any default by the
Company under any licence contract or other agreement relating to
Intellectual Property Rights
8.3 The Company is the sole beneficial owner of the Software and the Trade
Marks
8.4 All Intellectual Property Rights in relation to the Software have been
effectively vested in the Company pursuant to the Assignment
<PAGE>
8.5 No right or licence has been granted to any person by the Company:-
8.5.1 to use in any manner or to do anything which would or might otherwise
infringe any of the Intellectual Property Rights in the Software;
8.5.2 in respect of the use or sale of the Software
8.6 The Company has not disclosed or permitted to be disclosed or undertaken or
arranged to disclose to any person other than the Purchaser any of its
know-how, trade secrets, source code, confidential information, price lists
or lists of customers or suppliers
8.7 The Company does not have any nor has it registered any domain name other
than those set out in Schedule 4, save for the word "Authoriszor" in the
context of the Trade Marks does not have or use or trade under any logos
<PAGE>
SCHEDULE 4
Part 1
The Software
------------
Authoriszor Enterprise
Authoriszor Subscriber
Authoriszor O.E.M
<TABLE>
<CAPTION>
Part 2
Trade Marks
-----------
Name Date of Resignation Class Number
<S> <C> <C> <C>
Authoriszor 4th December 1998 9 and 16 2162596B
(Series No. 2)
Authoriszor 4th December 1998 9 and 16 2162596A
(Series No. 4)
</TABLE>
Part 3
Domain Names
------------
http://www.itistechnologies.ltd.uk
http://www.bondgate.com
http://www.bondgateinternet.com
http://www.bondgate.net
http://www.bondgateinternet.net
<PAGE>
SCHEDULE 5
Deed of Indemnity
Date: 1999
Parties:
1 DAVID BLANCHFIELD (1) JAMES LEONARD JACKSON (2) and DAVID ROBERT WRAY (3)
(whose addresses are as set out in Schedule 1) ("the Covenantors")
2 TOUCAN GOLD CORPORATION INC a corporation incorporated under the laws of
the State of Delaware and whose Principal Executive offices are situate at
8201 Preston Road Suite 6000 Dallas Texas 75225 USA ("the Purchaser")
Recital:
This deed is entered into pursuant to an agreement made between the Covenantors
(1) and the Purchaser (2) relating to the sale of all the share capital of ITIS
Technologies Limited ("the Company") ("the Agreement")
Operative provisions
1 DEFINITIONS
In this deed the meanings of "The Principal Accounts", "The Last Accounts
Date" and "Taxation" shall be the same as in the Agreement
2 INDEMNITY
2.1 Subject as provided below, the Covenantors jointly and severally covenant
with the Purchaser to indemnify the Purchaser against:-
2.1.1 any liability for Taxation which arises wholly or partly in respect
of, or in consequence of, any acts, omissions or transactions
occurring or entered into on, or before, the date of this deed or
which results from, or is calculated by reference to, any income,
profits or gains earned, received or accrued, or deemed to have been
earned, received or accrued, on or before that date;
<PAGE>
2.1.2 any resultant costs (including attorneys' and accountancy fees); and
2.1.3 any Taxation payable by the Company on or in respect of any payment
made under this deed
3 EXCLUSIONS
----------
3.1 The indemnity in clause 2.1 shall not apply to any liability:
3.1.1 to the extent that either an appropriate provision or reserve in
respect of the liability was made in the Last Accounts or the
liability was specifically referred to and quantified in the notes to
those Accounts;
3.1.2 for which the Company is, or may become, liable wholly, or primarily,
as a result of transactions in the normal course of its business after
the Last Accounts Date;
3.1.3 to the extent that the liability arises as a result only of the
appropriate provision or reserve in the Last Accounts being
insufficient by reason of any increase in rates of Taxation made after
the date of the Agreement;
3.1.4 to the extent limited or excluded by the provisions of Schedule 6;
3.1.5 arising as a result of any holdover election made by the Vendors and
the Company in relation to the sale and purchase referred to in the
Agreement
4 CONDUCT OF CLAIMS
-----------------
4.1 The Purchaser shall notify the Covenantors in writing of any information
which comes to its notice, whereby it appears that the Covenantors are, or
may become, liable under this deed
4.2 Subject to clause 4.3, the Purchaser shall, at the expense of the
Covenantors, take or procure the Company takes such action, to contest any
claim which could give rise to a liability under this deed, as the
Covenantors, or a majority of them, may reasonably require
4.3 The Covenantors shall, at the request of the Purchaser, provide, to the
reasonable satisfaction of the Purchaser and the Company indemnities in
respect of all the costs and expenses of any action taken pursuant to
clause 4.2
<PAGE>
5 GENERAL
-------
5.1 This deed shall be binding on the Covenantors and their respective personal
representatives
5.2 The provisions of the Agreement relating to communications shall apply to
any communication to be given under, or in connection with, this deed
5.3 This Deed shall be governed by and construed in accordance with English Law
and the parties hereby submit to the non-exclusive jurisdiction of the
English Courts
<PAGE>
SCHEDULE 6
Limitations
1.1 The Purchaser hereby acknowledges that except as provided in this Agreement
and in 1.9 hereof and without prejudice to any liability for fraudulent
representations or misrepresentations:
1.1.1 no reliance has been placed nor will at any time after execution of
this Agreement be placed by the Purchaser on any representation or
warranty or undertaking (whether express or implied and whether
written or oral) relating to the Company other than the Warranties;
and
1.1.2 the rights of recision, if any, of the Purchaser in relation to any
breach by any Vendor of this Agreement are hereby expressly excluded
as a remedy available to the Purchaser
1.2 The Purchaser shall not be entitled to make any claim under or pursuant to
the Warranties in relation to:
1.2.1 any matter disclosed to the Purchaser in this Agreement or the
Disclosure Schedule; or
1.2.2 any claim which would not have arisen but for a voluntary act or
omission performed or allowed to occur by the Purchaser or the Company
after Completion provided that this paragraph 1.2.2 shall not apply to
any act or transaction:
1.2.2.1 which is required to be carried out pursuant to law or
regulation; or
1.2.2.2 which is carried out in the ordinary course of business
<PAGE>
1.3 The rights of the Purchaser in respect of any breach or non fulfilment or
any of the Warranties or the Deed of Indemnity shall only be enforceable if
written notice giving the amount and all material and specific details of a
claim shall have been given to the Warrantors on or before the expiration
of the period of eighteen months after the date of Completion and the
Warrantors shall cease to be liable in respect of such claim (which shall
be deemed to have been withdrawn) if legal proceedings are not issued and
service in respect of it within 3 months after written notice of it is
first served on the Warrantors pursuant to this paragraph
1.4 No payment shall be made in respect of any matter giving rise to a claim
under the Warranties or the Deed of Indemnity unless and until the amount
in respect of that claim (when aggregated with any other related or similar
claims) exceeds 5,000 (British Pounds)
1.5 If any payment is made by the Warrantors in or towards the settlement of
any claim under the Warranties or the Deed of Indemnity and the Purchaser
or the Company subsequently recovers or procures the recovery from a third
party of an amount which is referable to that claim the Purchaser shall
forthwith repay or procure repayment to the Warrantors of an amount equal
to whichever is the lesser of:
1.5.1 the amount recovered from the third party; and
1.5.2 the amount paid in or towards settlement of the claim
in each case after the deduction of any taxation incurred by either the
Company or the Purchaser in respect thereof, and after deduction of all
reasonable expenses of recovery
1.6 The Purchaser shall take all steps which may be reasonable to mitigate any
loss or damage in relation to any claim under the Warranties
