-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OW+jnQFJzU5cUcT2MVuf9adxdw2KJtRiWfhSVmbHP/8VdTKrMZly3snDJ6v+wP0u 9s/zGTFuY5Ez8aEic1mvAw== 0001085037-99-000004.txt : 19991018 0001085037-99-000004.hdr.sgml : 19991018 ACCESSION NUMBER: 0001085037-99-000004 CONFORMED SUBMISSION TYPE: 10SB12G/A PUBLIC DOCUMENT COUNT: 57 FILED AS OF DATE: 19991006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBALNETCARE INC CENTRAL INDEX KEY: 0001079574 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] FILING VALUES: FORM TYPE: 10SB12G/A SEC ACT: SEC FILE NUMBER: 000-27097 FILM NUMBER: 99723915 BUSINESS ADDRESS: STREET 1: SUITE 950 2000 MCGILL COLLEGE STREET 2: 514-288-4909 CITY: MONTREAL QUEBEC CANA STATE: E6 ZIP: H3A 3H3 MAIL ADDRESS: STREET 1: SUITE 950 2000 MCGILL COLLEGE CITY: MONTREAL QUEBEC 10SB12G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-SB GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS Under Section 12(b) or (g) of the Securities Exchange Act of 1934 GLOBALNETCARE, INC. - ----------------------------------------------------------------------------- (Name of Small Business Issuer in its charter) Florida (Pending) - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Suite 950 - 2000 McGill College H3A 3H3 Montreal, Quebec, Canada - -------------------------------------- --------------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, (877) 288 - 4909 Securities to be registered under Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered None N/A - -------------------------------- ------------------------------------- Securities to be registered under Section 12(g) of the Act: Common Stock, Par Value $0.001 - ----------------------------------------------------------------------------- (Title of class) 1 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF BUSINESS ----------------------- 1.1 Introduction ------------ GlobalNetCare, Inc. (hereinafter referred to as the "Company" or "GlobalNetCare") operates "GlobalNetCare.com", a health care oriented internet website that provides interactive medical information to both healthcare professionals and individuals. The Company's corporate offices are located at GlobalNetCare, Inc., Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3. The telephone number is (877) 288-4909 and the facsimile number is (514) 288-6309. The Company's consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in United States Dollars. Herein, all references to "CDN$" refer to Canadian Dollars and all references to common shares refer to common shares in the capital stock of the Company. 1.2 Business Development of Issuer During Last Three Years ------------------------------------------------------ GlobalNetCare, Inc. was incorporated under the laws of the State of Florida on October 30, 1980 under the name "C.N.W. Corp." but was inactive and the Company was not kept in good standing with the Florida Department of State. The Company was reinstated as active by the Florida Department of State on July 21, 1998. On July 21, 1998, the name of the Company was changed to "C.N.W. of Orlando, Inc." and then on January 14, 1999, the name of the Company was changed to "GlobalNetCare, Inc." On July 21, 1998, the Company filed restated Articles of Incorporation which increased its authorized capital from 1,000 common shares to 50,000,000 common shares, changed the par value of its common shares from $1.00 to $0.001 and also forward split its common shares 1,000 to 1. After the stock split, the Company's issued and outstanding common shares increased from 1,000 to 1,000,000. The Company has one wholly owned subsidiary, 3423336 Canada Ltd. ("3423336"), a corporation formed under the federal laws of Canada on February 3, 1998 and registered as an extra-provincial company in Quebec on November 23, 1998. The directors and officers of 3423336 are George M. Tsoukas (Director and President), Nick Pedafronimos (Director and Secretary) and Patrick Power (Director), all of whom are also directors of the Company. 1.3 Business of the Company ----------------------- The Company offers a rich and dynamic array of health and medical information via its proprietary Virtual Medical Community and information website - GlobalNetCare.com. The website provides state-of-the-art medical services to Internet users and offers medical, surgical and pharmacy support at the click of a button. The "Virtual Medical Community" consists of several intelligent, interactive "Virtual Medical Centers" that provide health care professionals 2 and people seeking information with an easy-to-use, interactive learning experience that addresses their subject of concern and creates individual virtual medical records. The Company's computer system follows and advises each user on a one to one confidential basis. 1.4 Virtual Medical Centers ----------------------- The Virtual Medical Centers are a unique "intelligent" interactive system designed to provide healthcare professionals, individuals with chronic illnesses and other internet users with an easy-to-use, interactive learning experience that addresses their specific subject of concern. The system uses easy to comprehend questions and answers similar to a real patient and doctor interview. It gathers information on the health status of the patient, which in turn becomes individualized advice for that specific person. The "intelligence" aspect of a Virtual Medical Center arises from the fact that the software program allows the user to learn important information and responds to the user's queries based upon what it has learned. The more "choices" a user makes within a Virtual Medical Center, the more the system learns. Then the system responds to subsequent queries based upon this accumulated knowledge. Each Virtual Medical Center provides the most up-to-date medical research and health information. The Virtual Medical Centers are staffed by a group of experts who maintain the currency of the information of each centre on a continuing basis as new research and medical information become available. Fully deployed, GlobalNetCare.com is composed of multiple Virtual Medical Centers to deal with specific health issues on a continual basis. There are five operational Virtual Medical Centers: hypertension, breast disease, osteoporosis, nutrition and women's health. The Company anticipates that by the end of the second quarter of 2000, the following Virtual Medical Centers will be operational: AIDS, cardiovascular diseases, obesity, diabetes, asthma, emphysema, prostate cancer, lung cancer, smoking and trauma. The Company anticipates that it will add to its website a minimum one of these Virtual Medical Centers every two months commencing in October, 1999. Other Virtual Medical Clinics under development include: diet and nutrition, dental care, cancer, pregnancy, childhood asthma, sexual dysfunction, and segmented clinics for mens', childrens' and seniors' health. As to the balance of the Virtual Medical Centers that the Company intends to develop, the Company does not have a specific timetable for completion of these centers but expects that a total of approximately 25 will be completed and online by the end of 2001. Each Virtual Medical Center will employ a team of six medical experts overseeing its content. A highly regarded medical specialist will head the team. The team leader along with up to five other medical doctors will be responsible for keeping the subject matter within their Virtual Medical Center current and readily available to users. Most of the team leaders are intended to be world-renowned researchers involved in original research. Currently, only two of the five operational Virtual Medical Centers have team leaders. Dr. Tina Sampalis, a highly regarded and qualified medical specialist, is the team leader for the breast disease Virtual Medical Center. Dr. George Tsoukas, a highly regarded and qualified medical specialist, is the team leader for the osteoporosis Virtual Medical Center. Dr. David Mulder is the team leader for the lung cancer Virtual Medical Center and Dr. Ronald Denis is the team leader for the trauma Virtual Medical Center. Those two Virtual Medical Centers are still under development. The Company is presently searching for other highly regarded medical specialists to lead the other Virtual Medical Centers. Currently, there are no team leaders or other doctors, apart from Dr. David Mulder, which the Company considers to be "world-renowned researchers involved in original research". The term "original research" refers to new and unique investigations conducted in a specific medical area or in connection with a specific disease. The Company intends to engage "world-renowned" doctors by offering attractive compensation packages consisting of cash and/or options to purchase the Company's common shares. In addition, the Company intends to use the network of personal contacts and reputations of Dr. George Tsoukas and Dr. David Mulder to locate such doctors and anticipates that the uniqueness of the Pythian system and the Company's website will assist in attracting such doctors. The "Pythian System", at the heart of each of the Virtual Medical Centers, is the Company's proprietary "expert software system" which navigates users through the medical subject matter with pertinent questions in order to arrive at the appropriate risk analysis and treatment suggestions for each individual user. By using the Pythian System, each patient will have an individualized approach to his or her illness. This proprietary system will "intelligently" control interaction between the user and the Virtual Medical Centers in which the computer alone will be able to obtain personal information from the user and store it in the form of a secure confidential electronic medical record. With permission of the user, physicians, hospitals, clinics, insurance companies and others can download this record as a virtual electronic medical record for use. In addition to normal uses, it is anticipated that this type of service will be invaluable to travellers and persons employed outside their home city or country who otherwise have difficulty accessing necessary information pertaining to their own health. The "intelligent aspect" of the Pythian System is the inference engine, a software program that given a case description (ie. answers to questions posed), uses the information in the knowledge base to generate new information about the case. In the case of the Virtual Medical Centers, the generated information becomes the virtual file and includes the treatment suggestions and diagnosis. One of the most valuable aspects of the Pythian System is the follow-up service. Here, the user obtains valuable information on how to deal with his/her disease on a day to day basis. The user will also be guided on ways to improve his/her health in other areas such as nutrition, psychology and exercise. The aim is to become the patient's electronic medical advisor. All information on the site and in the Virtual Medical Center is free-to-view and use for anyone who wishes to develop a personal healthcare file, use the site as a professional resource, or as an ongoing treatment or maintenance tool. Since the Pythian system is an original work (ie. not copied from another person's work) it is automatically subject to copyright protection under the Canadian Copyright Act as a literary work. The same protection applies in the United States and other Berne Convention countries. The Company has not taken any steps to otherwise patent or trademark the Pythian system, but is currently investigating the feasibility of patenting the Pythian system. The Company has however obtained an assignment of all intellectual property rights from all directors of the Company including Mr. Patrick Power, Dr. George Tsoukas, Mr. Nick Pedafronimous, Dr. Chris Kokkalis and Dr. David Mulder. The Company does not intend to license the system to other internet companies. Users of the website become members by creating a unique username and password. Only members can create a file that contains personal medical information. By having users of GlobalNetCare.com create a unique username and password in order to access personal medical information, the Company ensures that personal medical information is kept secure and confidential. When a user visits the Company's website, the user visits a secure server (the "Outside Server"). Once a validation check is completed by using the user's unique username and password, the user is permitted to access a network of servers (the "Protected Servers") which host the confidential medical information and the rest of the Company's website. To prevent the personal medical information of users from being accessed by unauthorized persons (ie. hackers), the Company has implemented a 128 bit encryption technology system. This technology encrypts and decrypts messages sent by and to users by scrambling the text or other data of such messages and then restoring them into their original form so that only the intended recipient can read the e-mail message. The whole system is protected by a firewall. A firewall is a system that enforces an access control policy between the Outside Server and the Protected Servers and prevents unauthorized users (ie. hackers) from accessing the Company's network of servers. The firewall notifies the Company's system administrator of unauthorized access attempts and provides a log of all authorized accesses to the system. All of the Company's servers are also protected by antivirus software and a back up copy of all information stored on the servers is made daily. 1.5 Doctor and Senior Doctor Consultations -------------------------------------- Commencing in fall 1999, users of GlobalNetCare.com will have the option of having a live, on-line consultation with a medical doctor at no charge or with a medical specialist for a fee. The Company anticipates that this service will be available by the end of October, 1999 and intends to initially offer the service between 5 p.m. and 8 p.m. (eastern standard time). Depending on the demand for this service, the Company may increase the number of hours per day that this service is offered. The Company will begin with six in-house doctors. The Company estimates that the number of doctors will increase as the user demand for this service increases. Based on the Company's projected demand for this service, it estimates that the number of on-line doctors may increase up to twenty over the following year. Based on the Company's five year projections (until the end of 2003) of the demand for this service, it anticipates that it will increase the number of on-line doctors to thirty five by the end of 2000 and that this number of doctors will be sufficient to handle the demand for this service until the end of 2003. As stated above, this service will start being offered at certain hours only. Depending on the demand for this service, more doctors may be needed to satisfy the demand. To start, the service will be offered between 5 p.m. and 8 p.m. (eastern standard time) and depending on the demand, the number of hours may increase and the times offered may expand. If a medical specialist is needed, then the user will have to be a member of GlobalNetCare.com and will initially pay $150 for up to thirty minutes of consultation with such medical specialists. The doctors will not prescribe medicines or drugs over the Internet. 1.6 Virtual Surgical Centre ----------------------- A Virtual Surgical Center is under development and in the future will provide surgeons around the world with a "dedicated GlobalNetCare server" enabling them to perform or direct a technologically secure, on-line surgical procedure (the server is the "on-line link" between the doctor "directing" the procedure in one location and a robot "performing" the procedure in another location). Certain U.S. robotics manufacturers developed the technology and individual doctors can purchase rights to these procedures. GlobalNetCare will provide the connection through the Internet between the surgeon and the patient. The Company anticipates that service will generate worldwide publicity for global brand awareness, as well as market differentiation from other on-line medical websites. Since the robotic surgery is such a new and innovative technology, the Company anticipates that successful demonstrations of such online surgeries will generate world-wide publicity and attention for the Company's website. An actual surgical procedure performed from a remote site by a robot using remote directions will be newsworthy. Since the Company intends to be one of the few companies offering such a service, the Company anticipates that the launch of this service will provide public attention for its website and differentiate it from other on-line medical websites. The Company does not currently have any agreements with any companies or robotics manufacturers to provide the internet connection required for the Virtual Surgical Center. Since this technology is new and still in its infancy, the Company anticipates it will begin offering this service by the end of 2000. However, both the internet connection and the robotics are currently commercially available. At the present time, there is a very small or no market for on-line robotic surgery. The technology is still in its infancy and is in the final stages of development and testing. Although the Company believes that on-line surgery will be accepted by the market, there can be no assurance that on-line surgery will ever gain market acceptance. 1.7 Doctor Directory ---------------- The Doctor Directory is a worldwide directory of doctors including general practitioners and specialists. By the first quarter of 2000, users will be able to review doctors' credentials and have the option to contact the doctors via e-mail, telephone or link to a doctor's website. Each doctor will pay a small monthly fee to be listed in the Doctor Directory and will receive a webpage, link or lead service and other membership services on a month by month basis. This aspect of GlobalNetCare's business is currently at the concept stage. Once the Doctor Directory service is available to users, the Doctor Directory will disclose that the participating doctors have pad a fee of $100 to be listed in the Doctor Directory. 3 1.8 GlobalNetCare Pharmacy ---------------------- The GlobalNetCare Pharmacy will operate through strategic alliances with existing on-line pharmacies. The GlobalNetCare Pharmacy will provide users access to thousands of over-the-counter health and personal care products from the comfort of their home - anywhere in North America - and eventually, the world. The Company will not, however, fill any orders for prescription drugs. Other items that will be offered are CD-ROMS and books. The Company will offer product descriptions beginning in September 1999, with e-commerce and transactions capability slated for completion by January 2000. The Company anticipates that it will also generate revenue within the Pharmacy by selling banner advertising and through product sponsorship agreements. 1.9 Product Pages ------------- The user will also be directed to information provided by pharmaceutical companies that describe their products. These "product pages" will be paid advertising by medical related product manufacturers and will be a major source of the Company's revenue. Pharmaceutical companies in particular will be able, through this medium, to target audiences specifically interested in a particular solution to a specific medical condition. The Company will provide direct links to pharmaceutical companies' websites and expects to establish up to five links by the end of December, 1999. The Company is in discussions with various pharmaceutical companies but has not completed any agreements. The Company intends to charge these pharmaceutical companies five percent of any revenues generated by the users which link from the Company's website to the pharmaceutical companies' websites. Five percent is the same percentage that the Company currently has contracted with Amazon.com. The Company anticipates that the revenues generated by these links will constitute up to 50% of the Company's revenues for the period ending December 31, 1999, and the following fiscal year. 1.10 Competition ----------- The Company believes that, at present, there is no direct comparable competition. There are various other websites that provide health-related information and online pharmacies on the Internet. These include: Cyberdocs.com, Mediconsult.com, DrKoop.com, raytel.com, yourhealth.com, Betterhealth.com, stayhealthy.com, Healthdesk.com, Healthtouch.com, Imaginis.com, AHD.com, Managedcareregister.com, Drugstore.com, MotherNature.com, PlanetRx.com, Soma.com and Smed.com. Many of these websites offer health related information but none offer the complete range of services that are offered by the Company. There is currently no other interactively or personalized care offered. GlobalNetCare is unique in that it provides a fully interactive medical response program - GlobalNetCare's proprietary Pythian system. By interacting with this system an electronic medical record is created that can be constantly updated and maintained throughout a user's visits. This consistency means GlobalNetCare can give superior service and constantly address each specific user's questions as they proceed through the interactive system. What sets GlobalNetCare apart from any competition is the ability to match a user's needs with the Pythian System response, to build a medical record, and then to direct the user to the GlobalNetCare Pharmacy. GlobalNetCare also believes that its website contains superior information because of the years of research, and because of the quality of the medical professionals involved. The Company also has free on-line consultations with medical doctors. The years of research included in developing the system include the years of research conducted by Dr. George Tsoukas and Dr. Chris Kokkalis. During the period from 1990 to 1994, Dr. Tsoukas was involved in the development of an expert computer system for AIDS patients. The system was intended to analyze all of the medical information about a particular patient, including consideration of the numerous medications administered to AIDS patients, and provide treatment "conclusions" to the doctor and the patient based on the author's programming of the system. The system was intended to operate on a CD-Rom, but was never completed. In 1994, Dr. Tsoukas was involved in research regarding the development of a similar expert system on CD-Rom for diabetes patients. A CD-Rom was actually produced but never commercially marketed. In 1995 to 1998, Dr. Tsoukas conducted further research and development on an expert system that would obtain information from a patient through the use of questions and answers and then assist the doctor and patient with diagnosis and treatment advice. From 1990 to 1996, Dr. Kokkalis was independently involved in the development of a similar goal driven expert computer shell system. In 1998, Dr. Tsoukas combined his years of research with the computer and internet expertise offered by Dr. Chris Kokkalis and together they developed the Pythian system for internet use. The years of research that went into developing the Pythian system and the Pythian system itself makes the Company's website superior because it provides users with an interactive diagnosis and treatment system which, to the knowledge of the Company, is not currently available on any other on-line medical websites. Transactional health portals are sites where you can purchase health and beauty products, over-the-counter drugs, vitamins and drugs. Thus far, no one has pharmacists or doctors to answer user's questions but plans are in the works for such a service. There is no "in-store assistance" with current existing on-line services. GlobalNetCare will make recommendations based on a 4 personalized care approach for the products that each user should obtain for their specific health concerns. This complementary approach to healthcare and pharmacy is new on the Internet. 1.11 Current or Proposed Government Regulation ----------------------------------------- The Company is aware that U.S. Congress is currently considering proposed legislation that would establish a new federal standard for protection and use of health information. In addition, there are laws of other countries which govern the use of and disclosure of health information. The Company is constantly monitoring changes in laws that may affect their operations but any new laws or changes in current laws may necessitate costly adaptations to the Company's systems and may necessitate a change in the way the Company's business operates. Existing U.S. legislation in relation to privacy of patient information is a patchwork of federal and state legislation. Most of these laws predate the Internet and therefore do not specifically address online activities. However, the U.S. Congress is currently considering several bills that would amend or replace this existing legislation. The Data Privacy Act of 1997 provides for the establishment of a computer interactive services industry working group which shall establish voluntary guidelines: (a) limiting the collection and use, for commercial marketing, of personal information obtained from individuals through any interactive computer service; (b) relating to the distribution of unsolicited commercial electronic mail; and (c) providing incentives for following such guidelines. The Data Privacy Act of 1997 will prohibit activities including the commercial marketing use of any personal health and medical information obtained through an interactive computer service unless: (a) the person has obtained prior consent of the individual to whom such information relates for such use; or (b) such use is otherwise authorized by law. The Patient Protection Act, Managed Care Reform Act of 1999, Patients Bill of Rights Act of 1999, Medical Information Protection and Research Enhancement Act of 1999, Medical Information Protection Act of 1999, and Healthcare Personal Information Nondisclosure Act of 1999 are some of the acts that include provisions relating to the protection of patient information. The Patient Protection Act is particularly relevant as it proposes to amend the Social Security Act, which provides the current regulations in relation to maintaining the confidentiality of medical information. It imposes disclosure requirements on health care providers, who maintain protected health information, to provide in writing notice of the person's protected health information confidentiality practices. In addition, the legislation prohibits any health care provider as part of conducting health care operations from selling or bartering protected health information. None of these bills have been passed by Congress and accordingly none have become law. Both the Canadian Medical Association and the American Medical Association have guidelines in place relating to the confidentiality and privacy of patient information. In 1998, the Canadian Medical Association approved the Health Information Privacy Code, providing for minimum requirements to protect patient privacy and for the security and confidentiality of patients' heath information. This Code recognizes a patients right to privacy and imposes a duty upon physicians and other health professionals to maintain the confidentiality of patient information unless the patient authorizes a release of the information. Overall the Code restricts the collection of patient information to that information necessary for the benefit of the patient. The American Medical Association has similar guidelines and regulations. Each state in the United States imposes restrictions on the ability of persons and corporations to practice medicine. The laws in some states prohibit some business entities, such as the Company, from practising medicine. These laws generally prohibit the Company from employing physicians to practice medicine or from directly furnishing medical care to patients. Each state requires licensure for the practice of medicine within that state, and some states consider the receipt of an electronic transmission of selected healthcare information in that state to be the practice of medicine. These laws restrict the Company's activities and the extent to which it can provide medical advice to its members. The Company has tried to ensure that its users are clearly informed that the Company's services are used as complementary to and not in substitution for medical advice, much like a radio or television medical show or a medical column in the print media. With respect to potential medical malpractice claims, the Company is subject to the general laws of negligence in both the United States and Canada. The Canadian Medical Protective Association provides assistance to its doctor members for legal issues which arise out of their professional duties conducted in Canada. Accordingly, if any medical advice is given to a user resident in Canada, then the doctor will receive the protection offered by the Canadian Medical Protective Association so long as that doctor is a member of the association. That protection includes legal assistance in the defence of any lawsuit, advice and legal assistance in connection with any coroner's inquests and similar inquiries, advice and legal assistance in compliance, discipline and fitness to practice proceedings, advice and legal assistance in relation to hospital matters threatening the loss of a staff appointment or practice privileges, advice and legal assistance in relation to inquiries by or on behalf of a provincial billing authority, and other related issues. The Company requires that all doctors who perform online consultations are members of the Canadian Medical Protective Association. To minimize the exposure of advice rendered by doctors to users outside of Canada, the Company has obtained an insurance policy which covers claims made by users resident in Canada, the United States (and its territories and possessions) and Puerto Rico. The insurance policy is attached as an exhibit hereto. 1.12 Research and Development ------------------------ The Company estimates that it has spent $600,000 to date on the research and development of its website. This includes development of its proprietary "expert software system - the Pythian System". The GlobalNetCare Internet Medical Expert System (the "IMES") is the intelligent component of the Company's health centers on its Internet site. The primary function of the Company's IMES is to create a user's virtual medical file, and its ultimate objective is to use the user's virtual medical file, process the information in the inference engine and provide a medical diagnosis and a risk assessment of the user in question. The IMES is based on an inference engine that uses information in its database or supplied by the user to generate new information. The IMES arrives at a "diagnosis" as imputed by GlobalNetCare's medical teams, based on the user's responses to questions posed. In addition, treatment suggestions are provided on the same basis. The medical teams will need to frequently update the responses to be provided by the IMES. 1.13 Intellectual Property --------------------- The Company has applied for trademark protection in Canada and the United States for "GlobalNetCare". The Company has secured the registration of the domain name "Globalnetcare.com" with Network Solutions, Inc. (Internet). 1.14 Employees --------- As of July 30, 1999, the Company had approximately 23 full-time employees, and 30 consultants. The employees include five in administration, ten computer programmers and graphic artists and eight medical writers. The consultants include 21 physicians, two medical writers, four finance consultants and an exercise physiologist. 5 1.15 Reports to Security Holders --------------------------- Under Florida law, the Company is not required to deliver an annual report to its shareholders but does intend to voluntarily send an annual report including its audited financial statements. 1.16 Securities and Exchange Commission's Public Reference ----------------------------------------------------- Any member of the public may read and copy any materials filed by the Company with the Securities and Exchange Commission (the "SEC") at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 1.17 Risk Factors ------------ Much of the information included in this Registration Statement includes or is based upon estimates, projections or other "forward-looking statements". Such forward looking statements include any projections or estimates made by the Company and its management in connection with its business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect the Company's current judgment regarding the direction of its business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements. Such estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. The Company cautions the readers that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". Readers should carefully consider the following factors in evaluating the Company, its business and any investment in the Company. 1.18 "Penny Stock" Rules - --------------------------- The Company's common shares are subject to rules promulgated by the SEC relating to "penny stocks," which apply to companies whose shares are not traded on a national stock exchange or on the NASDAQ system, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the SEC. These rules require brokers who sell "penny stocks" to persons other than established customers and "accredited investors" to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in the such penny stocks. These rules may discourage or restrict the ability of brokers to sell the Company's common shares and may affect the secondary market for the Company's common shares. These rules could also hamper the Company's ability to raise funds in the primary market for the Company's common shares. 1.19 Limited Operating History ------------------------- The Company initiated its operations in January, 1999. As a result, it only has a limited operating history on which one can base an evaluation of its business and prospects. The Company's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development, particularly companies in new and rapidly evolving markets like the one faced by the Company. Some of these risks and uncertainties relate to the Company's ability to attract and maintain a large base of users, develop and introduce desirable services and original content to members and users, establish and maintain strategic alliances with pharmaceutical, medical and technical supply companies, establish and maintain relationships with highly qualified and respected doctors, establish and maintain relationships with advertisers and advertising agencies, respond effectively to competitive and technological developments, and build an infrastructure to support the Company's business. The Company cannot be sure that it will be successful in addressing these risks and uncertainties and its failure to do so could have a material adverse effect on its financial condition. 1.20 History of Losses ----------------- The Company has not achieved profitability and expects to continue to incur net losses for the foreseeable future and may never become profitable. The Company has incurred net losses of 6 approximately $60,925 during the period from the Company's reinstatement on July 21, 1998 through December 31, 1998. The Company's ability to generate significant revenues is uncertain. As its business evolves, the Company expects to introduce a number of new products and services. With respect to both current and future product and service offerings, the Company expects to significantly increase its marketing and operating expenses in an effort to increase its customer base, enhance its brand image and support its infrastructure. In order for the Company to make a profit, its revenues will need to increase significantly to cover these and other future costs. Even if it becomes profitable, the Company may not sustain or increase its profits on a quarterly or annual basis in the future. 1.21 Need for Additional Financing ----------------------------- Based on its current operating plan, the Company anticipates that it will require additional financing of approximately $1,000,000 by the end of October, 1999 in order to finance the increased promotion and marketing of its website. In addition, the Company anticipates that by the end of 1999 it will require additional financing of approximately $3,000,000 to further develop and expand its website. After that time, the Company may need additional capital or the Company may need to raise additional capital sooner to fund more rapid expansion, to develop new or enhanced services or to respond to competitive pressures. The Company's ability to continue in business depends upon its continued ability to obtain financing. There can be no assurance that any such financing would be available upon terms and conditions acceptable to the Company, if at all. The inability to obtain additional financing in a sufficient amount when needed and upon acceptable terms and conditions could have a material adverse effect upon the Company. Although the Company believes that it can raise financing sufficient to meet its immediate needs, it will require funds to finance its development and marketing activities in the future. There can be no assurance that such funds will be available or available on terms satisfactory to the Company. If additional funds are raised by issuing equity securities, further dilution to existing or future stockholders is likely to result. If adequate funds are not available on acceptable terms when needed, the Company may be required to delay, scale- back or eliminate its promotional and marketing campaign or its development programs. Inadequate funding also could impair the Company's ability to compete in the marketplace and could result in its dissolution. 1.22 Marketing --------- The Company has not incurred significant advertising, sales and marketing expenses to date. To increase awareness for its website, the Company expects to spend significantly on advertising, sales and marketing in the future. If the Company's marketing strategy is unsuccessful, it may not be able to recover these expenses or increase its revenues. The Company will be required to develop a marketing and sales campaign that will effectively demonstrate the advantages of its website, services and products. The Company's marketing and selling experience of its website to date is very limited. The Company may also elect to enter into agreements or relationships with third parties regarding the promotion or marketing of its website, products and services. There can be no assurance that the Company will be able to establish adequate sales and marketing capabilities, that it will be able to enter into marketing agreements or relationships with third parties on financially acceptable terms or that any third parties with whom it enters into such arrangements will be successful in marketing and promoting the Company's website, products and services. 1.23 Acceptance of the Company and GlobalNetCare.com ----------------------------------------------- The Company's success is dependent upon achieving significant market acceptance of its website, products and services by physicians, healthcare professionals and internet consumers. It cannot guarantee that medical professionals or internet consumers will accept GlobalNetCare.com, or even the Internet, as a replacement for traditional sources of healthcare information. Market acceptance of GlobalNetCare.com depends upon continued growth in the use of the Internet generally and, in particular, as a source of healthcare information services for medical professionals and consumers. The Internet may not prove to be a viable channel for these services because of inadequate development of necessary infrastructure, such as reliable network backbones, or complimentary services, such as high-speed modems and security procedures for the transmission of confidential and private healthcare information, the implementation of competitive technologies, government regulation or other reasons. Failure to achieve and maintain market acceptance of GlobalNetCare.com would seriously harm the Company's business. Acceptance of GlobalNetCare.com depends on the success of its advertising, promotional and marketing efforts and the ability to continue to provide high-quality information to its users of its website. To date, the Company has not spent a considerable amount on marketing and promotional efforts. To increase awareness of its website, the Company expects to spend a significant amount on promotion, marketing and advertising in the future. If these expenses fail to develop an awareness of GlobalNetCare.com, these expenses may never be recovered and the Company may never be able to generate future revenues. In addition, even if awareness of GlobalNetCare increases, the Company may not be able to increase or maintain the number of members of GlobalNetCare.com. 1.24 Generating Revenues from Advertising and Alliances -------------------------------------------------- The Company's future success depends on an increase in the use of the Internet as an advertising medium. The Company plans to derive a substantial amount of its revenues from the sale of advertisements and sponsorships on its website. Advertising on the Internet is new and rapidly evolving and cannot yet be compared with the traditional advertising market to gauge its effectiveness. As a result, there is significant uncertainty about the demand and market acceptance for Internet advertising. The Company cannot predict how its potential advertising customers and sponsors will ultimately react to Internet advertising and sponsorship as compared to traditional advertising media and sponsorship opportunities. This makes it difficult to project the Company's future advertising and sponsorship rates and revenues. In addition, widespread adoption or increased use by Internet users of "filter" software programs that allow them to limit or remove advertising from their desktops or the adoption of this type of software by Internet access providers could have a material adverse effect on the viability of advertising on the Internet and on the Company's ability to generate revenues. If the market for Internet advertising and sponsorships fails to develop or develops more slowly than expected, the Company may not be able to generate the revenues required to continue its operations or to become profitable. 