AGREEMENT

 

                                                                    Exhibit 10.1

 

THIS AGREEMENT is made on the ____    day of June, 2004

 

BETWEEN

 

(1)            Hall Effect Technologies   Limited, a company registered in England

              number   03344705   whose   registered   office is Unit 2 Taurus Park,

              Europa Boulevard, Warrington, Cheshire, WA5 5YT ("the Company")

 

(2)            Jonathon   Andrew   Fuller of Easter   Shian,   Glen Quaich,   Amulree,

              Perthshire, PH8 0DB ("the Employee")

 

     and

 

(3)            Hall Effect Medical Products Inc, a company organised and existing

              under the laws of the State of Delaware,   United States of America

              and Sports   Information   and   Publishing   Corp.,   a company formed

              under the laws of the State of Colorado,   United States of America

              ("the Parents")

 

 

WHEREAS (a) the Board of the Company   ("the   Board") has   approved   the terms of

this   Agreement and (b) the Parents have agreed to guarantee the   obligations of

the Company

 

IT IS AGREED AS FOLLOWS:

 

1.        Definition

 

 

         In this Agreement:

 

         1.1       "Associated Company"       means a subsidiary and any

                                                 other company which is for

                                                 the time being a holding

                                                 company (as defined in the

                                                 Companies Act 1985 section

                                                  736) of the Company or any

                                                 subsidiary of any such holding

                                                 company.

 

         1.2       "Subsidiary"                    means a subsidiary (as

                                                 defined by the Companies Act

                                                 1985 section 736) for the time

                                                 being of the Company.

 

2.    Appointment

 

 

     The Company shall employ the Employee and Employee   shall serve the Company

     as Senior   Executive   Officer or in such other   capacity   of an   equivalent

     status as the   Company may   reasonable   require on and subject to the terms

     and conditions   specified herein. If the Company becomes a subsidiary of an

     Associated   Company whose shares trade in the United   States,   the Employee

     shall also serve as Chief Executive Officer of such Associated   Company and

     a member of its board of directors without any additional compensation.

 

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3.    Duration of the Employment

 

 

     3.1   The employment   commenced on 1 December 2003 ("the Commencement Date")

          and subject to clause 14 below shall continue for an initial period of

          three   years   and   may be   terminated   by the   Company   giving   to the

          Employee not less than twelve months written notice or by the Employee

          giving to the Company not less than six months written notice. For the

          avoidance of doubt the earliest date on which said notice given by the

          Company may cause   Employee's   employment   to terminate is 30 November

          2006.   Unless   sooner   terminated in   accordance   with the above,   the

          Employee's employment hereunder shall continue on a year-to-year basis

          after 30 November 2006.

 

     3.2   Notwithstanding   clause 3.1 above, the employment shall terminate when

          the Employee reaches the normal retiring age of 65.

 

     3.3   The Employee's period of continuous   employment began on 23 July 2000.

          The employment is not continuous with any previous employment.

 

     3.4   The Employee   warrants that he is not bound by or subject to any court

          order,   agreement,    arrangement   or   undertaking   which   in   any   way

          restricts or prohibits him from   entering into this   Agreement or from

          performing his duties hereunder.

 

4.    Duties

 

     4.1   During the continuance of his employment hereunder the Employee shall:

 

          (a)   faithfully and   diligently   perform such duties and exercise such

               powers   consistent   with his position as may from time to time be

               assigned or vested in him by the Board;

 

          (b)   during the normal   working   hours   specified   in clause 5 (unless

               prevented   by ill health or accident and except   during   holidays

               permitted   by this   Agreement)   devote   the   whole   of his   time,

               attention and abilities to carrying out his duties hereunder;

 

          (c)   obey the reasonable and lawful directions of the Board;

 

          (d)   comply with all of the Company's rules, regulations, policies and

               procedures from time to time in force;

 

          (e)   keep the   Board at all times   promptly   and   fully   informed   (in

               writing if so   requested)   of his conduct of the   business of the

               Company and any Associated   Company and provide such explanations

               in connection therewith as the Board may require;

 

          (f)   use his best   endeavours   to   promote,   develop   and   extend   the

               interests   and   reputation   of the   Company   and   its   Associated

               Companies and not to do anything which is to their detriment.

