Docstoc

Voluntary Pooling Agreement - ALR TECHNOLOGIES INC - 12-10-1999

Document Sample
Voluntary Pooling Agreement - ALR TECHNOLOGIES INC - 12-10-1999 Powered By Docstoc
					EXHIBIT.99.2 VOLUNTARY POOLING AGREEMENT THIS AGREEMENT is dated for reference the 27th day of July, 1998. BETWEEN: THE UNDERSIGNED SHAREHOLDERS OF TREN EXPLORATION INC. (TO BE RENAMED A LITTLE REMINDER (AM INC.) (collectively referred to as the "Shareholders" and individually as "Shareholder") OF THE FIRST PART AND: RUSSELL & DUMOULIN, Barristers & Solicitors of 2100 1075 West Georgia Street, Vancouver, B.C., V6E 3G2 (hereinafter called the "Trustee") OF THE SECOND PART. WHEREAS the Shareholders are desirous of placing in Pool the shares owned by them in Tren Exploration Inc., (the "Company"), being in respect of each of the Shareholders the number of shares set opposite its name in Schedule "A" to this Agreement, upon and subject to the terms and conditions hereinafter more particularly set out; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and in consideration of the sum of Ten Dollars ($10.00) now paid by the parties hereto, each to the other, (the receipt whereof is hereby acknowledged) and in further consideration of the mutual covenants and conditions hereinafter contained, the parties hereto agree as follows: 1. Definitions In this Agreement: (a) "Acknowledgment" means the acknowledgment and agreement to be bound in the form attached as Schedule "B" to this Agreement; (b) "Approval Date" shall mean the first day the shares of the Company are quoted on the NASDAQ Bulletin Board; (c) "Shares" means the Class A common shares of the Company set out in Schedule "A".

2. Release of Shares from Pool The Shareholders hereby severally agree each with the other and with the Trustee, that they will respectively deliver or cause to be delivered to the Trustee on or before the Approval Date certificates for their Shares in the Company as set out in the said Schedule "A" to be held by the Trustee and released, subject as hereinafter provided, pro rata on the following basis: (a) 20% of the Shares one year from the Approval Date;

2. Release of Shares from Pool The Shareholders hereby severally agree each with the other and with the Trustee, that they will respectively deliver or cause to be delivered to the Trustee on or before the Approval Date certificates for their Shares in the Company as set out in the said Schedule "A" to be held by the Trustee and released, subject as hereinafter provided, pro rata on the following basis: (a) 20% of the Shares one year from the Approval Date; (b) 20% of the Shares three (3) months following the first release of shares pursuant to section 2(a) hereof; (c) 20% of the Shares six (6) months following the first release of shares pursuant to section 2(a) hereof; (d) 20% of the Shares nine (9) months following the first release of shares pursuant to section 2(a) hereof; (e) 20% of the Shares twelve (12) months following the first release of shares pursuant to section 2(a) hereof. 3. Acknowledgment by Trustee Each of the Shareholders shall be entitled to a letter or receipt from the Trustee stating the number of Shares represented by certificates held for it by the Trustee subject to the terms of this Agreement, but such letter or receipt shall not be assignable. 4. Alterations of Capital The parties hereto agree that the provisions of this agreement relating to the Shares shall apply mutatis mutandis to any shares or securities into which the Shares may be converted, changed, reclassified, redivided, redesignated, subdivided or consolidated and to any shares or securities of the Company or of any successor or continuing company or corporation of the Company that may be received by the registered holder of the Shares on a reorganization, amalgamation, consolidation or merger, statutory or otherwise, including the release calculation which will be adjusted so that the proportion of the Shares available for release is unaffected by the alteration of the capital of the Company. 5. Transfer of Shares Within Pool No transfer of Shares by any Shareholder shall be effective and no application shall be made to the Company to register any such transfer until the proposed transferee enters into an agreement with the other parties hereto to the same effect as this Agreement. The Trustee shall not effect a transfer of the Shares within pool unless the Trustee has received a copy of an

Acknowledgment executed by the person to whom the Shares are to be transferred. Notwithstanding the execution of an Acknowledgment by such a person, the transferor shall not be released from its obligations under this Agreement unless it has transferred all of its Shares. 6. Dividends, Distributions and Voting of Shares The Shareholders will be entitled to receive all dividend payments and distributions of capital, if any, from the Shares while the Shares are subject to this Agreement, and may exercise all voting rights attached to the Shares. 7. Amendment of Agreement Schedule A to this agreement shall be amended upon: (a) a transfer of Shares pursuant to section 5, or (b) a release of Shares from pool pursuant to section 2,

Acknowledgment executed by the person to whom the Shares are to be transferred. Notwithstanding the execution of an Acknowledgment by such a person, the transferor shall not be released from its obligations under this Agreement unless it has transferred all of its Shares. 6. Dividends, Distributions and Voting of Shares The Shareholders will be entitled to receive all dividend payments and distributions of capital, if any, from the Shares while the Shares are subject to this Agreement, and may exercise all voting rights attached to the Shares. 7. Amendment of Agreement Schedule A to this agreement shall be amended upon: (a) a transfer of Shares pursuant to section 5, or (b) a release of Shares from pool pursuant to section 2, and the Trustee shall note the amendment on the Schedule A in its possession. 8. Indemnification of Trustee The parties hereto agree that in consideration of the Trustee agreeing to act as Trustee as aforesaid, the Undersigned do hereby covenant and agree from time to time and at all times hereinafter well and truly to save, defend, and keep harmless and fully indemnify the Trustee, its successors and assigns, from and against all loss, costs, charges, damages and expenses which the Trustee, its successors or assigns, may at any time or times hereafter bear, sustain, suffer or be put to for or by reason or on account of its acting as Trustee pursuant to this Agreement. 9. Trustee not Obliged to Defend Actions It is further agreed by and between the parties hereto, and without restricting the foregoing indemnity, that in case proceedings should hereafter be taken in any Court respecting the Shares hereby pooled, the Trustee shall not be obliged to defend any such action or submit its rights to the Court until it shall have been indemnified by other good and sufficient security in addition to the indemnity hereinbefore given against costs of such proceedings. 10. Resignation of Trustee (a) If the Trustee wishes to resign as Trustee in respect of the Shares, the Trustee shall give notice to the Shareholders;