1.7 The liability of the Warrantors under the Warranties and Deed of Indemnity
shall not:
1.7.1 exceed US$500,000 in aggregate; and
1.7.2 in respect of each Warrantor exceed 1/3 of the value of any claim, up
to an individual cap of US$166,666.66 per Warrantor
1.8 No claim shall be made under any Warranty if and to the extent that the
event giving rise to such claim has been the subject of a successful claim
under any other Warranty or the Deed of Indemnity, and the Warrantors shall
not be liable under the Deed of Indemnity if and to the extent that the
event giving rise to such claim has been the subject of a successful claim
under any of the Warranties
<PAGE>
1.9 The limitations set forth in this Schedule 6 shall not apply to:-
1.9.1 title guarantees of Clause 2.1 of the Agreement;
1.9.2 Clause 3.5 of the Agreement; and
1.9.3 Warranties 1.2 and 1.4
<PAGE>
SCHEDULE 7
Disclosure Schedule
The disclosures in this Disclosure Schedule shall be taken as being disclosed
against each and every Warranty, notwithstanding that a particular reference may
be made against a particular Warranty
1. There are generally disclosed to the Purchaser;
1.1 all matters apparent from the face of the Principal Accounts, a copy
of which are contained in the Disclosure Bundle;
1.2 all matters apparent from the records of the Company at Companies
House as at 21st July 1999;
1.3 all matters apparent from the face of the agreements with Hewlett
Packard and Microsoft, copies of which are contained in the Disclosure
Bundle; and
1.4 all matters apparent from the face of the documents contained in the
Disclosure Bundle
2. The Warrantors and the Company have been in negotiations with a third party
in Singapore with regards to such person being appointed an exclusive
distributor of the software product in Singapore. Some draft documentation
relating to such appointment has been sent to the third party, but no
agreement has been signed. Please refer to the documents in the Disclosure
Bundle
3. Contracts to appoint Turquoise Consulting Limited and Ashlawn Data Systems
Limited as selling agents of the Company have been signed, but to date, no
sales of the software product have been made though these agents, and their
appointment is terminable on 12 months notice. Discussions have also taken
place with Single Rapid Limited, to appoint them as selling agents, but no
contracts have yet been signed
<PAGE>
4. The Company has been involved in a pilot scheme with the National Health
Service, in connection with the Service's establishment of electronic links
with GPs. No contract has been signed with the NHS, nor has any money been
paid either way
5. North East Lincs have paid 19,500 (British Pounds) (plus VAT) to the
Company (reflected in the Principal Accounts) for the installation of the
Software product. The product however has not yet been installed, and it is
not intended that such installation is completed prior to the filing of a
patent application in relation to the Software, by the Company
6. The Vendors and Company have, in the ordinary course of promoting their
product, to trade channels (not end users) with a view to setting up a
distribution network made the Software accessible to third parties for
demonstration purposes only and made available Sales literature (all non
technical in nature). Full technical disclosure of the Software has been
made to the Company's patent agents
7. Further liability not exceeding 1,000 (British Pounds) may have been
incurred by the Company in respect of business expenses which may take the
liabilities of the Company over and above the 2,000 (British Pounds)
threshold referred to in Warranty 2.1.3
<PAGE>
SIGNED by the said )
JAMES LEONARD JACKSON /s/ James L Jackson ) JAMES L JACKSON
in the presence of: )
K R PARMAR
SOLICITOR
SIGNED by the said )
DAVID JOHN BLANCHFIELD /s/ David J Blanchfield ) D J BLANCHFIELD
in the presence of: )
K R PARMAR
SOLICITOR
SIGNED by the said )
DAVID ROBERT WRAY /s/ David R Wray ) D R WRAY
in the presence of: )
K R PARMAR
SOLICITOR
SIGNED by the said )
BARRY JONES /s/ Barry Jones ) B JONES
in the presence of: )
K R PARMAR
SOLICITOR
SIGNED by the said )
IAN MCNEILL /s/ Ian McNeill ) IAN MCNEILL
in the presence of: )
K R PARMAR
SOLICITOR
<PAGE>
SIGNED by ROBERT JEFFCOCK ) ROBERT JEFFCOCK
Duly authorised for and on behalf of )
TOUCAN GOLD CORPORATION INC /s/ Robert Jeffcock)
in the presence of: )
DAVID P MOSS
SOLICITOR
Exhibit 10.2
CONFORMED COPY
DATED 22nd July 1999
DEED OF INDEMNITY
(1) J L JACKSON AND OTHERS
(2) TOUCAN GOLD CORPORATION INC
Kingsley Napley
Knights Quarter
14 St John's Lane
London EC1M 4AJ
Tel: 0171 814 1200
Ref: 0057CLN.DPM
<PAGE>
Date: 22 July 1999
Parties:
1 DAVID BLANCHFIELD of 13 Clayton Lane Clayton Bradford West Yorkshire
(1) JAMES LEONARD JACKSON of 2 Parklands Studley Roger Ripon North
Yorkshire HG4 3AY (2) and DAVID ROBERT WRAY of 54 New Park Road
Queensbury Bradford West Yorkshire (3) ("the Covenantors")
2 TOUCAN GOLD CORPORATION INC a corporation incorporated under the laws
of the State of Delaware and whose Principal Executive offices are
situate at 8201 Preston Road Suite 6000 Dallas Texas 75225 USA ("the
Purchaser")
Recital:
This deed is entered into pursuant to an agreement of even date made between the
Covenantors (1) and the Purchaser (2) relating to the sale of all the share
capital of ITIS Technologies Limited ("the Company") ("the Agreement")
Operative provisions
1 DEFINITIONS
-----------
In this deed the meanings of "The Principal Accounts", "The Last
Accounts Date" and "Taxation" shall be the same as in the Agreement
2 INDEMNITY
---------
2.1 Subject as provided below, the Covenantors jointly and severally
covenant with the Purchaser to indemnify the Purchaser against:-
0.0.1 any liability for Taxation which arises wholly or partly in
respect of, or in consequence of, any acts, omissions or
transactions occurring or entered into on, or before, the date
of this deed or which results from, or is calculated by
reference to, any income, profits or gains earned, received or
accrued, or deemed to have been earned, received or accrued,
on or before that date;
0.0.2 any resultant costs (including attorneys' and accountancy
fees); and
<PAGE>
0.0.3 any Taxation payable by the Company on or in respect of any
payment made under this deed
3 EXCLUSIONS
----------
3.1 The indemnity in clause 2.1 shall not apply to any liability:
0.0.1 to the extent that either an appropriate provision or reserve
in respect of the liability was made in the Last Accounts or
the liability was specifically referred to and quantified in
the notes to those Accounts;
0.0.2 for which the Company is, or may become, liable wholly, or
primarily, as a result of transactions in the normal course of
its business after the Last Accounts Date;
0.0.3 to the extent that the liability arises as a result only of
the appropriate provision or reserve in the Last Accounts
being insufficient by reason of any increase in rates of
Taxation made after the date of the Agreement;
0.0.4 to the extent limited or excluded by the provisions of
Schedule 6;
0.0.5 arising as a result of any holdover election made by the
Vendors and the Company in relation to the sale and purchase
referred to in the Agreement
4 CONDUCT OF CLAIMS
-----------------
4.1 The Purchaser shall notify the Covenantors in writing of any
information which comes to its notice, whereby it appears that the
Covenantors are, or may become, liable under this deed
4.2 Subject to clause 4.3, the Purchaser shall, at the expense of the
Covenantors, take or procure the Company takes such action, to contest
any claim which could give rise to a liability under this deed, as the
Covenantors, or a majority of them, may reasonably require
4.3 The Covenantors shall, at the request of the Purchaser, provide, to the
reasonable satisfaction of the Purchaser and the Company indemnities in
respect of all the costs and expenses of any action taken pursuant to
clause 4.2
<PAGE>
5 GENERAL
-------
5.1 This deed shall be binding on the Covenantors and their respective
personal representatives
5.2 The provisions of the Agreement relating to communications shall apply
to any communication to be given under, or in connection with, this
deed
5.3 This Deed shall be governed by and construed in accordance with English
