VP Business Development (Serge Carrier) Employment Agreement

Exhibit 10.4


FACEPRINT GLOBAL SOLUTIONS INC (FGS)


VICE PRESIDENT BUSINESS DEVELOPMENT AGREEMENT

Page


THIS Agreement, effective as of January 10, 2005, is by and between FGS Inc., a California corporation (the "Company"), and Gestion Academe Inc. ("Consultant" ) of 7290 De Beaufort Ave.. Anjou, (Quebec) Canada. Hi M 3V5.


In consideration of the mutual covenants contained in this Agreement. the Company and Consultant hereby agree as follows:

1.

TERM

1.1

Term. The term of this Agreement shall be for a minimum term of three (3) years commencing on January 10. 2005 (the "Term"). Thereafter, the Agreement shall automatically continue unless either party provides written notice to the other at least thirty (30) days prior to the effective date of termination. This Agreement replaces all prior agreements.

1.2

Office . Consultant shall be provided with an office work area at the Company's headquarters when necessary.


1.3

Place of Performance. In connection with Consultants' Agreement with the Company, Consultant shall work from lime to time at the Company's headquarters office, but may also work from his home office on an arranged basis until the availability of a Canadian office.

2.

DUTIES OF CONSULTANT

2.1

Job Title . Consultant accepts being Vice President of Business Development and a Director on the Board of the Company. Both parties agree that the term " Consultant" refers to the person of Serge Carrier and that the services of the Consultant as VP Business Development must be rendered by Serge Carrier from Gestion Academac Inc., in accordance with the terms and conditions set forth in this agreement


2.2

Consultant agrees to these multiple tasks: Besides all the tasks devoted to a VP of Business Development, Consultant agrees to help w ith financing, growth. marketing and sales and merger & acquisitions. Also Consultant agrees to travel from lime to time.


2.3

Loyal and Conscientious Performance of Duties . Consultant agrees that to the best of his ability, and experience he will at all times loyally and conscientiously perform all of the duties and obligations required of him either expressly or implicitly by the terms of this Agreement.


2.4

Devotion of Time to Company's Business. Consultant shall devote a sufficient amount of his productive time, ability, and attention to the business of the Company to fulfill the duties and responsibilities undertaken herein.


FACEPRINT GLOBAL SOLUTIONS INC (FGS)


VICE PRESIDENT BUSINESS DEVELOPMENT AGREEMENT

Page


2.3

Non-Disclosure of Confidential Information . Consultant will sign the Company's written Confidentiality and Non-Solicitation Agreement, a copy of which will be attached for reference as Exhibit I. Consultant shall at all times abide by the terms of such agreement.


2.6

Competitive Activities . During the term of this Agreement, Consultant shall not. directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in direct competition in any manner whatsoever with the business of the Company.


3. SALARY, WARRANTS AND BENEFITS


3.1

Salary/Bonuses. As compensation for services rendered under this Agreement. Consultant shall receive a monthly salary of eleven thousand dollars ($11,400). Consultant shall he entitled to any other bonus, presence chips etc., that the Company will attribute to Board members, Officers, etc. Company will adjust salary each year for inflation and cost of living.


3.2

Issues of Warrants as Enticement to Commit.


3.2.1

For the three (3) years commitment to participate in the structuring and organization of the business operations of the company, Consultant will be awarded a 5 year warrant to buy seven million (7,000,000) shares of the capital of the company at a price of $0.001 per share. The warrant will be issued upon execution of this agreement.


3.2.2 Company agrees to issue to Consultant 5 year warrants to buy three million (3,000,000) common shares at a price of $0.001 per share: each warrant will be for two hundred- fifty thousand (250,000) shares. The first such warrant will be issued on January 10. 2005, the date of this agreement, and thereafter at the end of each quarter for a total of eleven (11) successive quarters.


3.3

Vacation and official holidays. Consultant is entitled to all official holidays and one (1) month of vacation.


3.4

Reimbursement for Expenses Incurred . The Company shall promptly reimburse Consultant for all reasonable business expenses incurred by Consultant in furthering the business of the Company, including expenditures for meals, hotels and travel. Any expense amount in excess of Five Hundred dollars ($500) shall require the prior agreement of the Chief Financial Officer (" CFO" ) of the Company.


FACEPRINT GLOBAL SOLUTIONS INC (FGS)


VICE PRESIDENT BUSINESS DEVELOPMENT AGREEMENT

Page


3.5

Repayment by Consultant of Disallowed Rosiness Expenses . In the event any expenses paid for Consultant shall subsequently be determined to not he allowable under Section 3.4 herein, Consultant shall repay to the Company the amount of the disallowed expenses.


4. TERMINATION OF AGREEMENT


4.1

Termination by the Company. Consultant's agreement hereunder may he terminated by the Company under the following circumstances:


4.1.1

Death of Consultant. This Agreement shall terminate automatically without notice upon the death of Consultant. Ilf Serge Carrier "(Individual") would own less than 90% of the total outstanding shares of Gestion Academac Inc., the Company "(FGS") has the right to terminate this Agreement.


4.1.2

Disability. This Agreement shall not terminate automatically upon the temporary disability of Consultant, but the Company may terminate this Agreement upon the permanent disability of Consultant. Consultant shall be permanently disabled if Consultant is unable because of a medical. physical, or mental condition to perform substantially all of the duties that Consultant performed for the Company prior to such incapacitation for a period of six (6) consecutive months or longer.


4.1.3

With Cause. The Company ma ...