(b) If the Shareholders wish the Trustee to resign as Trustee in respect of the Shares, the Shareholders shall give notice to the Trustee; (c) A notice referred to in subsection (a) or (b) hereof shall be in writing and delivered to the Shareholders or the Trustee at their respective addresses set out on the first page or Schedule A of this agreement, and the notice shall be deemed to have been received on the date of delivery. The Shareholders or the Trustee may change their address for notice by giving notice to the other party in accordance with this agreement; (d) The resignation of the Trustee shall be effective and the Trustee shall cease to be bound by this agreement on the date that is 30 days after the date of receipt of the notice referred to in subsection (a) or (b) hereof or on such other date as the Trustee and the Shareholders may agree upon. 11. Further Assurances The parties hereto shall execute and deliver any further documents and perform any acts necessary to carry out the intent of this agreement.

(b) If the Shareholders wish the Trustee to resign as Trustee in respect of the Shares, the Shareholders shall give notice to the Trustee; (c) A notice referred to in subsection (a) or (b) hereof shall be in writing and delivered to the Shareholders or the Trustee at their respective addresses set out on the first page or Schedule A of this agreement, and the notice shall be deemed to have been received on the date of delivery. The Shareholders or the Trustee may change their address for notice by giving notice to the other party in accordance with this agreement; (d) The resignation of the Trustee shall be effective and the Trustee shall cease to be bound by this agreement on the date that is 30 days after the date of receipt of the notice referred to in subsection (a) or (b) hereof or on such other date as the Trustee and the Shareholders may agree upon. 11. Further Assurances The parties hereto shall execute and deliver any further documents and perform any acts necessary to carry out the intent of this agreement. 12. Time Time is of the essence of this agreement. 13. Governing Laws This agreement shall be construed in accordance with and bound by the laws of British Columbia and the laws of Canada applicable in British Columbia. 14. Enurement This Agreement shall enure to the benefit of and be binding upon the parties hereto and each of their heirs, executors, administrators, successors and permitted assigns. 15. Execution in Counterpart This Agreement may be executed in several parts in the same form and such part as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement.

IN WITNESS WHEREOF the Undersigned and the Trustee have executed these presents as and from the day and year first above written. 706166 Alberta Ltd.
Per: /s/ illegible signature Authorized Signatory

745797 Alberta Ltd.
Per: /s/ illegible signature Authorized Signatory

Russell & DuMoulin
Per: /s/ illegible signature Authorized Signatory

IN WITNESS WHEREOF the Undersigned and the Trustee have executed these presents as and from the day and year first above written. 706166 Alberta Ltd.
Per: /s/ illegible signature Authorized Signatory

745797 Alberta Ltd.
Per: /s/ illegible signature Authorized Signatory

Russell & DuMoulin
Per: /s/ illegible signature Authorized Signatory

SCHEDULE "A" to a Voluntary Pooling Agreement dated the 27th
day of July, 1998 Number of Class "A" Common Shares held 12,000,000

Name of Shareholder 706166 Alberta Ltd. Name (please print) c/o 2600 Manulife Place 10180 - 101 Street Edmonton, Alberta T5J 3Y2 Address 745797 Alberta Ltd. Name (please print) c/o 2600 Manulife Place 10180 - 101 Street Edmonton, Alberta T5J 3Y2 Address

8,000,000

SCHEDULE "B" ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND To: Russell & DuMoulin 2100 - 1075 West Georgia Street Vancouver, B. C. V6E 3G2 I acknowledge that (a) I have entered into an agreement with _______________ under which _____________ shares of ______________ (the "Shares") will be transferred to me upon receipt of regulatory approval, if applicable, and

SCHEDULE "B" ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND To: Russell & DuMoulin 2100 - 1075 West Georgia Street Vancouver, B. C. V6E 3G2 I acknowledge that (a) I have entered into an agreement with _______________ under which _____________ shares of ______________ (the "Shares") will be transferred to me upon receipt of regulatory approval, if applicable, and (b) the Shares are held in pool subject to a Voluntary Pooling Agreement dated for reference _________________ 19____ (the "Pooling Agreement"), a copy of which is attached as Schedule A to this acknowledgment. In consideration of $1.00 and other good and valuable consideration (the receipt and sufficiency of which is acknowledged) I agree, effective upon receipt of regulatory approval of the transfer to me of the Shares, if applicable, to be bound by the Pooling Agreement in respect of the Shares as if I were an original signatory to the Pooling Agreement. Dated at _____________________, this _____ day of ___________, 19____. Where the transferee is an individual:
SIGNED, SEALED & DELIVERED by ______________________ in the presence of: ) ) ) ) ) ) ) ) ) ) ) ) )

______________________________ Witness

_________________________ [transferee]

______________________________ Name ______________________________ Address

EXHIBIT 99.3 AMENDED POOLING AGREEMENT THIS AGREEMENT is dated for reference the 17th day of February, 1999. BETWEEN: THE UNDERSIGNED SHAREHOLDERS OF A LITTLE REMINDER (ALR) INC. (FORMERLY TREN EXPLORATION INC.) (collectively referred to as the "Shareholders" and individually as "Shareholder") OF THE FIRST PART AND:

EXHIBIT 99.3 AMENDED POOLING AGREEMENT THIS AGREEMENT is dated for reference the 17th day of February, 1999. BETWEEN: THE UNDERSIGNED SHAREHOLDERS OF A LITTLE REMINDER (ALR) INC. (FORMERLY TREN EXPLORATION INC.) (collectively referred to as the "Shareholders" and individually as "Shareholder") OF THE FIRST PART AND: A LITTLE REMINDER INC., a company continued under the laws of the State of Wyoming and having an office at 2050 650 West Georgia Street, Vancouver, B.C., V6B 4N7 (the "Company") OF THE SECOND PART AND: RUSSELL & DUMOULIN, Barristers & Solicitors of 2100 1075 West Georgia Street, Vancouver, B.C., V6E 3G2 (hereinafter called the "Trustee") OF THE THIRD PART WHEREAS the Shareholders own an aggregate of 20,000,000 Class "A" Common shares (the "Shares") in the capital of A Little Reminder (ALR) Inc. (the "Company") in the amounts set out opposite their names in Schedule "A" attached to this Agreement; AND WHEREAS the Shareholders are all parties to a Voluntary Pooling Agreement dated July 27, 1998 (the "Original Pooling Agreement"), a copy of which is attached as Schedule "B" to this Agreement, and pursuant to which the Trustee holds the Shares in Pool;