Law and the parties hereby submit to the non-exclusive jurisdiction of
the English Courts
IN WITNESS WHEREOF this Deed has been executed by the parties hereto the day and
year first before written
<PAGE>
EXECUTED as a DEED and DELIVERED )
by the said JAMES LEONARD JACKSON ) JAMES L JACKSON
in the presence of: ) /s/ James L Jackson
K R PARMAR
SOLICITOR
EXECUTED as a DEED and DELIVERED )
by the said DAVID JOHN BLANCHFIELD ) D J BLANCHFIELD
in the presence of: ) /s/ D J Blanchfield
K R PARMAR
SOLICITOR
EXECUTED as a DEED and DELIVERED )
by the said DAVID ROBERT WRAY ) DAVID R WRAY
in the presence of: ) /s/ David R Wray
EXECUTED as a DEED by )
TOUCAN GOLD CORPORATION INC ) ROBERT JEFFCOCK
acting by: ) /s/ Robert Jeffcock
DAVID P MOSS
SOLICITOR
Exhibit 10.3
TOUCAN GOLD CORPORATION INC
8201 PRESTON ROAD
SUITE 6000
DALLAS
TEXAS 75225 USA
Draft Letter of Appointment
Mr David J Blanchfield
13 Clayton Lane
Clayton
Bradford
West Yorkshire
22 July 1999
Dear David
This letter sets out the terms of your employment with ITIS Technologies
Limited, ("the Company") a wholly owned subsidiary of Toucan Gold Corporation
Inc ("Toucan").
COMMENCEMENT AND TERM
Your employment will commence on 22 July 1999 and will be for an initial period
of three years ("the Initial Period"). Thereafter either party may terminate
your employment by notice in writing of not less than twelve months to expire on
or after the expiration of the Initial Period.
The Company reserves the right in our absolute discretion to pay salary in lieu
of notice and to deduct from final salary all (or any) outstanding monies due to
the Company or the equivalent monetary value of damage to or loss of company
property, for which you are held responsible. The payment shall be solely your
salary (at the rate payable when the option is exercised) without taking into
account any bonus, pension contribution or benefits in kind. You will not, under
any circumstances, have any right to payment in lieu unless we have exercised
our option to pay in lieu by notice to you.
Once notice of termination has been given by either side, the Company may at any
time and for any period(s) require you to cease performing your job and/or
exclude you from entering any of our premises. During any such period of garden
leave, we will continue to pay your salary and provide all benefits provided for
in this contract.
POSITION
Your job title will be Research Development Director and you will be responsible
for all research development.
<PAGE>
SALARY
The position carries an initial salary of 35,000 (British Pounds) per annum,
payable monthly in arrears. As you are aware, the company intends to carry out a
major fund raising exercise within six months of commencement of trading. When
this exercise has been successfully completed your salary will be increased to a
basic of 75,000 (British Pounds) per annum payable monthly in arrears, plus a
bonus package which will enable you to earn a further 25,000 (British Pounds) in
the first year. The terms of the bonus payment will be determined prior to the
completion of the fund raising, but will be related to the achievement of
specific goals during the first year after the fund raising.
Thereafter your salary and bonus will be reviewed annually by the remuneration
committee composed of the non-executive directors of the main board of Toucan.
BENEFITS
The position will carry a number of additional benefits as follows:-
, Sickness Benefit whereby the Company will pay your full salary for a period
of up to three months in the event that you are unable to attend work owing
to illness.
, Permanent Health Insurance which will pay up to 75% of your annual salary
in the event that you are off work for a period over 13 weeks.
, Health Care insurance for yourself and your spouse/partner.
, Life Insurance for yourself, payable in the event of your death while
employed by the Company.
, Pension contributions equivalent to 7.5% of your annual salary, paid into a
private pension scheme of your choice. You may, of course, elect for some
additional contributions to be paid out of your salary into the same
scheme.
COMPANY VEHICLE
It is not proposed that the Company will provide a vehicle for your use.
However, the Company will reimburse you for any miles driven on its behalf at
the rates set out in the Inland Revenue's Fixed Profit Car Scheme, which payment
can be made tax free to yourself.
HOLIDAYS
You will be entitled to take 20 days paid holiday in each calendar year, plus
statutory holidays. All requests for holidays should be lodged with the
Company's chief executive at least 30 days before the intended commencement
date, and unused holidays may not normally be carried forward from one year to
the next.
SHARE OPTION SCHEME
It is proposed that the Company will introduce a share option scheme which will
subject to agreed performance criteria, enable you to "earn" the right to
purchase additional shares in Toucan at a preferential price. Full details of
the proposed scheme will be made available before the major fund raising
exercise is completed.
<PAGE>
PLACE OF WORK
Your normal place of work will be at the Company's offices located in Yorkshire,
UK, but in the course of your duties you will be required to travel both within
the UK and abroad. The reasonable costs of all travel on behalf of the Company
will be reimbursed upon presentation of receipts or other proof of expenditure.
CONFIDENTIALITY
You acknowledge that during the course of your employment you will have access
to confidential information belonging to the Company. You will not at any time
(except in the course of your duties or as may be required by law) during or
after your employment disclose to a third party or make use of any confidential
information belonging to the Company. Without prejudice to the generality of the
foregoing you acknowledge that the expression Confidential Information shall
include the following, namely; information relating to business methods,
corporate plans, finances, business opportunities and development projects of
the Company or any associated Company, research activities, inventions, creative
briefs, ideas, computer programs, designs and formulae undertaken, commissioned
or produced on behalf of the Company, all information relating to the marketing
or sales of any past present or future product or service of the Company and any
information in respect of which the Company owes an obligation of
confidentiality to a third party.
INTELLECTUAL PROPERTY
You will promptly disclose to the Company and keep confidential all inventions,
copyright works, designs or technical know how conceived or made by yourself
either alone or with others during the course of your employment. You will hold
all such intellectual property in trust for the Company and will do everything
necessary or desirable (at the expense of the Company) including without
limitation executing any appropriate documentation to vest the intellectual
property fully in the Company and/or to secure patent or other appropriate forms
of protection for the intellectual property.
To the extent that such intellectual property rights do not vest in the Company
by operation of law or under this Agreement, you hereby assign to the Company
with full title guarantee by way of assignment of present and future copyright
all the rights, title and interest you have or may have in and to all material
written or devised by you pertaining to the operation or business of the Company
resulting from or suggested by any work which you shall do pursuant to your
employment or has already been done prior to the date of this Agreement and all
rights of action for infringement of such copyright and any renewals and
extensions of them and after that in perpetuity. You hereby appoint the Company
as your attorney for the purpose of executing in your name and on your behalf
all such deeds and documents as may be required to give effect to the provisions
of this paragraph. Decisions as to the protection or exploitation of any
intellectual property shall be in the absolute discretion of the Company. You
agree to waive any moral rights (as defined in the Copyright Designs and Patents
Act 1988) that you may have in relation to such ideas, inventions or works.