1.25 Reliance upon Technology and Computer Systems --------------------------------------------- The markets in which the Company compete are characterized by rapidly changing technology, evolving technological standards in the industry, frequent new websites, services and products and changing consumer demands. The Company's future success will depend on its ability to adapt to these changes and to continuously improve the performance, features and reliability of its service in response to competitive services and products and the evolving demands of the marketplace, which it may not be able to do. In addition, the widespread adoption of new Internet, networking or telecommunications technologies or other technological changes could require the Company to incur substantial expenditures to modify or adapt its services or infrastructure, which might impact its ability to become or remain profitable. 7 The Company's website utilizes sophisticated and specialized network and computer technology. The Company anticipates that it will be necessary to continue to invest in and develop new and enhanced technology on a timely basis to maintain its competitiveness. Significant capital expenditures may be required to keep its technology up to date. Investments in technology and future investments in upgrades and enhancements to software for such technology may not necessarily maintain the Company's competitiveness. The Company's business is highly dependent upon its computer and software systems, and the temporary or permanent loss of such equipment or systems, through casualty, operating malfunction or otherwise, could have a material adverse effect upon the Company. If the Company cannot operate its website 24 hours a day seven days per week with limited interruptions, its business may be seriously harmed. The Company's website may be required to accommodate a high volume of traffic and deliver frequently updated information. The Company's website may experience slower response times or system failures due to increased traffic on its website or on the internet. The website users and members depend on Internet service providers and other website operators for access to the Company's website. These providers and operators have experienced significant outages in the past and there can be no assurance that such outages or other problems will not occur in the future. Any interruptions in the operation of the Company's website however caused could cause a material adverse effect upon the Company. 1.26 Competition ----------- The Company competes with companies providing or maintaining online services or websites targeted to doctors and the healthcare industry, companies providing or maintaining online general healthcare information and related services, companies providing or maintaining public sector and non-profit websites that contain healthcare information and services, companies providing or maintaining websearch services particularly geared to medical and healthcare websites, and publishers and distributors of traditional media targeted to doctors and the healthcare industry. Competition for users, members and advertisers, as well as general competition in the electronic commerce market, is intense and is expected to increase significantly. Many of the Company's competitors are substantially larger than the Company and have significantly greater financial resources and marketing capabilities than the Company, together with better name recognition. It is also possible that new competitors may emerge and acquire significant market share. Competitors with superior resources and capabilities may be able to utilize such advantages to market their website, products and services better, faster and/or cheaper than the Company. Increased competition is likely to result in reduced gross margins and loss of market share, either of which could have a material adverse effect upon the Company's business, results of operations and financial condition. In addition, there can be no assurance that the Company will be able to compete successfully against its present or future competitors. The Company's ability to compete successfully will require it to develop and maintain a technologically advanced website and to provide superior products and services, attract and retain highly qualified personnel and obtain a significant customer base. There can be no assurance that the Company will be able to achieve these objectives. Failure to do so would have a material adverse effect on its business, operating results and financial condition. Furthermore, the Company's website and products and services will compete directly with other existing and subsequently developed products using competing technologies. There can be no assurance that the Company's competitors will not succeed in developing or marketing technologies, websites, services and products that are more effective and commercially desirable than those developed or marketed by the Company or that would render the Company's website, products and services non-competitive. Failure of the Company's website, products and services to compete successfully with websites, products and services using competing technologies will have a material adverse effect on the Company's business, operating results and financial condition. The market for Internet content, products, services and advertising is new, rapidly evolving and intensely competitive. The Company currently competes, or potentially competes, with many providers of website content, information services and products, as well as traditional media and promotional efforts, for audience attention and advertising and sponsorship expenditures. It expects competition to intensify in the future. Barriers to entry are not significant, and current and new competitors may be able to launch new websites at a relatively low cost. Competition for members, users and advertisers, as well as competition in the electronic commerce market, is intense and is expected to increase significantly. 8 1.27 Limited Protection for Intellectual Property -------------------------------------------- While the Company is investigating the possibilities of patent, copyright and trademark registration and protection for its intellectual property, no such protection has yet been applied for (except for a trademark registration of the name "GlobalNetCare") or granted. There is no assurance that such registration or protection will be available, and therefore the Company may have little or no protection for its intellectual property assets, comprising the main business assets of the Company. The Company's Pythian system and its other intellectual property is important to the Company's continued operations and success. The Company's efforts to protect this intellectual property may not be adequate. Unauthorized parties may infringe upon or misappropriate its Pythian system or other proprietary medical information. In the future, litigation may be necessary to protect and enforce the Company's intellectual property rights or to determine the validity and scope of its intellectual property, which could be time consuming and costly. The Company could also be subject to intellectual property infringement claims as the numbers of competitors grows. These claims, even if not meritorious, could be expensive and divert the Company's attention from its continued operations. If the Company becomes liable to any third parties for such claims, it could be required to pay a substantial damage award or to develop comparable non-infringing intellectual property and systems. 1.28 Uncertain Ability to Manage Growth ---------------------------------- The Company's ability to achieve its planned growth is dependent upon a number of factors including, but not limited to, its ability to hire, train and assimilate management and other employees, the adequacy of the Company's financial resources, the Company's ability to identify and efficiently provide and perform such new products and services as the Company's customers may require in the future and its ability to adapt its systems to accommodate its expanded operations. In addition, there can be no assurance that the Company will be able to achieve its planned expansion or that it will be able to manage successfully such expanded operations. Failure to manage anticipated growth effectively and efficiently could have a material adverse effect on the Company. 1.29 Dependence Upon Key Personnel ----------------------------- The Company's key personnel include Dr. George Tsoukas, Dr. Chris Kokkalis and Dr. David Mulder. Dr. Tsoukas is considered to be a key employee because of his expertise in connection with the development of the Pythian system and because of his network of personal contacts in the medical profession. Dr. Kokkalis is considered a key employee because of his computer and internet expertise. Dr. Mulder is considered to be a key person because of his extensive expertise and his network of personal contacts within the medical profession. The Company's success is substantially dependent on its ability to retain and motivate its senior management and other key employees and its ability to identify, attract, hire, retain and motivate other highly qualified and respected doctors, which supply, update and maintain all of the original content contained on the Company's website. The loss of the services of any of the above persons and other key employees, for any reason, may have a materially adverse effect on the prospects of the Company. Although the Company believes that the loss of any of its management or other key employees (apart from those indicated above) will not have a material adverse impact upon the Company, there can be no assurance in this regard, nor any assurance that the Company will be able to find suitable replacements. Furthermore, the Company does not maintain "key man" life insurance on the lives of any of its management or other key employees of the Company. To the extent that the services of any key employee of the Company become unavailable, the Company will be required to retain other qualified persons; however, there can be no assurance that it will be able to employ qualified persons upon acceptable terms. 1.30 Original Content from Medical Experts ------------------------------------- GlobalNetCare.com includes original content created for the Company by expert medical professionals. The Company depends on individual doctors and doctors teams to provide the original content for its website. The Company has a limited number of relationships with such doctors and teams and is significantly relying on managements' personal contacts to maintain its existing relationships and to develop new relationships. The Company's success depends significantly on its ability to maintain these existing relationships with these content providers, to build new relationships with other content providers and to continue to obtain original content from medical experts. The Company's relationships with expert medical professionals who provide it with a majority of its original proprietary content are generally short-term and project-based. The Company cannot assure that it will be able to maintain such relationships and obtain such information. 1.31 Government Regulation --------------------- U.S. Congress currently is considering proposed legislation that would establish a new federal standard for protection and use of health information. In addition, the laws of other countries 9 also govern the use of and disclosure of health information. The Company cannot assure that its systems for safeguarding patient health information from unauthorized disclosure or use will preclude successful claims against it for violation of applicable law. The Company also cannot assure that other third-party sites that consumers access through GlobalNetCare.com will maintain systems to safeguard this health information. In addition, future laws or changes in current laws may necessitate costly adaptations to the Company's systems. If the Company fails to comply with current or future laws, it could have a material adverse effect upon the Company's operations. Each state in the United States imposes restrictions on the ability of persons and corporations to practice medicine. Any finding in a state that the Company is not in compliance with its laws could require the Company to restructure its services, which could adversely affect its business. The laws in some states prohibit some business entities, such as the Company, from practising medicine. These laws generally prohibit us from employing physicians to practice medicine or from directly furnishing medical care to patients. Each state requires licensure for the practice of medicine within that state, and some states consider the receipt of an electronic transmission of selected healthcare information in that state to be the practice of medicine. These laws restrict the Company's activities and the extent to which it can provide medical advice to its members. If challenged, the Company cannot assure that its activities would be found to be in compliance with such laws. Any new law or regulation pertaining to the Internet, or the application or interpretation of existing laws, could decrease demand for the Company's website and services, increase its cost of doing business or otherwise have a material adverse effect on its success and continued operations. Laws and regulations may be adopted in the future that address Internet-related issues, including online content, user privacy, pricing and quality of products and services. Because the growing popularity and use of the Internet has burdened the existing telecommunications infrastructure in many areas, local exchange carriers have petitioned the FCC to regulate Internet service providers in a manner similar to long distance telephone carriers and to impose access fees on the Internet service providers. The Company cannot guarantee that the United States, Canada or foreign nations will not adopt legislation aimed at protecting Internet users' privacy. Any such legislation could negatively affect the Company's business. Moreover, it may take years to determine the extent to which existing laws governing issues like property ownership, libel, negligence and personal privacy are applicable to the Internet. 1.32 Medical Malpractice Risks ------------------------- The information provided by the Company is intended to be in addition to, and not in substitution for, medical advice from a user's own physician. However, medical advice will be dispensed over the Internet both directly by doctors and indirectly by the Company's Pythian System. The Company is attempting to obtain insurance which would cover risks associated with negligence or faulty medical advice, but such insurance may not be available or may not be sufficient to cover all potential risks. Damage awards in medical malpractice suits can be very high, potentially creating a financial burden that the Company could not withstand if such a suit were successful and not fully covered by insurance. 1.33 Year 2000 --------- The year 2000 poses potential problems to computer programs that have been written using two digits rather than four to define the applicable year. Computer programs of the Company, its suppliers or customers that have date- sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in system failures or miscalculations causing disruptions of operations including, among other things, a temporary inability to process transactions, send invoices, or engage in similar normal business activities. The failure of the Company's internal systems or material third party systems to be year 2000 compliant could significantly harm the Company's business. The Company may be affected by year 2000 issues related to non-compliant computer or other systems operated by the Company or other third parties. As a result, the Company and its service providers could suffer a significant number of business disruptions and inefficiencies that may divert the Company's attention, financial and human resources from its ordinary business activities. In addition, the Company cannot be certain that governmental agencies, utility companies, internet service providers and other third-party service providers will be year 2000 compliant, even though they have assured the Company of such compliance. The failure by these entities to be year 2000 compliant could result in a systematic failure that could also prevent the Company from delivering its services to its users, decrease the use of the Internet or prevent users from accessing the Company's website which would affect the Company's revenues and continued operations. The Company has purchased its computer equipment during the last 8 months and its software has been acquired by large software companies who have assured the Company of their year 2000 compliance. The Company has tested the BIOS (basic input / output system) of its computers and determined that all were year 2000 compliant. The Company was required to add a software update (Services Packs 4 and 5) to its operating system (NT4 Enterprise) to ensure year 2000 compliance and in order to obtain the manufacturer's (Microsoft) assurance of year 2000 compliance. The Company successfully tested its computer system for year 2000 compliance by changing the date from December 31, 1999 to January 1st , 2000, and the leap years up to 2010. However, the Company could experience problems associated with year 2000 issues if its suppliers are adversely affected. For example, year 2000 problems could involve a lack of electrical power for many weeks or the interruption of the Company's internet service. Hydro Quebec has confirmed in the newspapers that they are year 2000 compliant. Securenet, the Company's internet service provider and server farm, has advised the Company that its operations are year 2000 compliant and that their internet connection lines are redundant to ensure uninterrupted service. Securenet has further advised that the building where Securenet is located has successfully conducted all tests required to determine that it is year 2000 compliant. In addition, Securenet has advised the Company that the building is equipped with emergency generators in the event that there is an interruption in the electrical service. The Company's hardware provider has assured the Company that it is year 2000 compliant and will be able to continue its services. The Company has been advised by the building owner that its offices are year 2000 compliant and that all building services will be available during that time. The Company's system administrators are constantly monitoring the Company's computer system to ensure its year 2000 compliance. ITEM 2. PLAN OF OPERATION ----------------- Health research on the Internet (e-Health) is expected to attract substantial users for such information. GlobalNetCare intends to use its unique Medical Expert System in order to become an important player in e-Health commerce. The IMES is a unique interactive system designed to serve both healthcare and individuals. The system uses easy to comprehend questions and answers similar to a real patient and doctor interview. It gathers information on the health status of the patient, which in turn allows for individualized advice for that specific person. Fully deployed, the service is composed of multiple "virtual medical centers" to deal with specific health issues on a continual basis. There are currently three operational virtual medical centers: Hypertension, Breast Disease, and Osteoporosis. New centers will follow at regular intervals, as little as every few weeks. The purpose of the expert software system is to navigate users through medical topics with pertinent questions in order to create a virtual medical file for each user/member. The Company expects to have seven Virtual Medical Centers operational by the Fall of 1999. 10 The Company has a solid foundation of doctors who for operational purposes fall into the following categories: (a) Doctor Manager Each of the Company's Virtual Medical Centers is managed by a well -known and in some cases internationally acclaimed physician or surgeon who is responsible for the medical aspect of the creation and maintenance of each such center. (b) Doctor Consultant Each of the Company's Virtual Medical Centers has up to 6 specialists who are on call to respond to requests for doctor consultations made by users of its website. The Company intends to enter into a revenue sharing program with the consultant doctors for all fee-based doctor consultations. The doctors will receive 70% of the net consultation revenue received from users of the Company's website. (c) Online Doctors The Company has six physicians (general practitioners), who are to go online in fall 1999. Physicians will answer short questions online. These physicians will refer users to specialists where appropriate. (d) Doctors on the Directory The Company is currently accepting applications for doctors to have their name listed in the Company's Doctor Directory. Each doctor will pay a fee (currently set at $100.00) to be listed in the Doctor Directory and will receive a webpage, link or lead service and other membership services on a month by month basis. The Company anticipates that this service will be available to users by the first quarter of 2000. Once the Doctor Directory service is available to users, the Doctor Directory will disclose that the participating doctors have paid a fee of $100 to be listed in the Doctor Directory. The GlobalNetCare Pharmacy (med-store) will operate through strategic alliances with existing on-line pharmacies. The Company anticipates that it will offer product descriptions beginning in September 1999, with e-commerce and transactions capability scheduled for completion in January, 2000. The Company is also in the process of forming certain alliances with pharmaceutical, medical and technical supply companies and anticipates that it will also generate revenue within the Pharmacy by selling banner advertising, through product sponsorship agreements, and by taking commission on pharmacy products sold on-line through the Company's website. In this regard, the Company's website will offer a portal to other on-line pharmaceutical providers, who will handle all administration and shipping. The Company has joined Amazon.com's Associate Program. As an Amazon.com Associate, the Company is permitted to use the Amazon.com logo as a link to the Amazon.com website, place an Amazon.com search box on the GlobalNetCare website or even list particular books, CDs, videos or any other products sold by Amazon.com on the Company's website. The Company is entitled to earn between 5% and 15% on every product sold as a result of the Company's link or reference to Amazon.com. On a weekly basis, Amazon.com will provide a report detailing the results and the referral fees earned and at the end of each quarter, Amazon.com will provide a check representing the referral fees earned. The agreement does not have a termination or ending date but either party has the ability to terminate the agreement. On May 26, 1999, Amazon.com tentatively approved the contract with the Company with final approval being subject to approval of the link created by the Company on its website. The Company anticipates establishing the link to the Amazon.com website by the end of October, 1999. Since the agreement is executed in electronic form, the terms of the agreement are attached as an exhibit to this registration statement. The Company intends to implement a Scientific Advisory Committee, a Medical Policy Committee and an Ethics Committee. The Scientific Advisory Committee will consist of highly qualified and well respected medical doctors who will represent each of the Virtual Medical Centers and the teleconference project. The members of this committee will advise the Board of Directors on the progress and future plans of the Virtual Medical Centers and consult with other doctors and surgeons with future projects. The Medical Policy Committee will review the information in each of the Virtual Medical Centers. The Ethics Committee will set the policies and ethical guidelines for the information in the Virtual Medical Centers, the teleconference project and the Doctor Consultations. These three committees have not been created yet but the Company anticipates creating these committees by the end of December, 1999. The Company also intends to implement a video teleconferencing project and a distance based training project. The teleconference project is a project where a team of medical specialists will operate a video teleconference over the Internet for the purpose of providing specialized diagnosis and treatment services in connection with various medical and health issues. The distance based training project is a project geared to train healthcare professionals on innovative and traditional diagnostic and therapeutic techniques initially for breast disease and then for other medical issues. The training will consist of online discussions, text, and question and answer sections. The Company anticipates that both of these projects will be operational by December 31, 1999. The Virtual Surgical Center is under development and the Company anticipates that this service will be operational by the first quarter of 2000. This entails establishing a secure internet link between surgical machines located at distances. One machine will be operated by a surgeon and the other machine will be carrying out the surgeon's movements on the patient. 11 Although GlobalNetCare.com was operational in July 1999, the official launch of the website is scheduled for September 1999. The Company intends to hire eight sales and marketing managers that will be responsible for various advertising, marketing and promotion of the Company and its website. The Company has budgeted expenditures of $650,000 on Internet advertising and $1,400,000 on print advertising for the period September 1, 1999 to August 31, 2000. The print advertising will include advertisements in a variety of major publications to announce the official launch of the website. Other promotional activities include attendances at various health and medical tradeshows and conferences. The Company's cash requirements for the 12 months ending August 31, 2000 are estimated at $6,180,000. The budgeted expenditures of $6,180,000 consist of $1,400,000 for print advertising, $650,000 for Internet advertising, $280,000 for promotions, $700,000 for hardware, software and facilities, $2,150,000 on employee salaries, contract salaries and consulting fees and $1,000,000 for fees in connection with doctor consultations. The cash requirements of $6,180,000 are based on the Company's estimates for operational costs in the 12 months ended August 31, 2000. At the present time, the Company intends to meet all cash requirements by conducting private placements of its common shares. The Company anticipates that it attain its revenue target of $1,300,000 before operating costs in the year ending August 31, 2000. The Company anticipates that its revenue target of $1,300,000 will be comprised of revenue of $150,000 from the Doctor Directory, revenue of $90,000 from website banner advertising, and revenue of $1,060,000 from alliance revenue. Currently, the Company does not charge doctors to be listed in the Doctor Directory but once it has collected a sufficient number of doctors (approximately 500) to actively advertise and promote this service to other doctors, the Company will charge doctors $100 to be added to the Doctor Directory. The Company has projected that the Doctor Directory will have 1,500 doctors listed. The Company has assumed that 500 listed doctors in the Doctor Directory will be sufficient to allow it to actively promote and advertise the Doctor Directory. The Company anticipates that it will have five alliances with pharmaceutical, medical and technical supply companies, each of which will generate approximately $200,000 in revenue for the Company. The revenue will be generated from banner advertising within the website Pharmacy, from product sponsorship agreements and by taking a commission on pharmacy products sold through the Company's website. This revenue projection is based on the assumption that the Company will have its e-commerce transaction processing services in place by January, 2000. The Company is planning to sell banner advertising on all parts of its website. There will be several banner advertisements on many pages of the website including both large and small banner ads. Although the revenue generated from the banner advertising is related to the number of links that the banner advertiser receives from the advertisement on the Company's website, the Company anticipates that it will have five companies with large banner ads each generating revenue of approximately $10,000 and 15 companies with small banner ads each generating revenue of approximately $2,500. The ability to attract such companies is dependent on the assumption that the Company's website will have a sufficient number of users and hits to attract such banner advertisers. For the year ended August 31, 2000, the Company has projected a net loss of approximately $4,880,000. The above projected revenues and losses are only estimates by the Company and its management and readers or shareholders should not place undue weight on such revenue or loss projections. The Company expects to spend approximately $700,000 between September 1, 1999 and August 31, 2000 for hardware, software and facilities. The Company intends to hire the following executive employees over the next twelve months: one CFO, one Vice-President Sales & Marketing, one Executive Assistant, one Network Engineer, and one Systems Analyst. ITEM 3. DESCRIPTION OF PROPERTY ----------------------- The Company's principal executive and administrative offices are located at Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3. The Company leases this 5,948 square foot facility for term ending June 14, 2002 at a rental of approximately CDN$3,965 (approximately $2,640) per month plus a pro-rated proportion of various operating expenses, utilities, real estate, business and water taxes. This facility consists of the Company's office and administration area and houses all of the Company's operations. ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT -------------------------------------------------------------- 4.1 Beneficial Ownership -------------------- As used in this section, the term "beneficial ownership" with respect to a security is defined by Regulation 228.403 under the Securities Exchange Act of 1934, as amended, as consisting of:(1) any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power (which includes the power to vote, or to direct the voting of such security) or investment power (which includes the power to dispose, or to direct the disposition of, such security); and (2) any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of such beneficial ownership. 12 Each person has sole voting and investment power with respect to the common shares, except as otherwise indicated. Beneficial ownership consists of a direct interest in the common shares, except as otherwise indicated. As of July 30, 1999, the Company had a total of 13,297,471 common shares ($0.001 par value per common share) issued and outstanding. On July 21, 1998, the Company filed restated Articles of Incorporation which increased its authorized capital from 1,000 common shares to 50,000,000 common shares, changed the par value of its common shares from $1.00 to $0.001 and also effected a forward split its common stock 1,000 to 1. As of July 30, 1999, no person known to the Company was the beneficial owner of more than five percent (5%) of the outstanding common shares of the Company except the following:
Name and Address of Beneficial Amount and Nature of Owner Beneficial Ownership Percentage of Class(1) - ------------------------------ -------------------- ---------------------- Galton Finance Limited 900,000 6.8% 8 Chemin Surville, 1213 Petit- Lawcy, Geneva, Switzerland Garwood Overseas Limited 1,000,000 7.5% P.O. Box 2588, 843 Finchley Road London, England NW11 8NQ Norset Holdings Limited 1,000,000 7.5% Suite 24, Watergardens Block 6 P.O. Box 629, Gibraltar Pierce Consultants Company Limited 900,000 6.8% 6 Place Chevelu, 1201 Geneva, Switzerland Cede & Co. 2,081,787 15.6% P.O. Box 222 Bowling Street Station New York, New York 10274 (1) Based on 13,297,471 shares outstanding as of July 30, 1999.
The following table lists, as of July 30, 1999, the number of common shares beneficially owned, and the percentage of the Company's common shares so owned, by each director and by all directors and executive officers as a group. 13
Amount and Nature of Name of Beneficial Owner Beneficial Ownership Percentage of Class(1) - ------------------------ -------------------- ---------------------- Nick Pedafronimos 1,076,000 8.1% Chris Kokkalis 264,000(2) 1.9% Patrick Power 173,000 1.3% David Mulder Nil(3) Nil George Tsoukas 5,000,000 37.6% Directors and Officers as a group 6,522,000 49.0% (1) Based on 13,297,471 shares outstanding as of July 30, 1999 and, as to a specific person, shares issuable pursuant to the conversion or exercise, as the case may be, of currently exercisable or convertible debentures, share purchase warrants and stock options. (2) On March 24, 1999, Chris Kokkalis was granted the option to acquire up to 200,000 shares in the capital of the Company at a price of $3.00 per share. The options vest over time with 40,000 options vesting immediately and 40,000 options vesting on each of March 24, 2000, 2001, 2002 and 2003. No other options have been granted to directors to date. (3) In a letter agreement between the Company and David Mulder dated July 8, 1999, the Company agreed to issue to David Mulder 500,000 shares upon the parties executing a formal agreement and 200,000 shares on July 8, 2000.
4.2 Changes in Control ------------------ The Company is unaware of any contract or other arrangement, the operation of which may at a subsequent date result in a change of control of the Company. ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS ------------------------------------------------------------ The following table and text sets forth the names and ages of all directors, executive officers and significant employees of the Company as of July 30, 1999. All of the directors serve until the next Annual General Meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Subject to any applicable employment agreement, executive officers serve at the discretion of the Board of Directors, and are appointed to serve until the first Board of Directors meeting following the annual meeting of shareholders. Also provided is a brief description of the business experience of each director, executive officer and significant employee during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the federal securities laws. 14 5.1 Directors, executive officers and other significant employees: --------------------------------------------------------------
Date First Position Held with the Elected or Name Company Age Appointed - ----------------- ---------------------- ------ ----------- Nick Pedafronimos Director, Treasurer and 43 November 4, Chief Financial Officer 1998 Chris Kokkalis Director 36 November 10, 1998 Patrick Power Director, President and 37 July 8, 1999 Secretary David Mulder Director 61 July 8, 1999 George Tsoukas Director, Chairman and CEO 57 November 4, 1998
