Unassociated Document



EXHIBIT
4.3 

 

Executive
Employment Agreement





Executive
Employment Agreement




Between




Poly-Pacific
International Inc.




And




Mr.
Thomas Lam

 

 

 






















 

EXECUTIVE
EMPLOYMENT AGREEMENT


 

 

 

 

 

 

 

 

 

 



	




 

 




















 

TABLE
OF CONTENTS

 



	
      SECTION
      1 DEFINITIONS & INTERPRETATION
	
      1

	
      Definitions
	
      1

	
      SECTION
      2 EFFECTIVE DATE
	
      3

	
      SECTION
      3 EMPLOYMENT
	
      4

	
      Appointment
      of President
	
      4

	
      Term
	
      4

	
      Duties
	
      4

	
      Reporting
      Procedures
	
      5

	
      SECTION
      4 EXCLUSIVITY OF SERVICES
	
      5

	
      SECTION
      5 BOOKS AND RECORDS
	
      6

	
      SECTION
      6 REMUNERATION
	
      6

	
      Salary
	
      6

	
      Benefits
	
      6

	
      SECTION
      7 VACATION
	
      7

	
      SECTION
      8 EXPENSES
	
      7

	
      SECTION
      9 TERMINATION
	
      8

	
      Termination
      for Cause
	
      8

	
      For
      Disability/Death
	
      9

	
      SECTION
      10 SEVERANCE PAYMENTS
	
      9

	
      SECTION
      11 CONFIDENTIALITY
	
      10

	
      Confidential
      Information
	
      10

	
      Exclusions
	
      11

	
      Assignment
      of Confidential Information and Intellectual Property
	
      11

	
      SECTION
      12 RETURN OF MATERIALS
	
      12

	
      SECTION
      13 NON-COMPETITION/NON-SOLICIATION
	
      13

	
      SECTION
      14 PLACE OF EMPLOYMENT
	
      13

	
      SECTION
      15 LEGAL ADVICE
	
      14

	
      SECTION
      16 GENERAL
	
      14

	
      Assignment
	
      14

	
      Enforceability
	
      14

	
      Governing
      Law
	
      15

	
      Headings
	
      15

	
      Entire
      Agreement
	
      15

	
      Corporation's
      Property
	
      15

	
      Severability
	
      15

	
      Time
	
      15

	
      Amendments
	
      16

	
      Heirs,
      Successors, Assigns
	
      16


























 

This
Agreement made effective the 1st day of
January, 2002.

 

BETWEEN:

 

POLY-PACIFIC
INTERNATIONAL INC.

 

OF THE
FIRST PART

 

and

 

THOMAS
LAM

 

OF THE
SECOND PART

 




 

WHEREAS the
Corporation is in the plastic media blasting business on a world-wide scale (the
"Business");

 

AND
WHEREAS the
Corporation is desirous of retaining the services of the President and the
compensate him accordingly;

 

NOW
THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of the mutual covenants herein contained the parties hereto
covenant and agree, each with the other, as follows:

 

SECTION
1
DEFINITIONS
& INTERPRETATION

 

Definitions

 

1.1  In this
Agreement, except as otherwise expressly provided, or unless the context
otherwise requires:

 


	1.1.1  	
      "Agreement"
      means
      this agreement as it may from time to time be supplemented or amended by
      one or more agreements entered into pursuant to the applicable provisions
      hereof;




 


	1.1.2  	
      “Business”
      means the business currently and heretofore carried on by the Corporation
      consisting of plastic media blasting on a world-wide
  scale;




 

 







1












 


	1.1.3  	
      “Confidential
      Information” shall mean all information, whether or not reduced to writing
      and whether or not patentable or protected by copyright, which the
      President receives, received access to, conceived or developed, in whole
      or in part, directly or indirectly, in connection with and while he had
      and was President of the Corporation and while he remains President of the
      Corporation, and includes, but is not limited
to:




 


