Exhibit 99.1
TERMINATION AGREEMENT
B E T W E E N
Simmonds Mercantile and Management Inc.
("SMMI")
- and -
Wireless Age Communications, Inc.
("Wireless Age")
WHEREAS Simmonds
Capital Limited and
Wireless Age
Communications,
Inc. are parties to a Management Services Agreement dated May 1, 2003 (the
"Management Services Agreement");
AND WHEREAS Simmonds
Capital Limited assigned by mutual verbal
consent the Management Services Agreement
to SMMI effective January 1, 2004;
AND WHEREAS SMMI and Wireless Age agree to terminate the
Management
Services Agreement effective October 1,
2005;
AND WHEREAS John G. Simmonds resigned as Chief Executive
Officer of
Wireless Age on September 12, 2005 and Bradley J. Poulos was
appointed Chief
Executive Officer of Wireless Age on
September 12, 2005;
AND WHEREAS John G. Simmonds was remunerated prior to termination
through the Management Services Agreement and no longer provides
such services
to Wireless Age;
AND WHEREAS the parties wish to set out in this Agreement the
terms,
conditions and covenants of the parties in
consideration
of the termination
of
the Management Services Agreement;
NOW THEREFORE the parties hereto agree as follows:
1. SMMI and Wireless Age agree to terminate
their Management
Services Agreement
effective October 1, 2005.
2. In consideration of the termination of
the Management Services Agreement, the
parties agree to the following financial
arrangements:
(i) SMMI
will receive a Break Fee represented by a payment in the amount
of
C$118,000.00,
being less than three
months services of the
remaining
seven
months
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2
under the
Management Services Agreement, paid in two (2) equal payments
of
C$59,000.00 on October 3, 2005 and October 14, 2005;
(ii) Gary
N. Hokkanen ("Hokkanen"), Wireless Age's Chief Financial
Officer
who has
been remunerated
prior to termination through the Management
Services
Agreement will be
offered employment on customary terms for such
position
directly by Wireless
Age. Negotiation of
such employment to
be
completed
by Hokkanen
and Wireless Age on a good faith basis
within two
weeks of
the date of this Agreement;
(iii)
Carrie J. Weiler ("Weiler"), Wireless Age's Corporate Secretary
who
has been
remunerated prior to termination through the Management
Services
Agreement
will be offered a
Consulting Agreement
on customary terms
for
such
position directly by Wireless Age. Negotiation of such arrangement
to
be
completed by Weiler and Wireless Age on a
good faith basis within two
weeks of
the date of this Agreement;
(iv)
Negotiate such other arrangements as the parties hereto