The backgrounds and experience of the Company's directors, executive officers and other significant employees are as follows: Patrick Power Mr. Power has extensive experience in the operation and management of public companies and since November of 1995, has acted as the President and a director for Everest Mines and Minerals. In the past, Mr. Power has obtained considerable experience in marketing and business development by serving as director for numerous public companies including Goldtex Resources (December 1996 to July 1998), Montello Resources Ltd. (November 1993 topresent), Sentinel Resources Ltd. (August 1993 to January 1995), Golden Rainbow Resources Inc. (September 1993 to December 1993) and Calco Resources Ltd. (January 1992 to October 1994). Mr. Power is responsible for the Company's general administration. Mr. Power became involved with the Company through personal contact with Dr. George Tsoukas. Although he does not have any medical or internet experience, Mr. Power has considerable experience with the financing and operation of public companies and was therefore asked to join the Company's Board of Directors. The above public companies that Mr. Power was involved were or are listed on the Vancouver or Alberta Stock Exchange. Nick Pedafronimos In the past, Mr. Pedafronimos has acted as an advisor to management and has been responsible for corporate finance as a director for a number of small publicly trading companies. Since April, 1998, he has been a director of Cantex Mine Development Corp. Mr. Pedafronimos was the founder and a director of Canadian Mountain Minerals (August 1995 to April 1998) and he was the founder and director of Goldtex Resources (June 1995 to April 1998). Mr. Pedafronimos is responsible for the Company's equity financing. Mr. Pedafronomis became involved with the Company through personal contact with Dr. George Tsoukas. Although he does not have any medical or internet experience, he has considerable experience with the financing and operation of public companies and was therefore asked to join the Company's Board of Directors. Chris Kokkalis, Ph.D. Dr. Kokkalis has received his Ph.D. in Computer Science from the Illinois Institute of Technology ("IIT") in 1992. Dr. Kokkalis has extensive international work experience in the field of telecommunications. During the period from 1990 to 1992, Dr. Kokkalis was involved in the design of a goal driven diagnostic artificial intelligence expert system shell. During 1994 to 1996, Dr. Kokkalis independently worked a Compurterized Aid Instruction System designed for tutoring the disabled. Dr. Kokkalis taught undergraduate and graduate courses at Northeastern Illinois University (September 1989 to May 1991), Illinois Institute of Technology (May 1990 to August 1990) and Merrimack College (September 1992 to May 1993). Dr. Kokkalis has presented his expertise in many seminars, internationally. He is a member of the American Computing Machinery Association, International Electrical Electronics Engineering Association, and the European Electronic Messaging Association. Since November 1997, Dr. Kokkalis has been an active director of research and development for Advanced Era of Science, Inc., a company with offices located in Montreal, Quebec, Canada.Mr. Kokkalis is responsible for the Company's website development. George Tsoukas, MD, FRCP(C) Dr. Tsoukas holds a Bachelor of Science (Honours Biochemistry) from McGill University, Montreal, Quebec, and a Medical Degree from McGill Medical School, Montreal, Quebec. He is a certified specialist in internal medicine and endocrinology as certified by the Royal College of Physicians and Surgeons (Canada), Professional Corporation of Physicians (Quebec) and the American Board of Internal Medicine. He has 25 years of experience in health sciences including work in computer related medicine. He is an Associate Physician at McGill University Health Center, an Assistant Professor of Medicine at McGill University, a Fellow of the Royal College of Physicians, and a member of the American Heart Association, the American Society for Bone and Mineral Research, Canadian Medical Association and the Quebec Society of Endocrinologists. He is currently conducting clinical research on metabolic bone diseases. For the past ten years, Dr. Tsoukas was involved in the production of medical CD-ROMs, has wide experience in medical education, and produced and directed a popular television program explaining medical conditions to the public. Dr. Tsoukas is responsible for medical content on the Company's website. David S. Mulder, OC, MD, FRCS(C) FACS Dr. David Mulder, medical doctor (MD), Fellow of the Royal College of Surgeons of Canada (FRCS(C)), Fellow of the American College of Surgeons (FACS), is a highly respected and qualified doctor who obtained the Order of Canada (OC) in 1997 for his contributions to the advancement of medical science. Dr. Mulder has received numerous academic awards, has held numerous professorships and teaching positions at various hospitals and universities around the world (from 1980 to the present) and has been appointed to the committees and boards of various medical associations. Dr. Mulder is world-renowned in the Presently, he is the Chief of Thoracic Surgery and a Surgical Consultant to the Division of Cardiovascular and Thoracic Surgery at the Sir Mortimer B. Davis Jewish General Hospital. He is also the Medical Director at the McGill Sports Medicine Centre. From 1993 to 1998, he was the Chairman of McGill University, Department of Surgery and as well, he held the position of Professor of Surgery, Faculty of Medicine at the McGill Cancer Center. Dr. Mulder was Surgeon-in-Chief and Director of the University Surgical Clinics for twenty-one years. He is now a Senior Reviewer for the American College of Surgeons Committee on Trauma and has been instrumental in training new site reviewers since 1990. Dr. Mulder is a member of the Board of Governors of the American College of Surgeons as a Specialty Society Governor from the Royal College of Physicians and Surgeons of Canada, Chair of the Credentials Committee for the Royal College of Physicians and Surgeons of Canada and is the President-Elect for the U.S. Central Surgical Association. Dr. Mulder was also the first President of the Canadian Association of Thoracic Surgery. The combination of Dr. Mulder's experience, professorships, other teaching positions, and medical association and other professional appointments make him a world-renowned doctor in the fields of cardiovascular and thoracic surgery, surgical intensive care, trauma and sports medicine. There are no arrangements or understandings between any two or more directors or executive officers, pursuant to which he/she was selected to be a director or executive officer, other than the agreement dated July 8, 1999, between the Company and Dr. Mulder, and the agreement dated August 10, 1999, between the Company and Dr. Ronald Denis. Both agreements are attached as exhibits hereto. Pursuant to the agreement with Dr. Mulder, the Company has agreed to issue up to 700,000 common shares in exchange for Dr. Mulder's services. The services include assuming the positions of Chairman of the Medical Policy Committee and Co-Chairman of the teleconference project, developing the Virtual Surgical Center, providing consulting services regarding clinical and surgical care, and other related services. The agreement is attached to this registration statement as an exhibit. In late September, 1999, the Company finalized a five year agreement with Dr. Ronald Denis. Under the agreement, dated August 10, 1999, Dr. Denis is responsible for developing and implementing the Trauma Virtual Medical Center, will assume a position as a member of the Medical Policy Committee and as Co-Chairman of the teleconference project. He will also provide consulting services regarding clinical and surgical care and will assist in the negotiation of certain strategic alliances with pharmaceutical, medical and technical supply companies. The teleconference project is a project where a team of medical specialists will operate a video teleconference over the Internet for the purpose of providing specialized diagnosis and treatment services in connection with various medical and health issues. He has also agreed to assume a position on the board of directors of the Company. He has not yet been appointed to the board of directors. In consideration of the services provided by Dr. Denis, the Company has agreed to issue 480,000 common shares of the Company over a specified time period. The Company will also pay Dr. Denis $3,500 per month for consulting services. The agreement is attached to this registration statement as an exhibit. None of the Company's directors, executive officers, promoters or control persons have been involved in any of the following events during the past five years: 15 1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. ITEM 6 EXECUTIVE COMPENSATION ---------------------- The Company's chief executive officer did not receive any cash or other compensation during the fiscal years ended December 31, 1998, 1997 and 1996. No other executive officer of the Company received annual salary and bonus in excess of $100,000. There were no grants of stock options or stock appreciation rights made during the fiscal year ended December 31, 1998 to the Company's executive officers and directors. There were no stock options outstanding as at December 31, 1998. Since December 31, 1998, the Company granted a total of 200,000 options to its executive officers and directors, at an exercise price of $2.00 per share, which options expire March 24, 2004. See "Item 4 - Security Ownership of Certain Beneficial Owners and Management". To date, the Company has granted 735,000 stock options to employees and consultants, at a price of $2.00 per share expiring March 24, 2004. The Company has no formal plan for compensating its directors for their service in their capacity as directors although such directors have received from time to time and are expected to receive in the future options to purchase common shares as awarded by the Board of Directors or (as to future options) a Compensation Committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors. The Board of Directors may award special remuneration to any director undertaking any special services on behalf of the Company other than services ordinarily required of a director. Other than indicated below, no director received and/or accrued any compensation for his services as a director, including committee participation and/or special assignments. There are no management agreements with any of the Company's directors or executive officers. 16 The Company has agreed to cause 500,000 common shares in the capital of the Company to be issued to Dr. Mulder pursuant to an agreement dated July 8, 1999. An additional 200,000 shares will also be transferred to Dr. Mulder on July 8, 2000. Pursuant to the agreement with Dr. Mulder, the Company has agreed to issue up to 700,000 common shares in exchange for Dr. Mulder's services. The services include assuming the positions of Chairman of the Medical Policy Committee and Co-Chairman of the teleconference project, developing the Virtual Surgical Center, providing consulting services regarding clinical and surgical care, and other related services. In late September, 1999, the Company finalized a five year agreement with Dr. Ronald Denis. Under the agreement, dated August 10, 1999, Dr. Denis is responsible for developing and implementing the Trauma Virtual Medical Center, will assume a position as a member of the Medical Policy Committee and as Co-Chairman of the teleconference project. He will also provide consulting services regarding clinical and surgical care and will assist in the negotiation of certain strategic alliances with pharmaceutical, medical and technical supply companies. The teleconference project is a project where a team of medical specialists will operate a video teleconference over the Internet for the purpose of providing specialized diagnosis and treatment services in connection with various medical and health issues. He has also agreed to assume a position on the board of directors of the Company. He has not yet been appointed to the board of directors. In consideration of the services provided by Dr. Denis, the Company has agreed to issue 480,000 common shares of the Company over a specified time period. The Company will also pay Dr. Denis $3,500 per month for consulting services. The agreement is attached to this registration statement as an exhibit. On September 13, 1999, the Company entered into an agreement with Dr. Fotini Sampalis. Under the Agreement, Dr. Sampalis has agreed to assume the positions of a member of the Scientific Committee, a member of the Committee responsible for the development of the Virtual Surgical Center and the general manager of all Virtual Medical Centers. She will be responsible for maintaining and developing the Virtual Medical Center in connection with breast disease, for overseeing the development of all new Virtual Medical Centers and for developing the distance based training project geared to train healthcare professionals on innovative and traditional diagnostic and therapeutic techniques for breast disease. The training will consist of online discussions, text, and question and answer sections. She will also participate in the development of the Virtual Surgical Center, be responsible for the medical aspects of any research and development proposals for medical and pharmaceutical companies, and assist in the formation of alliances with pharmaceutical, medical and technical supply companies. In exchange for her services, the Company has agreed to pay Dr. Sampalis $500,000 in value of common shares of the Company. The Company will also pay her, as of January 1, 2000, CDN$2,500 per week for 20 hours per week of consulting services. The agreement is attached to this registration statement as an exhibit. Other than as discussed above, the Company has no plans or arrangements in respect of remuneration received or that may be received by executive officers of the Company to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds US$60,000 per executive officer. There are no arrangements or plans in which the Company provides pension, retirement or similar benefits for directors or executive officers. Other than the management agreements and advisory agreements discussed herein, the Company has no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's directors or executive officers, except that stock options have been and may be granted at the discretion of the Board of Directors or a committee thereof. ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ---------------------------------------------- Other than as disclosed above, there have been no transactions, or proposed transactions, which have materially affected or will materially affect the Company in which any director, executive officer, or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest. ITEM 8. LEGAL PROCEEDINGS ----------------- The Company knows of no material, active or pending legal proceedings against it; nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any director, officer of affiliate of the Company, or any registered or beneficial shareholder is an adverse party or has a material interest adverse to the Company. ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS -------------------------------------------------------- The Company's common shares trade in the United States on the National Association of Securities Dealers Over-the-Counter Bulletin Board (the "OTC Bulletin Board") with the symbol "GBCR" and CUSIP# 37937Q-10-2. The table set forth below lists the volume of trading and high and low bid prices on the OTC Bulletin Board for the Company's common shares since December 9, 1998(1). The closing price on July 30, 1999 was US$1.500. 17
Quarter Ended Volume High Low ------------- ------ ---- --- June 30, 1999 1,061,600 3.130 1.500 March 31, 1999 332,900 3.375 2.250 December 9 to 31, 1998 495,400 3.875 2.000 (1) The Company's common shares commenced trading on December 9, 1998. The quotations above reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
The Company's common shares are issued in registered form. Interwest Transfer Co. Inc. (located in Salt Lake City, Utah) is the registrar and transfer agent for the common shares. On July 30, 1999, the shareholders' list for the Company's common shares showed 20 registered shareholders and 13,297,471 shares outstanding. The Company has researched indirect holdings registered to the various depository institutions and stock brokerage firms, and estimates that there were approximately 335 beneficial shareholders at the above date. The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future. Although there are no restrictions that limit the ability to pay dividends on the Company's common shares, the intention of the Company is to retain future earnings for use in its operations and the expansion of its business. ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES --------------------------------------- In the past three years, the Company has sold the following common shares without registering such common shares under the Securities Act of 1933. On November 5, 1998, the Company sold a total of 11,750,000 common shares for total cash consideration of $117,500 to the following persons relying on Rule 504 of Regulation D under the Securities Act of 1933, as amended:
Number of Common Shares Name Consideration ------------- ---- ------------- 1,000,000 Tidal Investments SA $10,000.00 1,000,000 Garwood Overseas Limited $10,000.00 5,000,000 George Tsoukas $50,000.00 100,000 Harvey Lalach $ 1,000.00 400,000 A. Tom Skarpelos $ 4,000.00 650,000 Creekside Investments Ltd. $ 6,500.00 18 200,000 Pat Power $ 2,000.00 200,000 Nick Pedafronimos $ 2,000.00 300,000 Chris Kokkalis $ 3,000.00 900,000 Galton Finance Limited $ 9,000.00 1,000,000 Norset Holding Limited $10,000.00 900,000 Pierce Consultants Company Limited $ 9,000.00 100,000 Jimmy D. Foussekis $ 1,000.00
On December 7, 1998, the Company sold to Vasiliki Kapantais a total of 350,000 common shares for total cash consideration of $210,000 to the following person relying on Rule 504 of Regulation D under the Securities Act of 1933, as amended. The shares issued to Mr. Kapantais were issued at a price of $0.60 per common share, which was the negotiated price between the Company and the investor. The Company's directors determined this was a fair price for the shares at that time considering the status of the Company, the market conditions and the fact that the Company's common shares were not yet quoted on the OTCBB. On February 9, 1999, the Company sold to Vasiliki Kapantais a total of 82,087 common shares for total cash consideration of $236,000 to the following person relying on Rule 504 of Regulation D under the Securities Act of 1933, as amended. This private placement of shares issued to Mr. Kapastais were issued at a price of $2.875 per common share, which was based on the ten day average trading price (for the ten days proceeding the sale) of the stock at that time. On June 25, 1999, the Company sold to Tomlen, a Greek corporation, a total of 115,384 common shares for total cash consideration of $300,000 relying on Rule 504 of Regulation D under the Securities Act of 1933, as amended. The shares issued to Tomlen were issued at a price of $2.60 per common share, which was based on the ten day average trading price (for the ten days proceeding the sale) of the stock at that time. The Company has agreed to pay to Leo Valkanas a finders fee of 24,908 shares which is the equivalent to 7.5% of the gross proceeds of all the above private placements. The shares were issued to Mr. Valkanas for a cash value of $64,738 representing 7.5% of $836,500, the gross proceeds of all the private placements in which Mr. Valkanas was involved. The shares were issued to Mr. Valkanas relying on Regulation S under the Securities Act of 1933, as amended. On July 14, 1999, the Company agreed to issue to Ms. Lowry 35,750 common shares, at a price of $2.80 per common share, in consideration of an exclusive license granted to the Company. The license allows the Company to use certain photographic slide programs regarding food, nutrition and general health on its website. The shares are to be issued pursuant to Rule 504 of Regulation D of the 1933 Act. The shares have not yet been issued. ITEM 11. DESCRIPTION OF SECURITIES ------------------------- The authorized capital of the Company includes: 50,000,000 shares of common stock with par value of $0.001 of which 13,297,471 were issued and outstanding at July 30, 1999. The Company effected a forward split to 1000 to 1 effective July 21, 1998. All of the authorized shares of common stock of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets. Holders of common shares are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders. Holders of common shares are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore. Upon liquidation, dissolution or winding up of the Company, holders of common shares are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities. No common shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds. 19 Provisions as to the modification, amendment or variation of the rights attaching to the common shares or provisions are contained in the Florida Business Corporations Act. The Florida Business Corporations Act requires approval by a simple majority of the Company's shareholders in order to effect any of the following changes: increase or decrease the aggregate number of authorized common shares; effect an exchange or reclassification of all or part of the common shares into share of another class; effect an exchange or reclassification, or create a right of exchange, of all or part of the shares of another class into common shares; change the designation, rights, preferences or limitation of all or part of the common shares; change the number of common shares into a different number of shares of the same class; create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the common shares; increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the common shares; limit or deny an existing preemptive right to fall or part of the common shares; and cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the common shares. The Company's articles and by-laws do not contain any provisions that would delay, defer or prevent a change in control of the Company. ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS ----------------------------------------- The Company's Articles provide that, to the fullest extent permitted by law, no director or officer of the Company shall be personally liable to the Company or its shareholders for damages for breach of any duty owed to the Company or its shareholders. In addition, the Company's Articles authorize the Company to, in its by-laws or in any resolution of its directors or shareholders, undertake to indemnify the officers and directors of the Company against any contingency or peril as may be determined in the best interests of the Company. Further, the Company is authorized by its Articles to purchase and maintain insurance for the benefit of any person who is or was serving as a director, officer, employee or agent of the Company or of any corporation of which the Company is a shareholder, against any liability which may be incurred by him/her in that capacity. The Company maintains liability insurance to cover its directors and officers. 12.1 Indemnification under the Florida Business Corporation Act ---------------------------------------------------------- Under section 607.0850 of the Florida Business Corporation Act, the Company has the power to indemnify: (a) any person who was or is a party to any proceeding (other than an action by, or in the right of, the Company), by reason of the fact that he or she is or was a director, officer, employee, or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; and 20 (b) any person, who was or is a party to any proceeding by or in the right of the Company to procure a judgement in its favour by reason of the fact that the person is or was a director, officer, employee, or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgement of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that a director, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of any proceeding referred to in (a) or (b) above, or in defense of any claim, issue, or matter therein, the Company is required to indemnify him or her against expenses actually and reasonably incurred by him or her in connection with such proceeding. Any indemnification under (a) or (b) above, unless pursuant to a determination by a court, shall be made by the Company only as authorized by its Board of Directors. Regardless of under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee, or agent if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) a violation of the criminal law, unless the director, officer, employee, or agent had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which the director, officer, employee, or agent derived an improper personal benefit; or (c) wilful misconduct or a conscious disregard for the best interests of the Company in a proceeding by or in the right of the Company to procure a judgment in its favour or in a proceeding by or in the right of a shareholder. ITEM 13. FINANCIAL STATEMENTS -------------------- The Company's consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. 21 The consolidated financial statements are attached hereto and found immediately following the text of this Registration Statement. The Auditor's Report of Councilor, Buchanan & Mitchell, P.C., Certified Public Accountants, for the audited consolidated financial statements for the fiscal year ended December 31, 1998 is included herein immediately preceding the audited consolidated financial statements. The Auditor's Report of Barry L. Friedman, P.C., Certified Public Accountant, for the audited consolidated financial statements for the fiscal periods ended July 29, 1998, December 31, 1997 and December 31, 1996 is included herein immediately preceding the audited consolidated financial statements. Audited Consolidated Financial Statements and Financial Statement Schedules by Councilor, Buchanan & Mitchell, P.C.: Auditor's Report, dated June 30, 1999. Consolidated Balance Sheet at December 31, 1998. Consolidated Statements of Operations and Deficit for the Year Ended December 31, 1998. Consolidated Statement of Cash Flows for the Year Ended December 31, 1998. Notes to Consolidated Financial Statements. Audited Consolidated Financial Statements and Financial Statement Schedules by Barry L. Friedman, P.C.: Auditor's Report, dated July 30, 1998. Consolidated Balance Sheet at July 29, 1998, December 31, 1997 and December 31, 1996. Consolidated Statements of Operations and Deficit for the Periods Ended July 29, 1998, December 31, 1997 and December 31, 1996. Consolidated Statement of Cash Flows for the Periods Ended July 29, 1998, December 31, 1997 and December 31, 1996. Notes to Consolidated Financial Statements. Unaudited Interim Consolidated Financial Statements and Financial Statement Schedules: Consolidated Balance Sheet at June 30, 1999. Consolidated Statements of Loss and Deficit for the Six Months Ended June 30, 1999. 22 Consolidated Statements of Changes in Financial Position for the Six Months Ended June 30, 1999. Notes to consolidated Financial Statements. ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE --------------------------------------------------------------- In June, 1999, the Company engaged Councilor, Buchanan & Mitchell, P.C., Certified Public Accountants, to prepare the audited consolidated financial statements for the fiscal year ended December 31, 1998. The Company did not consult Councilor, Buchanan & Mitchell, P.C. regarding the application of accounting principles to any specific completed or contemplated transaction or the type of audit opinion that might be rendered on the Company's financial statements. There were no disagreements with the Company's former auditor, Barry L. Friedman, P.C., regarding any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, or any other matter. ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (a) Financial Statements Filed as Part of the Registration Statement: Audited Consolidated Financial Statements and Financial Statement Schedules by Councilor, Buchanan & Mitchell, P.C.: Auditor's Report, dated June 30, 1999. Consolidated Balance Sheet at December 31, 1998. Consolidated Statements of Operations and Deficit for the Year Ended December 31, 1998. Consolidated Statement of Cash Flows for the Year Ended December 31, 1998. Notes to Consolidated Financial Statements. Audited Consolidated Financial Statements and Financial Statement Schedules by Barry L. Friedman, P.C.: Auditor's Report, dated July 30, 1998. Consolidated Balance Sheet at July 29, 1998, December 31, 1997 and December 31, 1996. Consolidated Statements of Operations and Deficit for the Periods Ended July 29, 1998, December 31, 1997 and December 31, 1996. Consolidated Statement of Cash Flows for the Periods Ended July 29, 1998, December 31, 1997 and December 31, 1996. Notes to Consolidated Financial Statements. Unaudited Interim Consolidated Financial Statements and Financial Statement Schedules: Consolidated Balance Sheet at June 30, 1999. 23 Consolidated Statements of Loss and Deficit for the Six Months Ended June 30, 1999. Consolidated Statements of Changes in Financial Position for the Six Months Ended June 30, 1999. Notes to consolidated Financial Statements. 15.2 Exhibits Required by Item 601 of Regulation S-B ----------------------------------------------- Exhibit Number Description - ------ ----------- (3) Articles of Incorporation and By-laws: 3.1 Articles of Amendments effective January 14, 1999 3.2 Articles of Amendments effective July 21, 1998 3.3 Articles of Incorporation effective October 30, 1980 3.4 By-Laws effective October 30, 1980 (10) Material Contracts 10.1 Sublease between UBS Bank (Canada) and 3423336 Canada Ltd., dated December 1, 1998 10.2 Licensing Agreement between GlobalNetCare, Inc. and Gold Standard Multimedia Inc. 10.3 Internet Site Agreement between GlobalNetCare and Reuters Health Information Inc., dated May 1, 1999 10.4 Associates Agreement between GlobalNetCare and Amazon.com, dated May 26, 1999 10.5 Agreement between GlobalNetCare and Dr. David Mulder, dated July 8, 1999 10.6 Agreement between GlobalNetCare and Eve Lowry, dated July 14, 1999 10.7 Option Agreement between GlobalNetCare and Patrick E. Nicholls, dated March 24, 1999 24 10.8 Option Agreement between GlobalNetCare and Lee Ehler, dated March 24, 1999 10.9 Option Agreement between GlobalNetCare and Rafaat Saade, dated March 24, 1999 10.10 Option Agreement between GlobalNetCare and Dyan Sterling, dated March 24, 1999 10.11 Option Agreement between GlobalNetCare and Alexandra Theodosopoulos, dated March 24, 1999 10.12 Option Agreement between GlobalNetCare and Chariklia Volakakis, dated March 24, 1999 10.13 Option Agreement between GlobalNetCare and Jason Szabo, dated March 24, 1999 10.14 Option Agreement between GlobalNetCare and Brent Wisse, dated March 24, 1999 10.15 Option Agreement between GlobalNetCare and Kim Arrey, dated March 24, 1999 10.16 Option Agreement between GlobalNetCare and Stephanie Costello, dated March 24, 1999 10.17 Option Agreement between GlobalNetCare and Dr. Graham Wong, dated March 24, 1999 10.18 Option Agreement between GlobalNetCare and Dr. Neil Mahutte, dated March 24, 1999 10.19 Option Agreement between GlobalNetCare and Dr. Jodi Smith, dated March 24, 1999 10.20 Option Agreement between GlobalNetCare and Dr. Sophia Ouhilal, dated March 24, 1999 10.21 Option Agreement between GlobalNetCare and Dr. Raby Benjamin, dated March 24, 1999 10.22 Option Agreement between GlobalNetCare and Dr. William Gerstein, dated March 24, 1999 25 10.23 Option Agreement between GlobalNetCare and Dr. Chris Tsoukas, dated March 24, 1999 10.24 Option Agreement between GlobalNetCare and Dr. Fotini Sampalis, dated March 24, 1999 10.25 Option Agreement between GlobalNetCare and Evangelos Androutsos, dated March 24, 1999 10.26 Option Agreement between GlobalNetCare and Knight Medical Consultants, dated March 24, 1999 10.27 Option Agreement between GlobalNetCare and Harvey Lalach, dated March 24, 1999 10.28 Option Agreement between GlobalNetCare and Jimmy Foussekis, dated March 24, 1999 10.29 Option Agreement between GlobalNetCare and Dominic Vallelonga, dated March 24, 1999 10.30 Option Agreement between GlobalNetCare and Ricardo Garabatos, dated March 24, 1999 10.31 Option Agreement between GlobalNetCare and Adam Kau, dated March 24, 1999 10.32 Option Agreement between GlobalNetCare and Angela Vahaviolos, dated March 24, 1999 10.33 Option Agreement between GlobalNetCare and Sophia Hatzopoulos, dated March 24, 1999 10.34 Option Agreement between GlobalNetCare and Joan Lamontagne, dated March 24, 1999 10.35 Option Agreement between GlobalNetCare and Gordon Sly, dated March 24, 1999 10.36 Option Agreement between GlobalNetCare and Chong H. Wang, dated March 24, 1999 10.37 Option Agreement between GlobalNetCare and Yakov Minkin, dated March 24, 1999 10.38 Option Agreement between GlobalNetCare and Sergey Mironov, dated March 24, 1999 26 10.39 Option Agreement between GlobalNetCare and Gang Liu, dated March 24, 1999 10.40 Option Agreement between GlobalNetCare and Jian Zeng, dated March 24, 1999 10.41 Option Agreement between GlobalNetCare and Junxiu Zhu, dated March 24, 1999 10.42 Option Agreement between GlobalNetCare and Minghui Han, dated March 24, 1999 10.43 Option Agreement between GlobalNetCare and Robert Valois, dated March 24, 1999 10.44 Option Agreement between GlobalNetCare and Patrice Fournier, dated March 24, 1999 10.45 Option Agreement between GlobalNetCare and Chris Kokallis, dated March 24, 1999 10.46 Contract of Insurance, dated September 15, 1999, between the Company, Marsh Canada Limited and St. Paul Fire & Marine Insurance Company 10.47 Internet Server Collocation Agreement, dated May 25, 1999, between the Company and Securenet Information Services Inc. 10.48 Employment Agreement, dated September 13, 1999, between Dr. Fotini Sampalis and the Company 10.49 Services Agreement, dated August 10, 1999, between Dr. Ronald Denis and the Company 10.50 Intellectual Property Assignment, dated October 1, 1999, between the Company, Patick Power, George Tsoukas, Nick Pedafronimos, Chris Kokkalis and David Mulder. (21) Name of Subsidiaries 21.1 3423336 Canada Ltd. (incorporated under the federal laws of Canada on February 3, 1998) (27) Financial Data Schedule 27 SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. GlobalNetCare, Inc. -------------------------------- (Registrant) Date: October 6, 1999 By: /S/ George Tsoukas --------------------------------- ----------------------------- (Signature) 28 June 30, 1999 Independent Auditors' Report ---------------------------- To the Shareholders of Global Net Care, Inc. We have audited the accompanying consolidated balance sheet of Global Net Care, Inc. and Subsidiary (A Development Stage Enterprise) as of December 31, 1998, and the related consolidated statements of operations and deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Global Net Care, Inc. and Subsidiary as of December 31, 1998, and the results of their operations and their cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ Councilor, Buchanan & Mitchell, P.C. Certified Public Accountants Councilor, Buchanan & Mitchell, P.C. 7101 Wisconsin Avenue Bethesda, Maryland 29
GLOBAL NET CARE, INC. AND SUBSIDIARY ------------------------------------ (A DEVELOPMENT STAGE ENTERPRISE) -------------------------------- CONSOLIDATED BALANCE SHEET -------------------------- DECEMBER 31, 1998 ----------------- A S S E T S ----------- CURRENT ASSETS: - ------------------------------------------------ Cash . . . . . . . . . . . . . . . . . . . . . . $232,877 Sales Taxes Receivable . . . . . . . . . . . . . 11,527 Prepaid Rent . . . . . . . . . . . . . . . . . . 38,436 Deposit on Computer Equipment. . . . . . . . . . 23,971 --------- Total Current Assets . . . . . . . . . . . . . . $306,811 --------- PROPERTY AND EQUIPMENT, AT COST LESS ACCUMULATED DEPRECIATION . . . . . . . . . . . 61,414 - ------------------------------------------------ --------- TOTAL ASSETS . . . . . . . . . . . . . . . . . . $368,225 --------- LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------------------ CURRENT LIABILITIES: - ------------------------------------------------ Accounts Payable . . . . . . . . . . . . . . . . 25,353 ADVANCES FROM A DIRECTOR, WITHOUT INTEREST . . . 74,973 - ------------------------------------------------ --------- Total Liabilities. . . . . . . . . . . . . . . . $100,326 --------- SHAREHOLDERS' EQUITY: - ------------------------------------------------ Capital Stock. . . . . . . . . . . . . . . . . . $328,500 Accumulated Other Comprehensive Income . . . . . 324 Deficit Accumulated During the Development Stage (60,925) --------- Total Shareholders' Equity . . . . . . . . . . . $267,899 --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY . . . $368,225 ---------
See accompanying notes to consolidated financial statements. 30
GLOBAL NET CARE, INC. AND SUBSIDIARY ------------------------------------ (A DEVELOPMENT STAGE ENTERPRISE) -------------------------------- CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT ------------------------------------------------ FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------------------------ Cumulative Amounts 1998 Since Inception ---- ----------------- Interest Revenue . . . . . . . . . . . . . .. $ 245 $ 245 ------------------- OPERATING EXPENSES: - ---------------------------------------------------- Commissions and Contracts. . . . . . . . . . . $13,682 13,682 Rent . . . . . . . . . . . . . . . . . . . . . . 6,683 6,683 Communications . . . . . . . . . . . . . . . . . 2,031 2,031 Professional Fees. . . . . . . . . . . . . . . . 23,233 23,233 Registration Fees. . . . . . . . . . . . . . . . 4,409 4,409 Administrative . . . . . . . . . . . . . . . . . 2,332 3,332 Advertising and Promotion. . . . . . . . . . . . 502 502 Office Expenses. . . . . . . . . . . . . . . . 1,197 1,197 Maintenance and Repairs. . . . . . . . . . . . 1,003 1,003 Subscriptions and Membership . . . . . . . . . 746 746 Travelling Expenses. . . . . . . . . . . . . . 19 19 Taxes and Licenses . . . . . . . . . . . . . . 1,297 1,297 Depreciation of Property and Equipment . . . . . .2,909 2,909 -------- -------- Total Operating Expenses . . . . . . . . . . . . .$60,043 61,043 FINANCIAL EXPENSES: - ---------------------------------------------------- Interest and Bank Charges. . . . . . . . . . . . . . 127 127 --------- ------- Total Expenses . . . . . . . . . . . . . . . . . $60,170 61,170 --------- -------- NET LOSS AND DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE . . . . . . . . . .$(59,925) (60,925) ========== ========= NET LOSS PER COMMON SHARE. . . . . . . . . . . . .$(0.0200) (0.0204) ========== ========= Weighted Average Number of Common Shares Outstanding $2,991,290 2,991,290 ========== =========
See accompanying notes to consolidated financial statements. 31
GLOBAL NET CARE, INC. AND SUBSIDIARY ------------------------------------ (A DEVELOPMENT STAGE ENTERPRISE) -------------------------------- CONSOLIDATED STATEMENT OF CASH FLOWS ------------------------------------ FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------------------------ Cumulative Amounts 1998 Since Inception --------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES: - --------------------------------------------- Net Loss. . . . . . . . . . . . . . . . . . . $ (59,925) $ (60,925) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Depreciation. . . . . . . . . . . . . . . . . 2,909 2,909 Increase in Sales Taxes Receivable. . . . . . (11,527) (11,527) Increase in Prepaid Expenses. . . . . . . . . (38,436) (38,436) Increase in Deposits. . . . . . . . . . . . . (23,971) (23,971) Increase in Accounts Payable. . . . . . . . . 25,353 25,353 ------------------------------ Net Cash Used in Operating Activities . . . . $ (105,597) $ (106,597) ------------------------------ CASH FLOWS FROM INVESTING ACTIVITIES: - --------------------------------------------- Purchase of Equipment . . . . . . . . . . . . $ (64,322) $ (64,322) ------------------------------ CASH FLOWS FROM FINANCING ACTIVITIES: - --------------------------------------------- Issuance of Capital Stock . . . . . . . . . . $ 327,500 328,500 Proceeds of Loan from Director. . . . . . . . 74,972 74,972 ------------------------------ Net Cash Provided by Financing Activities . . $ 402,472 403,472 ------------------------------ EFFECT OF EXCHANGE RATE CHANGES ON CASH . . . $ 324 324 - --------------------------------------------- ------------------------------ Net Increase in Cash. . . . . . . . . . . . . $ 232,877 232,877 Cash, Beginning of Year . . . . . . . . . . . - - ------------------------------ CASH, END OF YEAR . . . . . . . . . . . . . . $ 232,877 232,877 ==============================
See accompanying notes to consolidated financial statements. 32
GLOBAL NET CARE, INC. AND SUBSIDIARY ------------------------------------ (A DEVELOPMENT STAGE ENTERPRISE) -------------------------------- STATEMENT OF STOCKHOLDERS' EQUITY --------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------------------------ Deficit Accumulated Accumulated Other During the Comprehensive Capital Stock Comprehensive Development Total Income Shares Amount Income Stage --------- --------------- ---------- -------- -------------- ------------- Stock Issued in 1981. . . . . $ 1,000 $ - 1,000 $ 1,000 $ - $ - Stock Split July 21, 1998 . . - - 999,000 - - - Stock Issued in 1998. . . . . 327,500 - 12,100,000 327,500 - - Net Income. . . . . . . . . . (60,925) (60,925) - - - (60,925) Other Comprehensive Income - Foreign Currency Adjustment 324 $ 324 - - 324 - Total Comprehensive Income. . - $ (60,601) - - - - --------------- $267,899 13,100,000 $328,500 $ 324 $ (60,925) --------- ---------- -------- -------------- -------------