RESTRICTIONS ON COMPETITION
As a senior employee, you shall devote your efforts exclusively to the Company.
You may not engage in any occupational sideline, nor may you work for, or
participate in, any similar business whatsoever without the prior written
consent of the Company.
<PAGE>
You hereby covenant with the Company that you will not directly or indirectly
(1) For the first twelve months after the end of your employment with the
Company either on your own account or on behalf of any other person and
in competition with the Company anywhere in the world directly or
indirectly engage in or be concerned with any trade or business of
computer software development marketing or sale of software products
that perform substantially a similar function to the software products
of the Company.
(2) For the first six months after the end of your employment solicit or
accept orders for products or services competitive with those of the
Company from any of the Company's customers with whom you have dealt
during the last six months of your employment with the Company.
(3) For the first six months after the end of your employment solicit or
entice away from the Company senior employee (who for these purposes
means an employee whose salary is more than 35,000 (British Pounds) per
annum) who was employed by the Company and with whom you have worked
closely during the last six months of your employment.
(4) For the first six months after the end of your employment employ or
offer to employ senior employee who was employed by the Company and
with whom you worked closely during the last six months of your
employment.
(5) Knowingly infringe or misappropriate any intellectual property of the
Company including, without limitation any trade secrets of any third
party.
Each of the above restrictions is separate and severable from the other. Whilst
the covenants in this clause are considered by the parties to be reasonable if
one is unenforceable for any reason, but would be enforceable if some of its
wording were deleted, it shall apply with such deletions as are necessary to
make it enforceable.
GROSS MISCONDUCT OFFENCES
Your employment with the Company may be terminated immediately by the Company
without prior notice or pay in lieu if you shall at any time:-
(1) commit any act of gross misconduct or gross incompetence (including but not
limited to breach of confidence or theft.
(2) after prior written warning, repeat or continue any material breach of the
provisions of this Agreement;
(3) commit any act of dishonesty or are guilty of any conduct which brings the
Company into disrepute;
(4) are convicted of any criminal offence (other than a minor road traffic
offence that cannot lead to a custodial sentence);
ACCEPTANCE
Please indicate your acceptance of the term set out in this letter by signing
the enclosed copy letter and returning it to me.
<PAGE>
Yours sincerely
/s/ R. Jeffcock
- ----------------------
R Jeffcock
Chairman of Toucan and as director for and on behalf of the Company
Dated this 22nd day of July 1999
ACCEPTED and EXECUTED as a DEED by )
DAVID JOHN BLANCHFIELD in the presence ) /s/ David J. Blanchfield
of: )
)
/s/ K.R. Parmar
Solicitor
Exhibit 10.4
TOUCAN GOLD CORPORATION INC
8201 PRESTON ROAD
SUITE 6000
DALLAS
TEXAS 75225 USA
Draft Letter of Appointment
Mr J L Jackson
The Wheelhouse
Studley Roger
Ripon
North Yorks
HG4 3AY
22 July 1999
Dear Jim
This letter sets out the terms of your employment with ITIS Technologies
Limited, ("the Company") a wholly owned subsidiary of Toucan Gold Corporation
Inc ("Toucan").
COMMENCEMENT AND TERM
Your employment will commence on 22 July 1999 and will be for an initial period
of three years ("the Initial Period"). Thereafter either party may terminate
your employment by notice in writing of not less than twelve months to expire on
or after the expiration of the Initial Period.
The Company reserves the right in our absolute discretion to pay salary in lieu
of notice and to deduct from final salary all (or any) outstanding monies due to
the Company or the equivalent monetary value of damage to or loss of company
property, for which you are held responsible. The payment shall be solely your
salary (at the rate payable when the option is exercised) without taking into
account any bonus, pension contribution or benefits in kind. You will not, under
any circumstances, have any right to payment in lieu unless we have exercised
our option to pay in lieu by notice to you.
Once notice of termination has been given by either side, the Company may at any
time and for any period(s) require you to cease performing your job and/or
exclude you from entering any of our premises. During any such period of garden
leave, we will continue to pay your salary and provide all benefits provided for
in this contract.
POSITION
Your job title will be Managing Director and you will be responsible for the
management of all UK operations. You will also be offered a position on the
board of directors of Toucan.
<PAGE>
SALARY
The position carries an initial salary of 35,000 (British Pounds) per annum,
payable monthly in arrears. As you are aware, the company intends to carry out a
major fund raising exercise within six months of commencement of trading. When
this exercise has been successfully completed your salary will be increased to a
basic of 75,000 (British Pounds) per annum payable monthly in arrears, plus a
bonus package which will enable you to earn a further 25,000 (British Pounds)in
the first year. The terms of the bonus payment will be determined prior to the
completion of the fund raising, but will be related to the achievement of
specific goals during the first year after the fund raising.
Thereafter your salary and bonus will be reviewed annually by the remuneration
committee composed of the non-executive directors of the main board of Toucan.
BENEFITS
The position will carry a number of additional benefits as follows:-
, Sickness Benefit whereby the Company will pay your full salary for a period
of up to three months in the event that you are unable to attend work owing
to illness.
, Permanent Health Insurance which will pay up to 75% of your annual salary
in the event that you are off work for a period over 13 weeks.
, Health Care insurance for yourself and your spouse/partner.
, Life Insurance for yourself, payable in the event of your death while
employed by the Company.
, Pension contributions equivalent to 7.5% of your annual salary, paid into a
private pension scheme of your choice. You may, of course, elect for some
additional contributions to be paid out of your salary into the same
scheme.
COMPANY VEHICLE
It is not proposed that the Company will provide a vehicle for your use.
However, the Company will reimburse you for any miles driven on its behalf at
the rates set out in the Inland Revenue's Fixed Profit Car Scheme, which payment
can be made tax free to yourself.
HOLIDAYS
You will be entitled to take 20 days paid holiday in each calendar year, plus
statutory holidays. All requests for holidays should be lodged with the
Company's chief executive at least 30 days before the intended commencement
date, and unused holidays may not normally be carried forward from one year to
the next.
SHARE OPTION SCHEME
It is proposed that the Company will introduce a share option scheme which will
subject to agreed performance criteria, enable you to "earn" the right to
purchase additional shares in Toucan at a preferential price. Full details of
the proposed scheme will be made available before the major fund raising
exercise is completed.
<PAGE>
PLACE OF WORK
Your normal place of work will be at the Company's offices located in Yorkshire,
UK, but in the course of your duties you will be required to travel both within
the UK and abroad. The reasonable costs of all travel on behalf of the Company
will be reimbursed upon presentation of receipts or other proof of expenditure.
CONFIDENTIALITY
You acknowledge that during the course of your employment you will have access
to confidential information belonging to the Company. You will not at any time
(except in the course of your duties or as may be required by law) during or
after your employment disclose to a third party or make use of any confidential
information belonging to the Company. Without prejudice to the generality of the
foregoing you acknowledge that the expression Confidential Information shall
include the following, namely; information relating to business methods,
corporate plans, finances, business opportunities and development projects of
the Company or any associated Company, research activities, inventions, creative
briefs, ideas, computer programs, designs and formulae undertaken, commissioned
or produced on behalf of the Company, all information relating to the marketing
or sales of any past present or future product or service of the Company and any
information in respect of which the Company owes an obligation of
confidentiality to a third party.
