This CONSULTING AGREEMENT ("Agreement") is made as of January 1, 1997 by and between Global
Equity Corporation, an investment and international investment banking corporation formed under the laws of
Ontario, Canada ("Company") and John R. Hart ("Consultant").
1. The Company is incorporated under the laws of the Ontario, Canada. The Company is involved in activities as
an international investment banker and in addition searches for and investigates appropriate investment
2. The Company believes it is prudent and appropriate to attempt to increase shareholder value through strategic
investments, acquisitions, various business combinations, and constructive rationalization of investments as well as
providing investment banking services.
3. The Company believes that Consultant possesses unique skills, knowledge, and experience.
4. The Company believes that it is imperative that it and its Board of Directors be able to rely upon the
Consultant's advice and recommendations.
5. Consultant has been a Director of the Company and President and CEO since September 5, 1995.
6. Consultant was instrumental in reorganizing the Company's Board of Directors, management, and corporate
In consideration of the foregoing, and of their mutual promises contained herein, the parties agree as follows:
1. Engagement and Term
The Company hereby retains Consultant to render consulting and advisory services as requested from time to
time by the Company, for a three-year period commencing on January 1, 1997.
2. Scope of Services
The services to be provided by Consultant shall encompass but not necessarily be limited to the following areas
A. To analyze the activities and operations of the Company and its subsidiaries and affiliates and make
recommendations to achieve greater operating efficiencies.
B. To conduct investment banking activities on behalf of the Company and i