MANAGEMENT CONSULTING
AGREEMENT
THIS AGREEMENT is made effective the
15 th day of February, 2007.
Garth Likes having a residence is at
3514 – 25 Street, Edmonton Alberta Canada T6T 1V9 (the
“Consultant”)
GLASS WAVE ENTERPRISES, INC., a
Nevada company, having an office at 207 – 2525 Quebec Street,
Vancouver, British Columbia Canada V5T 4R5
(the
“Company”)
WHEREAS:
|
A.
|
The Company is a United States
reporting company under the US Securities Exchange Act of 1934;
and
|
|
B.
|
The Company wishes to engage the
Consultant to provide, and the Consultant has agreed to provide to
the Company, certain management services in the role as President
and Chief Executive Officer of the Company.
|
NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the sum of $1.00 now paid by
each of the parties to the other and for other good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged by both parties) and in consideration of the premises
and the mutual covenants and agreements set forth herein, the
parties hereto covenant and agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATIONS
For the purposes of this Agreement,
any other capitalized term shall have the meaning ascribed to it in
this Agreement unless the context otherwise requires, the following
terms will have the respective meanings set out below and
grammatical variations of such terms will have corresponding
meanings:
|
|
(a)
|
“Agreement” means this
agreement dated as of Feb 15, 2007 and made between the Company and
the Consultant as the same is from time to time amended;
|
|
|
(b)
|
“Business” means the
business carried on by the Consultant as described in Recital B of
this Agreement;
|
(c)
“Business Day” means any day other than a day which is
a Saturday, a Sunday or a statutory holiday in Edmonton Alberta
Canada;
|
|
(d)
|
“Board” means the Board
of Directors of the Company;
|
|
|
(e)
|
“Business” means the
business carried on by the Company from time to time
|
|
|
(f)
|
“Closing” means the
completion of the transactions contemplated in the Asset Purchase
Agreement;
|
|
|
(g)
|
“Closing Date” means
February 15th, 2007, or such other date as the Company may
determine;
|
|
|
(h)
|
“Licenses” means all
licenses, permits, approvals, consents, certificates, registrations
and authorizations (whether governmental, regulatory, or otherwise)
required for the conduct in the ordinary course of the operations
of the Business.
|
|
|
(i)
|
“Term” means the term
during which this Agreement shall be in full force as defined by
section 5.1 of this Agreement; and
|
|
|
1.2
|
Currency. Unless otherwise
indicated, all dollar amounts in this Agreement are expressed in
Canadian funds.
|
|
|
1.3
|
Sections and Headings. The division
of this Agreement into Articles, sections and subsections and the
insertion of headings are for convenience of reference only and
will not affect the interpretation of this Agreement. Unless
otherwise indicated, any reference in this Agreement to an Article,
section, subsection or Schedule refers to the specified Article,
section or subsection of or Schedule to this Agreement.
|
|
|
1.4
|
Number, Gender and Persons. In this
Agreement, words importing the singular number only will include
the plural and vice versa, words importing gender will include all
genders and words importing persons will include individuals,
corporations, partnerships, associations, trusts, unincorporated
organizations, governmental bodies and other legal or business
entities of any kind whatsoever.
|
|
|
1.5
|
Accounting Principles. Except as
otherwise stated, any reference in this Agreement to generally
accepted accounting principles refers to generally accepted
accounting principles that have been established in the United
States of America, including those approved from time to time by
the American Institute of Certified Public Accountants or any
successor body thereto.
|
|
|
1.6
|
Entire Agreement. This Agreement
constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether written or
oral. There are no conditions, covenants, agreements,
representations, warranties or other provisions, express or
implied, collateral, statutory or otherwise, relating to the
subject matter hereof except as herein provided.
|
|
|
1.7
|
Applicable Law. This Agreement will
be construed, interpreted and enforced in accordance with, and the
respective rights and obligations of the parties will be governed
by, the laws of the Province of Alberta and the federal laws of
Canada applicable therein, and each party irrevocably and
unconditionally submits to the non-exclusive jurisdiction of the
courts of such state and all courts competent to hear appeals there
from and waives, so far as is legally possible, its right to have
any legal action relating to this Agreement tried by a
jury.
|
|
|
1.8
|
Amendments and Waivers. No amendment
or waiver of any provision of this Agreement will be binding on
either party unless consented in writing by such party. No waiver
of any provision of this Agreement will constitute a waiver of any
other provision, nor will any waiver constitute a continuing waiver
unless otherwise provided.
|
|
|
1.9
|
Adjustments for Stock Splits, Etc
. . Wherever in this Agreement there is a reference to a
specific number of shares of stock of the Company, then, upon the
occurrence of any subdivision, combination or stock dividend of
such stock, the specific number of shares so referenced in this
Agreement shall automatically be proportionally adjusted to reflect
the effect on the outstanding shares of such class or series of
stock by such subdivision, combination or stock dividend. Captions
and Section Numbers Between the date of this Agreement and the
Closing Date, the Purchaser will complete a forward split of its
issued and outstanding common stock and will cause to be cancelled
8,600,000 shares of common stock (post-split 49,450,000 shares),
such that upon closing it shall have 17,422,500 issued and
outstanding common shares, prior to the issuance of the Purchase
Shares or any shares issued or to be issued.
|
The words “hereof”,
“herein”, “hereunder” and similar
expressions used in any clause, paragraph or section of this
Agreement shall relate to the whole of this Agreement and not to
that clause, paragraph or section only, unless otherwise expressly
provided.
Whenever the singular or masculine
or neuter is used in this Agreement, the same shall be construed to
mean the plural or feminine or body corporate where the context of
this agreement or the parties hereto so require.
Any reference to a particular
“article”, “section”,
“subsection” or other subdivision is to the particular
article, section or other subdivision of this Agreement.
|
|
1.13
|
Severability of Clauses
|
In the event that any provision of
this Agreement or any part thereof is invalid, illegal or
unenforceable, such provision shall be ineffective to the extent of
such illegality or unenforceability, but shall not invalidate or
affect the validity, legality and enforceability of the remaining
provisions of this Agreement.
|
|
1.14
|
No Contra Proferentum
|
The language in all parts of this
Agreement shall in all cases be construed as a whole and neither
strictly for nor strictly against any of the parties.
Unless otherwise stated, any
reference to a statute includes and is a reference to such statute
and to the regulations made pursuant thereto, with all amendments
made thereto and in force from time to time, and to any statute or
regulations that may be passed which supplement or supersede such
statute or such regulations.
|
|
1.16
|
Action on Non-Business Day
|
If by the terms of this Agreement
any payment, delivery or event provided for herein is scheduled to
take place at a time which falls on a day which is not a Business
Day, such delivery, payment or event shall take place on the first
Business Day next following.
ARTICLE 2
ENGAGEMENT OF
CONSULTANT
|
2.1
|
Engagement of Consultant
|
Subject to the terms and conditions
of this Agreement, the Company hereby engages the Consultant for
the Term to provide to the Company certain management services
including, without limitation, business administration, corporate
planning and governance, managing regulatory affairs and assisting
in the raising of capital and all regular activities as may be
deemed required for the position by the Board of
Directors
|
2.2
|
Duties and Responsibilities
|
Without limiting the generality of
section 2.1, the Consultant shall:
|
|
(a)
|
perform such management services in
relation to the Company and the Business as the Board from
time
|