AND WHEREAS the parties wish to terminate and replace the Original Pooling Agreement upon the terms and conditions set out herein; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and in consideration of the sum of Ten Dollars ($10.00) now paid by the parties hereto, each to the other, (the receipt whereof is hereby acknowledged) and in further consideration of the mutual covenants and conditions hereinafter contained, the parties hereto agree as follows: 1. Definitions (a) "Acknowledgment" means the acknowledgment and agreement to be bound in the form attached as Schedule "C" to this Agreement; (b) "ALRT Shares" means the 8,000,000 common shares in the capital of ALR Technologies Inc. to be issued to the Released Shareholders upon completion of an offer to purchase all of the issued and outstanding Class A

AND WHEREAS the parties wish to terminate and replace the Original Pooling Agreement upon the terms and conditions set out herein; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and in consideration of the sum of Ten Dollars ($10.00) now paid by the parties hereto, each to the other, (the receipt whereof is hereby acknowledged) and in further consideration of the mutual covenants and conditions hereinafter contained, the parties hereto agree as follows: 1. Definitions (a) "Acknowledgment" means the acknowledgment and agreement to be bound in the form attached as Schedule "C" to this Agreement; (b) "ALRT Shares" means the 8,000,000 common shares in the capital of ALR Technologies Inc. to be issued to the Released Shareholders upon completion of an offer to purchase all of the issued and outstanding Class A Common Shares of the Company; (c) "Approval Date" shall mean the first day the shares of the Company are quoted on the OTC Bulletin Board or, in the event the shares of the Company are exchanged, pursuant to an offer to purchase, for shares of a company, already quoted on the OTC Bulletin Board, then the termination date of such offer to purchase; (d) "Early Release Shares" means 2,000,000 of the ALRT Shares to be held by the Remaining Shareholders in accordance with Schedule "D" attached to this Agreement; (e) "Cancellation Shares" means 6,000,000 of the ALRT Shares to be surrendered for cancellation to ALRT by the Released Shareholders in accordance with Schedule "D" attached to this Agreement; (f) "Remaining Shareholders" means those Shareholders who are not Released Shareholders; (g) "Remaining Shares" means, the 12, 000,000 Shares which are not Released Shares; (h) "Shareholders" means those holders of 20,000,000 Class A common shares of the Company as set out in Schedule "A";

(i) "Shares" means the 20,000,000 Class A common shares of the Company as set out in Schedule "A" comprised of the Released Shares and the Remaining Shares; (j) "Released Shareholders" means those Shareholders who are the registered and beneficial owners of the 8,000,000 Released Shares in the amounts set out opposite their names in Section 4 hereof; and (k) "Released Shares" means the 8,000,000 Shares owned by the Released Shareholders as described in Section 4 hereof. 2. Termination of Original Pooling Agreement The parties hereto hereby confirm, and agree that the Original Pooling Agreement shall cease and determine and be of no further force and effect, effective as of the date hereof. 3. Placement of Shares in Pool The Shareholders hereby jointly and severally agree each with the other and with the Trustee that the Trustee shall continue to hold certificates for their Shares in the Company as set out in the said Schedule "A" to be held by the Trustee on the terms contained herein. 4. Released Shareholders and Released Shares subject to Pool

(i) "Shares" means the 20,000,000 Class A common shares of the Company as set out in Schedule "A" comprised of the Released Shares and the Remaining Shares; (j) "Released Shareholders" means those Shareholders who are the registered and beneficial owners of the 8,000,000 Released Shares in the amounts set out opposite their names in Section 4 hereof; and (k) "Released Shares" means the 8,000,000 Shares owned by the Released Shareholders as described in Section 4 hereof. 2. Termination of Original Pooling Agreement The parties hereto hereby confirm, and agree that the Original Pooling Agreement shall cease and determine and be of no further force and effect, effective as of the date hereof. 3. Placement of Shares in Pool The Shareholders hereby jointly and severally agree each with the other and with the Trustee that the Trustee shall continue to hold certificates for their Shares in the Company as set out in the said Schedule "A" to be held by the Trustee on the terms contained herein. 4. Released Shareholders and Released Shares subject to Pool In the event the conditions as set out in Section 5 hereof have been fulfilled, the Released Shares owned by the Released Shareholders as set out in the table below shall be released from Pool and returned to such Released Shareholder in accordance with Section 6 hereof:
Released Shareholder 706166 Alberta Ltd. 745797 Alberta Ltd. Dean Drever Sandra Ross TOTAL 5. Conditions Number of Released Shares 3,400,000 3,100,000 750,000 750,000 8,000,000 =========

In the event the following conditions have been fulfilled, the Released Shares shall be held by the Trustee and released from Pool to the Released Shareholders in accordance with Section 6 hereof:

(a) pursuant to an offer to purchase (the "Offer") by ALR Technologies Inc. ("ALRT"), the Released Shareholders shall have received an aggregate of 8,000,000 common shares in the capital stock of ALRT (the "ALRT Shares") in exchange for submitting their 8,000,000 Released Shares under such Offer; and (b) the Released Shareholders shall have agreed for nominal. consideration to surrender for cancellation to ALRT an aggregate of 6,000,000 of the ALRT Shares obtained by the Released Shareholders under the Offer (the "Cancellation Shares"), leaving the Released Shareholders with an aggregate of 2,000,000 ALRT Shares (the "Early Release Shares") in the numbers set out opposite their names in Schedule "D" attached hereto. 6. Release of Early Release Shares In the event the conditions set out in Section 5 hereof are fulfilled, the Early Release Shares will be released from Pool and returned to the Released Shareholders, pro rata, on the following basis: (a) 20% of the Early Release Shares on July 1, 1999; (b) 20% of the Early Release Shares three (3) months following the first release of shares pursuant to subsection

