Unassociated Document


    

      EMPLOYMENT
        AGREEMENT

      


      This
        EMPLOYMENT AGREEMENT is entered into by and between, Advanced
        ID Corporation
        (“Company”), and Daniel
        W. Finch,
        the
        undersigned individual (“Executive”) effective this 15th day of September
        2005.

       

      RECITAL

      


      The
        Company and Executive desire to enter into an Employment Agreement setting
        forth
        the terms and conditions of Executive’s employment with the
        Company.

      


      AGREEMENT

      


      NOW,
        THEREFORE,
        in
        consideration of the mutual covenants and agreements hereinafter set forth,
        the
        Company and Executive agree as follows:

      


      
        	 	
                1.

              	
                Employment.

              


      

      
        	 	
                a.

              	
                Term.
                  The Company hereby employs Executive to serve as President and
                  Chief
                  Executive Officer of the Company and AVID Canada Corporation. The
                  employment with the Company is not for any specific period of time.
                  As a
                  result, either the Company or the Executives is free to terminate
                  the
                  employment relationship at any time, subject to the other provision
                  of
                  this Agreement.

              


      

      
        	 	
                b.

              	
                Duties
                  and Responsibilities. Executive will be reporting to the Company’s Board
                  of Directors. Within the limitations established by the Bylaws
                  of the
                  Company, the Executive shall have each and all of the duties and
                  responsibilities of the President and Chief Executive Officer’s position
                  and such other duties on behalf of the Company as may be reasonably
                  assigned from time to time by the Company’s
                  board.

              


      

      
        	 	
                c.

              	
                Location.
                  The location at which Executive shall perform service for the Company
                  shall be Calgary, Alberta, or any location approved by the Board
                  of
                  Directors.

              


      

      


      
        	 	
                2.

              	
                Compensation.

              


      

      
        	 	
                a.

              	
                Base
                  Salary. Executive shall be paid a base salary (“Base Salary”) at the
                  annual rate of $94,200.00; payable in semi-monthly installment
                  is US
                  Dollars consistent with Company’s payroll practices. The annual Base
                  Salary shall be reviewed on or before the anniversary of each year,
                  unless
                  Executive’s employment hereunder shall have been terminated earlier
                  pursuant to this Agreement, by the Board of Directors of the Company
                  to
                  determine if such Base Salary should be increased for the following
                  year
                  in recognition of services to the Company.


              


      

      
        	 	
                b.

              	
                Payment.
                  Payment of all compensation to Executive hereunder shall be made
                  in
                  accordance with the relevant Company policies in effect from time
                  to time,
                  including normal payroll practices, and shall be subject to all
                  applicable
                  employment and withholding taxes.

              


      

      
        	 	
                c.

              	
                Bonus.
                  Executive shall also be entitled to a bonus determined at the sole
                  discretion of the Board of Directors. The Company shall set proposed
                  milestones and proposed bonuses if those milestones are met each
                  year. It
                  is acknowledged and agreed between the parties hereto that as at
                  the
                  execution date of this Agreement, the only bonuses currently in
                  effect
                  consists of the Stock Options as set out in Clause 3(d)
                  below.

              


      

      
        	 	
                d.

              	
                Relocation
                  Expenses. The Executive will be entitled to receive a lump sum
                  of
                  $5,000.00 for moving expenses. This amount will be remitted to
                  Executive
                  30 days after signature of
                  contract.

              


      

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      
        	 	
                3.

              	
                Other
                  Employment Benefits.

              


      

      
        	 	
                a.

              	
                Business
                  Expenses. Upon submission of itemized expense statements in the
                  manner
                  specified by the Company, Executive shall be entitled to reimbursement
                  for
                  reasonable travel and other reasonable business expenses duly incurred
                  by
                  Executive in the performance of his duties under this
                  Agreement.

              


      

      
        	 	
                b.

              	
                Benefit
                  Plans. Executive shall be entitled to participate in the Company’s medical
                  and dental plans, life and disability insurance plans and retirement
                  plans
                  pursuant to their terms and conditions. Executive shall be entitled
                  to
                  participate in any other benefit plan offered by the Company to
                  its
                  employees during the term of this Agreement (other than stock options
                  or
                  stock incentive plans, which are governed by Section 3(d) below).
                  Nothing
                  in this Agreement shall preclude the Company from terminating or
                  amending
                  any employee benefit plan or program from time to time. Executive
                  may
                  participate in an alternative medical plan reimbursable to the
                  Executive
                  at the same rate of the Company’s current
                  plan.