	1.1.3.1.  	
      information
      concerning devices, instruments, equipment, techniques and technology
      having to do with the plastics media blasting business, processing, sales
      and anything related to plastics media blasting and software, databases
      and services, including but not limited to, source codes, object codes,
      flowcharts and programs and other materials whatsoever (tangible or
      intangible and machine readable or human
readable);




 


	1.1.3.2.  	
      information
      concerning products and services in any of the fields and applications
      mentioned above in subparagraph 1.1.3.1;




 


	1.1.3.3.  	
      information
      concerning research, development and commercialization of devices,
      equipment, instruments and other inventions having to do with the field
      and applications described in subparagraph 1.1.3.1;




 


	1.1.3.4.  	
      products
      and devices developed, patents, discoveries, concepts, compilations and
      ideas of any nature whatsoever including, without limitation, the nature
      and results of research and development activities, the software,
      analytical tools to facilitate research in the field of plastics media
      blasting and its processing, sales and any technology related thereto,
      techniques, computer programs and models, designs, drawings, and
      specifications;




 


	1.1.3.5.  	
      production
      processes, marketing techniques and arrangements, marketing materials,
      promotions, demos and publications, mailing lists, purchasing information,
      pricing policies, quoting procedures, financial information, customer and
      prospect names and requirements, employee, customer, supplier and
      distributor data and other materials or information relating to the
      Corporation and Business and activities and the manner in which they do
      business, including but not limited to the names of plastics companies and
      firms; and




 

 







2












 


	1.1.3.6.  	
      any
      other materials or information related to, or that is or may be used in
      the Business or activities of the Corporation
which:




 


	1.1.3.6.1.  	
      are
      not generally known to others engaged in similar business or
      activities;




 


	1.1.3.6.2.  	
      has
      an economic value from not being generally known;
and




 


	1.1.3.6.3.  	
      is
      the subject of efforts that are reasonable in the circumstances to
      maintain its secrecy.




 


	1.1.4  	
      “Corporation”
      means Poly-Pacific International Inc., a corporation incorporated and
      subsisting under the laws of Alberta, inclusive of any subsidiary of the
      Corporation, the party of the first part;




 


	1.1.5  	
      “Effective
      Date” means 1st
      day of January, 2002;




 


	1.1.6  	
      "Intellectual
      Property" shall have the meaning prescribed at subsection 11.4
      herein;




 


	1.1.7  	
      “Person”
      means and includes any individual, corporation, partnership, firm, joint
      venture, syndicate, association, trust, government, governmental agency or
      board or commission or authority, and other forms of entity or
      organization; and




 


	1.1.8  	
      “President”
      means Thomas Lam, an individual currently residing in the City of
      Edmonton, in the Province of Alberta, or such other location as a result
      of business reasons, the party of the second
part.




 

SECTION
2
EFFECTIVE
DATE

 

2.1  This
Agreement shall take effect as at and from the Effective Date notwithstanding
its date of execution and the President acknowledges and confirms to the
Corporation that the Corporation has fully performed and satisfied all of its
liabilities and obligations to the President from the date of this Agreement to
the Effective Date other than for the payment of any amounts due or accruing due
to the President pursuant to the provisions of section
6.

 

 







3












 

SECTION
3
EMPLOYMENT

 

Appointment
of President

 

3.1  The
Corporation hereby appoints the President and the President hereby accepts such
appointment as the President and Chief Executive Officer of the Business on the
terms and conditions set forth herein.

 

Term

 

3.2  This
Agreement shall extend for a term of two (2) years commencing on the Effective
Date and ending on December 31, 2003, unless such employment shall be terminated
earlier as hereinafter provided. Upon the expiry of the term of this Agreement
on December 31, 2003, and on each one year anniversary of such date falling
thereafter, the term of this Agreement shall automatically be extended for one
additional year on the same terms and conditions that are in effect on the
expiry of the term or renewal term, as the case may be, unless, not less than
six months prior to the expiry of the term or renewal term, as the case may be,
either the President or the Corporation shall have given written notice to the
other that it does not wish to extend this Agreement.