See accompanying notes to consolidated financial statements. 33 GLOBAL NET CARE, INC. AND SUBSIDIARY ------------------------------------ (A DEVELOPMENT STAGE ENTERPRISE) ------------------------------ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ DECEMBER 31, 1998 ----------------- NOTE 1- HISTORY AND ORGANIZATION AND DEVELOPMENT STAGE OPERATIONS - ------------------------------------------------------------------------- Global Net Care, Inc. ("the Corporation") operates Global Net Care.com, a health care oriented Internet "portal" site that provides interactive medical information to both professionals and individuals. The Corporation owns 100% of the stock of 3423336 Canada Ltd., a Canadian Company formed February 3, 1998, to develop medical web sites. The Corporation was organized on October 30, 1980, under the laws of the State of Florida as C.N.W. Corp. On February 1, 1981, the Corporation issued 1,000 shares of its $1 par value common stock for services of $1,000. The Corporation did not have any activities until July 1998. On July 21, 1998, the State of Florida approved the Corporation's restated Articles of Incorporation, which increased its capitalization from 1,000 common shares to 50,000,000 common shares. The par value was changed from $1 to $0.001. On July 21, 1998, the Corporation changed its name to C.N.W. of Orlando, Inc. and on December 28, 1998, changed its name to Global Net Care, Inc. NOTE 2- ACCOUNTING POLICIES - ------------------------------ Consolidation ------------- The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiary, 3423336 Canada Ltd. All inter-company balances and transactions have been eliminated on consolidation. 34 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED ---------------------------------------------------- NOTE 2- ACCOUNTING POLICIES (Continued) - ------------------------------------------ Translation of Foreign Currencies ------------------------------------ The components of the consolidated statement of operations related to the Corporation's foreign subsidiary are translated into US dollars using average currency exchange rates in effect during the period, and assets and liabilities are translated at the exchange rate in effect at the end of the accounting period. Foreign currency transaction gains and losses are included in net loss. Translation adjustments that result from translating foreign currency financial statements are included in a separate component of shareholders' equity. Property and Equipment ------------------------ Property and equipment are stated at cost. The straight-line method is used to depreciate all property and equipment over the estimated useful lives of the assets. Furniture and equipment are depreciated at a rate of 20% per year. Computer equipment and software are depreciated at a rate of 30% per year. Impairment of Long-lived Assets ---------------------------------- As of December 31, 1998, none of the Corporation's assets are impaired, and the Corporation has not adopted a policy for accounting for the impairment of long-lived assets. Use of Estimates ------------------ The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 35 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED ---------------------------------------------------- NOTE 2- ACCOUNTING POLICIES (Continued) - ------------------------------------------ Cash Equivalents ----------------- For purposes of the statement of cash flows, the Corporation considers all highly liquid investments as cash equivalents. NOTE 3- DIVIDENDS - ------------------- The Corporation has not yet adopted any policy regarding payment of dividends. No dividends have been paid since inception. NOTE 4- PROPERTY AND EQUIPMENT - ---------------------------------- Accumulated Net Cost Depreciation Book Value ---- ------------ ---------- Furniture and Equipment $ 18,455 $ 615 $ 17,840 Computer Equipment 36,725 1,836 34,889 Computer Software 9,142 457 8,685 ----- -------- ------- $ 64,322 $ 2,908 $ 61,414 ------ ----- ------ NOTE 5- CAPITAL STOCK - ------------------------ December 31, 1998 ---- Authorized: 50,000,000 Common Shares of No Par Value Issued and Outstanding: 13,100,000 Common Shares $ 328,500 As indicated in Note 1, the Company effected a thousand-for-one split of its common stock during 1998. In addition, the par value of the Company's common stock was changed from $1.00 to $0.001 per share and authorized shares of common stock were increased from 1,000 to 50,000,000 shares. 36 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED ---------------------------------------------------- NOTE 5- CAPITAL STOCK (Continued) - ------------------------------------ During the year, the Corporation has issued 12,100,000 common shares for a cash consideration of $327,500. NOTE 6- COMMISSIONS - --------------------- All salaries and wages are paid in the form of commissions. NOTE 7-LEASING ARRANGEMENTS - ----------------------------- The Corporation leases its office space under a lease expiring in 2002. At December 31, 1998, future minimum rental payments required under operating leases that have initial or remaining terms in excess of one year are as follows: 1999 $ 116,400 2000 116,400 2001 116,400 2002 58,200 ------ $ 407,400 ------- NOTE 8- INCOME TAXES - ----------------------- The Corporation has a net operating loss that will be applied to future years' taxable income. A deferred tax asset resulting from the tax benefit associated with the net operating loss carryforward of approximately $10,231 is net of a $10,231 valuation allowance. The net operating loss carryforward expires in 2018. The deferred tax asset valuation allowance increased by $10,231 during 1998. The Corporation has no current or deferred net income tax expense or benefit for the year ended December 31, 1998. [/R] 37
C.N.W. OF ORLANDO, INC. (FORMERLY C.N.W. CORP.) (A Development Stage Company) BALANCE SHEET ------------- ASSETS ------ December December July 29, 1998 31, 1997 31, 1996 -------------- --------- --------- CURRENT ASSETS: $ 0 $ 0 $ 0 -------------- --------- --------- TOTAL CURRENT ASSETS $ 0 $ 0 $ 0 -------------- --------- --------- OTHER ASSETS: $ 0 $ 0 $ 0 -------------- --------- --------- TOTAL OTHER ASSETS $ 0 $ 0 $ 0 -------------- --------- --------- TOTAL ASSETS $ 0 $ 0 $ 0 -------------- --------- ---------
See accompanying notes to consolidated financial statements. 38
C.N.W. OF ORLANDO, INC. (FORMERLY C.N.W. CORP.) (A Development Stage Company) BALANCE SHEET ------------- LIABILITIES AND STOCKHOLERS' EQUITY ----------------------------------- December December July 29, 1998 31, 1997 31, 1996 -------------- --------- --------- CURRENT LIABILITIES: Accounts Payable $ 2,332 $ 0 $ 0 -------------- --------- --------- TOTAL CURRENT LIABILITIES $ 2,332 $ 0 $ 0 -------------- --------- --------- STOCKHOLDERS' EQUITY: (Note 1) Common stock, $1.00 par value authorized 1,000 Shares issued and outstanding at: December 31, 1996 - 1,000 shares $ 1,000 December 31, 1997 - 1,000 shares $ 1,000 Common stock, $.001 par value authorized 50,000,000 shares issued and outstanding at July 29, 1998 - 1,000,000 shares $ 1,000 Additional paid in Capital 0 0 0 Accumulated loss - 3,332 - 1,000 - 1,000 -------------- --------- --------- TOTAL STOCKHOLDERS' EQUITY $ -2,332 $ 0 $ 0 -------------- --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0 ============== ========= =========
See accompanying notes to consolidated financial statements. 39
C.N.W. OF ORLANDO, INC. (FORMERLY C.N.W. CORP.) (A Development Stage Company) STATEMENT OF OPERATIONS ----------------------- Jan. 1, 1998 Oct. 30, 1980 to Year Ended Year Ended (inception) to July 29, 1998 Dec. 31, 1997 Dec. 31, 1996 July 29, 1998 -------------- -------------- -------------- --------------- INCOME: Revenue $ 0 $ 0 $ 0 $ 0 EXPENSES: General, Selling and Administrative $ 2,332 $ 0 $ 0 $ 3,332 Total Expenses $ 2,332 $ 0 $ 0 $ 3,332 Net Loss $ - 2,332 $ 0 $ 0 $ - 3,332 ============== ============== ============== =============== Net Loss per weighted share (Note 2) $ - .0023 $ .0000 $ .0000 $ - .0033 ============== ============== ============== =============== Weighted average number of common shares outstanding 1,000,000 1,000,000 1,000,000 1,000,000 ============== ============== ============== ===============
See accompanying notes to consolidated financial statements. 40
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY -------------------------------------------- Common Stock ------------------ Additional Accumulated Shares Amount paid-in capital Deficit --------- ------- ---------------- -------- Balance, December 31, 1995 1,000 $ 1,000 $ 0 $- 1,000 Net loss year ended December 31, 1996 0 -------- Balance, December 31, 1996 1,000 $ 1,000 $ 0 $- 1,000 Net loss year ended December 31, 1997 0 -------- Balance, December 31, 1997 1,000 $ 1,000 $ 0 $- 1,000 July 21, 1998 Changed par value from $1.00 to $.001 - 999 + 999 July 21, 1998 forward stock split 1,000:1 999,000 + 999 - 999 Net loss January 1, 1998 to July 29, 1998 - 2,332 -------- Balance, July 29, 1998 1,000,000 $ 1,000 $ 0 $- 3,332 ========= ======= ================ ========
See accompanying notes to consolidated financial statements. 41
C.N.W. OF ORLANDO, INC. (FORMERLY C.N.W. CORP.) (A Development Stage Company) STATEMENT OF CASH FLOWS ----------------------- Jan. 1, 1998 Oct. 30, 1980 to Year Ended Year Ended (inception) to July 29, 1998 Dec. 31, 1997 Dec. 31, 1996 July 29, 1998 -------------- -------------- -------------- --------------- Cash Flows from Operating Activities: Net loss $ - 2,332 $ 0 $ 0 $ - 3,332 Adjustment to reconcile net loss to net cash provided by operating activities 0 0 0 0 Changes in assets and liabilities: Increase in current liabilities: + 2,332 0 0 + 2,332 -------------- -------------- -------------- --------------- Net cash used in operating activities $ 0 $ 0 $ 0 $ - 1,000 Cash Flows from Investing activities: 0 0 0 0 Cash Flows from Financing Activities: Issuance of common Stock for services 0 0 0 + 1,000 -------------- -------------- -------------- --------------- Net increase (decrease) in cash $ 0 $ 0 $ 0 $ 0 Cash, Beginning of period 0 0 0 0 -------------- -------------- -------------- --------------- Cash, End of period $ 0 $ 0 $ 0 $ 0 ============== ============== ============== ===============
See accompanying notes to financial statements & audit report 42 C.N.W. OF ORLANDO, INC. (FORMERLY C.N.W. CORP.) (A Development Stage Company) July 29, 1998, December 31, 1997, and December 31, 1996 NOTES TO FINANCIAL STATEMENTS ----------------------------- NOTE 1 - History and Organization of the Company The Company was organized October 30, 1980, under the laws of the State of Florida as C.N.W. Corp. The Company currently has no operations and, in accordance with SFAS #7, is considered a development company. On February 1, 1981, the Company issued 1,000 shares of it's $1.00 par value common stock for services of $1,000. On July 21, 1998, the State of Florida approved the Company's restated Articles of Incorporation, which increased its capitalization from 1,000 common shares to 50,000,000 common shares. The par value was changed from $1.00 to $0.001. On July 21, 1998, the Company forward split its common stock 1,000:1, thus increasing the number of outstanding common stock shares from 1,000 shares to 1,000,000 shares. On July 21, 1998, the Company changed it's name to C.N.W. of Orlando, Inc. NOTE 2 - Accounting Policies and Procedures The Company has not determined its accounting policies and procedures, except as follows: 1. The Company uses the accrual method of accounting. 2. Earnings or loss per share is calculated using the weighted averaged number of common shares outstanding. 3. The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid since inception. NOTE 3 - Warrants and Options There are no warrants or options outstanding to issue any additional shares of common stock of the Company. 43 C.N.W. OF ORLANDO, INC. (FORMERLY C.N.W. CORP.) (A Development Stage Company) July 29, 1998, December 31, 1997, and December 31, 1996 NOTES TO FINANCIAL STATEMENTS CONTINUED --------------------------------------- NOTE 4 - Going Concern The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has no current source of revenue. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's plan to seek additional capital through a merger with an existing operating company. NOTE 5 - Related Party Transactions The Company neither owns or leases any real or personal property. Office services are provided without charge by an officer. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts. 44 GLOBAL NET CARE, INC. MONTREAL, QUEBEC QUARTERLY FINANCIAL REPORT -------------------------- (CONSOLIDATED FINANCIAL STATEMENTS) (UNAUDITED - SEE DISCLOSURE) AS AT JUNE 30, 1999 (WITH COMPARATIVE FIGURES FOR JUNE 30, 1998) 45 TABLE OF CONTENTS ------------------- PAGE ---- DISCLOSURE 1 BALANCE SHEET 2 STATEMENT OF OPERATIONS AND DEFICIT 3 STATEMENT OF CHANGES IN FINANCIAL POSITION 4 NOTES TO THE FINANCIAL STATEMENTS 5 - 7 46 DISCLOSURE ---------- TO: THE SHAREHOLDERS OF GLOBAL NET CARE, INC. It is the opinion of the management that the interim financial statements ended June 30, 1999, include all adjustments necessary in order to make the financial statements not misleading. MONTREAL, QUEBEC /s/ George Tsoukas SEPTEMBER 22, 1999 DIRECTOR OF THE COMPANY 47
GLOBAL NET CARE, INC. BALANCE SHEET ------------- (UNAUDITED - SEE DISCLOSURE) AS AT JUNE 30, 1999 (WITH COMPARATIVE FIGURES FOR JUNE 30, 1998) ASSETS ------ JUNE 1999 JUNE 1998 ----------- ----------- CURRENT ASSETS Cash $ 141,306 $ - Sales Taxes Receivable 41,656 - Deposit on Computer Equipment 11,724 - ----------- ----------- 194,686 - ----------- ----------- CAPITAL ASSETS, At Cost Less Accumulated Amortization (Note 3) 168,636 - ----------- ----------- $ 363,322 $ - =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY - -------------------------------------------------------------- CURRENT LIABILITIES Accounts Payable $ 70,032 $ 2,332 ----------- ----------- ADVANCES FROM A DIRECTOR, Without Interest 76,554 - ----------- ----------- SHAREHOLDERS' EQUITY Capital Stock (Note 4) 864,507 1,000 Accumulated Foreign Currency Translation Adjustment 17,611 - Deficit (665,382) (3,332) ----------- ----------- 216,736 (2,332) ----------- ----------- $ 363,322 $ - =========== ===========
48
GLOBAL NET CARE, INC STATEMENT OF OPERATIONS AND DEFICIT ----------------------------------- (UNAUDITED - SEE DISCLOSURE) FOR THE SIX (6) MONTHS ENDED JUNE 30, 1999 (WITH COMPARATIVE FIGURES FOR JUNE 30, 1998) (6 MONTHS) (6 MONTHS) JUNE 1999 JUNE 1998 - ---------------------------------------- ----------- INTEREST INCOME $ 474 $ - ----------- ------ OPERATING EXPENSES Commissions, Contracts, and Wages 406,794 2,332 Rent and Parking 50,112 - Communications 22,501 - Professional Fees 33,430 - Registration Fees 1,036 - Advertising and Promotion 19,271 - Office Expenses 18,922 - Maintenance and Repairs 732 - Subscriptions and Memberships 3,275 - Travel Expenses 16,471 - Taxes and Licenses 11,636 - Amortization 17,585 - ----------- ------ 601,765 2,332 FINANCIAL EXPENSES Interest and Bank Charges 1,626 - ----------- ------ 603,391 2,332 ----------- ------ NET INCOME (LOSS) (602,917) 2,332 INCOME (DEFICIT), Beginning of the Year (62,465) 1,000 ----------- ------ INCOME (DEFICIT), End of the Year $ (665,382) $3,332 =========== ======
49
GLOBAL NET CARE, INC. STATEMENT OF CASH FLOWS ----------------------- (UNAUDITED -- DISCLOSURE) FOR THE SIX (6) MONTHS ENDED JUNE 30, 1999 (WITH COMPARATIVE FIGURES FOR JUNE 1998) (6 MONTHS) (5 MONTHS) JUNE 1999 JUNE 1998 - -------------------------------------- ----------- CASH FROM OPERATING ACTIVITIES Net Income (Loss) $ (662,050) $(2,332) Add: Amortization 20,647 - ----------- -------- (641,403) (2,332) Net Change In Non-Cash Items 90,874 2,332 ----------- -------- (550,529) - ----------- -------- CASH FROM INVESTING ACTIVITIES Purchase of Equipment and Furniture (189,283) - ----------- -------- CASH FROM FINANCING ACTIVITIES Issuance of Capital 863,507 - Accumulated Foreign Currency 17,611 - ----------- -------- 881,118 - ----------- -------- INCREASE (DECREASE) IN CASH 141,306 - CASH, Beginning of the Period - - ----------- -------- CASH, End of the Period $ 141,306 $ - =========== ========
50 GLOBAL NET CARE, INC. NOTES TO THE FINANCIAL STATEMENTS --------------------------------- (UNAUDITED - SEE DISCLOSURE) FOR THE SIX (6) MONTHS ENDED JUNE 30, 1999 (WITH COMPARATIVE FIGURES FOR JUNE 30, 1998) 1. HISTORY AND ORGANIZATION -------------------------- The Corporation was organized on October 30, 1980, under the laws of the State of Florida as C.N.W. Corp. On February 1, 1981, the Corporation issued 1,000 shares of its $1 par value common stock for services of $1,000. On July 21, 1998, the State of Florida approved the Corporation's restated Articles of Incorporation, which increased its capitalization from 1,000 common shares to 50,000,000 common shares. The par value was changed from $1 to $0.001. On July 21, 1998, the Corporation changed its name to C.N.W. of Orlando Inc. and on December 28, 1998, changed to Global Net Care, Inc. 2. ACCOUNTING POLICIES -------------------- CONSOLIDATION ------------- The consolidated financial statements include the accounts of the company and its wholly-owned subsidiary, 3423336 Canada Ltd. All inter-company balances and transactions have been eliminated on consolidation. TRANSLATION OF FOREIGN CURRENCIES ------------------------------------ The components of the consolidated statements of operations related to its foreign subsidiary are translated to US dollars using average currency exchange rates in effect during the period and assets and liabilities are translated at the exchange rates in effect at the end of the accounting period. Gains and losses on translation are included in net income, except for the exchange gains or losses related to investments in self-sustaining foreign operations. Translation adjustments on self-sustaining foreign operations are included in a separate component of the shareholders' equity. DIVIDENDS - --------- The Corporation has not yet adopted any policy regarding payment of dividends. No dividends have been paid since inception. 51 GLOBAL NET CARE, INC. NOTES TO THE FINANCIAL STATEMENTS --------------------------------- (UNAUDITED - SEE DISCLOSURE) FOR THE SIX (6) MONTHS ENDED JUNE 30, 1999 (WITH COMPARATIVE FIGURES FOR JUNE 30, 1998)
3. CAPITAL ASSETS --------------- ACCUMULATED 1999 NET COST AMORTIZATION BOOK VALUE - ------------------------- ------------- ----------- Furniture and Equipment $ 31,119 $ 3,111 $ 28,008 Computer Equipment 126,447 14,026 112,421 Computer Software 31,717 3,510 28,207 ------------- ----------- -------- $ 189,283 $ 20,647 $168,636 ============= =========== ========
4. CAPITAL STOCK -------------- NUMBER OF STATE VALUE SHARES (IN U.S.) (IN U.S. DOLLARS) ---------------- ----------------- Beginning Balance 1,000,000 @ 0.01 1,000 Nov 5 Private Placement #1 11,750,000 @ 0.01 117,500 Dec 23 Private Placement #2 350,000 @ 0.60 210,000 Mar 24 Private Placement #3 82,087 @ 0.2875 236,000 Jun 4 Private Placement #4 115,384 @ 2.60 300,000 Capital Stock of 3423336 Cda Inc. - 7 ---------------- ----------------- 13,297,471 864,507 ================ =================
Authorized 50,000,000 common shares of no par value. Outstanding 13,297,471 common shares (1,000,000 as of July 29, 1998) 52 Page 7 GLOBAL NET CARE, INC. NOTES TO THE FINANCIAL STATEMENTS --------------------------------- (UNAUDITED - SEE DISCLOSURE) FOR THE SIX (6) MONTHS ENDED JUNE 30, 1999 (WITH COMPARATIVE FIGURES FOR JUNE 30, 1998) 5. EMPLOYEE STOCK OPTION ----------------------- On March 24, 1999, the company granted 920,000 employee stock options. The options expire on March 24, 2004, and are vested as follows: PRICE NUMBER PER SHARE VESTED DATE ------ ---------- ------------ 384,000 2.00 Immediately 134,000 2.00 March 24, 2000 134,000 2.00 March 24, 2001 134,000 2.00 March 24, 2002 134,000 2.00 March 24, 2003 The accounting procedure for employee stock options is to record the options in the share capital after they are exercised. Any outstanding stock options not yet exercised are only reported as a note in the financial statements. 53 EX-3.1 2 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF C.N.W. OF ORLANDO, INC. ----------------------- (present name) Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida profit corporation adopts the following articles of amendment to its articles of incorporation FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added or deleted) ARTICLE I CORPORATE NAME "The name of the Corporation shall be GlobalNetCare, Inc." SECOND: If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment is not contained in the amendment itself, are as follows: N/A THIRD: The date of each amendment's adoption: December 22, 1998 ----------------- to be effective 1/14/99 FOURTH: Adoption of Amendment(s) (CHECK ONE) [ ] The amendment(s) was/were approved by the shareholders. The number of votes cast for the amendment(s) was/were sufficient for approval. [ ] The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s): "The number of votes cast for the amendment(s) was/were sufficient for approval by ------------------------------------------------." voting group 54 [x] The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required. [ ] The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required. Signed this 23rd day of December, 1998. Signature /S/ Patrick Power --------------------------------------------------------------- (By the Chairman or Vice Chairman of the Board of Directors, President or other officer if adopted by the shareholder) OR (By a director if adopted by the directors) OR (By an incorporator if adopted by the incorporators) Patrick Power ------------------------------------- Typed or printed name DIRECTOR ------------------------------------- Title 55 EX-3.2 3 56 ARTICLES OF AMENDMENT TO C.N.W. CORP. THE UNDERSIGNED, being the sole director and president of C.N.W. CORP., does hereby amend its Articles of incorporation as follows: ARTICLE I CORPORATE NAME The name of the Corporation shall be C.N.W. OF ORLANDO, INC. ARTICLE II PURPOSE The Corporation shall be organized for any and all purposes authorized under the laws of the state of Florida. ARTICLE III PURPOSE The Corporation shall be organized for any and all purposes authorized under the laws of the state if Florida. ARTICLE IV SHARES The capital of stock of this corporation shall consist of 50,000,000 shares of common stock, $0.01 par value. ARTICLE V PLACE OF BUSINESS The initial address of the principal place of business of this corporation in the State of Florida shall be 1709 Fountainhead Drive, Lake Mary, Fl. 32746. The Board of directors may at any time and from time to time move the principal office of this corporation. ARTICLE VI DIRECTORS AND OFFICERS The business of this corporation shall be managed by its Board of Directors. The number of such directors shall not be less than one (1) and, subject to such minimum may be increased or decreased from time to time in the manner provided in the By-Laws. 57 ARTICLE VII DENIAL OR PREEMPTIVE RIGHTS No shareholder shall have any right to acquire shares or other securities of the Corporation except to the extent such right may be granted by an amendment to these Articles of Incorporation or by a resolution of the board of Directors. ARTICLE VIII AMENDMENT OF BYLAWS Anything in these Articles of Incorporation, the Bylaws, or the Florida Corporation Act notwithstanding, bylaws shall not be adopted, modified, amended or repealed by the shareholders of the Corporation except upon the affirmative vote of a simple majority vote of the holders of all the issued and outstanding shares of the corporation entitled to vote thereon. ARTICLE IX SHAREHOLDERS 9.1 Inspection of Books. The board of directors shall make ------------------------- reasonable rules to determine at what times and places and under what conditions the books of the Corporation shall be open to inspection by shareholders or a duly appointed representative of a shareholder. 9.2 Control Share Acquisition. The provisions relating to any control ------------------------------ share acquisition as contained in Florida Statutes now, or hereinafter amended, and any successor provision shall not apply to the Corporation. 9.3 Quorum. The holders of shares entitled to one-third of the votes ------------ at a meeting of shareholder's shall constitute a quorum. 9.4 Required Vote. Acts of shareholders shall require the approval ------------------- of holders of 50.01% of the outstanding votes of shareholders. ARTICLE X LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS To the fullest extent permitted by law, no director or officer of the Corporation shall be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. In addition, the Corporation shall have the power, in its By-Laws or in a ny resolution of its stockholders or directors, to undertake to indemnify the officers and directors of this corporation against any contingency or peril as may be determined to be in the best interests of this corporation, and in conjunction therewith, to procure, at this corporation's expense, policies of insurance. 58 ARTICLE XI CONTRACTS No contract or other transaction between this corporation and any person, firm or corporation shall be affected by the fact that any officer or director of this corporation is such other party or is, or at some time in the future becomes, an officer, director or partner of such other contracting party, or has now or hereafter a direct or indirect interest in such contract. I hereby certify that the following was adopted by a majority vote of the shareholders and directors of the corporation on July 14, 1998 and that the number of votes cast was sufficient for approval. IN WITNESS WHEREOF, I have hereunto subscribed to and executed this Amendment to Articles of Incorporation this on July 14, 1998. /S/ Douglas Ward - ---------------- Douglas Ward, Sole Director The foregoing instrument was acknowledged before me on July 14, 1998, by Douglas Ward, who is personally known to me. /S/ Nicole Johnson ------------------ Notary Public My commission expires: 59 EX-3.3 4 ARTICLES OF INCORPORATION OF C.N.W. CORP. The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract, hereby forms a corporation under the laws of the State of Florida. ARTICLE I. NAME ---------------- The name of the corporation shall be C.N.W. CORP. ARTICLE II. NATURE OF BUSINESS ------------------------------- This corporation may engage or transact in any or all lawfull activities or business permitted under the laws of the United States, the State of Florida or any other state, country, territory or nation. ARTICLE III. CAPITAL STOCK --------------------------- The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is 1,000 shares of common stock having a par value of $1.00 per share. The corporation will begin business with Five Hundred Dollars ($500.00). ARTICLE IV. ADDRESS -------------------- The street address of the initial registered office of the corporation shall be 4700 E Sheridan Street, Hollywood, Florida 33021, and the name of the initial registered agent of the corporation at that address is STUART COHEN. ARTICLE V. TERM OF EXISTANCE ----------------------------- This corporation is to exist perpetually. ARTICLE VI. PREEMPTIVE RIGHTS ------------------------------ Every shareholder upon the sale for cash of any new stock of this corporation of the same kind, class, or series as that which he already holds, shall have the right to purchase his pro rata share therof at the price at which it is offered to others. ARTICLE VII. SPECIAL PROVISION ------------------------------- It is the intent of the incorporator that the corporation will qualify under Section 1244 of the Internal Revenue Code. 60 ARTICLE VIII. DIRECTORS ------------------------ This corporation shall have two directors, initially. The name and street address of the initial members of the Board of Directors are: DOUGLAS WARD 4700 E Sheridan Street Hollywood, Florida 33021 STUART COHEN 4700 E Sheridan Street Hollywood, Florida 33021. ARTICLE IX. OFFICERS --------------------- The name and address of the initial officers of the corporation who shall hold office for the first year of the corporation, or until their successors are elected or appointed are: DOUGLAS WARD 4700 E Sheridan Street Secretary/Treasurer Hollywood, Florida 33021 STUART COHEN 4700 E Sheridan Street President Hollywood, Florida 33021. ARTICLE X. SUBSCRIBERS ----------------------- The name and address of the subscriber to these Articles of Incorporation is: STUART COHEN 4700 E Sheridan Street Hollywood, Florida 33021. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on this 22nd day of October, 1980. /S/ Stuart Cohen /S/ Stuart Cohen - ---------------------------- ------------------------- STUART COHEN, Resident Agent STUART COHEN, Subscriber STATE OF FLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me this 22nd day of ---- October, 1980. - ------- /S/ Rosemarie Thomas ------------------------------- Notary Public My Commission Expires: 61 EX-3.4 5 BY-LAWS OF C.N.W OF ORLANDO, INC. ARTICLE I. MEETINGS OF SHAREHOLDERS ------------------------------------ Section 1. Annual Meeting. The annual meeting of the shareholders of this corporation shall be held on the 30th day of June of each year or at such other time and place designated by the Board of Directors of the corporation. Business transacted at the annual meeting shall include the election of directors of the corporation. If the designated day shall fall on a Sunday or legal holiday, then the meeting shall be held on the first business day thereafter. Section 2. Special Meetings. Special meetings of the shareholders shall be held when directed by the President or the Board of Directors, or when requested in writing by the holders of not less than 10% of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than 3 nor more than 30 days after the request is made, unless the shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors, or shareholders re-questing the meeting shall designate another person to do so. Section 3. Place. Meetings of shareholders shall be held at the principal place of business of the corporation or at such other place as may be designated by the Board of Directors. 62 Section 4. Notice. Written notice stating the place, day and hour of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 3 nor more than 30 days before the meeting, either personally or by first class mail, or by the direction of the President, the Secretary or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid. Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this Article to each shareholder of record on a new record date entitled to vote at such meeting. Section 6. Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law. Section 7. Voting of Shares. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. 63 Section 8. Proxies. A shareholder may vote either in per-son or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact. No proxy shall be valid after the duration of 11 months from the date thereof unless otherwise provided in the proxy. Section 9. Action by Shareholders Without a Meeting. Any action required by law or authorized by these by-laws or the Articles of Incorporation of this corporation or taken or to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. ARTICLE II. DIRECTORS --------------------- Section 1. Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors. Section 2. Qualification. Directors need not be residents of this state or shareholders of this corporation. Section 3. Compensation. The Board of Directors shall have authority to fix the compensation of directors. Section 4. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest. 64 Section 5. Number. This corporation shall have a minimum of 1 director but no more than 7. Section 6. Election and Term. Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until the next shareholder meeting or until his earlier resignation, removal from office or death. If no shareholder meeting takes place, each director shall continue serve until such meeting takes place. At each shareholder the shareholders shall elect directors to hold office until the next succeeding shareholder meeting. Each director shall hold office for a term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death. Section 7. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an in-crease in the number of Directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. Section 8. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Section 9. Quorum and Voting. A majority of the number of directors fixed by these by-laws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. 65 Section 10. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except as is provided by law. Section 11. Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal place of business of the corporation or as otherwise determined by the Directors. Section 12. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice on the first Monday of the calendar month two (2) months following the end of the corporation's fiscal, or if the said first Monday is a legal holiday, then on the next business day. Writ-ten notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery, telegram or cablegram at least three (3) days before the meeting or by notice mailed to the director at least 3 days before the meeting. Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose, of any regular or special meeting of the Board of Directors need be specified in the notice of waiver of notice of such 66 meeting. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to an-other time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment, and unless the time and place of adjourned meeting are announced at the time of the adjournment, to the other directors. Meetings of the Board of Directors may be called by the chairman of the board, by the president of the corporation or by any two directors. Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Section 13. Action Without a Meeting. Any action, required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, is signed by such number of the directors, or such number of the members of the committee, as the case may be, as would constitute the requisite majority thereof for the taking of such actions, is filed in the minutes of the proceedings of the board or of the committee. Such actions shall then be deemed taken with the same force and effect as though taken at a meeting of such board or committee whereat all members were present and voting throughout and those who signed such action shall have voted in the affirmative and all others shall have voted in the negative. For informational purposes, a copy of such signed actions shall be mailed to all members of the board or committee who did not sign said action, provided however, that the failure to mail said notices shall in no way prejudice the actions of the board or committee. 67 ARTICLE III. OFFICERS ---------------------- Section 1. Officers. The officers of this corporation shall consist of a president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person. Section 2. Duties. The officers of this corporation shall have the following duties: The President shall be the chief executive officer of the corporation, shall have general and active management of the business and affairs of the corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the shareholders and Board of Directors. The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the shareholders and Board of directors, send all notices of all meetings and perform such other duties as may be prescribed by the Board of Directors or the President. The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of shareholders and whenever else required by the Board of Directors or the President, and shall perform such other duties as may be prescribed by the Board of Directors or the President. Section 3. Removal of Officers. An officer or agent elected or appointed by the Board of Directors may be removed by the board whenever in its judgment the best interests of the 68 corporation will be served thereby. Any vacancy in any office may be filed by the Board of Directors. ARTICLE IV. STOCK CERTIFICATES ------------------------------- Section 1. Issuance. Every holder of shares in this corporation shall be entitled to have a certificate representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid. Section 2. Form. Certificates representing shares in this corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of this corporation or a facsimile thereof. Section 3. Transfer of Stock. The corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney. Section 4. Lost, Stolen or Destroyed Certificates. If the shareholder shall claim to have lost or destroyed a certificate of shares issued by the corporation, a new certificate shall be issued upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity in such amount and with such sureties, if any, as the board may reasonably require. ARTICLE V. BOOKS AND RECORDS ----------------------------- Section 1. Books and Records. This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committee of directors. 69 This corporation shall keep at its registered office, or principal place of business a record of its shareholders, giving the names and addresses of all shareholders and the number of the shares held by each. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. Section 2. Shareholders' Inspection Rights. Any person who shall have been a holder of record of shares of voting trust certificates therefor at least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of ac-counts, minutes and records of shareholders and to make extracts therefrom. Section 3. Financial Information. Not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the corporation during the fiscal year. Upon the written request of any shareholder or holder of voting trust certificates for shares of the corporation, the corporation shall mail to each shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement. The balance sheets and profit and loss statements shall be filed in the registered office of the corporation in this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent. 70 ARTICLE VI. DIVIDENDS ---------------------- The Board of Directors of this corporation may, from time to time, declare and the corporation may pay dividends on its shares in cash, property or its own shares, except when the corporation is insolvent or when the payment thereof would render the corporation insolvent subject to the provisions of the Florida Statutes. ARTICLE VII. CORPORATE SEAL ---------------------------- The Board of Directors shall provide a corporate seal which shall be in circular form. ARTICLE VIII. AMENDMENT ------------------------ These by-laws may be altered, amended or repealed, and new by-laws may be adopted by the a majority vote of the directors of the corporation. 71 EX-10.1 6 THIS SUBLEASE is made as of the 1st day of December, 1998 BETWEEN: UBS BANK (CANADA), a bank incorporated under the laws of Canada, (formerly Union Bank of Switzerland (Canada)) (the "Sublandlord") - and - 3423336 CANADA LTD., a corporation incorporated under the laws of Canada (the "Subtenant") RECITALS: A. By a lease dated as of the 27th day of January, 1987, as amended on three occasions (January 27, 1987, July 20, 1987 and February 10, 1988), (the "Lease"), 2000 McGill College Ave. Building Inc. (the "Head Landlord") leased to the Sublandlord certain premises (the "Premises") in the City of Montreal, in the Province of Quebec, in the building (the "Building") municipally known as 2000 McGill College Avenue, as more particularly described in the Lease. B. The term of the Lease expires on the 15th day of June, 2002, and is subject to the tenant's covenants and agreements therein contained. C. The Sublandlord has agreed to grant to the Subtenant, on the terms and conditions hereinafter set forth, a sublease of that certain portion of the Premises, as shown on Schedule "A" annexed hereto comprising approximately 5,948 square feet of gross leasable area (which portion is hereinafter called the "Subleased Premises"). NOW THEREFORE IN CONSIDERATION of the rents, covenants and agreements herein contained and by the parties to be respectively paid, observed and performed, the parties hereto hereby covenant and agree each with the other as follows: 1. All capitalized words and phrases used herein shall have the meaning ascribed to them in the Lease unless specifically stated otherwise. 2. The Sublandlord hereby leases the Subleased Premises to the Subtenant, subject to the reservation of rent and to the terms, covenants and conditions hereinafter contained. 72 3. This Sublease shall be for a term of three (3) years, six (6) months and fourteen (14) days to be computed from the 1st day of December, 1998 and expiring on the 14th day of June, 2002 (the "Sublease Term"). 4. During the Sublease Term, the Subtenant shall pay to the Sublandlord, without reduction, deduction or any compensation whatsoever, Basic Rent in the amount of $47,584.00 per annum which Basic Rent is calculated at the rate of $8.00 per square foot of the rentable area of the Subleased Premises (the "Basic Rent"). Basic Rent is payable on the first day of the month, in advance in equal, consecutive monthly instalments of $3,965.33 and will be prorated on a per them basis, based upon a period of 365 days, for any fractional portion of a month at the beginning of the Term payable at the offices of the Sublandlord. 5. The Subtenant shall pay to the Sublandlord, without reduction, deduction or any compensation whatsoever, its proportionate share (as defined in the Lease) of all real estate taxes and operating expenses (the "Additional Rent") which may be payable by the Sublandlord to the Head Landlord pursuant to the Lease. The Sublandlord estimates but does not warrant that the Subtenant's proportionate share of Additional Rent during the calendar year 1998 will be $11.25 per square foot of rentable area. During the Sublease Term, the Subtenant shall pay all water taxes, business taxes and other similar rates and taxes which are or may be payable by it as occupant of the Subleased Premises in the same manner and time as set forth in Section IX of the Lease. During the Sublease Term, the Subtenant shall be responsible for the payment of all utilities consumed on or supplied to the Subleased Premises, and for the replacement of standard fluorescent tubes, light bulbs and ballasts as required from time to time as a result of normal usage. 6. The Sublandlord acknowledges the receipt of $71,131.56 to be held by the Sublandlord and to be applied on account of the first six (6) month's Rent falling due hereunder. In the event that the Subtenant is in default of the terms and conditions hereunder, the Sublandlord may, without restricting the other recourses and remedies of the Sublandlord, terminate this Sublease and shall retain the balance of the said deposit remaining at such time. 7. The Subtenant shall at the same time as it shall make payment of rent to the Sublandlord pay all Goods and Services Tax ("GST") and all provincial sales tax ("QST") exigible with respect to such rent pursuant to the Excise Tax Act (Canada) and the applicable provincial laws and regulations. GST and QST shall not be deemed to be additional rent, but the Sublandlord shall have all of the same remedies with respect to collection of GST and QST as it shall have with respect to rent in arrears. 73 8. The Subtenant shall use the Subleased Premises for general office purposes as permitted by the Lease and for no other purpose. 