              


      

      
        	 	
                c.

              	
                Vacation.
                  Executive shall be entitled to three (3) weeks of vacation each
                  year of
                  full employment, exclusive of legal holidays, as long as the scheduling
                  of
                  Executive’s vacation does not interfere with the Company’s normal business
                  operations.

              


      

      
        	 	
                d.

              	
                Stock
                  Options.  
                  Executive will receive the option to purchase 1,000,000 shares
                  of Company
                  at the price determined on the date of the contract based on the
                  following
                  criteria:

              


        	 	 	WHEN
                THE REVENUE OF COMPANY INCREASES BY $1,000,000, EXECUTIVE WILL BE
                ABLE TO
                EXERCISE HIS OPTION FOR THE PURCHASE OF 100,000 SHARES.  IN
                ADDITION,
                THE EXECUTIVE WILL BE ABLE TO FURTHER EXERCISE HIS OPTION FOR THE
                PURCHASE
                OF 100,000 SHARES ON EACH ADDITIONAL INCREASE OF REVENUE OF $1,000,000
                UP
                TO $10,000,000 OF REVENUE TOTALLING 1,000,000 SHARES. Revenue is
                determined as all revenue of Advanced ID commencing at the beginning
                of
                the current fiscal year of the Company and ending at the end of the
                current fiscal year, not including revenue for Thailand/AIDO TAIP
                project.


        	 	 	
                Subject
                  to section 5, Executive will have the right to exercise his option
                  within
                  30 days of said termination. The number of options available to
                  the
                  Executive upon termination shall be determined in accordance with
                  the
                  formula set out above.

              


        	 	 	
                All
                  shares issued to the Executive pursuant to his exercise of the
                  aforedescribed stock options shall be issued and subject to all
                  regulatory
                  requirements including, if necessary, such hold period as legally
                  required.

              


      

      
        	 	
                e.

              	
                No
                  Other Benefits. Subject to Section 5(b), Executive understands
                  and
                  acknowledges that the compensation specified in Sections 2 and
                  3 of this
                  Agreement shall be in lieu of any and all other compensation, benefits
                  and
                  plans including but without limiting the generality of the foregoing,
                  health plans or other health
                  benefits.

              


      

      


      
        	 	
                4.

              	
                Executive’s
                  Business Activities.
                  Executive shall devote all of this entire business time, attention
                  and
                  energy exclusively to the businesses and affairs of the Company,
                  Executive
                  may serve as a member of the Board of Directors of other organizations
                  that do not compete with the Company, and may participate in other
                  professional, civic, governmental organizations and activities
                  that do not
                  materially affect this ability to carry out his duties
                  hereunder.

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                 

              	
                5.

              	
                Termination
                  of Employment.

              


      

      
        	 	
                a.

              	
                For
                  Cause. Notwithstanding anything herein to the contrary, the Company
                  may
                  terminate Executive’s employment hereunder for cause for any one of the
                  following reasons: 1)conviction of a felony, or a misdemeanor where
                  imprisonment is imposed, 2)mission of any act of theft, fraud,
                  or
                  falsification of any employment or Company records in any material
                  way, 3)
                  executive’s failure or inability to perform any material reasonable
                  assigned duties after written notice from the Company of, and a
                  reasonable
                  opportunity to cure, such failure or inability, or 4) material
                  breach of
                  this Agreement which breach is not cured within ten (10) days following
                  written notice of such breach. Upon termination of Executive’s employment
                  with the Company for cause, the Company shall be under no further
                  obligation to Executive for salary or bonus, except to pay all
                  accrued but
                  unpaid base salary, accrued bonus (if any) and accrued vacation
                  to the
                  date of termination thereof.

              


      

      
        	 	
                b.