 

Duties

 

3.3  The
President shall perform in such capacity or capacities and shall perform such
duties and exercise such powers pertaining to the management and operation of
the Business as may be determined from time to time by the board of directors of
the Corporation consistent with the office held by the President. Without
limitation of the foregoing, Thomas Lam shall occupy the office of President of
the Corporation and as such, shall be the Chief Executive Officer of the
Corporation and shall have the rights, duties and obligations inherent with that
position. The President shall:

 


	3.3.1  	
      devote
      his full working time and attention and his best efforts to the Business
      and affairs of the Corporation;




 


	3.3.2  	
      perform
      those duties that may reasonably be assigned to the President honestly,
      diligently and faithfully to the best of the President’s abilities and in
      the best interests of the Corporation;




 


	3.3.3  	
      use
      his best efforts to promote the interests and goodwill of the
      Corporation.




 


	3.3.4  	
      exercise
      the care, diligence and skill that a reasonably prudent person would
      exercise in comparable circumstances;




 

 







4












 


	3.3.5  	
      comply
      and abide with all of the Corporation’s reasonable policies, rules and
      regulations as communicated to the President from time to time;




 


	3.3.6  	
      control
      and manage all staff;




 


	3.3.7  	
      develop
      the business plan;




 


	3.3.8  	
      attend
      to and assist in planning the goals and direction of the
      Business;




 


	3.3.9  	
      establish
      a network of reputable distributors;




 


	3.3.10  	
      assist
      in marketing and business development, including the development and
      implementation of a sound marketing plan for the Business;
    and




 


	3.3.11  	
      assist
      in the motivation of the distributors to increase sales and profits for
      the Corporation.




 

Reporting
Procedures

 

3.4  In the
performance of the President’s duties hereunder, the President shall report
directly to, and shall be subject to directions received from, the board of
directors of the Corporation on a regular basis as required by the board of
directors.  The
President shall report fully on the management, operations and business affairs
of the Corporation and advise, to the best of his ability and in accordance with
reasonable business standards, on matters that may arise from time to time
during the term of this agreement.

 

SECTION
4
EXCLUSIVITY
OF SERVICES

 

4.1  During
the term of this Agreement, the President shall devote his full working time and
attention to advance exclusively the Corporation’s interests as they relate to
the Business and the President shall not accept employment or any contract of
service with any other Person or entity whatsoever without the prior written
consent of the Corporation, which consent may be unreasonably
withheld.

 

SECTION
5
BOOKS
AND RECORDS

 

5.1  The
President shall keep and retain full and proper records regarding all financial
transactions involved in the management of the Business; all such records shall
be made available forthwith to the board of directors of the Corporation and the
Corporation's auditors or other designated representatives whenever
requested.

 

5.2  The
President acknowledges that such books and records are the sole property of the
Corporation.

 

 







5












 

SECTION
6
REMUNERATION

 

Salary

 


	6.1.1  	
      The
      Corporation shall pay to the President, for as long as he is located in
      and is a resident of Canada, as compensation an annual base salary of
      forty thousand Canadian dollars (CAN$40,000.00) which shall be paid in
      monthly installments on the last day of each month with a mid-month
      advance, or on such intervals as may be agreed upon between the parties,
      less all deductions or withholdings required by
law.




 


	6.1.2  	
      The
      Corporation shall pay to the President, for as long as he is located in
      and is a resident of the United States of America, as compensation an
      annual base salary of forty thousand US dollars (US$40,000.00) which shall
      be paid in monthly installments on the last day of each month with a
      mid-month advance, or on such intervals as may be agreed upon between the
      parties, less all deductions or withholdings required by
    law.




 


	6.1.3  	
      Paragraphs
      6.1.1
      and 6.1.2
      are mutually exclusive.




 

Benefits

 

6.2  The
Corporation shall provide the President with a car allowance in the amount of
eight hundred dollars ($800.00) per month, in the currency of the country in
which the President is resident, which the President shall apply to insurance,
repairs, maintenance, registration and operating costs.

