EXHIBIT 10.1



 


Exhibit 10.1


April 30, 2001


Mr. Tony Davidson

74 Knudson Drive

Kanata, ON K2K 2L5


Dear Mr. Davidson,


It is with pleasure that I am submitting to you this formal offer of employment
with Zim Technologies International Inc. The position you are being offered is
that of Director, Retail Applications in our Nepean office. You will report to
me, Gerry Lalonde, Executive VP and Chief Technology Officer.


Your responsibilities in this position will commence on June 1, 2001.


Your starting salary will be $120,000.CDN per year. On the Start Date, with
the Board of Directors’ approval we will grant you options to acquire 200,000
Common shares in the capital of the Company, which options shall vest on the
Start Date. The option price is $1.00 per share and said options shall expire
if not exercised within 3 years from the start date. If your employment with
the Company is terminated for whatever reason, you must exercise these options
within 60 days of the date of the termination of your employment.


Your probation period will be in effect for three months from your start date.
During these first three months of employment, Zim Technologies International
Inc. will evaluate your contributions, skills and ability in meeting the
requirements of the job. It is understood and agreed that at any time during
this initial three-month period of employment, Zim Technologies International
Inc. may terminate your employment without cause and without notice.


Thereafter, your employment may be terminated without notice only for cause.
In the event of termination without cause, you shall receive written notice or
compensation in lieu of notice or a combination of both at the discretion of
Zim Technologies International Inc.


In the event that the Employment Standards Act provides for a greater right or
benefit for termination and/or severance pay, the provisions of the Employment
Standards Act shall replace the provisions set out above. Entitlements will be
limited to the provisions of the Employment Standards Act or any successor
legislation.


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Tony Davidson

Page 2


Zim Technologies International Inc. has an excellent benefits package for
employees. You will be eligible for insurance benefits once you have completed
the three-month probation period. Vacation is accrued at 1.25 days per month
totaling 15 days per year. You are entitled to use your accrued vacation once
you have completed your three-month probation period. Zim Technologies
International Inc. provides a smoke-free working environment for its employees;
therefore, no smoking is allowed.


Please indicate your acceptance of this offer by signing and returning the copy
of this letter. Upon commencement of your employment, you will also be
required to sign an agreement covering policies of confidentiality and
intellectual property.


I look forward to you joining our team and wish you a challenging and
prosperous career at Zim Technologies International Inc.



	 	 	 	 	 
	Sincerely,	 	 	 	 
	 	 	 	 	 
	Gerry Lalonde	 	 	 	 
	Executive VP and Chief Technology Officer	 	 	 	 
	Zim Technologies International Inc.	 	 	 	 
	 	 	 	 	 
	 	 	
I have read the above noted offer setting out
the terms and conditions of employment with
Zim Technologies International Inc. and I
hereby acknowledge and agree to the same.
	 	 	 	 	 
	 	 	
Accepted:	 	/s/ Tony Davidson
	 	 	 	 	

	 	 	 	 	Tony Davidson
	 
	 	 	 	 	April 30, 2001
	 	 	 	 	

	 	 	 	 	Date