INTELLECTUAL PROPERTY
You will promptly disclose to the Company and keep confidential all inventions,
copyright works, designs or technical know how conceived or made by yourself
either alone or with others during the course of your employment. You will hold
all such intellectual property in trust for the Company and will do everything
necessary or desirable (at the expense of the Company) including without
limitation executing any appropriate documentation to vest the intellectual
property fully in the Company and/or to secure patent or other appropriate forms
of protection for the intellectual property.
To the extent that such intellectual property rights do not vest in the Company
by operation of law or under this Agreement, you hereby assign to the Company
with full title guarantee by way of assignment of present and future copyright
all the rights, title and interest you have or may have in and to all material
written or devised by you pertaining to the operation or business of the Company
resulting from or suggested by any work which you shall do pursuant to your
employment or has already been done prior to the date of this Agreement and all
rights of action for infringement of such copyright and any renewals and
extensions of them and after that in perpetuity. You hereby appoint the Company
as your attorney for the purpose of executing in your name and on your behalf
all such deeds and documents as may be required to give effect to the provisions
of this paragraph. Decisions as to the protection or exploitation of any
intellectual property shall be in the absolute discretion of the Company. You
agree to waive any moral rights (as defined in the Copyright Designs and Patents
Act 1988) that you may have in relation to such ideas, inventions or works.
RESTRICTIONS ON COMPETITION
As a senior employee, you shall devote your efforts exclusively to the Company.
You may not engage in any occupational sideline, nor may you work for, or
participate in, any similar business whatsoever without the prior written
consent of the Company.
<PAGE>
You hereby covenant with the Company that you will not directly or indirectly
(1) For the first twelve months after the end of your employment with the
Company either on your own account or on behalf of any other person and
in competition with the Company anywhere in the world directly or
indirectly engage in or be concerned with any trade or business of
computer software development marketing or sale of software products
that perform substantially a similar function to the software products
of the Company.
(2) For the first six months after the end of your employment solicit or
accept orders for products or services competitive with those of the
Company from any of the Company's customers with whom you have dealt
during the last six months of your employment with the Company.
(3) For the first six months after the end of your employment solicit or
entice away from the Company senior employee (who for these purposes
means an employee whose salary is more than 35,000 (British Pounds) per
annum) who was employed by the Company and with whom you have worked
closely during the last six months of your employment.
(4) For the first six months after the end of your employment employ or
offer to employ senior employee who was employed by the Company and
with whom you worked closely during the last six months of your
employment.
(5) Knowingly infringe or misappropriate any intellectual property of the
Company including, without limitation any trade secrets of any third
party.
Each of the above restrictions is separate and severable from the other. Whilst
the covenants in this clause are considered by the parties to be reasonable if
one is unenforceable for any reason, but would be enforceable if some of its
wording were deleted, it shall apply with such deletions as are necessary to
make it enforceable.
GROSS MISCONDUCT OFFENCES
Your employment with the Company may be terminated immediately by the Company
without prior notice or pay in lieu if you shall at any time:-
(1) commit any act of gross misconduct or gross incompetence (including but not
limited to breach of confidence or theft.
(2) after prior written warning, repeat or continue any material breach of the
provisions of this Agreement;
(3) commit any act of dishonesty or are guilty of any conduct which brings the
Company into disrepute;
(4) are convicted of any criminal offence (other than a minor road traffic
offence that cannot lead to a custodial sentence);
<PAGE>
ACCEPTANCE
Please indicate your acceptance of the term set out in this letter by signing
the enclosed copy letter and returning it to me.
Yours sincerely
/s/ R. Jeffcock
- --------------------------
R Jeffcock
Chairman of Toucan and as director for and on behalf of the Company
Dated this 22nd day of July 1999
ACCEPTED and EXECUTED as a DEED by )
JAMES LEONARD JACKSON in the presence )
of: ) /s/ James L. Jackson
)
/s/ K.R. Parmar
Exhibit 10.5
TOUCAN GOLD CORPORATION INC
8201 PRESTON ROAD
SUITE 6000
DALLAS
TEXAS 75225 USA
Draft Letter of Appointment
Mr David R Wray
54 New Park Road
Queensbury
Bradford
West Yorkshire
22 July 1999
Dear David
This letter sets out the terms of your employment with ITIS Technologies
Limited, ("the Company") a wholly owned subsidiary of Toucan Gold Corporation
Inc ("Toucan").
COMMENCEMENT AND TERM
Your employment will commence on 22 July 1999 and will be for an initial period
of three years ("the Initial Period"). Thereafter either party may terminate
your employment by notice in writing of not less than twelve months to expire on
or after the expiration of the Initial Period.
The Company reserves the right in our absolute discretion to pay salary in lieu
of notice and to deduct from final salary all (or any) outstanding monies due to
the Company or the equivalent monetary value of damage to or loss of company
property, for which you are held responsible. The payment shall be solely your
salary (at the rate payable when the option is exercised) without taking into
account any bonus, pension contribution or benefits in kind. You will not, under
any circumstances, have any right to payment in lieu unless we have exercised
our option to pay in lieu by notice to you.
Once notice of termination has been given by either side, the Company may at any
time and for any period(s) require you to cease performing your job and/or
exclude you from entering any of our premises. During any such period of garden
leave, we will continue to pay your salary and provide all benefits provided for
in this contract.
POSITION
Your job title will be Technical Director and you will be responsible for
technical aspects. You will also be offered a position on the board of directors
of Toucan.
<PAGE>
SALARY
The position carries an initial salary of 35,000 (British Pounds) per annum,
payable monthly in arrears. As you are aware, the company intends to carry out a
major fund raising exercise within six months of commencement of trading. When
this exercise has been successfully completed your salary will be increased to a
basic of 75,000 (British Pounds) per annum payable monthly in arrears, plus a
bonus package which will enable you to earn a further 25,000 (British Pounds) in
the first year. The terms of the bonus payment will be determined prior to the
completion of the fund raising, but will be related to the achievement of
specific goals during the first year after the fund raising.
Thereafter your salary and bonus will be reviewed annually by the remuneration
committee composed of the non-executive directors of the main board of Toucan.
BENEFITS
The position will carry a number of additional benefits as follows:-
, Sickness Benefit whereby the Company will pay your full salary for a period
of up to three months in the event that you are unable to attend work owing
to illness.
, Permanent Health Insurance which will pay up to 75% of your annual salary
in the event that you are off work for a period over 13 weeks.
, Health Care insurance for yourself and your spouse/partner.
, Life Insurance for yourself, payable in the event of your death while
employed by the Company.
, Pension contributions equivalent to 7.5% of your annual salary, paid into a
private pension scheme of your choice. You may, of course, elect for some
additional contributions to be paid out of your salary into the same
scheme.
COMPANY VEHICLE
It is not proposed that the Company will provide a vehicle for your use.
However, the Company will reimburse you for any miles driven on its behalf at
the rates set out in the Inland Revenue's Fixed Profit Car Scheme, which payment
can be made tax free to yourself.
HOLIDAYS
You will be entitled to take 20 days paid holiday in each calendar year, plus
statutory holidays. All requests for holidays should be lodged with the
Company's chief executive at least 30 days before the intended commencement
date, and unused holidays may not normally be carried forward from one year to
the next.
