Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 20 103K
6: EX-10.10 Material Contract 2 11K
7: EX-10.11 Material Contract 4 23K
8: EX-10.12 Material Contract 4 17K
9: EX-10.13 Material Contract 5 24K
2: EX-10.6 Material Contract 10 40K
3: EX-10.7 Material Contract 14 51K
4: EX-10.8 Material Contract 13 49K
5: EX-10.9 Material Contract 13 45K
18: EX-28.10 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
10: EX-28.2 Information from a Report Furnished to State 19 62K
Insurance Regulatory Authorities
11: EX-28.3 Information from a Report Furnished to State 2 12K
Insurance Regulatory Authorities
12: EX-28.4 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
13: EX-28.5 Information from a Report Furnished to State 2± 11K
Insurance Regulatory Authorities
14: EX-28.6 Information from a Report Furnished to State 4 19K
Insurance Regulatory Authorities
15: EX-28.7 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
16: EX-28.8 Information from a Report Furnished to State 2 12K
Insurance Regulatory Authorities
17: EX-28.9 Information from a Report Furnished to State 1 9K
Insurance Regulatory Authorities
EX-28.6 — Information from a Report Furnished to State Insurance Regulatory Authorities
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT made the 21st day of July, 1995
B E T W E E N: STRATFORD ACQUISITION CORP., a Corporation duly
incorporated under the laws of the State of
Minnesota, United States of America
Hereinafter called the "Corporation"
PARTY OF THE FIRST PART
- A N D - HERBERT ADAMS of the Town of Ancaster in the
Region of Hamilton - Wentworth
Hereinafter called the "Consultant"
PARTY OF THE SECOND PART
WHEREAS the Corporation desires to be assured of the
association and services of the Consultant in order to avail itself
of the experience, skills, abilities, background and knowledge of the
Consultant to facilitate long range planning, and to execute the
business of the Corporation and marketing needs in an orderly and
efficient manner, and it therefore willing to engage the Consultant
upon the terms and subject to the provisions hereinafter contained;
AND WHEREAS the Consultant agrees to be engaged and
retained by the Corporation, subject to the terms and provisions
herein contained.
NOW THEREFORE WITNESSETH that in consideration of the
premises, the terms and provisions hereinafter set forth and for
other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by each of the Parties hereto, they
agree each with the other as follows:
1. Consulting Services
The Corporation hereby retains the Consultant for the
purpose of assisting it by providing market support for the raising
of funds, for locating, investigating and negotiating future
acquisitions and for general consultation and advice to management in
the conduct of the affairs and business of the Corporation.
2. Term
Unless terminated for cause the Consultant shall be
retained by the Corporation for a period of five (5) years from and
including the first day of August, 1995, which term may be extended
thereafter for such additional period and remuneration as shall be
mutually agreed upon between the Parties hereto.
3. Compensation of Consultant
The Corporation agrees to compensate the Consultant by
payment of a consulting fee of $10,000 U.S. per month, such being
payable quarter yearly in advance, commencing as of and from August
1, 1995 for the term of this Agreement unless terminated for cause.
In addition the Corporation shall provide the Consultant
with an option to purchase up to 150,000 of its issued stock at a
price of .0001 cent per share, such option being exercisable by the
Consultant through the Corporation's 1995 Non-Qualified Stock Option
Plan.
4. Expenses
The Corporation agrees that in addition to the aforestated
compensation, it shall pay and satisfy all reasonable business
expenses authorized by the Corporation, and incurred by the
consultant in furtherance of the business of the Corporation,
including travel, food, lodging and entertainment expenses, upon
presentation by the Consultant of receipts in a form and manner as
directed by the Corporation.