 

6.3  Subject
only to such limitation or restriction as may relate to the President
personally, the Corporation shall include the President in all of its employee
benefit plans, including, without limiting the generality of the foregoing, its
medical, health, dental and insurance plans and shall pay all costs and expenses
of same on behalf of the President.

 

6.4  The board
of directors of the Corporation or any duly authorized committee of same may, in
their sole discretion, award a bonus to the President at any time throughout the
Term, if it is deemed appropriate.

 

6.5  The board
of directors of the Corporation or any duly authorized committee of same may, in
their sole discretion, grant to the President stock options pursuant to the
Corporation's stock option plan at any time throughout the Term on the terms and
conditions the board of directors deem appropriate, all of which is subject to
the rules and procedures of the Canadian Venture Exchange.

 

 







6












 

6.6  The
Corporation shall pay to the President, a one time signing bonus of sixty four
thousand and thirty eight Canadian dollars (CAN$64,038.00) upon execution of
this Agreement.

 

6.7  The
Corporation shall pay to the President, a one time bonus of fifty six thousand
Canadian dollars (CAN$56,000.00) which shall be payable at the commencement of
the operations of the new manufacturing plant in the State of
California.

 

SECTION
7
VACATION

 

7.1  The
President shall, in addition to statutory holidays, Boxing Day and Easter
Monday, be entitled to six (6) weeks paid vacation during the course of each
fiscal year of the Corporation. The President shall take into account
the staffing requirements of the Corporation and the need for the timely
performance of the President’s responsibilities.

 

SECTION
8
EXPENSES

 

8.1  The
President shall be reimbursed for all reasonable travel and other out-of-pocket
expenses actually and properly incurred by the President from time to time in
connection with the performance of his duties hereunder. For all such expenses
the President shall furnish to the Corporation originals of all invoices or
statements in respect of which the President seeks reimbursement.

 

8.2  The
President shall be reimbursed for all reasonable moving expenses actually and
properly incurred by the President for his move from Edmonton, Alberta, Canada
to the United States in connection with the performance of his duties
thereunder. For all such expenses, the President shall furnish to the
Corporation originals of all invoices or statements in respect of which the
President seeks reimbursement.

 

8.3  The
President shall be reimbursed for all reasonable accommodation expenses actually
and properly for the President and his family for his move from Edmonton,
Alberta, Canada to the United States in connection with the performance of his
duties thereunder. For all such expenses, the President shall furnish to the
Corporation originals of all invoices or statements in respect of which the
President seeks reimbursement.

 

 







7












 

SECTION
9
TERMINATION

 

Termination
for Cause

 

9.1  The
Corporation may terminate the employment of the President without notice or any
payment in lieu of notice for cause which, without limiting the generality of
the foregoing, shall include:

 


	9.1.1  	
      if
      there is a repeated and demonstrated failure on the part of the President
      to perform the material duties of the President's position in a competent
      manner and where the President fails to substantially remedy the failure
      within a reasonable period of time after receiving written notice of such
      failure from the Corporation;




 


	9.1.2  	
      if
      the President engages in any criminal activity or unethical conduct which,
      in the sole discretion of the Corporation, is judged to seriously impair
      the President's ability to perform his duties hereunder, or would or could
      impair the business reputation of the Corporation, including, but not
      limited to, where the President is convicted of any indictable criminal
      offence;




 


	9.1.3  	
      if
      the President or any member of his family makes any personal profit
      arising out of or in connection with a transaction to which the
      Corporation is a party or with which it is associated without making
      disclosure to and obtaining the prior written consent of the
      Corporation;




 


	9.1.4  	
      the
      President is adjudged bankrupt;




 


	9.1.5  	
      the
      President becoming a lunatic or of unsound
mind;




 


	9.1.6  	
      if
      the President fails to honour his fiduciary duties to the Corporation,
      including the duty to act in the best interests of the Corporation;
      or




 


	9.1.7  	
      if
      the President disobeys reasonable instructions given in the course of
      employment by the Chairman or the board of directors of the Corporation
      that are not inconsistent with the President's management position and not
      remedied by the President within a reasonable period of time after
      receiving written notice of such
disobedience.