9. The Subtenant acknowledges and agrees that it has inspected the Subleased Premises on November 11, 1998 and that it subleases the Subleased Premises on an "as is, where is" basis, and that it will not require the Sublandlord or the Head Landlord to perform any repairs, replacements or leasehold improvements. The Sublandlord acknowledges and agrees that it will not remove any desks, cabinets and furniture located in the Subleased Premises and that the Subtenant will be permitted to use such desks, cabinets and furniture during the Sublease Term. The Subtenant acknowledges and agrees that it shall not, under any circumstances, remove or dispose of such desks, cabinets and furniture without the prior written consent of the Sublandlord. 10. The Subtenant shall not make any alterations, repairs, changes, additions, fixturing, installations or improvements (hereinafter collectively referred to as "Improvements") to the Subleased Premises without the prior written consent of the Head Landlord and of the Sublandlord, such consents not to be unreasonably withheld. The Subtenant acknowledges and agrees that it is solely responsible for carrying out and completing all Improvements required to permit it to occupy the Subleased Premises and carry on business thereon. All Improvement shall be carried out in accordance with the provisions of Section XIII of the Lease. Any fees payable to the Head Landlord under the Lease in respect of Improvements shall be paid by the Subtenant and the Subtenant hereby indemnifies and agrees to hold the Sublandlord harmless from and against all cost, loss or expense in connection with Improvements. The Subtenant acknowledges and agrees that, if requested by the Sublandlord at the end of the Sublease Term or earlier termination of this Sublease, as the case may be, the Subtenant will, prior to the end of the Sublease Term or earlier termination of this Sublease, as the case may be, restore the Subleased Premises to the condition which existed immediately prior to the commencement of Improvements. 11. The Sublandlord shall provide to the Subtenant one (1) unreserved parking space in the Building. The Subtenant shall pay to the Sublandlord, as Additional Rent, in advance, on the 1st day of the month for so long as the Subtenant shall use the parking space at the Sublandlord's current monthly parking fee. The Sublandlord's current monthly parking fee may be increased or decreased from time to time during the Sublease Term and any renewals or extensions thereof upon the Sublandlord first giving notice to the Subtenant. As of the date of execution hereof, the Sublandlord's current monthly parking fee is $205.00 per parking space, together with all GST and QST exigible with respect to such payment. 12. The terms and conditions contained in the Lease shall, mutatis mutandis, be deemed to be the terms and conditions herein contained with respect to the Subleased Premises, except where otherwise expressly provided herein, and, except that the covenants on the part of the Head Landlord contained in the Lease shall be deemed not to be contained herein as covenants on the part of the Sublandlord. The Sublandlord hereby assigns to the Subtenant for the Sublease Term such covenants on the part of the Head Landlord (the same being automatically re-assigned to the Sublandlord on the expiry or earlier 74 termination of the Sublease) and that the covenants therein contained on the part of the Sublandlord shall be deemed to be contained herein as covenants on the part of the Subtenant with the Sublandlord. 13. Subject to the due performance of the Subtenant of its obligations and agreements herein contained, the Sublandlord covenants with the Subtenant: (i) for quiet possession; (ii) that it will pay all rents and other monies due and payable under the terms of the Lease, and (iii) that it will perform and observe the covenants, terms and conditions contained in the Lease on its part to be performed and observed, to the extent that the same are not required to be performed or observed by the Subtenant under this Sublease. 14. The Sublandlord represents and warrants to the Subtenant that, as at the date hereof: (i) to the best of the Sublandlord's knowledge, each of the Sublandlord and the Head Landlord is in compliance with its respective obligations under the Lease; (ii) the Lease has not been amended and remains in full force and effect; and (iii) it has full power and authority to enter into and grant this Sublease, subject to the consent of the Head Landlord. 15. The provisions of Section XI of the Lease with respect to assignment and subletting, shall be applicable to any assignment or sublease by the Subtenant. In addition, the Subtenant may not assign or sublet the Subleased Premises without the consent of the Sublandlord which consent may not be unreasonably withheld. All costs and expenses of the Head Landlord and the Sublandlord in connection with any assignment or sublease by the Subtenant shall be payable by the Subtenant. 16. When and whenever the consent of the Sublandlord is required pursuant to the Sublease, such consent shall be deemed to mean the consent of the Sublandlord, acting reasonably (unless otherwise expressly stated). 17. In the event that the Subtenant breaches any covenant or agreement in, or is in any other way in default of, this Sublease, or the Lease, then the Sublandlord shall have such remedies against the Subtenant as those of the Head Landlord against the Sublandlord, pursuant to the Lease. 18. All sums, for rent or otherwise, payable to the Sublandlord under the terms of this 75 Sublease, shall bear interest at the floating annual rate of interest determined from time to time by the Sublandlord's chartered bank, plus 5%, as the reference rate it will use to determine rates of interest payable by its borrowers to it on Canadian dollar loans made by it in Canada and designated by it as its "prime rate", in effect on their respective due dates until the actual date of payment. 19. Any notice, demand, request or other instrument which may be or is required to be given under this Sublease shall be delivered in person or sent by registered mail postage prepaid and shall be addressed, if to the Sublandlord, at 154 University Avenue, Toronto, Ontario, M5H 3Z4, or to such other person or at such other address as the Sublandlord designates by written notice and, if to the Subtenant, at the Subleased Premises. Any notice, demand, request or consent is conclusively deemed to have been given or made on the day upon which it is delivered or, if mailed, then seventy-two (72) hours following the date of mailing, as the case may be. Any party may give written notice of any change of its address and thereafter the new address is deemed to be the address of that party for the giving of notices. If the postal service is interrupted or is substantially delayed, any notice, demand, request or other instrument will be delivered in person. 20. This Sublease sets forth all the covenants, promises, agreements, conditions and understandings between the Sublandlord and the Subtenant concerning the Subleased Premises and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them or relied upon by the Subtenant to induce it to enter into this Sublease, other than are herein set forth. Except as herein otherwise provided, no alteration, amendment, change or addition to this Sublease shall be binding upon the Sublandlord or the Subtenant unless in writing and signed by the Subtenant and the Sublandlord. 21. It is expressly understood and agreed between the parties hereto that Sections 2, 3, 22, 23 and 24 of Schedule "D" of the Lease do not apply to this Sublease. 22. The Subtenant acknowledges that it has reviewed the Lease (attached as Schedule "A" hereto) prior to the execution of the Sublease and is satisfied with all terms and conditions contained therein. 23. The Subtenant shall not register this Sublease without the written consent of the Head Landlord and of the Sublandlord. However, upon the request of the Subtenant, the Sublandlord will join in the execution of a memorandum or notice of this Sublease for the purpose of registration. This memorandum or notice shall describe the parties, the Subleased Premises and the Sublease Term and shall be prepared and registered at the expense of the Subtenant. Should this Sublease be registered by the Subtenant, the Subtenant shall, at the termination thereof, cause same to be discharged from title to the Subleased Premises at its expense, failing which the Sublandlord will have the right to cause such discharge and charge the Subtenant with the cost of same. 76 24. This Sublease is conditional upon obtaining the Head Landlord's consent to it. 25. This Sublease shall be governed by and construed in accordance with the laws of the Province of Quebec. 26. This Sublease shall extend to, be binding upon and enure to the benefit of the parties hereto and their respective permitted, successors and assigns. 27. The Sublandlord covenants to provide copies of all correspondence received from the Head Landlord or any third parties concerning the Subleased Premises, and which affects the Subtenant, within two (2) business days of receipt of same. 28. The Subtenant covenants to provide copies of all correspondence received from the Head Landlord or any third parties concerning the Subleased Premises, and which affects the Sublandlord, within two (2) business days of receipt of same. 29. Tel que covenu par le Sous-Locataire et le Sous-Bailleur, ce document a ete redige en anglais. / As agreed by both the Subtenant and the Sublandlord, this document has been drawn up in English. IN WITNESS WHEREOF the parties hereto have executed these presents. UBS BANK (CANADA) (formerly Union Bank of Switzerland (Canada)) Per: /S/ Beat Guldimann ------------------------------------- Name: Beat Guldimann Title: Chief Executive Officer Per: /S/ Al Van de Mosselaer ------------------------------------- Name: Al Van de Mosselaer Title: Associate Director I/We have authority to bind the Corporation. 3423336 CANADA LTD. Per: /S/ George Tsoukas ------------------------------------- Name: George Tsoukas Title: 77 EX-10.2 7 LICENSING AGREEMENT THIS LICENSING AGREEMENT ("Agreement"), by and between Gold Standard Multimedia Inc., ("GSM"), a Florida corporation with offices located at 3825 Henderson Blvd., Suite 200, Tampa, FL 33629, and GlobalNetCare, Inc. ("GNC") with offices located at 2000 McGill College, Suite 950, Montreal, Quebec, H3A 3H3, Canada, specifies the terms and conditions for GNC to display a subset of GSM's Clinical Pharmacology Online ("CPO") on the GNC World Wide Web Site (http://www.globalnetcare.com). DEFINITIONS GNC's World Wide Web Site ("Web Site") means the site on the Internet known as http://www.globalnetcare.com, an interactive service for distribution of health information and services to health care professionals and consumers through Internet delivery methods. Clinical Pharmacology Online (CPO) is defined as a subset of information from GSM's core Clinical Pharmacology Online product. CPO shall include generic names, brand names, chemical structures, drug photos, description, mechanism of action, pharmacokinetics, and patient education information for all drugs in GSM's core Clinical Pharmacology product that have Full Monographs, either as of the date of this Agreement or anything during the Term thereof. 1.DISTRIBUTION: During the Term of this Agreement, GNC may link to CPO from their Web Site (http://www.globalnetcare.com). Except as set forth herein, no other copying, dissemination, publication, display, or distribution in any form of CPO, in whole or part, by GNC is permitted without the written consent of GSM. 2.GNC RESPONSIBILITIES: GNC will: a. Maintain the link to CPO from their Web Site; b. Provide GSM with calendar quarterly information regarding the total number of both hits and unique users to the Web Site. 3.GSM RESPONSIBILITIES: GSM will: a. Provide a professional technical support team to provide on going technical assistance to GNC's technical support staff as needed by phone or fax; b. Make available the quarterly updates to CPO in a timely manner, no later than 45 days after each quarter 78 4.DELIVERABLES: GSM will provide access to CPO from a link from the Web Site to generic names, brand names, chemical structures, drug photos, description, mechanism of action, pharmacokinetics, and patient education information for all drugs in GSM's core Clinical Pharmacology product that have full monographs. 5.GNC PAYMENT TO GSM: During the term of this Agreement, GNC will pay an annual licensing fee to GSM of $18,500 US. 6.PAYMENT SCHEDULE: Upon signing, GNC will pay GSM US $5,000 of the annual licensing fee. Three additional licensing fee payment will be due no later than 30 days after the end of each calendar quarter, as follows: US $4,500 due by July 30, 1999, US $4,500 due by October 30, 1999, and US $4,500 due by January 30, 2000. 7.LATE PAYMENTS: There will be a late payment penalty of 1% interest per month if payment is received after the dates listed in #6 above for the previous quarter. 1% interest will accrue the first day payment is late, with an additional 1% accruing on the thirtieth day thereafter until payment is made. 8.TRADEMARKS AND COPYRIGHTS: GNC hereby grants GSM a revocable license to use any of the GNC service marks, trademarks, trade names and logos (the "GNC Marks") in the advertisement and promotion of GSM during the term of this Agreement. GSM acknowledges that GNC Marks are valid service marks, trademarks, trade names and logos of GNC and the sole property of GNC. Additionally, GSM shall be attributed as the source of the CPO content in sales literature and in end-user documentation (if any). 9.TERM, CANCELLATION and RENEWAL: This Agreement commences on the first day of the month on which the contract is signed, such as April 1, 1999, and is a one-year agreement expiring 12 months alter, such as March 31, 2000. At expiration, this Agreement will be renewable upon mutual agreement of the parties as to terms and conditions for the subsequent period. If this Agreement is not renewed, then GNC agrees immediately to remove the link to CPO files from the Web Site. Additionally, if payment is more than 30 days late, pursuant to Section 6, then GSM has the right to demand an expiration of Agreement with GNC immediately removing the link to CPO files, with a penalty fee of $100 per day until removal of all CPO displays. 10.INDEMNIFICATION: GNC agrees to indemnify GSM and hold it harmless against all claims and damages including, without limitation, reasonable attorneys' fees, arising out of, related to, or in any way connected with any use of CPO, unless such claims or damages result from the infringement of any copyright or other proprietary right of any third party (except if due to a combination, addition or modification, if applicable). 79 11.GOVERNING LAW: Any disputes arising under this Agreement will be settled according to the laws of the state of Florida, with venue in Hillsborough County, Florida, or GSM's then-current headquarters location. 12.SIGNATURES: FOR GSM: FOR GNC: /S/ Jon Seymour /S/ George Tsoukas - ------------------------- ----------------------------- Jon Seymour, MD Dr. George Tsoukas President President and CEO "4/21/1999" "April 16, 1999" - ------------------------- ----------------------------- DATE DATE 80 EX-10.3 8 Internet Site Agreement 1. TERM The Agreement will take effect on the Effective Date on the last page of this Agreement, and, unless terminated earlier as permitted hereunder, will terminate on the first anniversary hereof (the "Term"). 2. REUTERS SERVICES 2.1 Provision of Services. Reuters will provide Distributor with access to the ---------------------- Reuters Services in accordance with all of the terms and conditions of this Agreement. The text and data contained in the Reuters Services, and any portion thereof, shall hereinafter be referred to, individually and collectively, as the "Reuters Content". Reuters will provide the Reuters Content to Distributor via file transfer protocol. 2.2 Withdrawal of Service. Reuters may cancel all or part of any Reuters Service ---------------------- if: (a) the Reuters Service becomes the subject of a claim that such service infringes the rights of any third person or that Reuters otherwise does not have the right to permit others to use it; (b) the Reuters Service becomes illegal or contrary to any applicable law or regulation; or (c) Reuters for any reason discontinues the Reuters Service (or part thereof) as a Reuters product offering. If Reuters cancels all or part of any Reuters Service, Reuters only obligations to Distributor will be to notify Distributor reasonably promptly (in the case of subsection (c) above, not less than 30 days in advance) and to refund, pro rata, any fees paid in advance for the affected Reuters Service. Except as set forth in this subsection, such cancellation shall not give rise to a right of Distributor to cancel the affected Reuters Service or terminate the Agreement. In the event, pursuant to this subsection Reuters cancels: (a) a whole Reuters Service, Distributor may terminate this Agreement if Distributor is receiving only one Reuters Service at the time; (b) part of a Reuters Service, Distributor may cancel the affected Reuters Service if Reuters cancellation substantially frustrates Distributor's purpose in subscribing to such service. In each case, Distributor shall pay any fees and charges due at the time of termination. 3. USE OF REUTERS CONTENT 3.1 License. Reuters hereby grants to Distributor during the Term the -------- non-exclusive, non-transferable, non-sublicensable right, subject to the terms and conditions of this Agreement, to distribute the Reuters Content solely by displaying it on Distributor's Internet Service, and to make such internal copies as are necessary to create that display. Except as set forth herein, no other use, copying, display or distribution, in any form, of the Reuters Content, in whole or in part, by Distributor is permitted without the prior written consent of Reuters. 3.2 Limitations and Restrictions. Unless otherwise stated in this Agreement, ----------------------------- Distributor shall display the Reuters Content verbatim as received and may not edit, modify or translate the Reuters Content in any way; provided that Distributor shall be permitted to: (a) modify the layout of the Reuters Content to fit within the layout of Distributor's Internet Service; and (b) extract headlines from the Reuters Content for display in accordance with Sec. 3.1 hereof, provided that each such headline shall contain a hypertext link to the corresponding story as displayed on Distributor's Internet Service. Distributor shall not re-write or otherwise use any portion of the Reuters Content to create original content for publication. The rights granted to 81 Distributor herein shall be subject to the additional limitations and restrictions, if any, specified in this Agreement. 3.3 Editorial Control. Reuters reserves to itself complete editorial freedom in ------------------ the form and content of the Reuters Content and may alter the same from time to time, such alterations including retracting and canceling stories (which, for clarity, shall not constitute a cancellation of part of a Reuters Service as described in Sec. 2.2 hereof) and publishing corrections. Distributor shall comply with any editorial codes contained in the Reuters Content, including mandatory delay codes, or any other reasonable limitations or restrictions placed by Reuters or its third party content providers on the use, display or distribution of any Reuters Content, provided Distributor is informed of the meaning of any such codes and is given reasonably sufficient time to comply therewith. Reuters shall inform Distributor of the meaning of any such codes. 3.4 Release of Content. Distributor will display Reuters Content promptly after ------------------- the later of (a) the time the Reuters Content is received at Distributor's Installation Address; or (b) the end of any applicable delay period. In no event may Distributor display Reuters Content received more than 24 hours earlier in any section entitled "Today's News", "Current", or any title of similar import. 3.5 Storage. Distributor may not store or authorize any person to store the -------- Reuters Content in any medium for more than ten (10) days without the prior written consent of Reuters. Distributor acknowledges that Reuters may impose additional fees if it grants permission to extend such storage period. 4. CREDIT AND BRANDING 4.1 Notices. Distributor will not remove or conceal any copyright or other -------- proprietary notice or any credit--line or date-line included in the Reuters Services. Distributor will insert on any page that contains any Reuters Content, and in close proximity to the Reuters Content, the following notice: "Copyright [insert current year] Reuters Limited. Click Here for Limitations and Restrictions on Use." Such notice (and any "Teaser Notice" as set forth below) shall contain a hypertext link to the following notice, which shall appear in a legal notice area on Distributor's Internet Service: "Reuters content is the intellectual property of Reuters Limited. Any copying, republication or redistribution of Reuters content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Reuters. Reuters shall not be liable for any errors or delays in content, or for any actions taken in reliance thereon." Reuters reserves the right to alter these notices from time to time. Notwithstanding the foregoing, if the only Reuters Content on a page is three or fewer headlines per Reuters Service, Distributor shall be permitted to substitute "Reuters Health Headlines", or a similar Reuters identifier mutually agreed by the parties ("Teaser Notice"), for the copyright notice first set forth above. 4.2 Branding. Reuters will provide Distributor with a graphics file containing --------- the Reuters logo ("Logo"). Distributor shall insert the Logo at the top of any page containing any Reuters Content, except a page whose only Reuters Content is three or fewer headlines per Reuters Service, in a size not smaller than 200 X 44 pixels square. Reuters reserves the right, with reasonable prior notice, to replace this Logo with another graphic of similar size identifying the Reuters Services. 82 4.3 Use of Reuters Marks. Except as specifically authorized in this Section, --------------------- Distributor shall not use the Reuters name or any Reuters trademarks without Reuters prior written consent. Distributor may not make any statement (whether oral or in writing) in any external advertising, marketing or promotion materials regarding Reuters or the Reuters Services without the prior written consent of Reuters, provided that materials that are substantially identical to those previously approved need not be submitted for re-approval. 4.4 Linking and Framing. Distributor may not solicit or encourage other internet ------------------- sites or on-line services to frame, or hypertext link directly to, the Reuters Content on Distributor's Internet Service without the prior written consent of Reuters. To the extent technologically feasible and commercially reasonable, Distributor shall not permit any third party internet site or on-line service to frame Distributor's Internet Service such that any Reuters Content appears on the same screen as such third party's internet site or on-line service. To the extent that it is not technologically feasible or commercially reasonable to prevent such framing, upon Reuters request and at Reuters expense, Distributor shall cooperate with Reuters in causing such third party to cease and desist from such framing. 4.5 No Co-Branding. Distributor may not co-brand pages containing any Reuters -------------- Content. For purposes of this subsection, to "co-brand" means to display the name, logo, trademark or other identifier of another entity (except for Reuters or Distributor) in such a manner as to give the viewer the impression that such other entity is a publisher or distributor of the Reuters Content. This section is not intended to prohibit conventional advertising or sponsorships that do not create such impression. 4.6 Misleading Advertising. Distributor will not include any advertising on ----------------------- pages containing Reuters Content that falsely imply that the advertiser is associated with Reuters or the Reuters Content. 5. INTELLECTUAL PROPERTY 5.1 Rights of Reuters. The Reuters Services and Reuters name and trademarks are ------------------ the valuable intellectual property of Reuters Limited. All rights with respect to the Reuters Services and Reuters name and trademarks, whether now existing or which may hereafter come into existence, which are not expressly granted to Distributor herein are reserved to Reuters Limited. Any goodwill generated through Distributor's use of the Reuters name and trademarks shall inure solely to the benefit of Reuters Limited. 5.2 Distributor's Obligations. Distributor will promptly notify Reuters of any -------------------------- infringement or threatened infringement of any right of Reuters of which Distributor becomes aware and will provide reasonable assistance to Reuters, at Reuters expense, in connection therewith. 6. FEES/ROYALTIES 6.1 Monthly Fees. In consideration of the rights granted to Distributor in this ------------- Agreement, Distributor will pay Reuters all fees and royalties set forth in Schedule 2 hereto ("Fees"). All Fees shall be paid within 30 days of receipt of an invoice for the same from Reuters. 6.2 Late Payments. All amounts owed hereunder not paid when due and payable -------------- will bear interest from the date such amounts are due and payable at the greater of (a) 1.5 percent per month and (b) the maximum allowable rate of interest in the State of New York for transactions between sophisticated commercial entities. 83 7. CONFIDENTIALITY 7.1 Definition. "Confidential Information" means any information regarding the ----------- terms of this Agreement and any information, in whatever form, regarding the business or operations of Reuters or Distributor that the disclosing party designates as confidential at the time of disclosure; provided that Confidential Information shall not include information which: (a) at or prior to the time of disclosure by the disclosing party was known to the receiving party through lawful means; (b) at or after the time of disclosure by the disclosing party becomes generally available to the public through no act or omission on the receiving party's part; (c) is developed by the receiving party independent of any Confidential Information it receives from the disclosing party; or (d) the receiving party receives from a third person free to make such disclosure without breach of any legal obligation. 7.2 Obligations. The receiving party acknowledges the confidential nature of ----------- the disclosing party's Confidential Information and agrees that it shall not disclose the disclosing party's Confidential Information to any other person, or use any Confidential Information for any purpose other than as contemplated hereby, without the prior written consent of the disclosing party. Each party hereto agrees to take reasonable precautions (no less rigorous than the receiving party takes with respect to its own comparable Confidential Information) to prevent unauthorized or inadvertent disclosure of the other party's Confidential Information. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of a disclosing party pursuant to any statute, regulation, order, subpoena or document discovery request, provided that prior written notice of such disclosure is furnished to the disclosing party as soon as practicable in order to afford the disclosing party an opportunity to seek, at its own expense, a protective order (it being agreed that if the disclosing party is unable to obtain or does not seek a protective order and the receiving party is legally compelled to disclose such information, disclosure of such information may be made without liability). 8. LIMITATION OF LIABILITY 8.1 Acts of God. Neither party will be liable for any failure to perform any ------------ obligation hereunder, or from any delay in the performance thereof, due to causes beyond its control, including industrial disputes of whatever nature, acts of God, public enemy, acts of government, failure of telecommunications, fire or other casualty. Notwithstanding the foregoing, in the event that due to any of the causes contemplated herein there is an interruption in the Reuters Services in excess of 24 hours, Distributor shall receive a refund of pre-paid fees in an amount proportional to the reduction of Reuters Services due to such delay or interruption. Furthermore, if such interruption continues for 15 consecutive days, Distributor shall have the right to terminate this Agreement immediately upon written notice to Reuters. 8.2 Special Damages. Under no circumstances will either party be liable for any ---------------- indirect, incidental, special or consequential damages with respect to the subject matter hereof, including lost profits, regardless of whether such damages could have been foreseen or prevented by either party. 8.3 Aggregate Liability. Except for the parties' obligations under Section 10, -------------------- in no event will the aggregate liability of either party to the other party or to any third party for damages, direct or otherwise, arising out of or in connection with this Agreement exceed the total value of the Fees payable to Reuters during the Term regardless of the cause or form of action; provided, 84 however, that the foregoing I imitation on liability shall not apply to any violation by Distributor of the provisions of Sections 3.1, 3.2, 3.5 and 7 hereof. 9. REPRESENTATIONS AND WARRANTIES 9.1 General. Each party hereto represents and warrants that: (a) it has the -------- full right and power to enter into and fully perform this Agreement in accordance with its terms; and (b) the execution, delivery and performance of this Agreement will not violate rights granted by such party to any third party or violate the provisions of any agreement to which it is a party. 9.2 EXCLUSION OF WARRANTIES. REUTERS SHALL NOT BE LIABLE FOR ANY DAMAGES ------------------------ SUFFERED OR INCURRED BY DISTRIBUTOR OR ANY THIRD PERSON ARISING OUT OF ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE REUTERS SERVICES AND ANY INACCURACIES, ERRORS OR OMISSIONS IN THE REUTERS CONTENT. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS (AS USED IN THIS SUBSECTION, "WARRANTIES") AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. ALL SOFTWARE IS LICENSED "AS IS", WITHOUT ANY WARRANTIES. EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY MADE BY THE OTHER EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. 10. INDEMNIFICATION 10.1 Indemnification by Distributor. Distributor will indemnify and hold ------------------------------ Reuters harmless from and against any and all liabilities, damages, awards, settlements, losses, claims and expenses, including reasonable attorneys fees and costs of investigation ("Damages"), due to any claim by a third party relating to or arising out of Distributor's Internet Service or any other activities of Distributor, including infringement of any third person's intellectual property rights, except Damages arising solely out of Distributor's use of the Reuters Content, unmodified, in accordance with this Agreement. 10.2 Indemnification by Reuters. Reuters will indemnify and hold Distributor --------------------------- harmless from and against any and all Damages (including attorney's fees) due to any claims by a third party that the Reuters Content, or the Software or trademarks infringes any third party's intellectual property rights, provided that: (i) the relevant claim does not arise from any modification to the Reuters Content made by Distributor or any person receiving the Reuters Content through Distributor; (ii) the relevant claim does not concern Reuters Content that Reuters reasonably notified Distributor in advance should not be used; and, (iii) if the relevant claim is not based upon content obtained by Reuters from a third party, only to the extent that such third party has indemnified Reuters. 10.3 Notice and Participation. A party seeking indemnification pursuant to this ------------------------- Section 13 (an "Indemnified Party") from or against the assertion of any claim by a third party will give prompt notice to the party from whom indemnification is sought (the "Indemnifying Party"); provided, however, that failure to give prompt notice will not relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual material prejudice by such failure). The Indemnifying Party and the Indemnified Party will cooperate in the defense or prosecution of any third party claims. 85 11. TERMINATION 11.1 Termination by Either Party. In addition to any other remedy available at ---------------------------- law or in equity, either party may terminate this Agreement immediately, without further obligation to the other party, in the event of any breach of this Agreement by the other party that is not remedied within 30 days' written notice of such breach; provided that Reuters may terminate this Agreement for any breach of Sections 3 or 7 that is not remedied within 5 days' notice of such breach 11.2 Termination by Reuters. In additional to the right of termination set ----------------------- forth in Sec. 11.1, Reuters shall have the right to terminate this agreement immediately in the event of: (a) any sale, lease or other transfer of all or substantially all of the assets of Distributor to any entity; (b) any change in control of Distributor (whether by merger, stock transfer or otherwise); or (c) Distributor's making an assignment for the benefit of its creditors, the filing of a voluntary or involuntary petition under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any law of like import in connection with the other party, or the appointment of a trustee or receiver for Distributor or its property. 11.3 Obligations Upon Termination. Promptly upon termination of this Agreement ----------------------------- for any reason, Distributor will: (a) delete or destroy any Reuters Content stored pursuant to Section 3.5 or otherwise in its possession, custody or control; and (b) pay all fees accrued pursuant to this Agreement. 12. GENERAL 12.1 Similar Agreements. Nothing will be deemed to limit or restrict either ------------------- party from entering into similar agreements with any other Person or from offering services similar to the other party's. 12.2 Press Releases. Neither party will issue any external press statement --------------- regarding the availability of the Reuters Services on Distributor's Internet Site unless (a) it has received the express written consent of the other party, which will not be unreasonably withheld; or (b) it is required to do so by Law. 12.3 Controlling Law. This Agreement will be deemed to have been executed and ---------------- delivered in the State of New York and it will be governed by and construed in accordance with the laws of New York. 12.4 Notices. Except as otherwise provided herein, whenever any notice, request, -------- consent, approval or other communication shall be given by one party hereto to the other, such communication shall be in writing and shall be delivered by registered or certified mail, return receipt requested, addressed as follows: To Reuters: Reuters Health Information Inc. 1700 Broadway, New York, New York 10019, (212) 397-5052, Attn: CEO, Cc: COO, and To Distributor: At the Address at the last page of this Agreement. Notices shall be effective on the date received. 12.5 Assignments. This Agreement will be binding upon and inure to the benefit ------------ of the parties, their respective personal representatives, and permitted successors and assigns. Distributor may not assign or otherwise transfer any of its rights or delegate any of its duties under this Agreement without the prior written consent of Reuters, such consent not to be unreasonably withheld. Reuters reserves the right, at its sole discretion, to assign or transfer any of its rights and delegate any of its duties hereunder, in whole or in part, to any direct or indirect subsidiary 86 of Reuters Limited. Each party shall respond with reasonable promptness to a request for consent to assignment from the other. 12.6 Relationship Between the Parties. There is no joint venture, partnership, --------------------------------- agency or fiduciary relationship existing between the parties and the parties do not intend to create any such relationship by this Agreement. 12.7 Amendments, Waivers. This Agreement may not be amended, modified or -------------------- superseded, unless expressly agreed to in writing by both parties. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. The failure of either party at any time or times to require full performance of any provision hereof will in no manner affect the right of such party at a later time to enforce the same. 12.8 Severability. If any provision or term of this Agreement, not being of a ------------- fundamental nature, is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not be affected. 12.9 Survival. The provisions of Sections 3, 6, 7, 8, 9, 10, 11, and 12 of this --------- Agreement will survive the termination of this Agreement. REUTERS HEALTH INFORMATION INC. By: (Signed) --------------------------- Name: Title: DISTRIBUTOR By: --------------------------- Name: Title: Effective Date: May 1, 1999 Print Full Legal Name and Address of Distributor: Global Net Care.com 87 SCHEDULE 1 ---------- Reuters Services/Content - ------------------------ The services provided by Reuters are "Reuters Health eLine", a news service (or portion thereof) that is delivered electronically each Business Day and the Reuters Health eline Archive. Over the course of one (1) week, Distributor will be provided with a minimum of fifty (50) stories per week from the service to post on Distributor's Internet Site. Reuters shall determine in its sole discretion the content of the service and shall have no obligation under this Agreement or otherwise to include in the Reuters Content any particular news material requested by Distributor. Distributor Information - ----------------------- "Distributor's Internet Site" means the Internet site owned and operated by Distributor and is accessed via the URL www.globalnetcare.com, and any Mirror Site. SCHEDULE 2 ---------- Monthly Fees - ------------ $3,500 per month 88 EX-10.4 9 Operating Agreement This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Amazon.com Associates Program (the "Program"). As used in this Agreement, "we" means Amazon.com, Inc., and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Amazon.com's site located at the URL www.amazon.com, or to the site that you will link to our site (and which you will identify in your Program application). 1. Enrollment in the Program ------------------------- To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that: - promote sexually explicit materials - promote violence - promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age - promote illegal activities - include "amazon" or variations or misspellings thereof in their domain names - otherwise violate intellectual property rights If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. 2. Links on Your Site ------------------ Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more of the following types of links to our site: - Product Links: You may select one or more Products to list on your site. A "Product" is any book, recorded music or video product listed on our site under any of the "Books," "Music," or "Video" tabs, but does not include any other type of product, products located in any other part of our site or any products not fulfilled by us, such as products found through our "Shop the Web" feature. For each selected Product, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each Product reference on your site to the corresponding Amazon.com online catalog entry. Each such link will connect directly to a single item in our online catalog. You may add or delete Products (and related links) from your site at any time without our approval. Books (but not other types of Products) that are individually listed and linked as described above are referred to as "Individually 89 Linked Books." You may not list products on your site that are not "Products" as defined above. - Search Box Link: You may provide an Amazon.com search box on your site that will permit your site visitors to link directly to a page on our site that contains the results of their search queries. We will provide you with technical specifications describing how to include an Amazon.com search box on your site. - General Link to Amazon.com Home Page: You may provide a general link on your site to our home page at http://www.amazon.com. We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will only earn referral fees with respect to activity on our site occurring directly through Special Links: we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement. 