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-10.11 — Material Contract
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A G R E E M E N T
between
STRATFORD ACQUISITION CORP
(hereinafter referred to as the "Company")
and
EURASIA CAPITAL MANAGEMENT, INC.
(hereinafter referred to as the "Consultant")
WHEREAS the Company is a public company involved in the CONCRETE
and HIGH TECHNOLOGY research field and maintaining a market for
its common shares through the facility of the NASD Electronic
Bulletin Board;
AND WHEREAS the Consultant provides business consulting services
in product development, clinical trials, government grants,
distribution, licensing agreements, and procurement of strategic
alliances in the area of Marketing Technology as well as public
awareness of certain products and technologies.
AND WHEREAS the Company wishes to retain the services of the
Consultant to provide ongoing consulting services for purposes of
enhancing as well as expanding its existing product line and
attracting public awareness to its existence.
NOW THEREFORE THIS AGREEMENT WITNESSETH that the parties hereto
covenant and agree with each other as follows:
1. The Consultant shall provide consulting services to the
Company for a period of one year from the date of execution of
this agreement. For the purpose of clarification, the consulting
services to be provided by the Consultant shall include, but not
necessarily be limited to, the following:
(a) the development and distribution of corporate fact
sheets and information summaries designed to advise
potential distributors and potential users of the
Company's Technology;
(b) setting up both one-on-one and group meetings with
new institutional customers, distributors, marketing
personnel, journalists, and research analysts;
(c) developing foreign markets;
(d) meeting with the Company management to report on
market activity and to develop strategies with regard
to the ongoing marketing of the Company's Technology.
2. It is specifically understood and agreed to by the parties
that the Consultant will provide no service to the Company that
would involve the rendering of (i) a legal opinion, (ii) any
service that is in the ordinary purview of a Certified Public
Accountant, or (iii) any service in connection with an offer or
sale of Securities in a Capital Raising transaction.
3. The Company agrees to compensate the Consultant for services
rendered to the Company through the issuance and delivery to the
Consultant of 170,000 units of the Company's securities where
each unit will be comprised of one (1) common share in the
capital stock of the Company plus one free trading warrant at a
cost of US$3.00 for one share, exercisable within two (2) years
from the date of issuance of the unit. The said units shall be
issued on the following dates:
75,000 on the execution of this agreement;
37,500 thirty (30) days after the execution of this agreement;
37,500 sixty (60) days after the execution of this agreement; and
20,000 ninety (90) days after the execution of this agreement.
4. The Company agrees to compensate the Consultant for proven
out-of-pocket expenses incurred by the Consultant pursuant to the
performance of the Company's duties under the terms of this
agreement including, but not limited to, facsimile, postage,
printing, photocopying and entertainment. Expenses shall be due
and payable when billed to the Company. No such expenses shall
be incurred unless approved in advance by the Company in writing.
5. The Company agrees to indemnify and save harmless the
Consultant and each of its officers and directors form and
against any actions, proceedings, claims, judgments and costs in
respect of the matter or thing done or omitted to be done in good
faith (absent negligence) by the Consultant pursuant to the
performance of the Consultant's duties under the terms of this
agreement. The Company shall make available to the Consultant
all information concerning the business, assets, operations and
financial condition of the Company which the Consultant
reasonably requests in connection with the performance of his
obligations hereunder. The Company further covenants that all
information supplied to the Consultant by the Company shall be
true, accurate, complete and not misleading in all respects. The
Consultant may rely on the accuracy of all such information
without independent verification.
6. The Company acknowledges the fact that the Consultant
represents and may continue to render consulting services to
other companies which may or may not have policies and conduct
activities similar to those of the Company.
7. The Consultant shall not be required to devote any minimum
or specific expenditure of time in performing the services
delineated in this Section provided that the Consultant shall be
reasonably accessible to the Company and shall devote such
efforts to the effective performance of such services as may be
commensurate therewith.
8. Immediately upon the execution hereof, the Company agrees
that its will commence the preparation of a registration
statement on Form S-8 to register the shares of Common Stock
issuable upon exercise of warrants issued to the Consultant
hereunder. The Company will use its best efforts to cause such
registration statement to be filed and effective within 120 days
of the execution of this agreement. In connection with the
agreement made in favour of the Consultant herein, the Company
represents that:
(i) it is a reporting company under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"),
by the reason of having previously registered
securities under the Securities Act of 1933, as
amended, which such registration statement was declared
effective by the Securities and Exchange Commission and
pursuant to which the Company offered and sold the
securities registered herein or by virtue of filing a
registration statement on Form 10 of the Exchange Act
by which the Company registered its class of common
stock;
(ii) it has filed all reports it is required to file
under the Exchange Act during the twelve month period
immediately preceding this Agreement and hereby
covenants with and to the Consultant that it will file
all such reports it is required to file thereunder
within the time period prescribed therefore under the
Exchange Act;
(iii) it will not enter into any agreement which will
in any way conflict or interfere with the Consultant's
rights hereunder without first obtaining the written
consent of the Consultant to entering such agreement;
and
(iv) it will do all such other things as may be
required to preserve the Consultant's rights hereunder.
9. The parties hereto agree that all final decisions with
respect to consultation, advice and services rendered by the
Consultant to the Company shall rest exclusively with the Company
and the Consultant covenants not to release any printed material
relating to the Company into the public domain without the
written consent of the Company. The Company further covenants to
cooperate fully and timely with the Consultant to enable the
Consultant to perform its obligations hereunder.
10. Independent Contractor. The Consultant is retained by the
Company only for the purposes and to the extent set forth in this
Agreement, and its relationship is that of an independent
contractor.
11. Time shall be of the essence of this agreement and every
part thereof and no extensions or variations of this Agreement
shall operate as a waiver of this provision.
12. This Agreement shall be governed and construed in accordance
with the laws of the Province of Ontario, Canada.
13. In the event that this Agreement or any performance
hereunder contravenes public policy or constitutes a material
violation of any law or regulation of any federal or provincial
government agency, or if either party becomes insolvent or is
adjudicated bankrupt or seeks the protection of any provision of
the National Bankruptcy Act, or if either party is enjoined or
consents to any order relating to any violation of any federal or
state securities law, then this Agreement shall be deemed
terminated and shall be null and void.
14. All notices hereunder shall be in writing and addressed to
the party at the address herein set forth, or at such other
address as to which notice pursuant to this section may be given,
and shall be given by personal delivery, by certified mail (mail
receipt requested), express mail or by national or international
overnight courier. Notices will be deemed given upon the earlier
of actual receipt of three (3) business days after being mailed
or delivered to such courier service.
Notices shall be addressed to Eurasia Capital Management, Inc.
at:
Eurasia Capital Management, Inc.
Euro Canadian Centre
P.O. Box N-3742
Nassau, Bahamas
Notice shall be addressed to Stratford Acquisition Corp. at:
Stratford Acquisition Corp.
5420 North Service Road, 5th Floor
Burlington, Ontario
L7L 6C7 CANADA
IN WITNESS WHEREOF the parties have caused their duly authorized
officers to execute this agreement this 25th day of July, 1996.
STRATFORD ACQUISITION CORP.
per: /s/ Arthur L. Smith, President
EURASIA CAPITAL MANAGEMENT, INC.
per: _______________________________
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