              	
                Without
                  Cause. The Company may terminate Executive’s employment hereunder at any
                  time without cause, provided, however, that Executive shall be
                  entitled to
                  severance pay in the amount of Base Salary in addition to accrued
                  but
                  unpaid Base Salary and accrued vacation, less deductions required
                  by law,
                  but if, and only if, Executive executes a valid and comprehensive
                  release
                  of any and all claims that the Executive may have against the Company
                  in a
                  form provided by the Company and Executive executes such form.
                  Executive
                  shall also be entitled to maintain his or her options, including
                  all bonus
                  options earned as per Clause 3(d) above to the date of termination,
                  under
                  the identical terms except that any non-vested options shall immediately
                  become vested on the date of termination


              


      

      
        	 	
                c.

              	
                Termination
                  for Good Reason. If Executive terminated his employment with the
                  Company
                  for Good Reason (as hereinafter defined), he shall be entitled
                  to the
                  besting benefits set forth in Section 3(d)(5) and the severance
                  benefits
                  set forth in Section 5(b). For purposes of this Agreement, “Good Reason”
                  shall mean any of the following: (i) relocation of the Company’s executive
                  offices more than forty miles from the current location, without
                  Executives concurrence; (ii) any material breach by the Company
                  of this
                  Agreement; (iii) a material change in the principal line of business
                  of
                  the Company, without Executive’s concurrence; (iv) any significant change
                  in the Executive’s duties and responsibilities; or (v) a change in control
                  which shall mean: (1) the acquisition (other than from Company)
                  by any
                  person, entity or “group”, within the meaning of Section 13(d)(3) or
                  14(d)(2) of the Exchange Act (excluding, for this purpose, any
                  employee
                  benefit plan of Company or its subsidiaries which acquires beneficial
                  ownership of voting securities of Company) of beneficial ownership
                  (within
                  the meaning of Rule 13d-3 promulgated under the Exchange Act) of
                  50% or
                  more of either the then outstanding shares of Common Stock or the
                  combined
                  voting power of Company’s then outstanding voting securities entitled to
                  vote generally in the election of directors; or (2) the failure
                  for any
                  reason of individuals who constitute the Incumbent Board to continue
                  to
                  constitute at least a majority of the Board; or (3) approval by
                  the
                  stockholders of Company of a reorganization, merger, consolidation,
                  in
                  each case, with respect to which the shares of Company voting stock
                  outstanding immediately prior to such reorganization, merger or
                  consolidation do not constitute or become exchanged for or converted
                  into
                  more than 50% of the combined voting power entitled to vote generally
                  in
                  the election of directors of the reorganized, merged or consolidated
                  Company’s then outstanding voting securities, or a liquidation or
                  dissolution of Company or of the sale of all or substantially all
                  of the
                  assets of Company.

              


      

      
        	 	
                d.

              	
                Cooperation.
                  After notice of termination, Executive shall cooperate with the
                  Company,
                  as reasonably requested by the Company, to effect a transition
                  of
                  Executive’s responsibilities and to ensure that the Company is aware of
                  all matters being handled by
                  Executive.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      
        	 	
                6.

              	
                Disability
                  of Executive.
                  The Company may terminate this Agreement without liability if Executive
                  shall be permanently prevented from properly performing his essential
                  duties hereunder with reasonable accommodation by reason of illness
                  or
                  other physical or mental incapacity for a period of more than 120
                  consecutive days. Upon such termination, Executive shall be entitled
                  to
                  all accrued but unpaid Base Salary, accrued bonus (if any) and
                  accrued
                  vacation.

              


      

      


      
        	 	
                7.

              	
                Death
                  of Executive.
                  In the event of the death of Executive, the Company’s obligations
                  hereunder shall automatically cease and terminate; provided, however,
                  that
                  within 15 days the Company shall pay to Executive’s heirs or personal
                  representatives Executive’s Base Salary and accrued vacation accrued to
                  the date of death.

              


      

      


      
        	 	
                8.

              	
                Confidential
                  Information.
                  Executive shall hold in confidence and not divulge to any third
                  party any
                  information concerning the affairs of the Company or any proprietary
                  information of a secret or confidential nature owned or obtained
                  by the
                  Company which may have been disclosed to Executive by the Company
                  or
                  developed for the Company by Executive. Furthermore, Executive
                  shall not
                  use the information, which has been disclosed to tit by the Company
                  or
                  developed for the Company by Executive for its own purpose or in
                  connection with any work Executive may undertake for a third party.
                  The
                  obligations under this clause shall survive termination of this
                  Agreement
                  for any reason.

              


      

      


      
        	 	
                9.