3. Order Processing ---------------- We will process Product orders placed by customers who follow Special Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products using Special Links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. 4. Referral Fees ------------- We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must follow a Special Link from your site to our site, select and purchase the Product using our automated ordering system, accept delivery of the Product at the shipping destination, and remit full payment to us. We will not, however, pay referral fees on any Products that are added to a customer's Shopping Cart or are purchased via our One-ClickSM feature after the customer has reentered our site (other than through a Special Link), even if the customer previously followed a link from your site to our site. In addition, Products listed in our catalog or in search results as "out of print" or "hard to find" are not eligible for any referral fees. Gift certificates are not eligible to earn referral fees. The Program is intended for commercial use only, and you may not purchase products through the Program for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this 90 Agreement. Products that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Products." 5. Referral Fee Schedule --------------------- You will earn referral fees based on Qualifying Revenues according to referral fee schedules to be established by us. "Qualifying Revenues" are revenues derived by us from our sales of Qualifying Products, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, and bad debt. The current referral fee schedule is: - 15% of Qualifying Revenues from the sale of each Individually Linked Book that, on the date of order, is listed in our catalog at 10% to 30% off the publisher's list price and that is added to the customer's Shopping Cart directly from the first page that results from following a Special Link to the Individually Linked Book. - 5% of Qualifying Revenues from sales of all other Qualifying Products, including: [ ] Individually Linked Books that, on the date of order, are listed in our catalog at the publisher's list price (such as special order books) or at a deep discount of more than 30% off the publisher's list price; and [ ] Qualifying Products other than books (e.g., CDs, DVDS, VHS tapes, etc.). You should note that only books can qualify as "Individually Linked Books" and that the referral fee percentage for any Qualifying Products other than books is 5%, regardless of whether such item is individually listed on your site. 6. Referral Fee Payment -------------------- We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the referral fees earned on our sales of Qualifying Products that were shipped during that quarter, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any calendar quarter are less than $100.00, we will hold those referral fees until the total amount due is at least $100.00 or (if earlier) until this Agreement is terminated. If a Product that generated a referral fee is returned by the customer, we will deduct the corresponding referral fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the referral fee. 7. Policies and Pricing -------------------- Customers who buy products through this Program will be deemed to be customers of Amazon.com. Accordingly, all Amazon.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you already 91 have listed on your site, you may not include price information in your Product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. 8. Identifying Yourself as an Associate ------------------------------------ We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with Amazon.com" somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, we encourage (but do not require) you to include a Special Link on your site to the Amazon.com home page at http://www.amazon.com. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. Please review our Rules Regarding Associate Communications and Promotion. 9. Limited License --------------- We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice. 10. Responsibility for Your Site ---------------------------- You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: - the technical operation of your site and all related equipment - creating and posting Product descriptions on your site and linking those descriptions to our catalog - the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials) - ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) - ensuring that materials posted on your site are not libelous or otherwise illegal We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. 92 11. Term of the Agreement --------------------- The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Amazon.com trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral fees on our sales of Qualifying Products occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 12. Modification ------------ We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 13. Relationship of Parties ----------------------- You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. 14. Limitation of Liability ----------------------- We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement. 15. Disclaimers ----------- We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. 93 16. Independent Investigation ------------------------- YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 17. Miscellaneous ------------- This Agreement will be governed by the laws of the United States and the state of Washington, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Seattle, Washington, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. 94 EX-10.5 10 GlobalNetCare, Inc. 2000 McGill College Suite 950 Montreal, Quebec H3A 3H3 July 8th, 1999 Dr. David Mulder 76 Sunnyside Avenue Westmount, Quebec H3Y 1C2 Dear Dr. Mulder, We are writing to invite you to join our Board of Directors and to confirm the following terms: a) assume the position of Chairman of the Medical Policy Committee; b) assume the position of Co-Chairman of the Teleconference Team; c) develop and implement the Surgical Center; d) develop, coordinate and implement the surgical care and practice policies for the Surgical Center; e) consult with and advise the head of each surgical specialty and teleconferencing team as appropriate; f) provide the Company with consulting services regarding various issues of clinical and surgical care; and g) act as the Company's agent for the negotiation of certain strategic alliances and contracts in connection with the Company's website; h) help to promote GlobalNetCare. We confirm that you have agreed to: 1. Assist in the development, coordinate and implement the Surgical Care Center and practice policies for surgery to be carried out on the Company's website and will jointly develop, coordinate and implement policies and procedures for surgery-related teleconferences for the teleconference Team; 2. Develop the Surgical Center to encompass the following specialties: a) Breast Cancer; b) cardiothorasic surgery; c) gynecology; d) head and neck; e) minimally invasive surgery; 95 f) neurosurgery; g) orthopedic surgery; h) plastic surgery. 3. Throughout the terms of this agreement, provide the Company twenty (20) hours per month of professional medical consulting services regarding various issues of clinical and surgical care as directed by the Company in addition to all other services which you are required to provide pursuant to this agreement. Provided a formal agreement is signed by the parties, in consideration for the services you will provide to the Company, we confirm that the Company will; 1. cause 500, 000 shares in the capital of the Company to be transferred to you as soon as is reasonable possible; 2. on the date that is one year from the date of this letter, cause the Company to transfer to you an additional 200,000 shares in the capital of the Company; 3. on the date that is one year from the date of this letter, cause the Company to commence paying a fee. Board of Directors. If you agree with the basic terms of this letter of intent, please sign where indicated below, and GlobalNetCare will have its attorneys prepare a formal and comprehensive agreement based on these terms. Yours truly, GlobalNetCare, Inc. Per: /S/ Georges Tsoukas -------------------- Authorized Signatory I have read and hereby agree to the foregoing terms as of this 8th day of July 1999. /S/ David Mulder -------------------------- David Mulder 96 EX-10.6 11 AGREEMENT THIS AGREEMENT dated for reference the 14 day of July, 1999. BETWEEN: EVE LOWRY dba NUTRIVISUALS, a businesswoman, with an address of P.O. Box 1367, 5620 Old French Town Road, Shingle Springs, California, 95682 ("Lowry") AND: GLOBALNETCARE, INC., a corporation incorporated under the laws of the State of Florida with an office at Suite 950, 2000 McGill College, Montreal, Quebec, H3A 3H3 ("GlobalNetCare") WITNESSES THAT WHEREAS: A. GlobalNetCare is in the business of operating a healthcare website (GlobalNetCare.com) on the electronic internet and World-Wide Web (the "Internet") to provide users with, among other things, individualized information, advice and support with respect to various health issues; B. Lowry owns the exclusive rights to certain photographic slide programs containing pictures, script, graphs, recipes, worksheets, references and other information regarding food, nutrition and general health (the "Slide Programs") which Lowry uses as part of a teaching program on nutrition and general health; and C. Lowry has agreed to sell and GlobalNetCare has agreed to purchase the exclusive rights to use and display the Slide Programs on the Internet on the terms and conditions provided in this Agreement; THEREFORE in consideration of the premises and the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto covenant and agree as follows: 1. Subject to the terms and conditions of this Agreement, Lowry hereby grants to GlobalNetCare the exclusive world-wide royalty-free licence (the "License") to use and display on the Internet the Slide Programs, as listed in Schedule "A" hereto and incorporated herein by reference. 97 2. In connection with the License, Lowry hereby agrees to provide to GlobalNetCare prior to the Closing, one original copy and two duplicate copies of the Slide Programs. "Closing" shall occur within fifteen (15) days of the execution of this Agreement by each party delivering the Slide Program and the Shares, as applicable, to the address set out below. 3. Lowry warrants and represents to GlobalNetCare that the Slide Programs, except for those slides listed in Schedule "B" hereto and incorporated herein by reference, are original works prepared solely by Lowry and do not infringe the copyright or other intellectual property rights of any other party. 4. GlobalNetCare agrees that Lowry will retain the world-wide right to enter into agreements to sell the Slide Programs, in slide, video and/or CD-ROM format, to third parties provided that such agreements specifically exclude any and all rights to use and/or display the Slide Programs and slide transfer images used in corresponding videos on the Internet. 5. Notwithstanding the License, GlobalNetCare agrees that Lowry will retain the right to display a limited portion of the Slide Programs, as mutually agreed upon in writing by the parties in advance, on Lowry's website (www.NutriVisuals.com) on the Internet exclusively for the purpose of advertising and promoting the sale of the Slide Programs. For the purposes of this paragraph 5, Lowry shall provide written notice to GlobalNetCare requesting consent to display any Slide Programs or any new slides or slide programs on Lowry's website and GlobalNetCare shall respond to such notice within three (3) days of receipt of such notice. 6. Lowry grants to GlobalNetCare a right of first refusal (the "Right of First Refusal") to purchase the exclusive world-wide right to use and display on the Internet any additional or new slide images containing pictures, script, graphs, recipes, worksheets, references and/or other information regarding food, nutrition and general health (the "New Slides"). GlobalNetCare agrees to pay to Lowry a purchase price to be negotiated; provided that such purchase price does not exceed US$500.00 per New Slide for the first two years from the date of this Agreement. 7. In connection with the Right of First Refusal, Lowry agrees to provide written notification (the "Notice") to GlobalNetCare of each New Slide within ten (10) days of the production or acquisition of each New Slide. GlobalNetCare shall provide to Lowry, within ten (10) days of receipt of the Notice, written notification of GlobalNetCare's decision to exercise the Right of First Refusal in connection with each New Slide. 8. All payments payable by GlobalNetCare to Lowry in connection with the Right of First Refusal shall be payable in cash or, at the election of GlobalNetCare and subject to the approval if necessary of the regulatory authorities, in whole or in part in common shares in the capital of GlobalNetCare, issued at the 10 day average closing price (for the 10 days prior to GlobalNetCare's election) of GlobalNetCare's common shares on any stock exchange or quotation system upon which GlobalNetCare's common shares are listed for trading. 98 9. In consideration of the License, GlobalNetCare shall issue to Lowry, as fully paid and non-assessable, thirty five thousand seven hundred and fifty (35,750) common shares in the capital of GlobalNetCare (the "Shares") at a deemed price of US$2.80 per Share. The share certificates representing the Shares will be delivered by GlobalNetCare to Lowry at the Closing. Lowry agrees to execute any and all subscriptions and other documents considered necessary by counsel for GlobalNetCare. 10. Lowry shall hold harmless and indemnify GlobalNetCare, its successors and assigns, from and against any and all liabilities, costs, damages, expenses and lawyers' fees resulting from or attributable to the Slide Programs and the New Slides. 11. This Agreement shall be effective immediately and shall, subject to earlier termination as provided herein, continue for an indefinite term. 12. The License shall continue for a term of 30 years; provided that the License shall terminate and all the rights to use and display on the Internet the Slide Programs shall revert back to Lowry if: (a) GlobalNetCare becomes insolvent or makes a general assignment for the benefit of creditors or if a petition in bankruptcy is filed against GlobalNetCare or if GlobalNetCare is adjudged bankrupt or insolvent; (b) a receiver or other custodian of GlobalNetCare is appointed by any instrument or by a court of competent jurisdiction or if any proceeding for a compromise with creditors is instituted by or against GlobalNetCare or if the assets of GlobalNetCare are sold or levied by any order of any court, administrative body, tribunal or similar authority; or (c) upon any other proceedings in bankruptcy, receivership, dissolution or liquidation being instituted against GlobalNetCare and continuing for thirty (30) days without being dismissed or upon GlobalNetCare otherwise ceasing to exist. 13. Each party shall at any time, and from time to time hereafter, take any and all steps and execute, acknowledge and deliver to the other party any and all further deeds, instruments and assurances that the other party may reasonably require for the purpose of giving full force and effect to the provisions of this Agreement. 99 14. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. 15. This Agreement all matters arising thereunder shall be construed under and governed by the laws of the Province of Quebec and the laws of Canada applicable therein. 16. If any provision contained herein is determined to be void or unenforceable in whole or in part, it is to that extent deemed omitted. The remaining provisions shall not be affected in any way. 17. This Agreement shall not be amended or otherwise modified except by a written notice of even date herewith or subsequent hereto signed by both parties. 18. All notices, requests and communications required or permitted hereunder shall be in writing and shall be sufficiently given and deemed to have been received upon personal delivery or, if mailed, upon the first to occur of actual receipt or forty-eight (48) hours after being placed in the mail, postage prepaid, registered or certified mail, return receipt requested, respectively addressed to the Doctor or GlobalNetCare as follows: Lowry: EVE LOWRY P.O. Box 1367, 5620 Old French Town Road Shingle Springs, California, 95682 Fax Number: (530)-677-2347 GlobalNetCare: GLOBALNETCARE, INC. Suite 950, 2000 McGill College Montreal, Quebec, H3A 3H3 Fax: (514)-288-6309 Attention: The President or such other address as may be specified in writing to the other party, but notice of a change of address shall be effective only upon the actual receipt. 100 19. Time is of the essence. 20. The provisions herein contained constitute the entire agreement between the parties and supersede all previous understandings, communications, representations and agreements, whether written or verbal, between the parties with respect to the subject matter of this Agreement. 21. This Agreement may be executed in several counter-parts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument. 101 22. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the day and year first above written. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written. SIGNED, SEALED AND DELIVERED by ) EVE LOWRY in the presence of: ) ) ) - ----------------------------------- ) Name ) ) /S/ Eve Lowry - ----------------------------------- ) -------------------------- Address ) EVE LOWRY ) - ----------------------------------- ) ) - ----------------------------------- ) Occupation ) GLOBALNETCARE, INC. Per: "Signed" ------------------------------ Authorized Signatory SCHEDULE "A" LIST OF SLIDES 1. Nutrition and Your Heart (160 slides, keyed script and recipes) 2. Lean Life Food Slides (80 slides, script and recipes) 3. Pros, Carbs and Fats (60 slides, scrip, recipes and worksheet) 4. New Exchanges (100 slides, script, recipes and worksheet) 5. Phytochemicals (100 slides, scrip, recipes and references) 6. Carbohydrate Counting (48 slides, keyed script and worksheet) SCHEDULE "B" LIST OF EXCLUDED SLIDES 1. #4 "Tomatoes On Vine" 2. #20 "Tofu Cheesecake" 3. #21 "Tofu Salad" 4. #26 "Soy Milkshakes" 5. #27 "Stir-Fry with Tofu" 6. #30 "Tomatoes in Bushel Basket" 7. #35 "Cioppino" 8. #47 "Almond Onion Soup" 9. #A-7 "Blocked Artery" 102 EX-10.7 12 Patrick E. Nicholls C.O.B. Nicholls & Associates/Nicholls Securities Limited C/O Langlois Gaudreau Barristers & Solicitors Scotia Tower 1002, Sherbrooke Street West 28th Floor Montreal, Quebec H3A 3L6 Attention: Gerald N. Apostolatos Thursday, June 24, 1999 GlobalNetCare, Inc. 2000 McGill College, Suite 950 Montreal, Quebec H3A 3H3 Attention: Board of Directors Dear Sirs, Thank you for your acceptance of the offer to provide corporate relations services to GlobalNetCare, Inc. This contact is now amended and supercedes any other agreement such that Patrick Nicholls (Nicholls) or its nominees which shall also include Frank Corrigan will receive free trading options as follows: 100,000 share options at US$3.00 and 50,000 share options at U.S.$6.00 to be issued when and if, during the term of this contract, the public stock price on any trading day is respectively U.S$3.00 and U.S.$6.00 forthwith for each of Corrigan and Nicholls. For the purposes of reporting Nicholls is a resident of the Province of Quebec and notices and documents may be delivered to the above noted address. The other aspects of the contract remain as follows: Term of six months commenced May 1, 1999 and expiring November 30, 1999 at a rate of rate of $11,000.00 (Canadian) per month in advance plus travel and accommodation expenses for Nicholls and/or Corrigan From and to Toronto and Montreal. The contract is for corporate and investor relations work as directed by GlobalNetCare on a half time basis for each of Corrigan and Nicholls. I look forward to the issuance of the options and acknowledge with thanks payments for the months of May and June. Yours truly, On behalf of the Board of Directors /S/ Nick Pedafronimos /S/ Patrick Power Nick Pedafronimos Patrick Power /S/ Patrick Nicholls /S/ Dr. George Tsoukas /S/ Dr. Chris Kokkalis Patrick Nicholls Dr. George Tsoukas Dr. Chris Kokkalis 103 EX-10.8 13 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: LEE EHLER, of 4086 West Hill Avenue, Montreal, Quebec H4B 2S6 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 104 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 1,000 Optioned Shares immediately; (b) 1,000 Optioned Shares on March 24, 2000; (c) 1,000 Optioned Shares on March 24, 2001; (d) 1,000 Optioned Shares on March 24, 2002; and (e) 1,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 105 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 106 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Kris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) LEE EHLER in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Lee Ehler - ----------------------------------- ) -------------------------- Address ) LEE EHLER Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 107 EX-10.9 14 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: RAFAAT SAADE, of 1561 Iena, Laval, Quebec H7A 3H6 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 108 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of THIRTY THOUSAND (30,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 6,000 Optioned Shares immediately; (b) 6,000 Optioned Shares on March 24, 2000; (c) 6,000 Optioned Shares on March 24, 2001; (d) 6,000 Optioned Shares on March 24, 2002; and (e) 6,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 109 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 110 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Kris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) RAFAAT SAADE in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Raafat Saade - ----------------------------------- ) -------------------------- Address ) RAFAAT SAADE Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 111 EX-10.10 15 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: DYAN STERLING, of 3219 Cedar Avenue, Montreal, Quebec H3Y 1Z4 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 112 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 113 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 114 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ George Tsoukas - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) DYAN STERLING in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Dyan Sterling - ----------------------------------- ) -------------------------- Address ) DYAN STERLING Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 115 EX-10.11 16 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: ALEXANDRA THEODOSOPOULOS, of 1442 Caldwell, Laval, Quebec H7W 1K4 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 116 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of FIFTEEN THOUSAND (15,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 3,000 Optioned Shares immediately; (b) 3,000 Optioned Shares on March 24, 2000; (c) 3,000 Optioned Shares on March 24, 2001; (d) 3,000 Optioned Shares on March 24, 2002; and (e) 3,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 117 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 118 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Kris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) ALEXANDRA THEODOSOPOULOS in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ A. Theodosopoulos - ----------------------------------- ) -------------------------- Address ) ALEXANDRA THEODOSOPOULOS Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 119 EX-10.12 17 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: CHARIKLIA VOLAKAKIS, of 3241 Notre-Date O, Montreal, Quebec H3C 1P3 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 120 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of FIFTEEN THOUSAND (15,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 3,000 Optioned Shares immediately; (b) 3,000 Optioned Shares on March 24, 2000; (c) 3,000 Optioned Shares on March 24, 2001; (d) 3,000 Optioned Shares on March 24, 2002; and (e) 3,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 121 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 122 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) CHARIKLIA VOLAKAKIS in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Chariklia Volakakis - ----------------------------------- ) -------------------------- Address ) CHARIKLIA VOLAKAKIS Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 123 EX-10.13 18 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: DR. JASON SZABO, of 1313 Rachel E, Montreal, Quebec H2J 2K1 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 124 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$3.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 125 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 126 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) JASON SZABO in ) the presence of: ) ) ) - ----------------------------------- ) Name ) ) - ----------------------------------- ) -------------------------- Address ) JASON SZABO ) - ----------------------------------- ) ) - ----------------------------------- ) Occupation ) 127 EX-10.14 19 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: DR. BRENT WISSE, of 289 Villeneuve O., Montreal, Quebec H2V 2R2 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 128 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TWENTY THOUSAND (20,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 4,000 Optioned Shares immediately; (b) 4,000 Optioned Shares on March 24, 2000; (c) 4,000 Optioned Shares on March 24, 2001; (d) 4,000 Optioned Shares on March 24, 2002; and (e) 4,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 129 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 130 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) DR. BRENT WISSE in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ B. Wisse - ----------------------------------- ) -------------------------- Address ) DR. BRENT WISSE Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 131 EX-10.15 20 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: KIM N. ARREY, of 980 Bellevue, Ile Bizard, Quebec H4J 1R4 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 132 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 1,000 Optioned Shares immediately; (b) 1,000 Optioned Shares on March 24, 2000; (c) 1,000 Optioned Shares on March 24, 2001; (d) 1,000 Optioned Shares on March 24, 2002; and (e) 1,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 133 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 134 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) KIM N. ARREY in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Kim N. Arrey - ----------------------------------- ) -------------------------- Address ) KIM N. ARREY Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 135 EX-10.16 21 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: STEPHANIE COSTELLO, of 3480 Simpson, Ap. 203, Montreal, Quebec H3G 2N7 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 136 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 1,000 Optioned Shares immediately; (b) 1,000 Optioned Shares on March 24, 2000; (c) 1,000 Optioned Shares on March 24, 2001; (d) 1,000 Optioned Shares on March 24, 2002; and (e) 1,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 137 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 138 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) STEPHANIE COSTELLO in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Stephanie Costello - ----------------------------------- ) -------------------------- Address ) STEPHANIE COSTELLO Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 139 EX-10.17 22 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: DR. GRAHAM WONG, of 6000 Hutchison Ap.4, Montreal, Quebec H2V 4C2 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 140 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of FIFTEEN THOUSAND (15,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 3,000 Optioned Shares immediately; (b) 3,000 Optioned Shares on March 24, 2000; (c) 3,000 Optioned Shares on March 24, 2001; (d) 3,000 Optioned Shares on March 24, 2002; and (e) 3,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 141 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 142 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) DR. GRAHAM WONG in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Graham Wong - ----------------------------------- ) -------------------------- Address ) DR. GRAHAM WONG Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 143 EX-10.18 23 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: DR. NEIL MAHUTTE, of 4331 Oxford, Montreal, Quebec H4A 2Y2 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 144 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 1,000 Optioned Shares immediately; (b) 1,000 Optioned Shares on March 24, 2000; (c) 1,000 Optioned Shares on March 24, 2001; (d) 1,000 Optioned Shares on March 24, 2002; and (e) 1,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 145 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 146 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) DR. NEIL MAHUTTE in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Neil Mahutte - ----------------------------------- ) -------------------------- Address ) DR. NEIL MAHUTTE Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 147 EX-10.19 24 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: DR. JODI SMITH, of 289 Villeneuve O, Montreal, Quebec H2V 2R2 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 148 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 1,000 Optioned Shares immediately; (b) 1,000 Optioned Shares on March 24, 2000; (c) 1,000 Optioned Shares on March 24, 2001; (d) 1,000 Optioned Shares on March 24, 2002; and (e) 1,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 149 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 150 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) DR. JODI SMITH in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Jodi Smith - ----------------------------------- ) -------------------------- Address ) DR. JODI SMITH Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 151 EX-10.20 25 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: DR. SOPHIA OUHILAL, of 4331 Oxford, Montreal, Quebec H4A 2Y2 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 152 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 1,000 Optioned Shares immediately; (b) 1,000 Optioned Shares on March 24, 2000; (c) 1,000 Optioned Shares on March 24, 2001; (d) 1,000 Optioned Shares on March 24, 2002; and (e) 1,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 153 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 154 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) DR. SOPHIA OUHILAL in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Sophia Ouhilal - ----------------------------------- ) -------------------------- Address ) DR. SOPIA OUHILAL Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 155 EX-10.21 26 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: DR. RABY BENJAMIN, of 5320 Macdonald, Apt. 106, Montreal, Quebec H3X 2W2 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 156 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 1,000 Optioned Shares immediately; (b) 1,000 Optioned Shares on March 24, 2000; (c) 1,000 Optioned Shares on March 24, 2001; (d) 1,000 Optioned Shares on March 24, 2002; and (e) 1,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 157 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 158 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) DR. RABY BENJAMIN in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Raby Benjamin - ----------------------------------- ) -------------------------- Address ) DR. RABY BENJAMIN Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 159 EX-10.22 27 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: DR. WILLIAM GERSTEIN, of 504 Lansdowne Avenue, Westmount, Quebec H3Y 2V2 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 160 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 161 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 162 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) DR. WILLIAM GERSTEIN in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ William Gerstein - ----------------------------------- ) -------------------------- Address ) DR. WILLIAM GERSTEIN Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 163 EX-10.23 28 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: DR. CHRIS TSOUKAS, of 4681 Westmount Avenue, Westmount, Quebec H3Y 1W9 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 164 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of SEVENTY-FIVE THOUSAND (75,000) Optioned Shares at the price of US$3.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 15,000 Optioned Shares immediately; (b) 15,000 Optioned Shares on March 24, 2000; (c) 15,000 Optioned Shares on March 24, 2001; (d) 15,000 Optioned Shares on March 24, 2002; and (e) 15,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 165 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 166 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: "Dr. Chris Kokkalis" - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) DR. CHRIS TSOUKAS in ) the presence of: ) ) ) - ----------------------------------- ) Name ) ) - ----------------------------------- ) -------------------------- Address ) DR. CHRIS TSOUKAS ) - ----------------------------------- ) ) - ----------------------------------- ) Occupation ) 167 EX-10.24 29 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: DR. FOTINI SAMPALIS, of 1438 Elizabeth, Laval, Quebec H7W 3J8 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 168 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of THIRTY THOUSAND (30,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 6,000 Optioned Shares immediately; (b) 6,000 Optioned Shares on March 24, 2000; (c) 6,000 Optioned Shares on March 24, 2001; (d) 6,000 Optioned Shares on March 24, 2002; and (e) 6,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 169 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 170 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) DR. FOTINI SAMPALIS in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Fotini Sampalis - ----------------------------------- ) -------------------------- Address ) DR. FOTINI SAMPALIS Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 171 EX-10.25 30 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: EVANGELOS ANDROUTSOS, of 1614 Seaforth Avenue, Montreal, Quebec, H3A 1B1 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 172 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 173 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 174 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) EVANGELOS ANDROUTSOS in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Evangelos Androutsos - ----------------------------------- ) -------------------------- Address ) EVANGELOS ANDROUTSOS Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 175 EX-10.26 31 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: KNIGHT MEDICAL CONSULTANTS, of 3550 Cote de Neiges, #650, Montreal, Quebec (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 176 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 177 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 178 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ George Tsoukas - ------------------------- Authorized Signatory KNIGHT MEDICAL CONSULTANTS Per: "Signed" - ------------------------- Authorized Signatory 179 EX-10.27 32 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: HARVEY LALACH, of 265 Alice Carriere, Beaconsfield, Quebec H9W 6E6 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 180 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of ONE HUNDRED TWENTY-FIVE THOUSAND (125,000) Optioned Shares at the price of US$2.00 per Optioned Share; 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. 9. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 10. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 11. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges 181 that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 12. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 13. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 14. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 15. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 16. Time shall be of the essence of this Agreement. 17. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 18. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 19. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 20. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 21. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. 182 IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ George Tsoukas - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) HARVEY LALACH in ) the presence of: ) ) /S/ Jimmy Foussekis ) - ----------------------------------- ) Name ) 2702 - 3600 Ave du Park ) /S/ Harvey Lalach" - ----------------------------------- ) -------------------------- Address ) HARVEY LALACH Montreal, Quebec ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 183 EX-10.28 33 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: JIMMY FOUSSEKIS, of Block A, Apt. 1414, La Cite, 3600 Park Avenue, Montreal Quebec H2X 3R2 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 184 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of ONE HUNDRED TWENTY-FIVE THOUSAND (125,000) Optioned Shares at the price of US$2.00 per Optioned Share; 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. 9. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 10. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 11. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges 185 that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 12. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 13. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 14. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 15. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 16. Time shall be of the essence of this Agreement. 17. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 18. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 19. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 20. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 21. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. 