 

 







8












 

For
Disability/Death

 

9.2  This
Agreement may be immediately terminated by the Corporation by notice to the
President if the President becomes permanently disabled. The President shall be
deemed to have become permanently disabled if in any year during the employment
period, because of ill health, physical or mental disability, or for other
causes beyond the control of the President, the President has been continuously
unable or unwilling or has failed to perform the President's duties for 120
consecutive days, or if, during any year of the employment period, the President
has been unable or unwilling or has failed to perform his duties for a total of
180 days, consecutive or not. The term "any year of the employment period" means
any period of 12 consecutive months during the employment period.

 

9.3  This
Agreement shall terminate without notice or payment in lieu thereof upon the
death of the President.

 

SECTION
10
SEVERANCE
PAYMENTS

 

10.1  Upon
termination of the President's employment (i) for any reason set forth in
section
9; (ii) or
by the voluntary termination of employment of the President; or (iii) by the
non-renewal of this Agreement, the President shall not be entitled to any
severance payment other than compensation earned by the President before the
date of termination calculated pro rata up to and including the date of
termination, together with any amount to which the President is entitled under
the Employment
Standards Act (Alberta),
as amended and in force from time to time.

 

10.2  If the
President's employment is terminated for any other reason other than the reasons
set forth or referred to in paragraph 10.1 above,
the President shall be entitled to receive two (2)
years' salary at the then applicable base salary rate.

 

10.3  The
payment described in paragraph 10.2 above is
the only severance payment the President will receive in the event of the
termination of this Agreement for reasons contemplated in paragraph 10.2.

 

10.4  If the
President's employment is terminated as result of the death of the President,
the President or his estate, as applicable, shall be entitled to receive, within
30 days of the date of such termination, the balance of the base salary that
would otherwise be paid to the President during the reminder of the term of this
Agreement. The President agrees to reasonably comply with all requirements
necessary for the Corporation to obtain life insurance for the term of this
Agreement.

 

10.5  For the
purposes of paragraph 10.4,
whenever a payment is to be determined with reference to the remaining term of
this Agreement, if less than six months remain in the term of this Agreement and
no party has given notice of its intention not to renew this Agreement as
contemplated by section
3, the
"remaining term of this agreement" shall include the remainder of the then
existing term of this Agreement plus the renewal period.

 

 







9












 

SECTION
11
CONFIDENTIALITY

 

Confidential
Information

 

11.1  The
President acknowledges and agrees that:

 


	11.1.1  	
      in
      the course of performing his duties and responsibilities as an President
      and officer of the Corporation, he has had and will continue in the future
      to have access to and has been will be entrusted with Confidential
      Information, the disclosure of any of which to competitors of the
      Corporation or to the general public, or the use of same by the President
      or any competitor of the Corporation would be highly detrimental to the
      interests of the Corporation;




 


	11.1.2  	
      in
      the course of performing his duties and responsibilities for the
      Corporation, the President has been and will continue in the future to be
      a representative of the Corporation to its customers, clients and
      suppliers and as such has had and will continue in the future to have
      significant responsibility for maintaining and enhancing the goodwill of
      the Corporation with such customers, clients and suppliers and would not
      have, except by virtue of his employment with the Corporation, developed a
      close and direct relationship with the customers, clients and suppliers of
      the Corporation;




 


	11.1.3  	
      the
      President, as an officer of the Corporation, owes fiduciary duties to the
      Corporation, including the duty to act in the best interests of the
      Corporation; and




 


	11.1.4  	
      the
      right to maintain the confidentiality of the Confidential Information, the
      right to preserve the goodwill of the Corporation and the right to the
      benefit of any relationships that developed between the President and the
      customers, clients and suppliers of the Corporation by virtue of the
      President's employment with the Corporation constitute proprietary rights
      of the Corporation, which the Corporation is entitled to
      protect.




