EXHIBIT 10.3 This Agreement dated for reference September 3, 2003 BETWEEN: YzApp Solutions Inc. 6584 Willoughby Way Langley, B.C. V2Y 1K4 ("Principal") AND: Sawka Group Suite 600-1311 Howe Street Vancouver, BC V6Z 2P3 ("Sawka Group") Whereas the Principal wishes to market the following product/service: YzApp Solutions Inc. has developed a new generation of credit application, the Intelligent Credit Application(C) (ICA). The ICA interacts with the borrower and the seller early in the application process in order to improve the information flow to the lender. The ICA creates "mass customisation" of the application process for the benefit of buyers, sellers and lenders. The Principal offers this agreement to cover the development and sale of a customized version of the ICA for new and used Bombardier recreational equipment dealers in Canada. Recreational Equipment (RE) for the purposes of this agreement, is a term meant to cover all terrain vehicles, snowmobiles, personal watercraft as well as motorcycles. And whereas Sawka Group is prepared to partially pay for the software customization or guarantee revenue and use their contacts to initiate sales and help establish a network of clients for the service. It is agreed as follows: (1.0) Activity: Sawka Group shall use commercially reasonable efforts to initiate sales for the product. Sawka Group will offer products only at pricing approved in advance by the Principal. (2.0) Materials Provided: The Principal shall assist Sawka Group in generating sales by providing technical support, marketing material and other support as requested by Sawka Group. (3.0) Client Support: The Principal will provide the same training and support to new users of the product introduced by Sawka Group as for any other of the Principal's clients. Page 1 of 4
(3.1) General and Technical Support: In consideration of ongoing commissions outlined in Clause Four (4.0) of this agreement, the Principal agrees to provide 9 am to 5 p.m. Pacific Standard Time, Monday to Friday, (excluding statutory holidays) technical and general customer support for the Principal's products, for all clients outlined in Clause Four (4.0). If required on site support will be provided to customers within 48 hours Monday to Friday, and within reasonable period on weekends and holidays, although these site visits may be invoiced at an hourly rate to either Sawka Group or the customer. (4.0) Fees and Commissions: For Clients designated as Tier One - Individual Bombardier Dealers, shall pay a fee of $150 per month per dealer plus applicable taxes, and a one time set up fee of $450.00. For clients designated as Tier One - Non-Bombardier Dealers, Sawka Group shall pay a fee of $150 per month per dealer plus applicable taxes. After an introductory period it is expected that Tier One - Non-Bombardier Dealers will be charged on a different pricing structure than Bombardier Dealers. For Clients designated as Tier Two Dealers' Associations or businesses that re-sell the products of the Principal to dealers, the Principal shall pay a commission of 10% on the first year gross revenues arising from clients initiated by Sawka Group Clients, either Tier 1 or Tier 2, introduced to the Principal by Sawka Group, and whom Sawka Group does not personally complete the sale, but those clients do enter into a contract with the Principal, will earn Sawka Group a $250 finder's fee. (4.1) Profit Sharing: As of September 31, 2004 and as long as 604757 has signed over 150 dealers a 5% commission/profit sharing will commence on the monthly revenue received from clients described in 4.0 as Bombardier or Tier One - Non-Bombardier Dealers. (4.2) Prospects which May be Solicited: Sawka Group will notify the Principal by fax or email of nonBombardier prospects initiated by Sawka Group and provide all relevant contact and other information to allow the Principal to maintain appropriate records. Sawka Group can approach any prospect in the new/used recreational equipment retail sales industry in Canada. (4.3) Date of Payments: Both the Principal and Sawka Group will pay by cheque or direct deposit all fees and commissions due and payable, on the 15th of every month on all fees and commissions accrued the previous month. (4.4) Transaction Currency: All revenues earned in CDN dollars shall be paid in CDN dollars. (5.0) Auditing: The Principal shall make available upon request, starting at the contract date, statements relevant to calculation of fees owed by Sawka Group and to provide enough information for auditing purposes. Sawka Group shall have the right to inspect client lists for auditing purposes. Sawka Group in turn will maintain a database in Maximizer format (or other CRM system) of all contacts made in relations to the Principal's services. The Principal or its appointed agent will make this database available at any time for inspection. Also, the database will supplied in its' entirety to the Principal if or when this agreement is terminated. Page 2 of 4
(6.0) Term: This agreement is meant to provide the basis of an ongoing and long term relationship between the Principal and Sawka Group Therefore the term of the agreement is one (1) year from the Reference date, and will renew annual for one (1) year terms thereafter unless specifically terminated by either party. Termination of the agreement can take place at any time by either party, by the provision of a letter stating the decision to terminate, and unless otherwise stated, will be effective as of the delivery date of said letter, it being delivered by registered mail or by courier. (7.0) General Provisions: If any provisions in this agreement are found to be void or invalid it will not affect the balance or the spirit of the agreement. (8.0) Assignment: Sawka Group can not assign this agreement without the written approval of the Principal. (9.0) Confidentiality: In the capacity as Consultant and therefore an agent of the Principal, Sawka Group will have access to and will be entrusted with confidential information of the Principal. Confidential information includes information relating to the Principal's business, financial affairs, commission and pricing structures, and technology, as well as client, prospect, and supplier lists. Therefore, it is agreed that Sawka Group will not use or disclose during or after the termination of the agreement, any such confidential information except, as may be necessary, in the discharge of his duties under this agreement. (10.0) Noncompetition: In the event that this agreement is terminated with the Principal, Sawka Group agrees not to create or participate in the creation of products that would directly compete with the Principal in its given area of business, in particular and not by way of limitation, expert system enhanced credit application software, for a period of one year after the termination of this agreement. (11.0) Assignment of Innovations. While this agreement between Sawka Group and the Principal is in place, Sawka Group may be engaged at times in developing technical solutions for the ICA service, such as computer software and electronic commerce configurations. It is understood that such solutions and innovations created or possibly created are the property of the Principal. (12.0) Disputes: If any dispute arises with respect to this agreement, Sawka Group and the Principal will attempt to resolve the dispute; failing that, any such dispute will be referred to a lawyer jointly chosen by Sawka Group and the Principal and arbitration will be undertaken pursuant to the Commercial Arbitration Act. This agreement shall by governed by the laws of the Province of British Columbia. Page 3 of 4
SAWAKA HOLDINGS COMPANY LIMITED
YZAPP SOLUTIONS INC.