186 IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ George Tsoukas - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) JIMMY FOUSSEKIS in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Jimmy Foussekis - ----------------------------------- ) -------------------------- Address ) JIMMY FOUSSEKIS Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 187 EX-10.29 34 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: DOMINIC VALLELONGA, of 10239 Romuald Trudeau, Montreal, Quebec H4M 2X5 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 188 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 189 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 190 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ George Tsoukas - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) DOMINIC VALLELONGA in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Dominic Vallelonga" - ----------------------------------- ) -------------------------- Address ) DOMINIC VALLELONGA Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 191 EX-10.30 35 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: RICARDO GARABATOS, of 1086 Violette, Laval, Quebec H7X 2G2 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 192 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 193 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 194 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) RICARDO GARABATOS in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Ricardo Garabatos - ----------------------------------- ) -------------------------- Address ) RICARDO GARABATOS Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 195 EX-10.31 36 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: ADAM KAU, of 2000 St. Marc, #806, Montreal, Quebec H3H 2G6 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 196 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 197 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 198 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) ADAM KAU in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Adam Kau - ----------------------------------- ) -------------------------- Address ) ADAM KAU Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 199 EX-10.32 37 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: ANGELA VAHAVIOLOS, of 7860 Querbes, 4, Montreal, Quebec H3N 2B8 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 200 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 201 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 202 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) ANGELA VAHAVIOLOS in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Angela Vahaviolos - ----------------------------------- ) -------------------------- Address ) ANGELA VAHAVIOLOS Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 203 EX-10.33 38 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: SOPHIA HATZOPOULOS, of 12157 Jean - Bouillet, Montreal, Quebec H4K 2K4 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 204 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 205 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 206 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) SOPHIA HATZOPOULOS in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Sophia Hatzopoulos - ----------------------------------- ) -------------------------- Address ) SOPHIA HATZOPOULOS Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 207 EX-10.34 39 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: JOAN LAMONTAGNE, of 235 Metcalfe Ave., #204, Westmount, Quebec H3Z 2H8 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 208 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 209 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 210 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) JOAN LAMONTAGNE in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Joan Lamontagne - ----------------------------------- ) -------------------------- Address ) JOAN LAMONTAGNE Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 211 EX-10.35 40 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: GORDON SLY, of 1843 Lake Sir John, Lachute, Quebec H8H 4M6 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 212 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TWENTY-FIVE THOUSAND (25,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 5,000 Optioned Shares immediately; (b) 5,000 Optioned Shares on March 24, 2000; (c) 5,000 Optioned Shares on March 24, 2001; (d) 5,000 Optioned Shares on March 24, 2002; and (e) 5,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 213 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 214 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) GORDON SLY in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Gordon Sly - ----------------------------------- ) -------------------------- Address ) GORDON SLY Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 215 EX-10.36 41 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: CHONG H. WANG, of 355 rue Galt, Montreal, Quebec H4G 2P5 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 216 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 217 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 218 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) CHONG H. WANG in ) the presence of: ) ) Chris Kokkalis Ph.D ) - ----------------------------------- ) Name ) 5120 Samson Blvd ) /S/ Chong H. Wang - ----------------------------------- ) -------------------------- Address ) CHONG H. WANG Chomedey, Laval H7W 2J1 ) - ----------------------------------- ) Chief Technology Officer ) - ----------------------------------- ) Occupation ) 219 EX-10.37 42 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: YAKOV MINKIN, of 3957 McKenzie, Montreal, Quebec H3S 1E7 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 220 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 221 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 222 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) YAKOV MINKIN in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Yakov Minkin - ----------------------------------- ) -------------------------- Address ) YAKOV MINKIN Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 223 EX-10.38 43 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: SERGEY MIRONOV, of 4350 Hutchisson, #706, Montreal, Quebec (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 224 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 225 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 226 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) SERGEY MIRONOV in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Sergey Mironov - ----------------------------------- ) -------------------------- Address ) SERGEY MIRONOV Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 227 EX-10.39 44 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: GANG LIU, of 202 - 1240 Rue Du Fort, Montreal, Quebec H3H 2B6 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 228 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 229 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 230 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) GANG LIU in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Gang Liu - ----------------------------------- ) -------------------------- Address ) GANG LIU Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 231 EX-10.40 45 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: JIAN ZENG, of 1240 Ouimet, #43, St. Laurent, Quebec H4I 3P9 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 232 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 233 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 234 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) JIAN ZENG in ) the presence of: ) ) /S/ Dr. Chris Kokkalis ) - ----------------------------------- ) Name ) 5120 Samson Blvd. ) /S/ Jian Zeng - ----------------------------------- ) -------------------------- Address ) JIAN ZENG Chomedey, Laval H7W 2J1 ) - ----------------------------------- ) Chief Technology Officer ) - ----------------------------------- ) Occupation ) 235 EX-10.41 46 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: JUNXIU ZHU, of 7470 Querbes Ave., #2, Montreal, Quebec H3N 2B6 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 236 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TWENTY THOUSAND (20,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 4,000 Optioned Shares immediately; (b) 4,000 Optioned Shares on March 24, 2000; (c) 4,000 Optioned Shares on March 24, 2001; (d) 4,000 Optioned Shares on March 24, 2002; and (e) 4,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 237 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 238 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) JUNXIU ZHU in ) the presence of: ) ) /S/ Dr. Chris Kokkalis ) - ----------------------------------- ) Name ) 5120 Samson Blvd. ) /S/ Junxiu Zhu - ----------------------------------- ) -------------------------- Address ) JUNXIU ZHU Chomedey, Laval H7W 2J1 ) - ----------------------------------- ) Chief Technology Officer ) - ----------------------------------- ) Occupation ) 239 EX-10.42 47 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: MINGHUI HAN, of 3862 Allen, #16, Verdun, Quebec H4G 3C8 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 240 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 241 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 242 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) MINGHUI HAN in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Minghui Han - ----------------------------------- ) -------------------------- Address ) MINGHUI HAN Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 243 EX-10.43 48 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: MINGHUI HAN, of 3862 Allen, #16, Verdun, Quebec H4G 3C8 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 244 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 245 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 246 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) MINGHUI HAN in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Minghui Han - ----------------------------------- ) -------------------------- Address ) MINGHUI HAN Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 247 EX-10.44 49 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: PATRICE FOURNIER, of 139 D'Avignon, D.D.O., Quebec H9B 1Y4 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 248 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TEN THOUSAND (10,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 2,000 Optioned Shares immediately; (b) 2,000 Optioned Shares on March 24, 2000; (c) 2,000 Optioned Shares on March 24, 2001; (d) 2,000 Optioned Shares on March 24, 2002; and (e) 2,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 249 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 250 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: /S/ Dr. Chris Kokkalis - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) PATRICE FOURNIER in ) the presence of: ) ) /S/ Harvey Lalach ) - ----------------------------------- ) Name ) 265 Alice Carriere ) /S/ Patrice Fournier - ----------------------------------- ) -------------------------- Address ) PATRICE FOURNIER Beaconsfield, Quebec H9W 6E6 ) - ----------------------------------- ) Businessman ) - ----------------------------------- ) Occupation ) 251 EX-10.45 50 EMPLOYEE STOCK OPTION AGREEMENT THIS AGREEMENT made the 24th day of March, 1999, BETWEEN: GLOBALNETCARE, INC., of Suite 950 - 2000 McGill College, Montreal, Quebec H3A 3H3 (hereinafter called the "Company") OF THE FIRST PART AND: CHRIS KOKKALIS, of 5120 Samson Blvd., Chomedey Laval, Quebec, H1N 2J1 (hereinafter called the "Purchaser") OF THE SECOND PART WHEREAS: A. The Purchaser is an Employee, as defined herein; and B. The Company wishes the Purchaser to continue as an Employee and to continue to receive the benefit of his/her services. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Purchaser to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows: 1. In this Agreement, the following terms shall have the following meanings: (a) "Employee" means an employee of the Company, or a subsidiary thereof, or an employee of a company under contract to provide management services to the Company; (b) "Expiry Date" means March 24, 2004; (c) "Notice of Exercise" means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised; (d) "Option" means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Purchaser by the Company pursuant to paragraph 2 hereof; (e) "Optioned Shares" means the common shares of the Company, issuable on exercise of the Option; and 252 (f) "Shares" means the common shares in the capital stock of the Company. 2. The Company hereby grants to the Purchaser as an incentive and in consideration of his/her services and not in lieu of salary or any other compensation, subject to the terms and conditions hereinafter set forth, the Option to purchase a total of TWO HUNDRED THOUSAND (200,000) Optioned Shares at the price of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the dates listed below (the "Vesting Dates"); (a) 40,000 Optioned Shares immediately; (b) 40,000 Optioned Shares on March 24, 2000; (c) 40,000 Optioned Shares on March 24, 2001; (d) 40,000 Optioned Shares on March 24, 2002; and (e) 40,000 Optioned Shares on March 24, 2003. 3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date, forthwith expire and terminate and be of no further force or effect whatsoever. 4. No Optioned Shares may be exercised by the Purchaser unless and until a majority of the shareholders of the Company have approved of the grant and exercise of the Optioned Shares. The Company agrees to use reasonable efforts to obtain such approval at the next annual general meeting of the Company. 5. The grant of the Option is conditional upon the receipt by the Company of an order of the Quebec Securities Commission permitting the grant of the Options and the resale by the Purchaser of the Optioned Shares. 6. In the event of the death of the Purchaser on or prior to the Expiry Date, the Option, or such part thereof as remains unexercised, may be exercised by the personal representative of the Purchaser at any time prior to 5:00 p.m., Montreal time, on the first anniversary of the date of death of the Purchaser or prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier. 7. The Company warrants that the Purchaser is a bona fide Employee of the Company (full-time or part-time), or a subsidiary thereof or an employee of a management company providing services to the Company. 8. The Purchaser represents that he is an Employee. In the event the Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date upon which the Purchaser ceases to be an Employee, terminate and be of no further force or effect. 9. In the event that the Purchaser ceases to be an Employee prior to any Vesting Date, the Purchaser shall on the date on which he ceases to be an Employee, be granted that number of Optioned Shares as is equal to the number of Optioned Shares to which the Purchaser would have been entitled to on the next Vesting Schedule, multiplied by the number of months following the last Vesting Date that the Purchaser was an Employee, divided by twelve (12). 10. Subject to the provisions hereof, the Option shall be exercisable in whole or in part (at any time and from time to time as aforesaid) by the Purchaser or his/her personal representative 253 giving a Notice of Exercise together with payment (by cash or by certified cheque, made payable to the Company) in full of the purchase price for the number of Optioned Shares specified in the Notice of Exercise. 11. Upon the exercise of all or any part of the Option, the Company shall forthwith cause the registrar and transfer agent of the Company to deliver to the Purchaser or his/her personal representative within ten (10) days following receipt by the Company of the Notice of Exercise a certificate in the name of the Purchaser or his/her personal representative representing, in aggregate, the number of Optioned Shares specified in the Notice of Exercise and in respect of which the Company has received payment. 12. The Purchaser acknowledges that the Company's shares trade in the United States on the OTC Bulletin Board only. The shares acquired on exercise of the Options may not be traded except in compliance with U.S. securities laws. The shares acquired on exercise may be legended as required by applicable securities laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not be sold for a period one year from their issuance, unless registered with the United States Securities and Exchange Commission. 13. Nothing herein contained shall obligate the Purchaser to purchase any Optioned Shares except those Optioned Shares in respect of which the Purchaser shall have exercised his/her Option in the manner hereinbefore provided. 14. In the event of any subdivision, redivision or change of the Shares of the Company at any time prior to the Expiry Date into a greater number of Shares, the Company shall deliver at the time of any exercise thereafter of the option such additional number of Shares as would have resulted from such subdivision, redivision or change if such exercise of the Option had been made prior to the date of such subdivision, redivision or change. 15. In the event of any consolidation or change of the Shares of the Company at any time prior to the Expiry Date into a lesser number of Shares, the number of Shares deliverable by the Company on any exercise thereafter of the Option shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Option had been made prior to the date of such consolidation or change. 16. The Purchaser shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Option has been properly exercised in accordance with paragraph 10 hereof. 17. Time shall be of the essence of this Agreement. 18. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Purchaser and his/her personal representative to the extent provided in paragraph 6 hereof. 19. Subject to paragraph 6, this Agreement shall not be transferable or assignable by the Purchaser or his/her personal representative and the Option may be exercised only by the Purchaser or his/her personal representative. 254 20. If at any time during the continuance of this Agreement, the parties hereto shall deem it necessary or expedient to make any alteration or addition to this Agreement, they may do so by means of a written agreement between them which shall be supplemental hereto and form part hereof. 21. Wherever the plural or masculine are used throughout this Agreement, the same shall be construed as meaning singular or feminine or neuter or the body politic or corporate where the context of the parties thereto require. 22. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement. IN WITNESS WHEREOF the Company have executed this agreement as of the day and year first above written. GLOBALNETCARE, INC. Per: - ------------------------- Authorized Signatory SIGNED, SEALED AND DELIVERED by ) CHRIS KOKKALIS in ) the presence of: ) ) ) - ----------------------------------- ) Name ) ) - ----------------------------------- ) -------------------------- Address ) CHRIS KOKKALIS ) - ----------------------------------- ) ) - ----------------------------------- ) Occupation ) 255 EX-10.46 51 CONTRACT OF INSURANCE MARSH An MMC Company Marsh Canada Limited 220, avenue McGill College, bureau, 300 Montreal, (Quebec) H3A 3P8 Telephone (514) 285-4700 THIS IS TO CERTIFY THAT IN ACCORDANCE WITH YOUR INSTRUCTIONS, THE FOLLOWING INSURANCE HAS BEEN EFFECTED ON YOUR BEHALF AGAINST WHICH A CERTIFICATE/S AND/OR POLICY/IES WILL BE ISSUED BY THE INSURER/S. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS COVER NOTE AND THE CERTIFICATES AND/OR POLICY/IES TO BE ISSUED, THE TERMS, CONDITIONS AND LIMITATIONS OF SUCH CERTIFICATE/S AND/OR POLICY/IES SHALL PREVAIL. DATE: September 15, 1999 - ------- NAMED INSURED: GlobalNetCare, Inc. - ------------------------- MAILING ADDRESS: 2000 McGill College, Suite 950 - --------------------------- Montreal, Qc H3A 3H3 PERIOD: From September 9, 1999 to September 9, 2000 - ----------- Both days at 12:01 a.m./standard time at the mailing address of the Name Insured. PREMIUM: $40,000. Deposit - ------------- PARTICULARS OF INSURANCE: MEDICAL PROFESSIONAL LIABILITY INSURANCE PROGRAM AS FOLLOWS: - POLICY WORDING: AS PER ATTACHED DOCUMENT SUBJECT TO THE FOLLOWING CHANGES BY ENDORSEMENT: THE DEFINITION OF "INSURED" INCLUDES ON LINE PHYSICIANS SOLELY WORKING ON BEHALF OF GLOBALNETCARE - COVERAGE BSSIS: CLAIMS MADE - LIMIT OF COVERAGE: $ 5,000,000 PER OCCURRENCE $10,000,000 PER AGGREGATE - DEDUCTIBLE: $10,000 ALL LOSSES - ADJUSTMENT RATES: UP TO $1.2M RECEIPTS: $35 PER $1,000 RECEIPTS FROM $1.2M UP TO $2.5M RECEIPTS: $17.50 PER $1,000 RECEIPTS IN EXCESS OF $2.5M RECEIPTS: $8.75 PER $1,000 RECEIPTS - Y2K EXCLUSION: (AS PER MISINTERPRETATION OF DATE EXCLUSION ENDORSEMENT ATTACHED) CANCELLATION: INSURANCE UNDER THIS COVER NOTE WILL CEASE AT THE DUE DATE THAT - ----------------------- THE CERTIFICATE/S AND/OR POLICY/IES REPLACING THIS COVER NOTE ARE ISSUED. SUCH INSURANCE MAY BE CANCELLED BY THE INSURER/S MY MAILING AT LEAST N/A DAYS WRITTEN NOTICE TO THE NAMED INSURED AT THE ADDRESS STATED HEREIN. INSURERS AND PARTICIPATION: - ------------------------------------------------ ST PAUL FIRE & MARINE INSURANCE COMPANY 100% Marsh Canada Limited Per: --------------------------------- 256 HEALTH CARE FACILITY MEDICAL PROFESSIONAL LIABILITY PROTECTION - CLAIMS MADE This insuring agreement provides medical professional injury liability protection for your health care business. There are, of course, limitation which apply to that protection. As a result, this agreement should be read carefully to determine the extent of the coverage provided to you and other protected persons. Important Note: This insuring agreement provides claims-made coverage. Claims or suits must be reported during the policy period or during an optional reporting endorsement period. Please read this Insuring agreement carefully, especially the What This Agreement Covers and When This Agreement Covers sections. Table of Contents Page What this Agreement Covers 1 Medial professional injury liability 1 Right and duty to defend 2 Additional payments 2 Right to appeal 2 when This Agreement Covers 3 Optional Reporting Endorsement 3 Where This Agreement Covers 3 who Is Protected Under This Agreement 3 Individual 3 Partnership or joint venture 3 Corporation or other organization 3 Administrators 3 Persons performing committee or board services 4 Employees, students and volunteer workers 4 Separation of protected persons 4 Limits Of Coverage 4 Each person limit 4 Total limit 4 How the limits of coverage apply if a total 4 limit is left blank Application of new limits 4 Deductibles 4 Each person deductible 4 Total deductible 5 Other Insurance 5 What This Agreement Covers - ------------------------------------------ Medical professional injury liability. We'll pay amounts any protected person is legally required to pay as damages, including damages assumed under contract. The damages must be for medical professional injury that results from health care professional services provided, or which should have been provided: - - by or for a protected person; - - on or after the retroactive date; and - - before this agreement ends The medical professional injury must also be reported to us while this agreement or an optional reporting endorsement to this agreement is in effect. Protected person means any person or organization who qualifies as a protected person under the Who Is Protected Under This Agreement section of this agreement. Contract means any contract or agreement that is in effect at this time of the medical professional injury. Medical professional injury means injury, including death, to others that results from health care professional services provided, or which should have been provided, by or for a protected person. Health care professional services means only the following: - - Medical, surgical, dental, x-ray, nursing, mental or other similar health care professional services or treatments, and food or beverages given with those services or treatments. - - Dispensing of drugs or medical or dental supplies and appliances. - - Performing postmortem procedures, including autopsies or harvesting of organs. - - Evaluating, or responding to an evaluation of the professional qualifications or clinical performance of any provider of health care professional services, when done by or for any of your formal review boards or committees. - - Communicating, or failing to communicate, to any of your formal review board or committees, information that relates to their covered activities. - - Carrying out, or failing to carry out, a decision or directive of any of your formal review boards or committees that relates to their covered activities. 257 - - Your formal review boards or committees means any formal review board or committee of yours while performing the following functions: - - evaluating the professional qualifications or clinical performance of any provider of health care professional services; or - - promoting and maintaining the quality of health care professional services being provided. Retroactive date means the retroactive date shown in the Coverage Summary. If no retroactive date is shown in the Coverage Summary, we'll consider the retroactive date to be the same as the beginning date of this agreement. Right and duty to defend. We'll have the right and duty to defend any claim or suit for covered medical professional injury made or brought against any protected person. We'll do so even if any of the allegations of any such claim or suit are groundless, false or fraudulent. But we have no duty to perform other acts or services. And our duty to defend claims or suits ends when we have used up the limits of coverage that apply with the payment of judgments or settlements. We'll have the right to investigate any claim or suit for covered medical professional injury to the extent that we believe it is proper to do so. We'll also have the right to settle any claim or suit for covered medical professional injury within the available limits of coverage. claim means: - - a demand which seeks damages for medical professional injury; or - - your notice advising of circumstances which are likely to result in a demand for damages for medical professional injury. Your notice means a notice from you to us or one of our agents that includes all of the following: - - The date, time and place of the medical professional injury. - - A detailed description of what happened, including what health care professional service was being provided or should have been provided. - - The type of demand for damages that you anticipate. - - The name and address of the injured party. - - The names and addresses of any witnesses. But we won't consider any "Patient Incident Report", "Variance Report" or any other report, made for loss prevention purposes, to be a notice, even if you send it to us or one of our agents. Suit means a civil proceeding which seeks damages for medical professional injury. It includes: - - an arbitration proceeding for such damages to which the protected person must submit or submits with our sent; and - - any other alternative dispute resolution proceeding for such damages to which the protected person submits with our consent. Additional payments. We'll have the duty to make only the payments shown below in connection with any claim or suit for covered medical professional injury that we investigate or defend. These payments are in addition to the limits of coverage. But our duty to make such payments ends when we have used up the limits of coverage that apply with the payment of judgments or settlements. Our expenses. We'll pay all expenses we incur. Expenses incurred by protected persons. We'll pay all reasonable expenses that any protected person incurs at our request while helping us investigate or defend a claim or suit for covered medical professional injury. But we won't pay more than $250 per day for earnings actually lost by the protected person because of time taken off from work. Taxed costs. We'll pay all costs taxed against any protected person in a suit. Prejudgment interest. We'll pay the prejudgment interest that's awarded against the protected person on that part of a judgment paid by us. But if we make a settlement offer to pay the available limit of coverage, we won'' pay the prejudgment interest that accumulates after the date of our offer. Pastjudgment Interest. We'll pay all interest that accumulates on that part of a judgment for which we make a payment. But only from the date of the judgment to the date we: - - pay, - - offer to pay; or - - deposit in court: - - the limit of coverage that applies to the judgment. Right to appeal. We'll have the right to appeal a judgment for medical professional injury in any suit we defend. If we appeal such a judgment, we'll pay all expenses which result directly from that appeal. This includes any taxed costs and postjudgment interest. Such appeal expenses are in addition to the limits of coverage. However, the results of an appeal won't change the limits of coverage that apply under this agreement. 258 When This Agreement Covers - -------------------------- We'll apply this agreement to claims or suits for covered medical professional injury only when they're first reported: - - while this agreement is in effect; or - - while an optional reporting endorsement to this agreement is in effect. protected person knew about before the beginning date of this agreement. We'll consider a claim or suit for covered medical professional injury to be first reported on the date that you inform us or one of our agents of a claim or suit. If a claim or suit for covered medical professional injury is first reported while this agreement or an optional reporting endorsement to this agreement is in effect, we'll consider any later claims or suits for the same medical professional injury to have been reported at the time the first claim or suit was Optional Reporting Endorsement - ------------------------------ If this agreement is cancelled or not renewed for any reason, you have the right to buy an optional reporting endorsement. An optional reporting endorsement will not change the ending date of this agreement. But it will extend the time during which you may first report claims or suits for medical professional injury that would have been covered by this agreement had the claim or suit first been reported before this agreement was cancelled or not renewed. We won't issue an optional reporting endorsement unless we receive your written request for it within 30 days after this agreement, or a previous optional reporting endorsement to this agreement, ends. Not will it take effect unless the additional premium for it is paid when due. If we don't receive your written request within the 30 days or you don't pay the additional premium when it's due, you may not exercise this right later. If an optional reporting endorsement, issued when this agreement ends, extends indefinitely the time to first report claims or suits, its premium will be figured using rates and rules in effect at the time your most current policy period began. Once you have paid the additional premium, an optional reporting endorsement may not be cancelled and the entire premium is non-refundable. Where This Agreement Covers - --------------------------- We'll: - - investigate and defend claims or suits; and - - pay judgements or settlements; professional services provided, or which should have been provided: - - in the coverage territory; or - - in the rest of the world by a person whose home is in the coverage territory, but is away for a short time on your business. Coverage territory means Canada, the United States of America, its territories and possessions, and Puerto Rico It includes international waters or airspace only during travel or transportation between any of the above places. The following are protected persons, but no intern, extern, resident, or dental, osteopathic or medical doctor is a protected person for any direct patient care that they provided or should have provided. Individual. If you are named in the Coverage Summary and are an individual, you and your spouse are protected persons only for the conduct of a business of which you are the sole owner. Partnership or joint venture. If you are named in the Coverage Summary and are a partnership or joint venture, you are a protected person. Your partners or co-venturers and their spouses are protected persons only for the conduct of your business. However, no person or organization is a protected person for the conduct of any current or past partnership or joint venture that's not named in the Coverage Summary. Corporation or other organization. I f you are named in the Coverage Summary and are a corporation or other organization, you are a protected person. Your executive officers, directors or trustees are protected persons only for their duties as your officers, directors or trustees. Your stockholders are protected persons only for their liability as your stockholders. Administrators. Your administrators are protected persons only for their duties as your administrators. Your administrators means any administrator, superintendent or chief executive officer, medical director, department head (including the head of the medical staff) or staff member that performs administrative duties for you. Persons performing committee or board services. Persons performing services on or for your formal review boards or committees are protected persons, but only while performing covered services required or requested by such boards or committees. Employees, students and volunteer workers. Your employees, students and volunteer workers are protected persons only for work done within the scope of their duties for you. 259 But we won't cover medical professional injury to fellow employees if that injury is received on the job. Separation of protected persons. We'll apply this agreement: - - to each protected person named in the Coverage Summary as if that protected person was the only one name there; and - - separately to each other protected person. However, the limits of coverage are shared by all protected persons. We explain how in the Limits Of Coverage section. Also, any right or duty specifically assigned to the first Named Insured remains unchanged. We explain those rights and duties in the General Rules, which is a part of your policy. Limits of Coverage - ------------------ The limits shown in the Coverage Summary and the information contained in this section fix the most we'll pay regardless of the number of: - - protected persons; - - claims or suits reported; or - - persons or organizations making claims or bringing suits. Each person limit. This is the most we'll pay for all covered medical professional injury that results from a health care professional service, or a series of related health care professional services, to any one person. Total limit. This is the most we'll pay for all claims or suits for covered medical professional injury that are first reported in a policy year. We explain what we mean by first reported in the When This Agreement Covers section. Policy year means the policy period shown in the introduction when the policy period is one year or less. But when the policy period is longer than one year, it means each consecutive annual period and the remaining period if any, that the policy is in effect, starting with the date the policy begins. If the original policy period shown in the introduction is extended for less than 12 months, each extended period will be considered to be part of the last policy year. For example: Your policy period is for one year. During the policy year you request a three month extension. We agree. As a result, your policy year becomes 15 months. It will be subject to the same limits of coverage that applied when the policy year was 12 months. How the limits of coverage apply if a total limit is left blank. If the amount of the total limit is left blank in the Coverage Summary, that total limit will be considered to be three times the each person limit. Application of new limits. If you change the limits of your coverage under this agreement, or if you have changed them in the past while insured by us, the new limits don't apply to any claim or suit that: - - was made or brought against any protected person; or - - any protected person knew about; before the effective date of the limits change. Deductibles - ----------- The deductibles shown in the Coverage Summary and the information contained in this section fix the amount of damages over which the limits of coverage will apply, regardless of the number of: - - protected persons; - - claims or suits reported; or - - persons or organizations making claims or bringing suits, The deductible does not apply to any additional payments. we can pay all or part of your deductible to settle a claim or suit. If we do, you agree to repay us within 30 days after we inform you of the loss payment. Each person deductible. You'll be responsible for the amount of damages within this deductible for all covered medical professional injury that results from a health care professional service, or a series of related health care professional services, to any one person. Total deductible. You'll be responsible for the amount of damages within this deductible for all claims or suits for covered medical professional injury that are first reported in a policy year. we explain what we man by first reported in the When This Agreement Covers section. If no Total deductible amount is shown in the Coverage Summary, this Total deductible section doesn't apply. You'll be responsible for all Each person deductibles without further limitation. Other Insurance - ----------------------- This agreement is primary insurance. If the protected person has any other valid and collectible insurance for claims or suits covered by this agreement. We'll pay the portion of the damages which: - - exceeds the deductible, if one applies and - - equals our percentage of the total of all limits that apply. But we won't pay more than the limits of coverage that apply under this agreement. For example: The limit of coverage under this agreement is $1,000,000. Another policy with a limit of $250,000 also covers a claim covered by this agreement. We won't pay more than 80% ($1,000,000/$1,250,000) of any loss 260 EMPLOYEES AS ADDITIONAL PROTECTED PERSONS ENDORSEMENTS This endorsement changes your Professional Liability Protection - Claims-Made. How Your Coverage Is Changed The following is added to the Who Is Protected Under This Agreement section. This change adds certain protected persons and limits their protection. Employees. Your employees and authorized volunteer workers are protected persons when they're working within the scope of their assigned duties. This endorsement does not, however, cover interns, externs, residents or dental, osteopathic or medical doctors, nurse midwives, anesthetists, nurse practitioners or physicians assistants even if they're employees. Nor will we cover injuries to fellow employees received on the job or damage to property you or your employees own, rent, occupy or control Limits Of Coverage The following is added to the Limits Of Coverage section. Your limits of coverage will not apply separately to employees. Your employees will share in the organization's limit. The organization is shown under the Who's Protected section in the Coverage Summary. Other Terms All other terms of your policy remain the same. 261 MISINTERPRETATION OF DATE EXCLUSION ENDORSEMENT This Endorsement changes your HOW COVERAGE IS CHANGED The following is added to the Exclusion(s) - Losses Not Covered section. This change excludes coverage. Misinterpretation of data. We won't cover any claims that result from: - - the actual, alleged, or potential failure, malfunction or inadequacy of any computer component, equipment, program or system, whether belonging to any protected person or any other person or organization to correctly read, recognize, interpret, distinguish, process or accept any encoded, abbreviated or encrypted date, time or combined date/time data or data field; - - the actual, alleged, or potential failure, malfunction or inadequacy of any other products, or any services, data or functions that directly or indirectly use or rely on such computer component, equipment, program or system; or - - any advice. consultation, design, evaluation, inspection, installation, maintenance, repair, or supervision done or provided by or for you to determine, rectify, or test for failure, malfunction or inadequacy of such computer component, equipment, program or system. Failure, malfunction or inadequacy shall include any error in original or modified design, data entry or programming. Computer component, equipment, program or system means any: - - computer application software; - - computer hardware, including any micro-processor or computer chip that is part of a computer system; - - computer network; - - computer operating system and related software; - - microprocessor or computer chip that is not part of a computer system, including any embedded chip; or - - other computerized or electronic component or equipment. Other Terms All other terms of your policy remain the same. EX-10.47 52 INTERNET SERVER COLLOCATION AGREEMENT INTERNET SERVER COLLOCATION ATTACHMENT This agreement will provide GlobalNetCare "Customer" with collocation service for your equipment in SecureNet Point of Presence (POP) in St. Laurent. This includes a direct high speed connection between the SecureNet backbone and your collocated equipment. SecureNet will provide the Customer with a defined amount of rack space power supply 15 Amp/110Vac in a environmentally controlled, secure machine room. The Customer is responsible for any out-of-band console access. SecureNet assumes responsibility for the line connecting the customer equipment to the SecureNet backbone and any SecureNet backbone issues. The customer's equipment will be the demarcation point for SecureNet. The customer is wholly responsible for their equipment and any telecommunication lines (analog/ISDN, etc.) connected to their equipment. The customer is also responsible for all troubleshooting and maintenance of their equipment. If the customer requires physical access to the SecureNet POP, it must be arranged through SecureNet staff and additional charges will apply (see SecureNet POP Access Fees Schedule B attached).
Item Description Qty. Per Unit Per Month Duration 1 Setup cost 5 N/A N/A 15 2 Rental of rack space 4 Std 19" 4U $ 25.00 15 3 Rental of rack space 1 Std 19" 16 U $ 50.00 15 4 Internet Access cost (Burstable T1)* Subtotal $ 150.00 Offer valid until July 23rd 1999, taxes, freight and telco charges not included *Billing will fluctuate based on sustained usage. See attached Schedule A.