SHARE OPTION SCHEME
It is proposed that the Company will introduce a share option scheme which will
subject to agreed performance criteria, enable you to "earn" the right to
purchase additional shares in Toucan at a preferential price. Full details of
the proposed scheme will be made available before the major fund raising
exercise is completed.
<PAGE>
PLACE OF WORK
Your normal place of work will be at the Company's offices located in Yorkshire,
UK, but in the course of your duties you will be required to travel both within
the UK and abroad. The reasonable costs of all travel on behalf of the Company
will be reimbursed upon presentation of receipts or other proof of expenditure.
CONFIDENTIALITY
You acknowledge that during the course of your employment you will have access
to confidential information belonging to the Company. You will not at any time
(except in the course of your duties or as may be required by law) during or
after your employment disclose to a third party or make use of any confidential
information belonging to the Company. Without prejudice to the generality of the
foregoing you acknowledge that the expression Confidential Information shall
include the following, namely; information relating to business methods,
corporate plans, finances, business opportunities and development projects of
the Company or any associated Company, research activities, inventions, creative
briefs, ideas, computer programs, designs and formulae undertaken, commissioned
or produced on behalf of the Company, all information relating to the marketing
or sales of any past present or future product or service of the Company and any
information in respect of which the Company owes an obligation of
confidentiality to a third party.
INTELLECTUAL PROPERTY
You will promptly disclose to the Company and keep confidential all inventions,
copyright works, designs or technical know how conceived or made by yourself
either alone or with others during the course of your employment. You will hold
all such intellectual property in trust for the Company and will do everything
necessary or desirable (at the expense of the Company) including without
limitation executing any appropriate documentation to vest the intellectual
property fully in the Company and/or to secure patent or other appropriate forms
of protection for the intellectual property.
To the extent that such intellectual property rights do not vest in the Company
by operation of law or under this Agreement, you hereby assign to the Company
with full title guarantee by way of assignment of present and future copyright
all the rights, title and interest you have or may have in and to all material
written or devised by you pertaining to the operation or business of the Company
resulting from or suggested by any work which you shall do pursuant to your
employment or has already been done prior to the date of this Agreement and all
rights of action for infringement of such copyright and any renewals and
extensions of them and after that in perpetuity. You hereby appoint the Company
as your attorney for the purpose of executing in your name and on your behalf
all such deeds and documents as may be required to give effect to the provisions
of this paragraph. Decisions as to the protection or exploitation of any
intellectual property shall be in the absolute discretion of the Company. You
agree to waive any moral rights (as defined in the Copyright Designs and Patents
Act 1988) that you may have in relation to such ideas, inventions or works.
RESTRICTIONS ON COMPETITION
As a senior employee, you shall devote your efforts exclusively to the Company.
You may not engage in any occupational sideline, nor may you work for, or
participate in, any similar business whatsoever without the prior written
consent of the Company.
<PAGE>
You hereby covenant with the Company that you will not directly or indirectly
(1) For the first twelve months after the end of your employment with the
Company either on your own account or on behalf of any other person and
in competition with the Company anywhere in the world directly or
indirectly engage in or be concerned with any trade or business of
computer software development marketing or sale of software products
that perform substantially a similar function to the software products
of the Company.
(2) For the first six months after the end of your employment solicit or
accept orders for products or services competitive with those of the
Company from any of the Company's customers with whom you have dealt
during the last six months of your employment with the Company.
(3) For the first six months after the end of your employment solicit or
entice away from the Company senior employee (who for these purposes
means an employee whose salary is more than 35,000 (British Pounds) per
annum) who was employed by the Company and with whom you have worked
closely during the last six months of your employment.
(4) For the first six months after the end of your employment employ or
offer to employ senior employee who was employed by the Company and
with whom you worked closely during the last six months of your
employment.
(5) Knowingly infringe or misappropriate any intellectual property of the
Company including, without limitation any trade secrets of any third
party.
Each of the above restrictions is separate and severable from the other. Whilst
the covenants in this clause are considered by the parties to be reasonable if
one is unenforceable for any reason, but would be enforceable if some of its
wording were deleted, it shall apply with such deletions as are necessary to
make it enforceable.
GROSS MISCONDUCT OFFENCES
Your employment with the Company may be terminated immediately by the Company
without prior notice or pay in lieu if you shall at any time:-
(1) commit any act of gross misconduct or gross incompetence (including but not
limited to breach of confidence or theft.
(2) after prior written warning, repeat or continue any material breach of the
provisions of this Agreement;
(3) commit any act of dishonesty or are guilty of any conduct which brings the
Company into disrepute;
(4) are convicted of any criminal offence (other than a minor road traffic
offence that cannot lead to a custodial sentence);
ACCEPTANCE
Please indicate your acceptance of the term set out in this letter by signing
the enclosed copy letter and returning it to me.
<PAGE>
Yours sincerely
/s/ R. Jeffcock
- -----------------------
R Jeffcock
Chairman of Toucan and as director for and on behalf of the Company
Dated this 22nd day of July 1999
ACCEPTED and EXECUTED as a DEED by )
DAVID ROBERT WRAY in the presence of: ) /s/ David R. Wray
)
)
/s/ K. R. Parmar
Exhibit 10.6
- --------------------------------------------------------------------------------
TOUCAN GOLD CORPORATION INC
8201 PRESTON ROAD
SUITE 6000
DALLAS
TEXAS 75225 USA
Commercial Technology Ltd
The Old Granary
Hazelwood
North Yorkshire
LS24 9NJ
22 July 1999
Dear Sirs
This letter set out the terms of your Engagement by ITIS Technologies Limited
("Company"), a wholly owned subsidiary of Toucan Gold Corporation Inc
("Toucan").
COMMENCEMENT AND TERM
Your engagement as a consultant will commence on the 22 July 1999 and will be
for an initial period of six months. Thereafter either party may terminate your
engagement by notice in writing of not less than one month.
RESPONSIBILITIES
You will be responsible for providing the services of Ian McNeill to perform
such duties as may be required by the board of directors of the Company, in
particular to manage the financial affairs of the Company, until a full time
financial director is appointed and will provide Ian McNeill to be appointed as
a non-executive director of the Company.
REMUNERATION
Commercial Technology Ltd will be paid a retainer of 3,000 (British Pounds) per
month, and Ian McNeill will be required to work such times as may be reasonably
required in order to fulfil your obligations under the terms of this letter.
As you are aware, the Company intends to carry out a major fund raising exercise
within six months of commencement of trading. When this exercise has been
successfully completed your appointment and duties will be reviewed.
EXPENSES
It is not proposed that the Company will provide a vehicle for your use.
However, the Company will reimburse you for any miles driven on its behalf at
the rates set out in the Inland Revenue's Fixed Profit Car Scheme, which payment
can be made tax free to yourself and any other reasonable and necessary expenses
associated with your engagement.
1
<PAGE>
CONFIDENTIALITY
You acknowledge that during the course of your engagement you and Ian McNeill
will have access to confidential information belonging to the Company. You will
not at any time (except in the course of your duties or as maybe required by
law) during or after your enjoyment disclose to a third party or make use of any
confidential information belonging to the Company. Without prejudice to the
generality of the foregoing you acknowledge that the expression "confidential
information" shall include the following namely; information relating to
existing, potential, past or pending business methods, corporate plans,
finances, business opportunities and development projects of the Company or any
associated Company, research activities, trade secrets, inventions, creative
briefs, ideas, computer programs, designs and formulae undertaken, commissioned
or produced on behalf of the Company, all information (including, without
limitation, customer lists) relating to the marketing or sales of any past,
present or future product or service of the Company and any information in
respect of which the Company owes an obligation of confidentiality to a third
party.