(a) pursuant to an offer to purchase (the "Offer") by ALR Technologies Inc. ("ALRT"), the Released Shareholders shall have received an aggregate of 8,000,000 common shares in the capital stock of ALRT (the "ALRT Shares") in exchange for submitting their 8,000,000 Released Shares under such Offer; and (b) the Released Shareholders shall have agreed for nominal. consideration to surrender for cancellation to ALRT an aggregate of 6,000,000 of the ALRT Shares obtained by the Released Shareholders under the Offer (the "Cancellation Shares"), leaving the Released Shareholders with an aggregate of 2,000,000 ALRT Shares (the "Early Release Shares") in the numbers set out opposite their names in Schedule "D" attached hereto. 6. Release of Early Release Shares In the event the conditions set out in Section 5 hereof are fulfilled, the Early Release Shares will be released from Pool and returned to the Released Shareholders, pro rata, on the following basis: (a) 20% of the Early Release Shares on July 1, 1999; (b) 20% of the Early Release Shares three (3) months following the first release of shares pursuant to subsection (a) hereof; (c) 20% of the Early Release Shares six (6) months following the first release of shares pursuant to subsection (a) hereof; (d) 20% of the Early Release Shares nine (9) months following the first release of shares pursuant to subsection (a) hereof; and (e) 20% of the ALRT Shares twelve (12) months following the first release of shares pursuant to subsection (a) hereof. 7. Release of Cancellation Shares In the event the conditions in section 5 hereof have been fulfilled then the 6,000,000 Cancellation Shares shall be released from Pool and surrendered by the Released Shareholders to ALRT for cancellation in the numbers set out opposite their names in Schedule "D" attached to this Agreement.

8. Release of Remaining Shares from Pool In the event the conditions in Section 5 hereof have been fulfilled, then the Remaining Shares shall be released from Pool and returned to the Remaining Shareholders or, in the event the conditions in Section 5 hereof have not been fulfilled, then all of the Shares shall be released from Pool and returned to the Shareholders, subject to the terms. of this Agreement, pro rata, on the following basis: (a) 20% of the Remaining Shares, or Shares as the case may be, one year from the Approval Date; (b) 20% of the Remaining Shares, or Shares as the case may be, three (3) months following the first release of shares pursuant to section 6(a) hereof; (c) 20% of the Remaining Shares, or Shares as the case may be, six (6) months following the first release of shares pursuant to section 6(a) hereof; (d) 20 % of the Remaining Shares, or Shares as the case may be nine (9) months following the first release of shares pursuant to section 6(a) hereof; (e) 20% of the Remaining Shares, or Shares as the case may be, twelve (12) months following the first release of shares pursuant to section 6(a) hereof. 9. Alterations of Capital

8. Release of Remaining Shares from Pool In the event the conditions in Section 5 hereof have been fulfilled, then the Remaining Shares shall be released from Pool and returned to the Remaining Shareholders or, in the event the conditions in Section 5 hereof have not been fulfilled, then all of the Shares shall be released from Pool and returned to the Shareholders, subject to the terms. of this Agreement, pro rata, on the following basis: (a) 20% of the Remaining Shares, or Shares as the case may be, one year from the Approval Date; (b) 20% of the Remaining Shares, or Shares as the case may be, three (3) months following the first release of shares pursuant to section 6(a) hereof; (c) 20% of the Remaining Shares, or Shares as the case may be, six (6) months following the first release of shares pursuant to section 6(a) hereof; (d) 20 % of the Remaining Shares, or Shares as the case may be nine (9) months following the first release of shares pursuant to section 6(a) hereof; (e) 20% of the Remaining Shares, or Shares as the case may be, twelve (12) months following the first release of shares pursuant to section 6(a) hereof. 9. Alterations of Capital The parties hereto agree that the provisions of this agreement relating to the Shares shall apply mutatis mutandis to any shares or securities into which such shares may be converted, changed, reclassified, redivided, redesignated, subdivided or consolidated and to any shares or securities of the Company or of any successor or continuing company or corporation of the Company that may be received by the registered holder of the Shares on a reorganization, amalgamation, consolidation or merger, statutory or otherwise, including the release calculation which will be adjusted so that the proportion of the Shares available for release is unaffected by the alteration of the capital of the Company.

10. Transfer of Shares Within Pool No transfer of Shares by any Shareholder shall be effective and no application shalt be made to the Company to register any such transfer until the proposed transferee enters into an agreement with the other parties hereto to the same effect as this Agreement. The Trustee shall not effect a transfer of the Shares within pool unless the Trustee has received a copy of an Acknowledgment in the form attached hereto as Schedule C executed by the person to whom the Shares are to be transferred. Notwithstanding the execution of an Acknowledgment by such a person, the transferor shall not be released from its obligations under this Agreement unless it has transferred all of its Shares. 11. Dividends, Distributions and Voting of Shares The Shareholders will be entitled to receive all dividend payments and distributions of capital, if any, from the Shares while the Shares are subject to this Agreement, and may exercise all voting rights attached to the Shares. 12. Amendment of Agreement Schedule A to this Agreement shall be amended upon a transfer of Shares pursuant to section 10, and the Trustee shall note the amendment on the Schedule A in its possession. 13. Scope of Trustee's Duties and Indemnification ion of Trustee In exercising its duties and obligations as set forth in this Agreement, the Trustee will act in good faith and with impartiality towards each of the Company and the Shareholders.