              	
                Intellectual
                  Property.
                  Executive acknowledges that the Company shall or may, in reliance
                  of this
                  agreement, provide employees access to trade secrets, customers,
                  and other
                  confidential data and good will. Executive agrees to retain said
                  information as confidential and not to use said information on
                  his behalf
                  or disclose same to any third party during the period of employment
                  and
                  for a period of one year following termination of employment and
                  notwithstanding the cause or reason for
                  termination.

              


        	 	 	
                Executive
                  acknowledges that he has been employed, in party, for the purpose
                  of
                  creating ideas and material that are useful for the business of
                  the
                  Company. Executive further acknowledges that the Company is the
                  owner of
                  the Intellectual Property rights associated with these ideas and
                  materials
                  and he or she will sign any assignments necessary to transfer or
                  confirm
                  the assignment of such ownership.

              


        	 	 	Executive
                shall disclose promptly to the Board of Directors, all trade secrets,
                confidential information, inventions, designs, copyrightable works
                and
                trademarks (“Intellectual Property”) he may create, either by himself, or
                in cooperation with others, during the course of his
                employment.


        	 	 	
                Executive
                  agrees to keep written or electronic records of the Intellectual
                  Property
                  he created at the office of the Company and further acknowledges
                  that such
                  records are the property to the Company. Executive shall not use
                  any
                  Intellectual Property that he may create during the course of his
                  employment for any other purpose than Company business, nor shall
                  the
                  undersigned disclose such Intellectual Property at any time within
                  on e
                  year following termination of employment and notwithstanding the
                  cause or
                  reason for termination.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                10.

              	
                Exclusive
                  Employment.
                  During employment with the Company, (a) Executive will not do anything
                  to
                  compete with the Company’s present or contemplated business, nor will he
                  plan or organize any competitive business activity and (b) Executive
                  will
                  not enter into any agreement which conflicts with his duties or
                  obligations to the Company. Executive will not during h is employment
                  or
                  within one (1) year after it ends, without the Company’s express written
                  consent, solicit or encourage any employee, agent, independent
                  contractor,
                  supplier, consultant, investor, or alliance partner to terminate
                  or alter
                  a relationship with the Company.

              


      

      


      
        	 	
                11.

              	
                Assignment
                  and Transfer.
                  Executive’s rights and obligations under this Agreement shall not be
                  transferable by assignment or otherwise, and any purported assignment,
                  transfer or delegation thereof shall be
                  void.

              


      

      


      
        	 	
                12.

              	
                Governing
                  Law.
                  This Agreement shall be interpreted and enforced in accordance
                  with the
                  laws of the State of Nevada USA.

              


      

      


      
        	 	
                13.

              	
                Severability.
                  Whenever possible, each provision of this Agreement shall be interpreted
                  in such manner as to be effective and valid, but if any one or
                  more of the
                  provisions contained in this Agreement shall be invalid, illegal
                  or
                  unenforceable in any respect for any reason, the validity, legality
                  and
                  enforceability of any such provisions in every other respect and
                  of the
                  remaining provisions of this Agreement shall not be in any way
                  impaired.

              


      

      


      
        	 	
                14.

              	
                Entire
                  Agreement.
                  This Agreement (including the equity documentation referred to
                  herein, and
                  any indemnification agreement between the Executive and the Company)
                  contains the entire agreement of the parties with respect to the
                  subject
                  matter contained in the Agreement. There are no restrictions, promises,
                  covenants, or undertakings between Company and Executive, other
                  than those
                  expressly set forth in this Agreement. This Agreement supersedes
                  all prior
                  agreements and understandings between parties. This Agreement may
                  not be
                  amended or modified except in writing executed by the
                  parties.

              


      

      


      IN
        WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
        first written

       

      
        	
                
                  ADVANCED
                    ID
                    CORPORATION

                

              	 	 
	 	 	 
	/s/ Seymour Kazimirski    	 	/s/ Terry Fields
	Seymour Kazimirski,
                Director   	 	Terry Fields,
                Director
	 	 	
              
	/s/ Hubert Meier     	 	/s/ David Goldenberg
	Hubert Meier,
                Director    	 	David Goldenberg,
                Director
	 	 	 
	/s/ Che Ki Li     	 	/s/ Daniel W. Finch  
	Che Ki Li,
                Director    	 	Daniel W. Finch,
                Executive