 

11.2  In
acknowledgement of the matters described above and in consideration of the
payments to be received by the President pursuant to this Agreement, the
President hereby agrees that he will not, directly or indirectly disclose to any
Person or in any way make use of (other than for the benefit of the
Corporation), in any manner, any of the Confidential Information.

 

 







10












 

Exclusions

 

11.3  The
obligations of the President in paragraphs 11.1 and
11.2 will not
apply to portions of the Confidential Information which:

 


	11.3.1  	
      have
      become generally available to the public other than as a result of a
      breach by the President of any obligation of confidence owed to the
      Corporation; or




 


	11.3.2  	
      were
      disclosed to the President on a non-confidential basis by a third party
      who did not owe an obligation of confidence to the Corporation with
      respect to the disclosed information; or




 


	11.3.3  	
      were
      necessarily disclosed to customers or suppliers in the normal course of
      business to further the business interest of the Corporation.




 

Assignment
of Confidential Information and Intellectual Property

 

11.4  Any
concept, idea, invention or improvement or design made or process or information
discovered or copyright work or trade mark or trade name ("Intellectual
Property") relating to the Business or the Corporation or capable of being used
or adapted for use by the Corporation created by the President or communicated
to the President by any other employee of the Corporation during the term of
this Agreement and one (1) year after termination of this Agreement, shall
belong to and be the absolute property of the Corporation. Furthermore, the
President shall assign to the Corporation all Intellectual Property or
Confidential Information whether it is capable of being patented or registered
or not and whether or not it is made or discovered in the course of his
employment unless such Intellectual Property or Confidential Information was in
existence prior to the commencement of a similar business by any subsidiary,
associate or affiliate of the Corporation.

 

11.5  The
President acknowledges and agrees that all right, title and interest in any
Intellectual Property or Confidential Information shall be and shall remain the
exclusive property of the Corporation.

 

11.6  The
President agrees immediately to disclose in writing to the Corporation all
Intellectual Property and Confidential Information developed in whole or in part
by the President during the term of this Agreement and to assign to the
Corporation, any right, title or interest the President may have in the
Intellectual Property and Confidential Information. The President agrees to
execute any instruments and to do all other things reasonably requested by the
Corporation, in order to vest more fully in the Corporation, all ownership
rights in those items transferred by the President to the
Corporation.

 

 







11












 

11.7  The
President acknowledges that prior to the Effective Date, he was employed by the
Corporation, during which time of employment certain inventions and works may
have been conceived and produced by him. The President acknowledges and agrees
that the assignment obligations as prescribed in this section
11 apply
also to the Intellectual Property or Confidential Information conceived and
produced during his earlier time of employment with the
Corporation.

 

11.8  The
President hereby irrevocably appoints the Corporation to be his attorney in his
name and on his behalf to execute and do any such instrument or thing and
generally to use his name for the purpose of giving to the Corporation the full
benefit of this section
11 and a
certificate in writing signed by any director or by the secretary for the time
being of the Corporation that any instrument or act falls within the authority
hereby conferred shall be conclusive evidence that such is the case and any
third party shall be entitled to rely on such certificate without further
enquiry.

 

SECTION
12
RETURN
OF MATERIALS

 

12.1  All
files, forms, brochures, books, materials, written correspondence, memoranda,
documents, manuals, computer disks, software products, Intellectual Property and
lists (including lists of customers, suppliers, products and prices) pertaining
to the Business, the Corporation or any of its associates that may come into the
possession or control of the President shall at all times remain the property of
the Corporation or such associate, as the case may be. On termination of the
President's employment for any reason, the President agrees to deliver promptly
to the Corporation all such originals and copies of such property of the
Corporation in the possession of the President or directly or indirectly under
the control of the President. The President agrees not to make for his personal
or business use or that of any other Person, reproductions or copies of any such
property or other property of the Corporation.