10. Transfer of Shares Within Pool No transfer of Shares by any Shareholder shall be effective and no application shalt be made to the Company to register any such transfer until the proposed transferee enters into an agreement with the other parties hereto to the same effect as this Agreement. The Trustee shall not effect a transfer of the Shares within pool unless the Trustee has received a copy of an Acknowledgment in the form attached hereto as Schedule C executed by the person to whom the Shares are to be transferred. Notwithstanding the execution of an Acknowledgment by such a person, the transferor shall not be released from its obligations under this Agreement unless it has transferred all of its Shares. 11. Dividends, Distributions and Voting of Shares The Shareholders will be entitled to receive all dividend payments and distributions of capital, if any, from the Shares while the Shares are subject to this Agreement, and may exercise all voting rights attached to the Shares. 12. Amendment of Agreement Schedule A to this Agreement shall be amended upon a transfer of Shares pursuant to section 10, and the Trustee shall note the amendment on the Schedule A in its possession. 13. Scope of Trustee's Duties and Indemnification ion of Trustee In exercising its duties and obligations as set forth in this Agreement, the Trustee will act in good faith and with impartiality towards each of the Company and the Shareholders. The Trustee will have no duties or obligations in respect of the Shares other than those specifically set forth herein. The Trustee will not be bound in any way by any other contract or agreement between the parties hereto (except to the extent that the Trustee will consider the terms of the Share Exchange Agreement) whether or not the Trustee has knowledge thereof or of its terms and conditions and the Trustee's only duty, liability and responsibility shall be to hold and deal with the Shares in accordance with this Agreement. The Trustee will be entitled, unless it has knowledge to the contrary, to assume that any notice and evidence received pursuant to these instructions from either the Company or the Shareholders has been duly executed by the party by whom it purports to have been signed and the Trustee will not be obligated to enquire into the sufficiency or authority of any signatures

appearing on such notice or evidence. In the event that the Trustee is given written notice of any disagreement between the Company and the Shareholders resulting in adverse claims or demands being made in connection with the Shares or a disagreement as to the Shares to be released by the Trustee, the Trustee will not release the Shares until (a) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction; or (b) the Company and the Shareholders give the Trustee written notice as to their agreement as to the release of the Shares. In the event that the Trustee is given notice of any disagreement between the Company and the Shareholders resulting in adverse claims or demand being made in connection with the Shares or a disagreement as to the Shares to be released by the Trustee, the Trustee may, at its discretion, interplead the Shares by delivering the Shares to a court of competent jurisdiction. The Company will pay the Trustee on the basis of the Trustee's hourly rates for legal services, plus taxes and disbursements, for the performance of the Trustee's duties pursuant to this Agreement. The Company and the Shareholders, jointly and severally, release, indemnify and save harmless the Trustee from all costs, charges, claims, demands, damages, losses and expenses resulting from the Trustee's compliance in good faith with this agreement,

appearing on such notice or evidence. In the event that the Trustee is given written notice of any disagreement between the Company and the Shareholders resulting in adverse claims or demands being made in connection with the Shares or a disagreement as to the Shares to be released by the Trustee, the Trustee will not release the Shares until (a) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction; or (b) the Company and the Shareholders give the Trustee written notice as to their agreement as to the release of the Shares. In the event that the Trustee is given notice of any disagreement between the Company and the Shareholders resulting in adverse claims or demand being made in connection with the Shares or a disagreement as to the Shares to be released by the Trustee, the Trustee may, at its discretion, interplead the Shares by delivering the Shares to a court of competent jurisdiction. The Company will pay the Trustee on the basis of the Trustee's hourly rates for legal services, plus taxes and disbursements, for the performance of the Trustee's duties pursuant to this Agreement. The Company and the Shareholders, jointly and severally, release, indemnify and save harmless the Trustee from all costs, charges, claims, demands, damages, losses and expenses resulting from the Trustee's compliance in good faith with this agreement, 14. Trustee not Obliged to Defend Actions It is further agreed by and between the parties hereto, and without restricting the foregoing indemnity, that in case proceedings should hereafter be taken in any Court respecting the Shares hereby pooled, the Trustee shall not be obliged to defend any such action or submit its rights to the Court until it shall have been indemnified by other good and sufficient security in addition to the indemnity hereinbefore given against costs of such proceedings. 15. Resignation of Trustee If the Trustee wishes to resign as Trustee in respect of the Shares, the Trustee shall give notice to the Shareholders;

If the Shareholders wish the Trustee to resign as Trustee in respect of the Shares, the Shareholders shall give notice to the Trustee; A notice referred to in subsection (a) or (b) hereof shall be in writing and delivered to the Shareholders or the Trustee at their respective addresses set out on the first page or Schedule A of this agreement, and the notice shall be deemed to have been received on the date of delivery. The Shareholders or the Trustee may change their address for notice by giving notice to the other party in accordance with this agreement; The resignation of the Trustee shall be effective and the Trustee shall cease to be bound by this agreement on the date that is 30 days after the date of receipt of the notice referred to in subsection (a) or (b) hereof or on such other date as the Trustee and the Shareholders may agree Upon. 16. Further Assurances The parties hereto shall execute and deliver any further documents and perform any acts necessary to carry out the intent of this agreement. 17. Time Time is of the essence of this agreement. 18. Governing Laws

If the Shareholders wish the Trustee to resign as Trustee in respect of the Shares, the Shareholders shall give notice to the Trustee; A notice referred to in subsection (a) or (b) hereof shall be in writing and delivered to the Shareholders or the Trustee at their respective addresses set out on the first page or Schedule A of this agreement, and the notice shall be deemed to have been received on the date of delivery. The Shareholders or the Trustee may change their address for notice by giving notice to the other party in accordance with this agreement; The resignation of the Trustee shall be effective and the Trustee shall cease to be bound by this agreement on the date that is 30 days after the date of receipt of the notice referred to in subsection (a) or (b) hereof or on such other date as the Trustee and the Shareholders may agree Upon. 16. Further Assurances The parties hereto shall execute and deliver any further documents and perform any acts necessary to carry out the intent of this agreement. 17. Time Time is of the essence of this agreement. 18. Governing Laws This agreement shall be construed in accordance with and bound by the laws of British Columbia and the laws of Canada applicable in British Columbia. 19. Enurement This Agreement shall enure to the benefit of and be binding upon the parties hereto and each of their heirs, executors, administrators, successors and permitted assigns.