/s/ Mike Sawka -------------------(ACCEPTED BY - SIGNATURE)
/s/ Brian Jaggard -------------------(ACCEPTED BY - SIGNATURE)
Mike Sawka -------------------(PRINT NAME)
Brian Jaggard -------------------(PRINT NAME)
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EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in the Registration Statement on Form SB-2 of our report dated February 16, 2004, relating to the financial statements of YzApp International Inc. for the fiscal period ended July 31, 2003, as well as to the reference to N.I. Cameron Inc. Chartered Accountants in the Experts section of the Prospectus contained in the Registration Statement.
/s/ N.I. Cameron and Assoc. --------------------------N.I. Cameron and Assoc. Chartered Accountants
Vancouver, BC July 7, 2004
EXHIBIT 99.1 SECURITIES SUBSCRIPTION AGREEMENT _______ __, 2004 YzApp International Inc. 6584 Willoughby Way, Langley, British Columbia Canada V2Y 1K4 1. YzApp International Inc, a Nevada corporation (the "Company"), has offered for sale and the undersigned purchaser (the "Purchaser") hereby tenders this subscription and applies for the purchase of ______ Shares of Common Stock at the purchase price of $0.50 per Share (the "Offering"). Together with this Subscription Agreement, the Purchaser is delivering to the Company the full amount of the purchase price by check or wire transfer of funds for the subscribed Shares to: YzApp International Inc. 6584 Willoughby Way, Langley, British Columbia Canada V2Y 1K4 (NAME OF SUBSCRIBER) Number of Shares Subscribed 2. The Offering is being conducted in reliance upon effectiveness of a registration statement filed with the U.S. Securities and Exchange Commission and the Prospectus (the "Prospectus") contained therein dated xxxx, 2004, pursuant to the Securities Act of 1933 (the Act). 3. Representations and Warranties of Purchaser. In order to induce the Company to accept this subscription, the Purchaser hereby represents and warrants to, and covenants with, the Company as follows: A. The Purchaser is purchasing the Shares for its own account for investment purposes and not with a view towards distribution and has no present arrangement or intention to sell the Common Stock; B. The Purchaser is not an officer, director or "affiliate" (as that term is defined in Rule 403 under the Act) of the Company; Page 1 of 3
C. Purchaser is purchasing the Shares for its own account and Purchaser is qualified to purchase the Shares under the laws of its jurisdiction of residence and the offer and sale of the Shares will not violate the securities or other laws of such jurisdiction; D. The Purchaser has carefully reviewed the Company's Prospectus and has had the opportunity to ask and receive answers to any and all questions the Purchaser had with respect to the Company, its business, management and current financial condition; E. Except as set forth in this Agreement, no representations or warranties have been made to the Purchaser by the Company, or any agent, employee or affiliate of the Company and in entering into this transaction the Purchaser is not relying upon any information, other than that which is contained in the Prospectus, the receipt of which is hereby acknowledged and the results of any independent investigation by the Purchaser; F. The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and this Agreement is a legally binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms; and 4. Representations of the Company. The Company represents and warrants: A. The Company is in full compliance, to the extent applicable, with all obligations under Nevada, federal and Canadian law; B. The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within the Company's corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of the Company; C. The Prospectus provided to the Purchaser do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statement therein in light of the circumstances under which they were made, not misleading; 5. Non-Binding Until Acceptance. The Purchaser understands that this subscription is not binding upon the Company until the Company accepts it, which acceptance is at the sole discretion of the Company and is to be evidenced by the Company's execution of this Agreement where indicated. This Agreement shall be null and void if the Company does not accept it as aforesaid. Upon acceptance by the Company and receipt of the total purchase price, the Company will issue one or more certificates for the full number of shares of common stock and warrants contained in the subscribed Shares. Page 2 of 3
6. Non-Assignability. Neither this Agreement nor any of the rights of the Purchaser hereunder may be transferred or assigned by the Purchaser. 7. Governing Law. This Agreement will be construed and enforced in accordance with and governed by the laws of the State of Nevada, except for matters arising under the Act, without reference to principles of conflicts of law. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the State of Nevada or the state courts of the State of Nevada in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. IN WITNESS WHEREOF, the Purchaser has executed this Securities Subscription Agreement on the date set forth below. (Print Name of Subscriber) By: (Signature) Address for Shareholder Records: Telephone Number Number of Shares Subscribed: (Minimum of _____ shares) Purchase Price (# of Shares X $0.50 per Share) The foregoing Subscription is accepted this day of _______ 2004 by: YzApp International Inc. BY: Brian Jaggard, President Page 3 of 3