 

12.2  Nothing
herein shall be construed to give the President any interest in the tangible or
intangible assets of the Corporation.

 

SECTION
13
NON-COMPETITION/NON-SOLICIATION

 

13.1  The
President shall not at any time within two (2) years from the termination of the
Agreement, either solely or jointly with, or as agent for any other person,
directly, carry on or be concerned or interested in carrying on any business
which directly competes with the Business of the Corporation, within the area
where the Business of the Corporation is carried out or such other area that a
court of competent jurisdiction determines is reasonable having regard to the
nature and extent of the Corporation's Business, except as the Corporation may
agree in writing.

 

 







12












 

13.2  The
President further agrees and acknowledges that he shall not, for a period of two
(2) years following the termination of this Agreement, directly or indirectly,
either as employer, consultant, agent, principal, partner, co-venturer,
shareholder, proprietor, investor, financier, employee, director, or in any
other individual or representative capacity:

 


	13.2.1  	
      solicit,
      encourage or facilitate clients or customers of the Corporation, or any of
      its affiliates, to alter, modify, vary, diminish or cease their client or
      customer relationship with the Corporation, or any of its
      affiliates;




 


	13.2.2  	
      solicit,
      induce, encourage or facilitate other employees or consultants of the
      Corporation, or any of its affiliates, to leave the employment of, or
      consulting relationship with, the Corporation, or any of its
      affiliates.




 

13.3  The
President acknowledges and agrees that the covenants contained in this Agreement
are reasonably required to protect the interests of the Corporation, and its
affiliates, and do not materially impact, or affect, the President's ability to
obtain other employment nor work harshly upon him.

 

SECTION
14
PLACE
OF EMPLOYMENT

 

14.1  The
Corporation shall not move or otherwise relocate the place of business at which
the President reports to work more than 50 kilometres from the current place of
business at Edmonton,
Alberta.

 

SECTION
15
LEGAL
ADVICE

 

15.1  The
Executive hereby represents and warrants to the Corporation and acknowledges and
agrees that he had the opportunity to seek and was not prevented nor discouraged
by the Corporation from seeking independent legal advice prior to the executive
and delivery of this Agreement and that, in the event that he did not avail
himself of that opportunity prior to signing this Agreement, he did so
voluntarily without any undue pressure and agrees that his failure to obtain
independent legal advice shall not be used by him as a defence to the
enforcement of his obligations under this Agreement.

 

 







13












 

SECTION
16
GENERAL

 

Assignment

 

16.1  The
President may not assign, pledge or encumber the President's interest in this
Agreement nor assign any of the rights or duties of the President under this
Agreement without the prior written consent of the Corporation.

 

16.2  The
parties herein further agree and recognize that the Corporation will have full
authority to assign this Agreement to any one of the Corporation's subsidiaries,
associates, affiliates or related entities or persons (as those terms are
defined in the Income
Tax Act (Canada). The
President specifically understands and agrees that such assignment will not
create a termination of his employment and will not create a requirement for the
President to relocate. The President further recognizes and agrees that upon
such assignment occurring he shall report to, and take directions from, the
assignee.

 

Enforceability

 

16.3  The
President hereby confirms and agree that the covenants and restrictions
pertaining to the President contained in this Agreement, including, without
limitation those contained in section
11 and
section
13, are
reasonable and valid and hereby further acknowledges and agree that the
Corporation would suffer irreparable injury in the event of any breach by the
President of his obligations under any such covenant or restriction.
Accordingly, the President hereby acknowledges and agrees that damages would be
an inadequate remedy at law in connection with any such breach and that the
Corporation shall therefore be entitled in lieu of any action for damages,
temporary and permanent injunctive relief enjoining and restraining the
President from any such breach.

 

Governing
Law

 

16.4  This
Agreement shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the Province of Alberta and each
of the parties hereto irrevocably attorns to the jurisdiction of the courts of
the Province of Alberta.