20. Execution in Counterpart and by Facsimile This Agreement may be executed in several parts in the same form, and by facsimile, and such part as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement, IN WITNESS WHEREOF the Undersigned and the Trustee have executed these presents as and from the day and year first above written. A Little Reminder (ALR) Inc.
Per: /s/ illegible signature Authorized Signatory Russell & DuMoulin Per: /s/ illegible signature Authorized Signatory

EXHIBIT 99.4 ALR Technologies Inc.

20. Execution in Counterpart and by Facsimile This Agreement may be executed in several parts in the same form, and by facsimile, and such part as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement, IN WITNESS WHEREOF the Undersigned and the Trustee have executed these presents as and from the day and year first above written. A Little Reminder (ALR) Inc.
Per: /s/ illegible signature Authorized Signatory Russell & DuMoulin Per: /s/ illegible signature Authorized Signatory

EXHIBIT 99.4 ALR Technologies Inc. 1940-400 Burrard St., Vancouver, B.C., Canada, V6C 3A6 Tel: (604) 618-3400 Fax: (604) 669-7678 February 17, 1999 Those Persons Set Forth in Schedule "A" Hereto c/o Timely Devices Inc. 201, 10323 - 178 Street Edmonton AB T5S IR5 Dear Sirs/Mesdames: The undersigned (the "Offeror") understands that the persons set forth in Schedule "A" hereto are the registered and beneficial owners of an aggregate of 8,000,000 Class A common shares (the "Subject Shares") of A Little Reminder (ALR) Inc. (the "Corporation"). The persons set forth in Schedule "A" are hereinafter collectively referred to as the "Shareholders". I THE OFFER 1.1 The Offeror is prepared to make, and following the execution of this letter agreement by all of the Shareholders, will make a take-over bid (the "Offer") for all of the issued and outstanding Class A common shares (the "Common Shares") of the Corporation on the terms and conditions herein set forth. 1.2 The Offer shall consist of an offer to purchase all of the issued and outstanding Common Shares in exchange for an equal number of common shares of the Offeror (the "Offered Shares") made by way of a take-over bid and take-over bid circular prepared in accordance with the requirements of the Securities Act (British Columbia) and all other applicable securities legislation and the regulations thereunder. 1.3 The Offer shall expire no later than the 21st day following the mailing thereof, unless extended by the Offeror. 1.4 The Offeror shall have the right to vary the Offer in such manner as the Offeror considers necessary or desirable and is not inconsistent with any of the provisions of this Agreement or applicable securities legislation and the regulations thereunder.

EXHIBIT 99.4 ALR Technologies Inc. 1940-400 Burrard St., Vancouver, B.C., Canada, V6C 3A6 Tel: (604) 618-3400 Fax: (604) 669-7678 February 17, 1999 Those Persons Set Forth in Schedule "A" Hereto c/o Timely Devices Inc. 201, 10323 - 178 Street Edmonton AB T5S IR5 Dear Sirs/Mesdames: The undersigned (the "Offeror") understands that the persons set forth in Schedule "A" hereto are the registered and beneficial owners of an aggregate of 8,000,000 Class A common shares (the "Subject Shares") of A Little Reminder (ALR) Inc. (the "Corporation"). The persons set forth in Schedule "A" are hereinafter collectively referred to as the "Shareholders". I THE OFFER 1.1 The Offeror is prepared to make, and following the execution of this letter agreement by all of the Shareholders, will make a take-over bid (the "Offer") for all of the issued and outstanding Class A common shares (the "Common Shares") of the Corporation on the terms and conditions herein set forth. 1.2 The Offer shall consist of an offer to purchase all of the issued and outstanding Common Shares in exchange for an equal number of common shares of the Offeror (the "Offered Shares") made by way of a take-over bid and take-over bid circular prepared in accordance with the requirements of the Securities Act (British Columbia) and all other applicable securities legislation and the regulations thereunder. 1.3 The Offer shall expire no later than the 21st day following the mailing thereof, unless extended by the Offeror. 1.4 The Offeror shall have the right to vary the Offer in such manner as the Offeror considers necessary or desirable and is not inconsistent with any of the provisions of this Agreement or applicable securities legislation and the regulations thereunder.

2 AGREEMENT TO TENDER 2.1 Subject to the terms and conditions hereof, each Shareholder as set forth in Schedule "A" hereby severally and irrevocably agrees to deposit the Common Shares beneficially owned or controlled by such Shareholder under the Offer not later than the 10th day after the date on which the Offer is made and, notwithstanding the rights granted to such Shareholder by applicable securities legislation or the terms of the Offer, further irrevocably agrees that thereafter such Shareholder will not withdraw any of the Common Shares deposited by such Shareholder under the Offer until the earliest of (a) the first day on which withdrawal rights are available to such Shareholder under applicable securities legislation after the making of any amendment or variation of the Offer the result or effect of which is to decrease the number of Common Shares sought; (b) the date on which the Offer expires or is terminated without the Offeror taking up and paying for the Subject Shares deposited under the Offer; and (c) the date on which this agreement is terminated pursuant to Article 6 hereof.

2 AGREEMENT TO TENDER 2.1 Subject to the terms and conditions hereof, each Shareholder as set forth in Schedule "A" hereby severally and irrevocably agrees to deposit the Common Shares beneficially owned or controlled by such Shareholder under the Offer not later than the 10th day after the date on which the Offer is made and, notwithstanding the rights granted to such Shareholder by applicable securities legislation or the terms of the Offer, further irrevocably agrees that thereafter such Shareholder will not withdraw any of the Common Shares deposited by such Shareholder under the Offer until the earliest of (a) the first day on which withdrawal rights are available to such Shareholder under applicable securities legislation after the making of any amendment or variation of the Offer the result or effect of which is to decrease the number of Common Shares sought; (b) the date on which the Offer expires or is terminated without the Offeror taking up and paying for the Subject Shares deposited under the Offer; and (c) the date on which this agreement is terminated pursuant to Article 6 hereof. 2.2 Each Shareholder as set forth in Schedule "A" hereby severally and irrevocably agrees immediately upon the conditions set out in this section being met, to surrender for cancellation to the Offeror, for nominal consideration, that number of Offered Shares set opposite their name in Schedule "B" attached hereto, such surrender and cancellation being subject to the following conditions: (a) that each of 706166 Alberta Ltd. and 745797 Alberta Ltd. (the "Altaco's") shall have received payment in full for the sale of an aggregate of 5,000,000 Common Shares pursuant to share purchase agreements dated December 8, 1998 entered into by the Altaco's and various purchasers; and (b) all parties to the Pooling Agreement dated July 27, 1998 (the "Pooling Agreement") agreeing to terminate and replace the Pooling Agreement with an Amended Pooling Agreement in substantially the form attached hereto as Schedule "C".