 

     4.2   The Company   reserves   the right to require the   Employee to carry out

          the duties of another position of equivalent status either in addition

          to or   instead   of his   duties as   Senior   Executive   Officer   and the

          Company   shall be at liberty to appoint any other person or persons to

          act jointly   with the Employee as Senior   Executive   Officer or in any

          position to which he may be assigned from time to time.

 

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     4.3   The   Employee   shall if and for so long as the   Company   requires   and

          without   any   further   remuneration   than   that   provided   for in this

          Agreement:

 

          (a)   carry out the duties of his position on behalf of any   Associated

               Company

 

 

5.    Hours and Place of Work

 

     5.1   The Employee   shall work such hours and at such times as are necessary

          for the proper performance of his duties, being not less than 37 hours

          per week to suit the given workload.

 

     5.2   The   Employee   shall   carry out his   duties at any   location   which is

          consistent   with the   interests   of the Company and it is   anticipated

          that the   Employee   may   frequently   carry out   duties   from his home.

          However,   the Company   may   require the   Employee to work at any place

          within   the   United   Kingdom on either a   temporary   or an   indefinite

          basis.

 

     5.3   For the avoidance of doubt,   the Employee   shall be entitled to pursue

          outside business research and academic interests   providing that those

          interests   do not prevent the   Employee   from   carrying out his duties

          hereunder   to the best of his ability and   providing   that his outside

          interests   do not   conflict   with the   interests of the Company in any

          respect whatsoever.

 

6.    Remuneration

 

     6.1   The Employee shall be paid by the way of remuneration for his services

          during his   employment   hereunder a salary for serving as an Executive

          Officer of the Company at the rate of (pound)130,000 per annum for the

          period 6 months from the Commencement   Date,   rising to (pound)150,000

          per   annum   thereafter.   Such   salary   shall be paid by equal   monthly

          instalments in arrears on the last day of every month and shall accrue

          from day to day.   Such   salary   shall be   reviewed   at the end of each

          financial year of the Company and shall be increased provided that the

          performance   of the   Employee in the   reasonable   opinion of the Board

          justifies   such   increase.   Notwithstanding   anything to the   contrary

          contained   in the   Articles   of   Association   of the Company or of any

          Associated   Company   the   Employee   shall not be entitled to any other

          remuneration   either as   director   or   employee   of the Company or any

          Associated Company.

 

     6.2   Payment of salary to the Employee   shall be made either by the Company

          or by an Associated Company and, if by more than one company,   in such

          proportions as the Board may from time to time think fit.

 

     6.3   The   Employee   shall not under any   circumstances   either   directly or

          indirectly   receive   or accept   for his own   benefit   any   commission,

          rebate, discount,   gratuity or profit from any person, company or firm

          having business with the Company or any Associated Company.

 

      6.4   The Employee shall be eligible to receive up to a maximum of 4,829,577

          share options in terms of the agreed stock option   agreement   attached

          as Schedule A hereto.

 

     6.5   A   cash-control   and profit   performance   based   bonus   scheme will be

          operated   on an annual   basis   commencing   with   fiscal   year 2005 and

          thereafter.   A bonus equal to 10% of   Employee's   then salary shall be

          payable if the Associated   Company and its consolidated   subsidiaries,

          including the Company   (collectively,   the "Group") shall achieve 100%

          of the net income after tax budget targets   established   prior to each

          fiscal   year by the Board.   At such time as the net   income   after tax

          budget target shall equal or exceed (US) $5,000,000,   such bonus shall

          be subject   to   increase   on a pro-rata   basis to a maximum of 100% of

          Employee's   then   salary if the Group   shall   achieve   200% of the net

          income after tax target established by the Board for such fiscal year.

 

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<PAGE>

 

     6.6   The Company   acknowledges   that it currently owes the Employee the sum

          of   (pound)26,500   in accrued and unpaid salary.   Such amount shall be

          paid to the   Employee on June 30,   2004,   or such   earlier time as the

          Associated   Company   shall   raise   not less than   (U.S.)$3,000,000   in

          financing.   In the event such   financing   shall not be obtained,   such

          accrued   salary   shall only be paid out of   Company   cash flow at such

          time and in such   manner   as shall be   determined   by the Board of the

          Company.

 

7.    Deductions

 

     The Employee hereby   authorises the Company to deduct from his remuneration

     under   this   Agreement   any sums due   from   him to the   Company   including,

     without limitation, any overpayments,   loans or advances made to him by the

     Company, the cost of repairing any damage or loss to the Company's property

     caused by him and any   losses   suffered   by the   Company as a result of any

     negligence or breach of duty by the Employee.