 

Headings

 

16.5  The
headings in this Agreement are inserted for convenience of reference only and
shall not affect the construction or interpretation of this
Agreement.

 

 







14












 

Entire
Agreement

 

16.6  This
Agreement constitutes the entire agreement between the parties and there are not
statements, representations, warranties, undertakings or agreements, written or
oral, express or implied, between the parties except as herein set
forth.

 

Corporation's
Property

 

16.7  Notwithstanding
subsection 16.7, the
President acknowledges that all items of any and every nature or kind created or
used by the President pursuant to the President's employment under this
Agreement, or furnished by the Corporation to the President, and all equipment,
automobiles, credit cards, books, records, reports, files, manuals, literature,
Confidential Information, Intellectual Property or other materials shall remain
and be considered the exclusive property of the Corporation at all times and
shall be surrendered to the Corporation or such relevant member, in good
condition, promptly on the cessation or termination of the President's
employment irrespective of the time, manner or cause of the
termination.

 

Severability

 

16.8  Should
any portion of this Agreement be judicially held to be invalid or wholly or
partially unenforceable, such holding shall not invalidate or void the remainder
of this Agreement, the parties hereby agreeing that parts so held to be invalid
or unenforceable shall be deemed to have been stricken herefrom with the same
force and effect as if such part or parts had never been included herein, or
revised or reduced in scope so as to be valid and enforceable.

 

Time

 

16.9  Time
shall in every respect be of the essence in this Agreement.

 

Amendments

 

16.10  No change
or modification of this Agreement shall be valid unless it be in writing and
signed by each party.

 

Heirs,
Successors, Assigns

 

16.11  This
Agreement shall enure to the benefit of and be binding on the heirs, executors,
administrators and assigns of the President and upon the successors and assigns
of the Corporation.

 

 







15












 

Indemnification
of President

 

16.12  The
President shall be and is hereby indemnified and save harmless by the
Corporation against all losses, claims, damages, liabilities, obligations, costs
and expenses (including judgments, fines, penalties, amounts paid in settlement
and counsel and accountant's fees) of whatsoever kind or nature incurred by or
asserted against any of such indemnified parties in any way arising from and
related in any manner to this Agreement, unless such indemnified party is found
liable for or guilty of fraud, willful default or gross negligence.

 

IN
WITNESS WHEREOF the
parties hereto have executed this Agreement as of the day and year first above
written.

 






	
       

      SIGNED,
      SEALED AND DELIVERED in the presence of: 
	
      )
	 
	
      )
	 
	 	
      )
	 
	
      /s/
      R A Nobbs
	
      )
	
      /s/
      Thomas Lam

	
      WITNESS
	
      )
	
      THOMAS
      LAM




 


	 	 	POLY-PACIFIC
      INTERNATIONAL INC.
	 	 	 	 
		
       
	Per	
      /s/
      David Tam

	 	 	 	 
	 	
       
	Per	
      /s/
      Mike Duff





 










 









16




















AFFIDAVIT
OF EXECUTION







	
      CANADA

      PROVINCE
      OF ALBERTA

      TO
      WIT:
	
      )

      )

      )
	
      I,
      Richard Nobbs, of the City of Edmonton, in the Province of
      Alberta,
      MAKE OATH AND SAY:













1. THAT I
was personally present and did see THOMAS LAM named in the annexed instrument,
who is personally known to me to be the person named therein, duly sign and
execute the same for the purpose named therein.







2. THAT the
same was executed at the City of Edmonton, in the Province of Alberta, and that
I am the subscribing witness thereto.







3. THAT I
know the said THOMAS LAM and he is in my belief of the full age of eighteen
years.











	
      SWORN
      BEFORE ME at
      the City of Edmonton, in the Province of Alberta, this 5th
      day of July, 2002.

       

       

       

      /s/
      Lydia Cheng
	
      )

      )

      )

      )

      )

      )

      )
	
       

       

       

       

      
/s/
      R A Nobbs

	
      A
      Commissioner for Oaths in and for the Province of Alberta
	 






 












17