3 OBLIGATION TO ACCEPT AND TAKE UP THE SUBJECT SHARES 3.1 Upon the terms and subject to the conditions of the Offer, the Offeror will accept and take up, all Common Shares of the Corporation deposited and not withdrawn under the Offer promptly after the expiry thereof, and in any event within the time period prescribed by applicable securities laws. The Offeror may not extend the Offer, where all the terms and conditions thereof have been complied with, except those waived by the Offeror, unless the Offeror first takes up all Common Shares deposited thereunder and not withdrawn. 3.2 Upon completion of the Offer and upon the obligations of the Shareholders contained in section 2 hereof having been fulfilled, the Offeror hereby agrees to assume any and all past, present or future debts and liabilities of the Corporation and its subsidiary, Timely Devices Inc. 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SHAREHOLDERS 4.1 Each Shareholder severally represents and warrants to the Offeror, and acknowledges that the Offeror is relying upon such representations and warranties in entering into this Agreement that: (a) such Shareholder has good and sufficient power, authority and right to enter into this agreement and to complete the transaction contemplated hereby; (b) assuming the due execution and delivery of this agreement by the Offeror, upon the execution and delivery hereof by such Shareholder, this agreement shall be a legal, valid and binding obligation of such Shareholder enforceable by the Offeror against such Shareholder of the transactions contemplated hereby and will not constitute a violation of or default under, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to which such Shareholder is a party or by which such Shareholder is

3 OBLIGATION TO ACCEPT AND TAKE UP THE SUBJECT SHARES 3.1 Upon the terms and subject to the conditions of the Offer, the Offeror will accept and take up, all Common Shares of the Corporation deposited and not withdrawn under the Offer promptly after the expiry thereof, and in any event within the time period prescribed by applicable securities laws. The Offeror may not extend the Offer, where all the terms and conditions thereof have been complied with, except those waived by the Offeror, unless the Offeror first takes up all Common Shares deposited thereunder and not withdrawn. 3.2 Upon completion of the Offer and upon the obligations of the Shareholders contained in section 2 hereof having been fulfilled, the Offeror hereby agrees to assume any and all past, present or future debts and liabilities of the Corporation and its subsidiary, Timely Devices Inc. 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SHAREHOLDERS 4.1 Each Shareholder severally represents and warrants to the Offeror, and acknowledges that the Offeror is relying upon such representations and warranties in entering into this Agreement that: (a) such Shareholder has good and sufficient power, authority and right to enter into this agreement and to complete the transaction contemplated hereby; (b) assuming the due execution and delivery of this agreement by the Offeror, upon the execution and delivery hereof by such Shareholder, this agreement shall be a legal, valid and binding obligation of such Shareholder enforceable by the Offeror against such Shareholder of the transactions contemplated hereby and will not constitute a violation of or default under, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to which such Shareholder is a party or by which such Shareholder is bound;

(c) such Shareholder is the beneficial owner of the number of Common Shares indicated in Schedule "A" attached hereto and such Common Shares represent all of the Common Shares beneficially owned or over which control or direction is exercised by such Shareholder free and clear of all liens, charges, encumbrances, security interests and other rights of others whatsoever and has good and sufficient power, authority and right to transfer or cause to be transferred the legal and beneficial title to such Common Shares to the Offeror with good and marketable title thereto, subject to the terms of the Pooling Agreement pursuant to which each Shareholder has agreed to deposit their Common Shares with Russell & DuMoulin; (d) such Shareholder has no knowledge of any material change (as such term is defined in the Securities Act (British Columbia)) in the affairs of the Corporation and its subsidiaries that has not been generally disclosed; and (e) the foregoing representations and warranties will be true, correct and complete on the date on which the Offer is made and on the date on which the Offeror purchases the Common Shares, 4.2 Each Shareholder severally covenants and agrees with the Offeror that after the date hereof such Shareholder will use its best efforts to cause its representatives and advisors not to, directly or indirectly: (a) solicit, initiate, invite, encourage or continue any inquiries or proposals from, or negotiations with, any person, company or other entity other than the Offeror or any of its affiliates relating to the purchase of Common Shares, any amalgamation, merger or other form of business combination involving the Corporation or any of its subsidiaries, any sale, lease, exchange or transfer of all or a substantial portion of the assets of the Corporation or any of its subsidiaries, or any take-over bid, reorganization, recapitalization, liquidation or winding-up of or other business combination or other transaction involving the Corporation or any of its subsidiaries with any person other than the Offeror or any of its affiliates (a "Proposed Transaction");

(b) enter into any agreement, discussion or negotiations with any person, company or other entity other than the Offeror or any of its affiliates with respect to a Proposed Transaction or potential Proposed Transaction;

(c) such Shareholder is the beneficial owner of the number of Common Shares indicated in Schedule "A" attached hereto and such Common Shares represent all of the Common Shares beneficially owned or over which control or direction is exercised by such Shareholder free and clear of all liens, charges, encumbrances, security interests and other rights of others whatsoever and has good and sufficient power, authority and right to transfer or cause to be transferred the legal and beneficial title to such Common Shares to the Offeror with good and marketable title thereto, subject to the terms of the Pooling Agreement pursuant to which each Shareholder has agreed to deposit their Common Shares with Russell & DuMoulin; (d) such Shareholder has no knowledge of any material change (as such term is defined in the Securities Act (British Columbia)) in the affairs of the Corporation and its subsidiaries that has not been generally disclosed; and (e) the foregoing representations and warranties will be true, correct and complete on the date on which the Offer is made and on the date on which the Offeror purchases the Common Shares, 4.2 Each Shareholder severally covenants and agrees with the Offeror that after the date hereof such Shareholder will use its best efforts to cause its representatives and advisors not to, directly or indirectly: (a) solicit, initiate, invite, encourage or continue any inquiries or proposals from, or negotiations with, any person, company or other entity other than the Offeror or any of its affiliates relating to the purchase of Common Shares, any amalgamation, merger or other form of business combination involving the Corporation or any of its subsidiaries, any sale, lease, exchange or transfer of all or a substantial portion of the assets of the Corporation or any of its subsidiaries, or any take-over bid, reorganization, recapitalization, liquidation or winding-up of or other business combination or other transaction involving the Corporation or any of its subsidiaries with any person other than the Offeror or any of its affiliates (a "Proposed Transaction");