INTELLECTUAL PROPERTY
You and Ian McNeill will promptly disclose to the Company and keep confidential
all inventions, copyright works, designs or technical know-how conceived or made
by yourself either alone or with others arising out of your engagement with the
Company. You will hold all such intellectual property in trust for the Company
and will do everything necessary or desirable (at the expense of the Company)
including without limitation, excluding any appropriate documentation to vest
such intellectual property fully in the Company and/or to secure patent or other
appropriate forms of protection for the intellectual property.
To the extent that such intellectual property rights do not vest in the Company
by operation of law or under this Agreement, you hereby assign to the Company
with full title guarantee by way of assignment of present and future copyright
all the rights, title and interest you have or may have in and to all material
written or devised by your pertaining to the operation or business of the
Company resulting from or suggested by any work which you shall so pursuant to
your engagement or has already been done prior to the date of this Agreement and
all rights of action for infringement of such copyright and any renewals and
extensions of them and after that in perpetuity. You hereby appoint the Company
as your attorney for the purpose of executing in your name and on your behalf
all such deeds and documents as may be required to give effect to the provisions
of this paragraph. Decisions as to the protection and exploitation of any
intellectual property shall be in the absolute discretion of the Company. You
agree to waive any moral rights (as defined in the Copyright Designs and Patents
Act 1988) that you may have in relation to such ideas, inventions or works.
GROSS MISCONDUCT OFFENCES
Your engagement with the Company may be terminated immediately by the Company
without prior notice if Ian McNeill shall at any time:
(a) commit any act of gross misconduct or gross incompetence (including but not
limited to breach of confidence or theft);
(b) after prior written warning, repeat or continue any material breach of the
provisions of this Agreement;
(c) commit any act of dishonesty or are guilty of any conduct which brings the
Company into disrepute;
<PAGE>
(d) are convicted of any criminal offence (other than a minor road traffic
offence that cannot lead to a custodial sentence);
(e) knowingly infringe or misappropriate any intellectual property of the
Company, including without limitation any trade secrets of any third party.
ACCEPTANCE
Please indicate your acceptance of the term set out in this letter by signing
the enclosed copy letter and returning it to me.
Yours sincerely
/s/ R. Jeffcock
- ------------------------
R JEFFCOCK
CHAIRMAN OF TOUCAN AND FOR AND ON BEHALF OF THE COMPANY
ACCEPTED BY COMMERCIAL TECHNOLOGY LTD
/s/ Ian McNeill
- ------------------------
22 JULY 1999
ACCEPTED AND EXECUTED AS A DEED BY IAN MCNEILL
/s/ Ian McNeill
- ------------------------
/s/ K.R. Parmar
Solicitor
Exhibit 10.7
- --------------------------------------------------------------------------------
TOUCAN GOLD CORPORATION INC
8201 PRESTON ROAD
SUITE 6000
DALLAS
TEXAS 75225 USA
CMM Ventures Ltd
10 St James Drive
Harrogate
HG2 8HT
22 July 1999
Dear Sirs
This letter set out the terms of your Engagement by ITIS Technologies Limited
("the Company"), a wholly owned subsidiary of Toucan Gold Corporation Inc
("Toucan").
COMMENCEMENT AND TERM
Your engagement as a consultant will commence on the 22 July 1999 and will be
for an initial period of six months. Thereafter either party may terminate your
engagement by notice in writing of not less than one month.
RESPONSIBILITIES
You will be responsible for procuring the services of Barry Jones to perform the
marketing operations of the Company, and to fulfil the position of Marketing
Director Designate.
REMUNERATION
CMM Ventures will be paid a retainer of 3,000 (British Pounds) per month, and
Barry Jones will be required to work 10 days per month in order to fulfil your
obligations under the terms of this letter. Nothing in this Engagement letter
shall preclude Barry Jones from his activities in setting up a new division of
"CCAT Limited" or from carrying out duties as non-executive director of PAS Ltd,
in respect of both activities of which, the Company is aware and gives consent.
As you are aware, the Company intends to carry out a major fund raising exercise
within six months of commencement of trading. When this exercise has been
successfully completed it is envisaged that Barry Jones will join the Company as
a full time employee in the position of Marketing Director, whereupon he will be
entitled to a salary of 75,000 (British Pounds) per annum, payable monthly in
arrears, his notice period will be extended to an initial period of one year,
followed by a minimum of 6 months notice by either party and he will be required
to enter into a service agreement in a form acceptable to us.
Thereafter it is intended his salary will be reviewed annually by the
remuneration committee composed of the non-executive directors of the main board
of Toucan Technologies Inc.
<PAGE>
BENEFITS
Upon his appointment as a full-time employee, the position will carry a number
of additional benefits as follows:
o Sickness Benefit whereby the company will pay his full salary for a period
of up to three months in the event that he is unable to work owing to
illness.
o Permanent Health Insurance which will pay up to 75% of your annual salary
in the event that he is work for a period over 13 weeks.
o Health Care insurance for himself and his spouse/partner.
o Life Insurance for himself, payable in the event of his death while
employed by the Company.
o Pension contribution equivalent to 7.5% of his annual salary, paid into a
private pension scheme of his choice. He may, of course, elect for
additional contributions to be paid out of his salary into the same scheme.
COMPANY VEHICLE
It is not proposed that the Company will provide a vehicle for your use.
However, the Company will reimburse you for any miles driven on its behalf at
the rates set out in the Inland Revenue's Fixed Profit Car Scheme, which payment
can be made tax free to yourself.
HOLIDAYS
Upon his appointment as a full-time employee, Barry Jones will be entitled to
take 20 days paid holiday in each calendar year, plus statutory holidays. All
requests for holidays should be lodged with the company's chief executive at
least 30 days before the intended commencement date, and unused holidays may not
normally be carried forward from on year to the next.
SHARE OPTION SCHEME
It is proposed that the Company will introduce a share option scheme which will,
subject to agreed performance criteria, enable Barry Jones after he becomes an
employee of the Company to "earn" the right to purchase additional shares in
Toucan Technologies Inc at a preferential price. Full details of the proposed
scheme will be made available before the major fund raising exercise is
completed.
PLACE OF WORK
Your normal place of work will be at the Company's offices located in Yorkshire,
UK, but in the course of your duties Barry Jones will be required to travel both
within the UK and abroad. The reasonable cost of all travel on behalf of the
company will be reimbursed upon presentation of receipts or other proof of
expenditure.
CONFIDENTIALITY
You acknowledge that during the course of your engagement you and Barry Jones
will have access to confidential information belonging to the Company. You will
not at any time (except in the course of your duties or as maybe required by
<PAGE>
law) during or after your engagement disclose to a third party or make use of
any confidential information belonging to the Company. Without prejudice to the
generality of the foregoing you acknowledge that the expression "confidential
information" shall include the following namely; information relating to
existing, potential, past or pending business methods, corporate plans,
finances, business opportunities and development projects of the Company or any
associated Company, research activities, trade secrets, inventions, creative
briefs, ideas, computer programs, designs and formulae undertaken, commissioned
or produced on behalf of the Company, all information, including without
limitation customer lists relating to the marketing or sales of any past,
present or future product or service of the Company and any information in
respect of which the Company owes an obligation of confidentiality to a third
party.