5. Relationship of Parties
This Agreement shall not be interpreted or constitute an
Employment Agreement whereby an employer-employee relationship is
established between the Parties thereto. It is expressly understood
and agreed that the Consultant shall at all times be retained as an
independent contractor and not an employee of the Corporation. The
Consultant shall not have authority to act as the agent of the
Corporation, except when such authority is specifically delegated to
him by the Corporation. Subject to the express provisions herein,
the manner and means utilized by the Consultant in the performance of
his services shall be under his sole control. Any and all
compensation as paid by the Corporation to the Consultant shall
constitute earnings to the Consultant as an independent contractor
through self-employment and not as income from the Corporation. The
Corporation shall not withhold any amounts from the compensation paid
the Consultant by way of statutory holdbacks or income tax,
unemployment insurance, Canada Pension Plan contributions or any
other deductions be they federal or
provincial. Furthermore the Corporation shall not be required to
make any contributions to the Workers; Compensation Board or the
Ontario Health Insurance Plan on behalf of the Consultant.
6. Notices
Any notice, request, demand or other communication required
or permitted hereunder shall be deemed to be properly given if in
writing and delivered to the other Party either by prepaid mail
directed to the principal residence address of the Consultant 22
Daffodil Crescent, Ancaster, Ontario L9K 1C8, or the Registered
Office address of the Corporation in the Province of Ontario, 5th
Floor, 5420 North Service Road, Burlington Ontario L7L 6C7, or by
personal service on the same, which shall be delivered to any adult
person at either address. Either Party may change its or his address
by written notice to the other made in accordance with this
paragraph.
7. Benefit of Agreement
This Agreement shall enure to the benefit of sand be
binding upon the Parties hereto together with their respective heirs,
executors, administrators, successors and assigns.
8. Governing Law
This Agreement shall be construed and interpreted in
accordance with the laws of the Province of Ontario, and each of the
Parties hereto irrevocably attorns to the jurisdiction of the Courts
of the Province of Ontario.
9. Assignment
This Agreement shall not be assignable by either of the
Parties hereto saving with the written consent of the other, and any
attempt by either Party to assign the rights, duties or obligations
as provided for herein, without the prior written consent of the
other Party, shall be void and shall constitute a breach of the terms
of this Agreement.
10. Entire Agreement - Modification
This Agreement constitutes the entire agreement between the
Parties hereto. There are not, and shall not be any oral statements,
representations, warranties, undertakings or agreements between the
Parties.
This Agreement and the provisions herein can however be
waived, altered, modified or amended on the consent of both of the
Parties hereto, provided that no waiver, alteration, modification or
amendment of any of the provisions herein shall be binding unless the
same be in writing signed by both of the Parties hereto.
11. Arbitration
In the event of any dispute or disagreement between the
Parties hereto as to the obligations of the Corporation and the
duties and responsibilities of the Consultant, or related to the
interpretation of this Agreement, which cannot be resolved as between
them, then and in that event the matter shall be resolved by
arbitration as follows:
Each of the said Parties shall select one party to
represent it and him as arbitrator, each of the parties so selected
as arbitrator to select as between them one other party independent
therefrom, the three parties so selected to be arbitrator or who
shall be apprised of all facts and matters in issue as between the
Parties hereto. The disagreement shall be resolved by a majority
decision of the three arbitrators, which decision shall be final and
binding on the Parties hereto. Provided that should either of the
said Parties be unwilling or unable to select one party to represent
it or him, or should the two parties selected by the said Parties be
unable to mutually select one more, or should the three parties so
selected be unable to reach a decision, then the matter shall be
resolved pursuant to the Arbitrations Act, R.S.O. 1990 Chapter A 24
and the amendments thereto.
IN WITNESS WHEREOF the Corporation has executed this
Agreement as evidenced by the signatures of the duly authorized
signing Officers who have authority to bind the Corporation.
STRATFORD ACQUISITION CORP.
Per: /s/ Rob MacLeod, President
Per: /s/ Mel Greenspoon
IN WITNESS WHEREOF Herbert Adams has hereunto affixed his
hand and seal.
SIGNED, SEALED AND DELIVERED )
in the presence of: )
) /s/ Herbert Adams
)
Dates Referenced Herein and Documents Incorporated by Reference
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