NOTE: Setup cost includes one visit to the POP for initial installation. Installation time must be arranged with a SecureNet Staff at least 24 hours in advance. The Minimum Service Period for dedicated access is the number of months listed above under duration**. All dedicated access items are invoiced monthly in advance. The first invoice is sent upon our receipt of this Quotation signed by you. Subsequent months are invoiced in advance once you have basic IP connectivity on your link. Dedicated access terms are net thirty (30) days. All payments must be made payable to SecureNet Information Services Inc. ** GlobalNetCare may discontinue this agreement after 3 months with a 30 day notice if dissatisfied with the service provided, all outstanding accounts must be settled before equipment is removed from SecureNet POP. If Customer becomes delinquent SecureNet reserves the right to liquidate the collocated items to settle outstanding invoices. I (the Customer) have read and accept the attached Terms and Conditions, which, together with this agreement, constitute the entire Agreement between SecureNet and Customer (GlobalNetCare Inc.). SecureNet Information Services Inc. GlobalNetCare Inc. 100 Alexis Nihon Blvd 2000 McGill College Suite 283 Suite 950 St. Laurent, Quebec H4M 2N7 Montreal, Quebec H3A 3H3 Per: /s/J.M. Vandette Per: /s/Dr. Chris Kokkalis ----------------------- ----------------------------- Jean M. Vandette Dr. Chris Kokkalis President Chief Technology Office Authorized Signing Authority Date: 25/5/99 ---------- PLEASE SIGN AND RETURN BY FACSIMILE TO (514) 744-1552 262 SCHEDULE A BURSTABLE T1 (UP TO 1,544 MHPS) The Burstable T1 service gives the user the advantage of a full T1 connection to the Internet with the flexibility of paying only for the actual bandwidth level used. SecureNet provides the customer with a full T1 from the SecureNet Point of Presence POP) to the customer's collocated equipment. Burstable T-1 Pricing Usage Level Monthly Service 0k to 128k $600.00 128k to 256k $850.00 256k to 384k $1100.00 384k to 512k $1350.00 512k to 1024k $1950.00 1024k to 1544k $2350.00 Monthly billing for Burstable T1 service is based on sustained usage level during the month, as determined by traffic samples taken approximately every five minutes over the course of the month. The customers monthly charge is determined by the usage level under which 95% of samples fall. Local telco charges are not included, prices quoted above are Internet access charges. Price do not include GST or PST. ** This price is based on a re-commitment to a 12 month term of service. SCHEDULE B SecureNet POP Access Fees Access only by arrangement and with SecureNet and under escort Escort access to St. Laurent POP 9-5 with 24 hours notice - $0/hour outside 9-5 weekdays with 24 hours notice or weekdays without appointment - $.50/hour Minimum time charge for after hours call out 2 hours. Collocation Access Turn-around Time If customer's collocated hardware fails, the expected turn-around times to gain access (Maximum time) to our collocated space in St. Laurent are: Mon-Fri, 8:30am-9pm: 1 hour Mon-Fri, 9pm - 8:30am: 4 hours Weekends 9am - 8pm: 1 hour weekends 8pm - 9am: 4 hours Legal Holidays: 4hours SecureNet will make every effort to co-ordinate escorted customer access to the POP in a timely fashion. SCHEDULE C Labour for administrative or technical services. Weekday incremental backups, with full backup on Friday AM, tapes and any and all other required materials, storage materials and disposition/transportation of tapes to be provided by Customer. Charge of $0.00 per month for this service. Technical services if required $50.00 per hour per technician. 263 SCHEDULE D SecureNet acknowledges the confidentiality of clients propriety material. SecureNet acknowledges that the information and software technology that is proprietary to GlobalNetCare servers must be kept secret. That the access to the serves by a SecureNet technician for other than backups or re-starting of the server will be limited to applications designated by GlobalNetCare. SecureNet will require that any person or persons wishing to gain access to GlobalNetCare equipment be properly identified with photo ID. GlobalNetCare authorizes SecureNet staff to access all collocated machines when requested for maintenance or repairs as required or under emergency conditions (breakdowns). SCHEDULE E Under the "SECURENET INFORMATION SERVICES AGREEMENT TERMS" clause 2 is viewed as not applicable. Under the SERVICE TERMINATION clause it will be amended to read as follows: --------------------------------- SecureNet reserves the right in its sole discretion to suspend or terminate Service to GlobalNetCare in the event of delinquency of account payment or if GlobalNet Care pertakes in illegal dealings or legalities. Client may cancel the service upon serving a 30 day written notice in accordance with the term length set in the collocation agreement. any and all outstanding accounts must be settled prior to removal of collocated equipment. The client is responsible for a minimum of 90 days service. SCHEDULE F Backup power/generator services to 1200 watts/110 Vac will be supplied if any special conditioning or filters are required, the customer is to supply the additional equipment for this filtering. EX-10.48 53 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ENTERED INTO AT - -------------------------------------------------------------------- MONTREAL THIS 13TH DAY OF SEPTEMBER, 1999 - ------------------------------------------------------------------------- BETWEEN: GLOBALNETCARE, a company incorporated under the laws of the state of Florida, situated at 2000 McGill College, suite 950, Montreal, Quebec, H3A 3H3 (hereinafter referred to a "GlobalNetCare") AND: DR. FOTINI SAMPALIS MD, PHD, domiciled and residing at 1348 Elizabeth Blvd., Chomedey, Laval. H7W 3J8 (hereinafter referred to as "The Doctor") WHEREAS: GLOBALNETCARE and the Doctor, wish to enter into an agreement under which the Company shall engage the services of the Doctor for the purpose of Its affairs. 1. The Company shall retain the Doctor and the Doctor has advised the Company, of her willingness, ability and desire to do -so. 2. POSITION AND DUTIES The Doctor, - - Assumes the position of member of the SCIENTIFIC COMMITTEE which advises the Board on medical matters; - - Assumes the position of GENERAL MANAGER of all Information Centers - overseeing all Health Care Professionals The doctor/manager, a) collaborates with the Director of Technology b) directs the Project Manager, c) assigns and supervises the work of the Medical Writers, Graphic Artists, d) develops and oversees the logistics for each Information Center. The doctor/manager, 264 a) directs each Physician in the technique of developing an information Center compatible, in form and content, with the Pythian system, b) ensures input of each Center by Computer Programmers c) implements revisions of the module, as requested by Heads of Centers, d) ensures the professional editing of each Center. The doctor/manager, a) assumes the position of the Surgical Center Committee, b) collaborates in the production of surgical teleconferences, c) collaborates in the production of robotic surgery. The doctor/manager, a) develops and oversees the logistics of the "Distance Based Training" Teleconference Program b) ensures input of the Program by the programmers c) is solely responsible for the "Distance Based Training" of Health Care professionals on innovative and traditional diagnostic and treatment techniques for breast disease. The doctor/manager, a) is responsible for. the medical aspect of research and development of proposals for medical and pharmaceutical companies b) communicates with medical and pharmaceutical companies c) assists in the formation of alliances with medical and pharmaceutical companies 3. Terms of Agreement Any and all liabilities arising pursuant to information provided by the Doctor under the terms of this agreement shall be the sole responsibility of GlobalNetCare. GlobalNetCare hereby covenants and agrees to indemnify, save and hold the Doctor harmless from and against any and all loss and damages, costs, expenses, liabilities or fees (including legal fees and costs) arising out of or connected with any liabilities or law suits initiated pursuant to any and all information provided under the terms of this Agreement- 265 4. Earlier Termination Notwithstanding any provisions to the contrary, the Company may terminate the present Agreement at any time by giving the Doctor 2 weeks written notice. 5. Remuneration GlobalNetCare shall remunerate the Doctor with shares, equivalent to US$500.000.00 for compensation for the following a. Delivery of the 'Virtual Breast Center" b. Completion of the "Telesurgery Project' c. Completion of the "Distanced Based Training Project" The shares would be provided in two installments: - - US$250,000.00 following the signing of the agreement; - - US$250,000.00 six months following the signing of the agreement. In addition, GlobalNetCare shall pay to the Doctor the sum of C$2500 payable weekly and effective as of January l, 2000 for 20 hours of work per week of service to GlobalNetCare. 6. Confidentiality The Doctor shall not, either during this Agreement or after the termination thereof, divulge, disclose or communicate to any person whomsoever, or use for her own or another's advantage, any confidential information which the Doctor may receive or obtain in relation to the affairs of GlobalNetCare except in so far be necessary for the Doctor to do any of the foregoing in the performance of his duties hereunder. 7. Document and other Property All documents, records, correspondence, accounts, equipment or other property relating to the affairs of the GLOBALNETCARE and kept in the possession or under the control of the Doctor shall be and remain the property of GLOBALNETCARE. 8. Modification This agreement shall not be modified or changed in any way except by written amendments signed by both GlobalNetCare and the Doctor, 9. Language The parties herein declare that they have requested that this contract be drafted in English; les parties derlarent qu'ils ont exige que ce contract soit redige en anglais 266 Signed: /s/George Tsoukas - --------------------------- Dr. George Tsoukas - ----------------------------------------- Physician September 13th, 1999 - ------------------------------- Date EX-10.49 54 SERVICES AGREEMENT SERVICES AGREEMENT ----------------------------------- THIS dated for reference day of August, 10 1999. BETWEEN: DR. RONALD DENIS, a doctor residing at 33 Kindersley St., Town of Mont-Royal, Quebec, H3R 1P8, Canada (Referred to as the "Doctor") AND: GLOBALNETCARE, INC., a corporation incorporated under the laws of the State of Florida with an office at 2000 McGill College, Suite 950, Montreal, Quebec, H3A 3H3, Canada (Referred to as "GlobalNetCare") WITNESSES THAT WHEREAS: A. GlobalNetCare is in the business of operating a healthcare website, GlobaiNetCare.com (the "Website"), to provide users with, among other things, - -individualized information, advice and support with respect to various health issues; B. The Website is composed of multiple Health n Centers (each an Information Center), each dealing with specific health issues on a specialized and continual basis and each serviced by a team of doctors (the "Information Center Team") which updates and revises the Information Center on a regular basis-, C. GlobalNetCare wishes to develop and implement an Information Center to deal with: a) trauma related injuries and conditions (the "Trauma Net Center") and b) surgical care and practice (the "Surgical Information Centre"); D. As part of the Webster, GlobalNetCare will assemble: a) a team of medical specialists (the "Teleconference Team") to operate a teleconference whereby GlobalNetCare will link, by video teleconferencing over the Internet, various medical specialists with other physicians, interns, students, patients or other persons for the purpose of providing specialized medical diagnosis and treatment services in connection with various medical and health issues. b) the Medical Policy Committee (MPG), consisting of doctors (each a MPC Member), will scrutinize, review and recommend revisions, deletions and addition, to the type 267 of Information Center available on the Website and provide advice on other services to be provided by GlobalNetCare. E. The Doctor possesses expertise in the diagnosis and treatment of trauma related injuries and conditions and surgical care and practice; F. GlobalNetCare wishes to retain the Doctor to: a) develop and implement the Trauma Net Center, b) assume the position of Co-chairman of the Teleconference Project, c) assume the position of member of the Medical Policy Committee d) provide GlobalNetCare with consulting services regarding various issues of clinical and surgical care, and e) act as GlobalNetCare's agent for the negotiation of certain strategic alliances and contracts in connection with the Website (the "Services"); and G. The Doctor has advised GlobalNetCare of his willingness, ability and desire to perform the Services; THEREFORE in consideration of the premises and the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto covenant and agree as follows- 1. GlobalNetCare hereby engages the Doctor to provide, and the Doctor hereby agrees to provide the Services as set out in this Agreement as an independent adviser and consultant. MATERIALS FOR THE TRAUMA NET CENTER - --------------------------------------------------------------------- 2. The Doctor shall provide to GlobalNetCare information and materials on the diagnosis and treatment of trauma related injuries and conditions (the "Trauma Materials"), suitable in form and content for integration Into GlobalNetCare's Pythian System, and satisfy-Ing such standards of professional ethics and practices as shall be applicable 3. GlobalNetCare shall have the right to review the Trauma Materials and to incorporate such amendments thereto as GlobalNetCare may, in its discretion, reasonably require, If GlobalNetCare, acting reasonably, satisfies itself as to the form and content of the Trauma Materials GlobalNetCare will provide written notice (the "Trauma Acceptance Notice") to the Doctor of its acceptance or rejection of same no later than the 14th business day following receipt of the Trauma Materials. If GlobalNetCare fails to provide either a rejection, a request for further Trauma Materials or the Trauma Acceptance Notice to the Doctor within such time limits, it shall be deemed to have accepted the Trauma Materials as of the first business day (the "Trauma Deemed Acceptance Date') next following the date on which the Trauma Acceptance Deadline occurs- For greater certainty, GlobalNetCare shall be deemed to have accepted the Trauma 268 Materials on the earliest to occur of the Trauma Deemed Acceptance Date or the date of the Trauma Notice of Acceptance (such earlier date, the "Trauma Acceptance Date"), if it takes no other action. 4. For a period of five (5) years after the Trauma Acceptance Date, the Doctor shall be the Head of the Trauma Net Center Team and shall be responsible for the periodic review, maintenance and updating of the Trauma Materials to ensure that such Trauma Materials continue to meet such standards of professional ethics and practice as from time to time may be applicable. APPOINTMENT TO BOARD OF DIRECTORS - ------------------------------------------------------------------ 5. GlobalNetCare shall, within thirty (30) days of execution of this Agreement, cause the Doctor to be appointed to the Board of Directors (the "GlobalNetCare Board") of GlobalNetCare to hold office until the Doctor resigns as a director or until the next annual general meeting of GlobalNetCare, whichever is earlier. 6. The Doctor acknowledges that the GlobalNetCare Board is elected annually. TELECONFERENCE PROJECT - --------------------------------------------- 7. GlobalNetCare hereby appoints the Doctor as a co-chairman of the Teleconference Project and the Doctor hereby accepts the appointment for the term of this agreement- 8. During the term of this Agreement and while acting as co-chairman of the Teleconference Project Team, the Doctor shall be responsible for the operation of the Project. MEDICAL POLICY COMMITTEE - ---------------------------------------------- 9. GlobalNetCare hereby appoints the Doctor as a Member of the Medical Policy Committee and the Doctor hereby accepts such appointment for the term of this Agreement. CONSULTING SERVICES - ------------------------------------- 10. During the term of this Agreement, the Doctor shall provide to GlobalNetCare twenty (20) hours per month of professional medical consulting services (the "Consulting Services") regarding various issues of clinical and surgical care as directed by GlobalNetCare. STRATEGIC ALLIANCES AND CONTRACTS - ----------------------------------------------------------------- 11. The Doctor covenants that he shall, as agent for and on behalf of GlobalNetCare, use his best efforts to arrange alliance between GlobalNetCare and Lucent Technologies. 12. The Doctor covenants that he shall, as agent for and on behalf of GlobalNetCare, use his best efforts to arrange an alliance between GlobalNetCare and U.S.S.C. 269 COMPENSATION FOR SERVICES - -------------------------------------------------- 13. As the Doctor's compensation for services, other than the Consulting Services, rendered under this Agreement, GlobalNetCare shall issue to the Doctor, as fully paid and non-assessable, four hundred and eighty hundred thousand (480,000) common shares in the capital of GlobalNetCare (the "Shares"). The Shares shall vest as to 200,000 Shares on the date of the execution of this Agreement and 280,000 Shares upon completion of agreements with Lucent Technologies, Guidant and U.S.S.C. or on each six (6) month anniversary of the date of this Agreement ("Vesting Dates") until all 480,000 Shares have been vested to the Doctor. The share certificates representing the first 200,000 Shares will be delivered by GlobalNetCare to the Doctor within thirty (30) days of execution of this Agreement. The remaining share certificates shall be delivered as to two (2) share certificates of 140,000 each on or before each of the Vesting Dates as analyzed above. If this Agreement is terminated for any reason, those Shares that have vested in the Doctor at the effective date of termination shall be deemed to have been earned by the Doctor and no claim for any additional shares, compensation, severance or consideration of any kind may be made by the Doctor- provided, however, that GlobalNetCare shall have the right to offset against any payment owing to the Doctor under this Agreement any damages, liabilities, costs or expenses suffered by GlobalNetCare by reason of the fraud, negligence or willful act of the Doctor, to the extent such right has not been waived by GlobalNetCare. 14. The Doctor acknowledges that the Shares have not been registered pursuant to the securities laws of any jurisdiction and are being issued pursuant to exemptions from registration contained in the Securities Act (Quebec) and the United States Securities Act of 1933, as amended (the "1933 Act"), and the Shares may only be sold in a jurisdiction in accordance with the restrictions on resale prescribed under the laws of the jurisdiction in which such shares are sold, all of which may vary depending on the jurisdiction. Accordingly, the Shares will be subject to hold periods and other restrictions as is stipulated by applicable securities legislation, including those restrictions imposed on affiliates", as that term is defined in the 1933 Act. GlobalNetCare agrees to add registration of any of the Shares issued to the Doctor to any other share registration that it may file with the SEC during the term of this Agreement, 15. As compensation for the Consulting Services rendered by the Doctor pursuant to this Agreement, GlobalNetCare shall pay to the Doctor an honorarium in the sum of US$3,500 per month payable monthly and effective as of the 1st of June 1999. 16 At all times during the term of this Agreement, the Doctor shall cause accurate books and records of all expenditures made by him in connection with the activities being performed for GlobalNetCare under this Agreement to be kept and keep all invoices, receipts and vouchers relating thereto. If a special expense is required, GlobalNetCare may give the Doctor prior approval of -its willingness to reimburse for particular expenses. GlobalNetCare must provide such consent in writing prior to the expense being incurred. 17. In performing services hereunder, the Doctor shall be an independent contractor and not an employee or agent of GlobalNetCare, except that the Doctor shall be the agent of GlobalNetCare solely in circumstances where the Doctor must be the agent to carry out his obligations as set forth in this Agreement. 270 18. Nothing on this Agreement shall be deemed to require the Doctor to provide his services exclusively to GlobalNetCare and the Doctor hereby acknowledges that GlobalNetCare is not required and shall not be required to make any remittances and payments required of employers by statute on the Doctor's behalf and the Doctor or any of his agents or employees shall not be entitled to any benefits Provided by GlobalNetCare to its employees. 19. The Doctor warrants and represents to GlobalNetCare that: a) he is duly licensed to practice Medicine in the Province of Quebec; and b) the Materials and any updates thereto will be original works prepared solely by the Doctor and will not infringe the copyright or other intellectual property rights of any other party. 19. GlobalNetCare represents and warrants to the Doctor that it: a) is a corporate duly incorporated and validly existing under the laws of State of Florida; b) has the corporate capacity to enter into this Agreement and has taken all of the necessary steps to authorize the execution thereof; and c) is authorized to issue and deliver to the Doctor the Shares. 20. GlobalNetCare shall hold harmless and indemnify the Doctor, his successors and assigns, from and against any and all liabilities, costs, damages, expenses and lawyers" fees resulting from or attributable to the use of the Materials or any updates thereto by GlobalNetCare. GlobalNetCare agrees to obtain adequate insurance coverage for such liabilities, costs, damages, expenses and lawyers' fees attributable to the use of the Materials or any updates thereto. The Doctor shall be named insured under these policies. 2l. This Agreement may be terminated by the Doctor by giving GlobalNetCare 60 days written notice of such termination- This Agreement may be terminated by GlobalNetCare for non-performance or breach of contract by the doctor. The term of this Agreement is five (5) years from the date first indicated above. 22. In the event that the Doctor ceases to carry out his duties and perform the services hereunder, or if the Doctor resign unilaterally and on his own initiative from all of his positions hereunder, this Agreement shall be deemed to be terminated by the Doctor as of the date of such cessation of Duties or such resignation, and GlobalNetCare shall have no further obligations- 23 Upon termination of this Agreement after delivery of the Acceptance Notice for any reason, the Doctor shall upon receipt of the Shares, promptly deliver the following in accordance with the directions of GlobalNetCare all documents pertaining to GlobalNetCare or this Agreement, including but not limited to, all books of account, corresponding and contracts. 24, All Materials, updates to Materials or reports, documents, concepts, products and processes together with any marketing schemes, business contracts, or any business opportunities prepared, produced, developed, or acquired, by or at the direction of the Doctor, directly or 271 indirectly, in connection with or otherwise developed by the Doctor in accordance with this Agreement (collectively, the 'Work Product") shall unless rejected, belong exclusively to GlobalNetCare which shall be entitled to all right, interest, profits or benefits inn respect thereof. No copies, summaries or- other reproductions of any Work Product shall be made by the Doctor or any of his agents or employees without the express permission of the GlobalNetCare. 25- The Doctor shall not, except as authorized or required by his duties, reveal or divulge to any person or companies any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of GlobalNetCare, which may come to the knowledge of the Doctor during the term of this Agreement and shall keep in complete secrecy all confidential information entrusted to the Doctor and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to GlobalNetCare's business or may be likely so to do. 25. The Doctor shall use his best efforts to comply with such directions, as GlobalNetCare shall make to ensure the safeguarding or confidentiality of all information, GlobalNetCare may require that any agent or employee of the Doctor execute an agreement with GlobalNetCare regarding the confidentiality of all such information. 26. Each party shall at any time, and from time to time hereafter, take any and all steps and execute, acknowledge and deliver to the other party any and all further deeds, instruments and assurances that the other party may reasonably require for the purpose of giving full force and effect to the provisions of this Agreement- 28. This Agreement shall not be assignable. 29. This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. 30. This Agreement all matters arising thereunder shall be construed under and governed by the laws of the Province of Quebec and the laws of Canada applicable therein. 31. The heading of the sections and subsections herein are for convenience only and shall not control or affect the meaning or construction of any provisions of this Agreement. 32. This Agreement shall not be amended or otherwise modified except by a written notice of even date herewith or subsequent hereto signed by both parties. 33. All notices, requests and communications required or permitted hereunder shall be in writing and shall be sufficiently given and deemed to have been received upon personal delivery or, if mailed, upon the first to occur of actual receipt or forty-eight (48) hours after being placed in the mail, postage prepaid, registered or certified mail, return receipt requested, respectively addressed to the Doctor or GlobalNetCare as follows: 272 The Doctor.- Dr. Ronald Denis 33 Kindersley --------------------- Ville Mont-Royal, Quebec, H3R 1P8 ---------------------- Fax Number: (514) 738-8122 GlobalNetCare: GLOBALNETCARE, Inc. 2000 McGill College, Suite 950 Montreal, Quebec, H3A 3H3 Fax: (514) 288 - 6309 Attention: The President Or such address as may be specified in writing to the other party, but notice of a change of address shall be effective only upon the actual receipt. 34. Time is of the essence. 35. This agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and' the same instrument. 36. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the day and year first above written, IN WITNESS WHEREOF the parties hereto have executed this agreement as of the date first above written. SIGNED, SEALED AND DELIVERED by DR.RONALD DENIS in the presence of: /s/George Tsoukas - ---------------------------- Name GEORGE TSOUKAS [R. DENIS] - ------------------------------ ---------------- Address Dr. RONALD DENIS 2000 McGill College - ------------------------------- Montreal - ------------- Occupation CEO GLOBALNETCARE EX-10.50 55 INTELLECTUAL PROPERTY ASSIGNMENT INTELLECTUAL PROPERTY ASSIGNMENT THIS AGREEMENT dated this day of, 199 BETWEEN: GLOBALNETCARE, INC., a Florida company located at 950-2000 McGill College, Montreal, Quebec, H3A 3A3. ("GlobalNetCare") AND: PATRICK POWER, GEORGE TSOUKAS, NICK PEDAFRONIMOS, CHRIS KOKKALIS and DR. DAVID MULDER. (collectively the "Directors") WHEREAS: A. GlobalNetCare is in the business of providing medical information and advertising the services of others on its internet web site at www.globalnetcare.com (the "Web Site"); and B. The Directors are currently serving as directors of GlobalNetCare . IN CONSIDERATION of the premises and covenants contained herein, the payment of ten dollars ($10.00) by GlobalNetCare to the Directors, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows: 1. Definitions ----------------- In this Agreement, the expressions following shall have the meanings indicated below, unless the context otherwise requires: 1.1 "including" means including without limitation or prejudice to the generality of any description, definition, term or phrase preceding that word and the word "include" and its derivatives shall be construed accordingly. 273 1.2 "created" means developed, created, generated, conceived, reduced to practice or learned of. 1.3 "Trade Secret" means information, including a formula, pattern, compilation, program, device, product, method, technique or process, that (a) is used, or may be used, in business or for any commercial advantage, (b) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, (c) is the subject of reasonable efforts to prevent it from becoming generally known, and (d) the disclosure of which would result in harm or improper benefit. 1.4 "Customers" includes all viewers and visitors to the Web Site. 1.5 "Confidential Information" includes all Trade Secrets of GlobalNetCare and includes information contained in or related to: (a) any and all versions of GlobalNetCare's proprietary software (including the software program known as "The Pythian System"), hardware, firmware, data and documentation; (b) other proprietary software, hardware, firmware, data, documentation and information previously, now or later, created, developed, produced or distributed by GlobalNetCare (including any such software, hardware, firmware, data, documentation and information created, produced, distributed, or made known by the Directors during the period of or arising out of the Directors' service to GlobalNetCare; (c) GlobalNetCare's business methods and practices; (d) compilations of data or information concerning GlobalNetCare's business and its Customers; (e) the names of GlobalNetCare's suppliers, advertisers, physicians and Customers and 274 the nature of GlobalNetCare's relationships with these suppliers, advertisers, physicians and Customers; (f) information obtained from GlobalNetCare's Customers or compilations of data from such information; (g) the technology, systems, improvements, plans and technology used or proposed to be used by GlobalNetCare; and, (h) any other information not generally known to the public (including information about GlobalNetCare's operations, personnel, products or services) which, if misused or disclosed could have a reasonable possibility of adversely affecting the business of GlobalNetCare, but does not include any of the foregoing which is or becomes information that is generally known in the area of business in which GlobalNetCare is engaged or is otherwise accessible through lawful, non-confidential sources. 1.6 "Works" includes all discoveries, developments, designs, improvements, inventions, ideas, creations, algorithms, drawings, compilations of information, analysis, experiments, reports, formulae, methods, processes, techniques, computer software programs and all developer's notes, tools, libraries, utilities and documentation therefor (including the software program known as "The Pythian System"), flowcharts, specifications and source code listings, strategies, know-how, literary and other copyrightable works, trade-marks, domain names and data, and includes any modifications or improvements thereto, whether or not patentable or registrable under patent, copyright, trade-mark or similar statutes, that are created by the Directors, either alone or jointly with others, that are related to or useful in the business of GlobalNetCare, or result from tasks done by the Directors on behalf of GlobalNetCare, or result from the use of premises or property (including equipment, software, firmware, data, supplies, facilities, or GlobalNetCare's Confidential Information) owned, leased, licensed or contracted for by GlobalNetCare, and whether created before, on or after the date of this Agreement. 1.7 "Intellectual Property Rights" means any and all and all legal protection recognized by the 275 law (whether by statute, common law or otherwise) in respect of the Works, including trade secret and confidential information protection, patents, domain names and domain name registration, copyright and copyright registration, industrial design registration and trade-marks and trade-mark registrations and other registrations or grants of rights analogous thereto; 2. Representations and Warranties ------------------------------------------------- 2.1 The Directors hereby represent and warrant to GlobalNetCare that the Directors have not: (a) registered, used or applied to register, except as requested by GlobalNetCare, a domain name or trade-mark using the words "Pythian", "Global", "Net", or "Care", or using portions or combinations of such words; (b) registered or applied to register a copyright for, or including, any works used by GlobalNetCare, including the Works; (c) patented or applied to patent any of the Works; and (d) except as requested by GlobalNetCare, disclosed the Confidential Information to any other person. 3. Non-Disclosure ------------------------ 3.1 Except upon the express authorization or direction by GlobalNetCare, the directors shall not, during the term of service with, or at any other time after such service is terminated, for any reason or cause whatsoever, disclose to or discuss with any other person in any manner whatsoever the Confidential Information. 3.2 At all times during and subsequent to the termination of the Directors' services to GlobalNetCare, the Directors shall not use, reproduce or take advantage of the Confidential Information for the purpose of creating, maintaining, or marketing or aiding in the creation, 276 maintenance or marketing of any product or service which is competitive with any product or service developed, owned, licensed, sold or marketed by GlobalNetCare. 3.3 Upon the request of GlobalNetCare, and in any event upon the termination of the provision of Directors' services to the Company, the Directors shall immediately return to GlobalNetCare all materials, including all copies in whatever form or media, containing the Confidential Information which are in the Directors' possession or under the Directors' control or which are in the possession or under the control of any persons for whom the Directors are legally responsible. 4. Assignment ------------------ 4.1 All Works shall be the sole property of GlobalNetCare and its assigns, and GlobalNetCare and its assigns shall be the sole owners of all of the Intellectual Property Rights. The Directors hereby assign to GlobalNetCare any and all rights the Directors now have or may hereafter acquire in all of the Works. The Directors shall assist GlobalNetCare in every reasonable way (but at GlobalNetCare's expense) to obtain, modify and from time to time enforce all of the Intellectual Property Rights in all countries, and to that end the Directors shall execute all documents for use in applying for, modifying and obtaining all of the Intellectual Property Rights and enforcing all of the Intellectual Property Rights, as GlobalNetCare may desire, together with any assignments thereof to GlobalNetCare or persons designated by it. 4.2 The Directors' obligation to assist GlobalNetCare in obtaining and enforcing the Intellectual Property Rights shall continue beyond the period of time of service to GlobalNetCare, but GlobalNetCare shall compensate the Directors at a reasonable rate after such period for time actually spent by the Directors at GlobalNetCare's request on such assistance. In the event GlobalNetCare is unable, after reasonable effort, to secure the Directors' signatures on any documents needed to apply for, modify or prosecute any of the Intellectual Property Rights, whether because of physical or mental incapacity or for any other reason whatsoever, the Directors 277 hereby irrevocably grant to GlobalNetCare and its duly authorized officers and agents a power of attorney to act for and in the Directors' behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of the Intellectual Property Rights thereon with the same legal force and effect as if issued by the Directors. 4.3 GlobalNetCare, its assignees and licensees, are not required to designate the Directors as the author of any Works. The Directors hereby waive in whole all moral rights which the Directors may have in the Works, including the right to the integrity of the Works, the right to be associated with the Works, the right to restrain or claim damages for any distortion, mutilation or other modification of the Works and the right to restrain use or reproduction of the Works in any context and in connection with any product, service, cause or institution. 5. Enforcement ------------------- 5.1 The Directors acknowledge and agree that damages may not be an adequate remedy to compensate GlobalNetCare for any breach of the Directors' obligations contained in this Agreement and, accordingly, the Directors agree that in addition to any and all other remedies available to GlobalNetCare, GlobalNetCare shall be entitled to obtain relief by way of temporary or permanent injunction to enforce the obligations contained in this Agreement. 6. General ------------- 6.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable in British Columbia. In the event of any dispute or other proceeding under this Agreement, the Directors hereby irrevocably attorn to the non-exclusive jurisdiction of the Courts of British Columbia. 6.2 If any provision of this Agreement is wholly or partially unenforceable for any reason, such unenforceable provision or part thereof shall be deemed to be omitted from this Agreement without in any way invalidating or impairing the other provisions of this Agreement. 278 6.3 The rights and obligations under this Agreement shall survive the termination of the Directors' services to GlobalNetCare and shall be binding upon the Directors' heirs, executors and administrators and shall enure to the benefit of the successors and assigns of GlobalNetCare. 6.4 No failure or delay on the part of GlobalNetCare in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other further exercise thereof or the exercise of any further right, power or remedy. 6.5 The Directors have read this Agreement, having been given sufficient time to do so thoroughly, and understand it and agree to its terms and the Directors' obligations hereunder. The Directors have been given the opportunity by GlobalNetCare to obtain independent legal advice concerning the interpretation and effect of this Agreement. The Directors hereby acknowledge having received a fully executed copy of this Agreement. 279 IN WITNESS WHEREOF this Agreement has been executed by the parties on the date set out above. GLOBALNETCARE, INC. /s/ Nick Pedafronimos - --------------------------------------- Per: Authorized Signatory SIGNED, SEALED and DELIVERED by ) PATRICK POWER in the presence ) of: ) ) /s/ Patrick Power /s/ Daniel J. Power ) --------------------------- - --------------------------- ) PATRICK POWER Signature ) Daniel J. Power ) - ------------------------------ ) Print Name ) #905 - 1050 Burrard St) - --------------------------------) Address ) Vancouver, BC V6Z 2G2) - ----------------------------------- Businessman ) - ------------------------------ ) Occupation ) SIGNED, SEALED and DELIVERED by ) GEORGE TSOUKAS in the presence ) of: ) ) /s/ George Tsoukas /s/ Harvey Lalach ) ----------------------------- - -----------------------------) GEORGE TSOUKAS Signature ) ) Harvey Lalach ) - ------------------------------) Print Name ) 265 Alice Carriere ) - ------------------------------ ) Address ) Beaconsfield, Quebec) - --------------------------------) Businessman ) - ---------------------------------) Occupation ) 280 SIGNED, SEALED and DELIVERED by ) NICK PEDAFRONIMOS) in the presence ) of: ) /s/ Nick Pedafronimos /s/ Harvey Lalach ) --------------------------------- - ------------------------- ) NICK PEDAFRONIMOS Signature ) ) Harvey Lalach ) - --------------------------) Print Name ) 265 Alice Carriere ) - ---------------------------) Address ) Beaconsfield, Quebec) - --------------------------------) Businessman ) - ---------------------------------) Occupation ) SIGNED, SEALED and DELIVERED by ) CHRIS KOKKALIS in the presence ) of: ) /s/ Chris Kokkalis /s/ Harvey Lalach ) ---------------------------- - ------------------------- ) CHRIS KOKKALIS Signature ) ) Harvey Lalach ) - --------------------------) Print Name ) 265 Alice Carriere ) - ---------------------------) Address ) Beaconsfield, Quebec) - --------------------------------) Businessman ) - ---------------------------------) Occupation ) SIGNED, SEALED and DELIVERED by ) DR. DAVID MULDER in the presence ) of: ) ) /s/ Dr. David Mulder /s/ S. Dupont ) -------------------------------- - -------------------------- ) DR. DAVID MULDER Signature ) ) S. Dupont ) - -----------------------------) Print Name ) 105-6255 Pl. NorthCrest) - ----------------------------------) Address ) Montreal, Quebec ) - -----------------------------------) Medical Secretary ) - -----------------------------------) Occupation ) This is page 9 of an Intellectual Property Assignment Agreement between GlobalNetCare, Inc. and Patrick Power, George Tsoukas, Nick Pedafronimos, Chris Kokkalis and Dr. David Mulder dated ------------------------------------- EX-21.1 56 EXHIBIT 21 NAME OF SUBSIDIARIES 21.1 3423336 Canada Ltd. (incorporated under the federal laws of Canada on February 3, 1998) 281 EX-27 57
5 1 YEAR DEC-31-1998 JAN-01-1998 DEC-31-1998 232,877 0 0 0 0 306,811 61,414 2,908 368,225 25,353 0 0 0 328,500 324 368,225 0 245 0 0 61,043 0 0 (60,925) 0 (60,925) 0 0 0 (60,935) (0.02) (0.02)
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