 

8.    Expenses

 

     The   Company   shall   reimburse   the   Employee   in respect   of all   expenses

     reasonably incurred by him in the proper performance of his duties, subject

     to his   providing   such   receipts   or other   evidence   as the   Company   may

     require.

 

9.    Holiday

 

     9.1   The Employee   shall be entitled to paid holiday for all relevant   bank

          and public   holidays   and a further 20   working   days   holiday in each

          holiday year (being the period from 1st January to 31st December). The

          Employee   may only take this   holiday at such times as are agreed with

          the Board and the Board may direct   the   employee   to take   holiday on

          particular days, notice of which will be given.

 

     9.2   In the holiday   year in which the   employment   hereunder   commenced or

          terminates the entitlement to holiday shall accrue on a pro rata basis

          for each month of service.

 

     9.3   If   on   the   termination   of   the   employment    hereunder,    howsoever

          occurring,   the Employee has exceeded his accrued holiday   entitlement

          the excess may be deducted   from any sums due to him. If the   Employee

          has   holiday   entitlement   still   owing,   the   Company may at its sole

          discretion,   require   the   Employee to take such   outstanding   holiday

          during any notice period or make payment in lieu thereof.

 

     9.4   Holiday entitlement for one year cannot be taken in subsequent holiday

          years.   Failure to take holiday entitlement in the appropriate holiday

          year will lead to forfeiture of any accrued   holiday not taken without

          any right to payment in lieu thereof.

 

10.   Sickness Benefit

 

     10.1 The Company   shall   continue to pay the   Employee's   salary during any

          period of absence   on   medical   grounds up to a maximum of 26 weeks in

          any rolling period of 12 months, provided that the Employee shall from

          time to time if required:

 

                                        4

<PAGE>

 

          (a)   supply the Company with medical certificates   covering any period

                of   sickness   or   incapacity    exceeding   seven   days   (including

               weekends); and

 

          (b)   undergo   at the   Company's   expense   a medical   examination   by a

               doctor appointed by the Company.

 

     10.2 Payment of the   Employee's   salary   pursuant   to clause   10.1 shall be

          inclusive   of any   Statutory   Sick Pay to which   the   Employee   may be

          entitled under the   legislation   and regulations in force from time to

          time.

 

     10.3 If the   Employee's   absence   shall   be   occasioned   by the   actionable

          negligence    of   a   third   party   in   respect   of   which   damages   are

          recoverable,   then all sums paid by the Company shall constitute loans

          to the Employee, who shall:

 

          (a)   forthwith notify the Company of the relevant circumstances and of

               any claim, compromise,   settlement or judgment made or awarded in

               connection therewith;

 

          (b)   give to the Company such information concerning the above matters

               as the Company may reasonably require; and

 

          (c)   if the Company so   requires,   refund to the Company such sum (not

               exceeding the lesser of:

 

               (i)   the    amount   of   damages    recovered    by   him   under   such

                    compromise, settlement or judgment; and

 

               (ii) the   sums   advanced   to him in   respect   of   the   period   of

                    incapacity) as the Company may determine.

 

11.   Pension

 

     11.1 There is no Company   Pension scheme   applicable to the Employee and no

          contracting   out   certificate   is in force   under the Social   Security

          Pensions Act 1975 in respect of the Employee's   employment   under this

          Agreement.

 

12.   Confidential Information and Company Documents

 

     12.1 The Employee shall neither during the Employment (except in the proper

          performance   of his duties) nor at any time (without   limit) after the

          termination   of the   employment   (howsoever the same is determined and

          whether in breach of contract or otherwise):

 

          (a)   divulge or communicate to any person, company,   business,   entity

               or other organisation;

 

          (b)   use for his own purposes or for any purposes   other than those of

               the Company or any Associated Company; or

 

          (c)   through any failure to exercise due care and diligence, cause any

               unauthorised   disclosure   of any trade   secrets   or   confidential

               information relating to the Company or any Associated Company but

               so   that   these    restrictions    shall   cease   to   apply   to   any

               information   which shall become available to the public generally

               otherwise than through the default of the Employee or that may be

               required to be disclosed by law or by any Governmental Authority.