INTELLECTUAL PROPERTY
You and Barry Jones will promptly disclose to the Company and keep confidential
all inventions, copyright works, designs or technical know-how conceived or made
by yourself either alone or with others during the course of your engagement.
You will hold all such intellectual property in trust for the Company and will
do everything necessary or desirable (at the expense of the Company) including,
without limitation executing any appropriate documentation to vest the
intellectual property fully in the Company and/or to secure patent or other
appropriate forms of protection for the intellectual property.
To the extent that such intellectual property rights do not vest in the Company
by operation of law or under this Agreement, you hereby assign to the Company
with full title guarantee by way of assignment of present and future copyright
all the rights, title and interest you have or may have in and to all material
written or devised by your pertaining to the operation or business of the
Company resulting from or suggested by any work which you shall so pursuant to
your engagement or has already been done prior to the date of this Agreement and
all rights of action for infringement of such copyright and any renewals and
extensions of them and after that in perpetuity. You hereby appoint the Company
as your attorney for the purpose of executing in your name and on your behalf
all such deeds and documents as may be required to give effect to the provisions
of this paragraph. Decisions as to the protection and exploitation of any
intellectual property shall be in the absolute discretion of the Company. You
agree to waive any moral rights (as defined in the Copyright Designs and Patents
Act 1988) that you may have in relation to such ideas, inventions or works.
GROSS MISCONDUCT OFFENCES
Your engagement with the Company may be terminated immediately by the Company
without prior notice if Barry Jones shall at any time:
(a) commit any act of gross misconduct or gross incompetence (including but not
limited to breach of confidence or theft);
(b) after prior written warning, repeat or continue any material breach of the
provisions of this Agreement;
(c) commit any act of dishonesty or are guilty of any conduct which brings the
Company into disrepute;
(d) are convicted of any criminal offence (other than a minor road traffic
offence that cannot lead to a custodial sentence);
(e) knowingly infringe or misappropriate any intellectual property of the
Company including trade secrets of any third party.
<PAGE>
ACCEPTANCE
Please indicate your acceptance of the term set out in this letter by signing
the enclosed copy letter and returning it to me.
Yours sincerely
/s/ R. Jeffcock
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R JEFFCOCK
CHAIRMAN OF TOUCAN AND FOR ON BEHALF OF THE COMPANY
ACCEPTED BY CMM VENTURES LIMITED
/s/ B. Jones
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22 JULY 1999
ACCEPTED AND EXECUTED AS A DEED BY BARRY JONES
IN THE PRESENCE OF
/s/ B. Jones
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/s/ K.R. Parmar
Solicitor
Exhibit 10.8
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TOUCAN GOLD CORPORATION INC
8201 PRESTON ROAD
SUITE 6000
DALLAS
TEXAS 75225 USA
Robert Jeffcock
Apartment B42
Roc Fleuri
1 Rue du Tenao
MC98000 Monaco
22 July 1999
Dear Robert
This letter set out the terms of your Engagement by Toucan Gold Corporation Inc
(the "Company").
COMMENCEMENT AND TERM
Your engagement as a consultant will commence on the 22 July 1999 and will be
for an initial period of six months. Thereafter either party may terminate your
engagement by notice in writing of not less than one month.
RESPONSIBILITIES
You will perform the role of Chairman and Chief Executive of the Company. It is
envisaged that a new Chief Executive will be appointed within 6 months,
whereupon you will remain Chairman of the Board of the Company. You will be
elected to the board of directors of ITIS Technologies Limited, a wholly owned
subsidiary of the Company and serve on such board during the period of this
engagement.
REMUNERATION
You will be paid a retainer of 3,000 (British Pounds) per month, and you will be
required to work __ days per month in order to fulfil your obligations under the
terms of this letter.
As you are aware, the Company intends to carry out a major fund raising exercise
within six months of commencement of trading. When this exercise has been
successfully completed, your appointment and duties will be reviewed.
EXPENSES
It is not proposed that the Company will provide a vehicle for your use.
However, the company will reimburse you for any miles driven on its behalf at
the rates set out in the Inland Revenue's Fixed Profit Car Scheme, which payment
can be made tax free to yourself and any other reasonable and necessary expenses
associated with your engagement.
<PAGE>
CONFIDENTIALITY
You acknowledge that during the course of your engagement you will have access
to confidential information belonging to the Company. You will not at any time
(except in the course of your duties or as maybe required by law) during or
after your enjoyment disclose to a third party or make use of any confidential
information belonging to the Company. Without prejudice to the generality of the
foregoing you acknowledge that the expression "confidential information" shall
include the following namely; information relating to existing, potential, past
or pending business methods, corporate plans, finances, business opportunities
and development projects of the Company or any associated Company, research
activities, trade secrets, inventions, creative briefs, ideas, computer
programs, designs and formulae undertaken, commissioned or produced on behalf of
the Company, all information relating to the marketing or sales of any past,
present or future product or service of the Company and any information
including, without limitation, customer lists in respect of which the Company
owes an obligation of confidentiality to a third party.
INTELLECTUAL PROPERTY
You will promptly disclose to the Company and keep confidential all inventions,
copyright works, designs or technical know-how conceived or made by yourself
either alone or with others arising out of your engagement. You will hold all
such intellectual property in trust for the Company and will do everything
necessary or desirable (at the expense of the Company) including, without
limitation, executing any appropriate documentation to vest the intellectual
property fully in the Company and/or to secure patent or other appropriate forms
of protection for the intellectual property.
To the extent that such intellectual property rights do not vest in the Company
by operation of law or under this Agreement, you hereby assign to the Company
with full title guarantee by way of assignment of present and future copyright
all the rights, title and interest you have or may have in and to all material
written or devised by your pertaining to the operation or business of the
Company resulting from or suggested by any work which you shall so pursuant to
your engagement or has already been done prior to the date of this Agreement and
all rights of action for infringement of such copyright and any renewals and
extensions of them and after that in perpetuity. You hereby appoint the Company
as your attorney for the purpose of executing in your name and on your behalf
all such deeds and documents as may be required to give effect to the provisions
of this paragraph. Decisions as to the protection and exploitation of any
intellectual property shall be in the absolute discretion of the Company. You
agree to waive any moral rights (as defined in the Copyright Designs and Patents
Act 1988) that you may have in relation to such ideas, inventions or works.
GROSS MISCONDUCT OFFENCES
Your engagement with the Company may be terminated immediately by the Company
without prior notice if you shall at any time:
(a) commit any act of gross misconduct or gross incompetence (including but not
limited to breach of confidence or theft);
(b) after prior written warning, repeat or continue any material breach of the
provisions of this Agreement;
(c) commit any act of dishonesty or are guilty of any conduct which brings the
Company into disrepute;
(d) are convicted of any criminal offence (other than a minor road traffic
offence that cannot lead to a custodial sentence);
<PAGE>
(e) knowingly infringe or misappropriate any intellectual property of the
Company, including, without limitation, any trade secrets of any third
party.
ACCEPTANCE
Please indicate your acceptance of the term set out in this letter by signing
the enclosed copy letter and returning it to me.
Yours sincerely
/s/
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FOR AND ON BEHALF OF THE BOARD
ACCEPTED BY ROBERT JEFFCOCK
/s/ R. Jeffcock
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22 JULY 1999