 

     12.2 "Confidential   Information"   shall mean details of suppliers and their

           terms of business,   details of customers and their   requirements,   the

          prices charged to and terms of business with customers, techniques and

          capabilities,   product   information,   market   information,   processes,

          formulae.,    trade   secrets,   marketing   plans   and   sales   forecasts,

 

                                        5

<PAGE>

 

          financial information,   results and forecasts (save to the extent that

          these are   included in   published   audited   accounts),   any   proposals

          relating   to the   acquisition   or disposal of a company or business or

          any part   thereof   or to any   proposed   expansion   or   contraction   of

          activities,   details of employees and officers and of the remuneration

          and other   benefits   paid to them,   information   relating   to research

          activities,    inventions,   secret   processes,   designs,   formulae   and

          product   lines,   any   information    which   the   Employee   is   told   is

           confidential   and any information   which has been given to the Company

          or any   Associated   Company in confidence   by customers,   suppliers or

          other persons,

 

     12.3 All notes,   memoranda,   records,   lists of customers and suppliers and

          employees,   correspondence,   documents,   computer   and other disks and

          tapes, data listings,   codes, designs and drawings and other documents

          and material   whatsoever   (whether   made or created by the Employee or

           otherwise)   relating to the business of the Company or any   Associated

          Company (and any copies of the same);

 

          (a)   shall be and remain the   property of the Company or the   relevant

               Associated Company; and

 

          (b)   shall be handed   over by the   Employee   to the   Company or to the

               relevant   Associated   Company   on demand   and in any event on the

               termination of the employment.

 

13.   Inventions and Intellectual Property

 

     13.1 The parties   foresee that the Employee may make   inventions   or create

          other intellectual   property in the course of his duties hereunder and

          agree that in this respect the   Employee has a special   responsibility

          to   further   the    interests   of   the   Company   (and   its    Associated

          Companies);

 

          It shall be part of the normal   duties of the Employee at all times to

          consider   in what   manner   and by what   new   methods   or   devices   the

          products, services, processes,   equipment or systems of the Company or

          any   Associated   Company with which he is concerned or for which he is

          responsible might be improved and promptly to give to the Secretary of

          the Company full details of any invention or improvement   which he may

          from time to time make or   discover in the course of his duties and to

          further the interests of the Company with regard thereto.

 

     13.2 Any invention or improvement, design, process, information,   copyright

          work,   trade mark or trade name or get-up made,   created or discovered

          by the Employee   during the   continuance of his   employment   hereunder

          (whether capable of being patented or registered or not and whether or

          not made or   discovered in the course of his   employment   hereunder in

          conjunction   with or in any way   affection or relating to the business

          of any   company in the Group or   capable of being used or adapted   for

           use therein or in connection therewith shall forthwith be disclosed to

          the Company and shall (subject to Sections 39 to 43 of the Patents Act

          1977)   belong   to and be   the   absolute   property   of the   Company   or

          Associated Company as the Company may direct.

 

     13.3 The Employee if and whenever required so to do by the Company shall at

          the expense of the Company or such   Associated   Company as the Company

          may direct:

 

          (a)   apply or join with the   Company   or such   Associated   Company   in

               applying for letters patent or other   protection or   registration

               in the United   Kingdom and in any other part of the world for any

               such invention,   improvement, design, process, information, work,

               trade mark, trade name or get-up as aforesaid; and

 

                                        6

<PAGE>

 

          (b)   execute and do all instruments   and things   necessary for vesting

               the said letters patent or other protection or registration   when

               obtained   and all   right   title and   interest   to and in the same

               absolutely   and as sole   beneficial   owner in the Company or such

               Associated   Company or in such other   person as the   Company   may

               specify.

 

     13.4 The Employee hereby irrevocably and unconditionally   waives all Rights

          under Chapter IV Copyright, Designs and Patents Act 1998 in connection

          with his   authorship of any existing or future   copyright   work in the

          course of his employment hereunder, in whatever part of the world such

          rights may be enforceable including without limitation:

 

          (a)   the right conferred by Section 77 of that Act to be identified as

               the author of any such work; and

 

          (b)   the right   conferred   by   Section   80 of that Act not to have any

               such work subjected to derogatory treatment

 

     13.5 The   Employee   hereby   irrevocable   appoints   the   Company   to be   his

          Attorney   in his name and on his   behalf   to   execute   and do any such

          in