(b) enter into any agreement, discussion or negotiations with any person, company or other entity other than the Offeror or any of its affiliates with respect to a Proposed Transaction or potential Proposed Transaction; (c) furnish or cause to be furnished any non-public information concerning the business, results of operations, assets, liabilities, prospects, financial condition or affairs of the Corporation or any of its subsidiaries to any person, company or other entity other than the Offeror and its representatives, other than as disclosed prior to the date hereof; or (d) take any action that might reasonably be expected to reduce the likelihood of success of the Offer. The Shareholders will notify the Offeror promptly if any such discussions or negotiations are sought or if any proposal in respect of a Proposed Transaction is received, being considered or indicated to be forthcoming. 4.3 Each Shareholder severally covenants and agrees with the Offeror, so long as such Shareholder is not entitled to withdraw the Common Shares owned by such Shareholder form the Offer, to exercise all voting rights attached to the Common Shares owned by such Shareholder to vote against any resolution to be considered by the, shareholders of the Corporation that, if approved, could reasonably be considered to reduce the likelihood of success of the Offer. 4.4 Each Shareholder severally covenants and agrees with the Offeror that, so long as such Shareholder is not entitled to withdraw the Common Shares owned by such Shareholder from the offer, such Shareholder will exercise the voting rights attached to his Common Shares and use his reasonable endeavours to cause the Corporation and its subsidiaries to carry on their respective businesses in the regular and ordinary course consistent with past practice and not to take or make any of the actions or proposals referred to in subsection (d) of section 1.3 hereof. 5 REPRESENTATIONS AND WARRANTIES OF THE OFFEROR 5.1 The Offeror represents and warrants to each Shareholder, and acknowledges that each Shareholder is relying upon such representations and warranties in entering into this agreement, that:

(b) enter into any agreement, discussion or negotiations with any person, company or other entity other than the Offeror or any of its affiliates with respect to a Proposed Transaction or potential Proposed Transaction; (c) furnish or cause to be furnished any non-public information concerning the business, results of operations, assets, liabilities, prospects, financial condition or affairs of the Corporation or any of its subsidiaries to any person, company or other entity other than the Offeror and its representatives, other than as disclosed prior to the date hereof; or (d) take any action that might reasonably be expected to reduce the likelihood of success of the Offer. The Shareholders will notify the Offeror promptly if any such discussions or negotiations are sought or if any proposal in respect of a Proposed Transaction is received, being considered or indicated to be forthcoming. 4.3 Each Shareholder severally covenants and agrees with the Offeror, so long as such Shareholder is not entitled to withdraw the Common Shares owned by such Shareholder form the Offer, to exercise all voting rights attached to the Common Shares owned by such Shareholder to vote against any resolution to be considered by the, shareholders of the Corporation that, if approved, could reasonably be considered to reduce the likelihood of success of the Offer. 4.4 Each Shareholder severally covenants and agrees with the Offeror that, so long as such Shareholder is not entitled to withdraw the Common Shares owned by such Shareholder from the offer, such Shareholder will exercise the voting rights attached to his Common Shares and use his reasonable endeavours to cause the Corporation and its subsidiaries to carry on their respective businesses in the regular and ordinary course consistent with past practice and not to take or make any of the actions or proposals referred to in subsection (d) of section 1.3 hereof. 5 REPRESENTATIONS AND WARRANTIES OF THE OFFEROR 5.1 The Offeror represents and warrants to each Shareholder, and acknowledges that each Shareholder is relying upon such representations and warranties in entering into this agreement, that:

(a) it has good and sufficient power, authority and right to enter into this agreement and to complete the transaction contemplated hereby; (b) upon the due execution and delivery of this agreement by the Shareholders, this agreement shall be a legal, valid and binding obligation of the Offeror enforceable by each Shareholder against the Offeror in accordance with its terms, and the consummation by it of the transaction contemplated hereby will not constitute a violation of or default order, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to which it is a party or by which it is bound; (c) the foregoing representations and warranties will be true, correct and complete on the date on which the Offer is made and on the date on which the Offeror purchases the Subject Shares. 6 TERMINATION 6.1 The obligations hereunder of a particular Shareholder shall terminate at the option of such Shareholder upon written notice given by such Shareholder to the Offeror: (a) if the Offeror has not made the Offer by midnight (Vancouver time), on February 25, 1999 (or within seven (7) days thereafter), or such later date as permitted by this Agreement (provided it was required to. do so in accordance with Article 1 hereof); or (b) if, the Offer having been made by the time referred to in subsection (a), the Offeror has not, for any reason whatsoever, taken up the Subject Shares under the Offer by 5:00 p.m. (Vancouver time), on the Termination Date of the Offer or, if the Offer is made after February 25, 1999 as permitted by this Agreement, the 60th day following the date thereof.

(a) it has good and sufficient power, authority and right to enter into this agreement and to complete the transaction contemplated hereby; (b) upon the due execution and delivery of this agreement by the Shareholders, this agreement shall be a legal, valid and binding obligation of the Offeror enforceable by each Shareholder against the Offeror in accordance with its terms, and the consummation by it of the transaction contemplated hereby will not constitute a violation of or default order, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to which it is a party or by which it is bound; (c) the foregoing representations and warranties will be true, correct and complete on the date on which the Offer is made and on the date on which the Offeror purchases the Subject Shares. 6 TERMINATION 6.1 The obligations hereunder of a particular Shareholder shall terminate at the option of such Shareholder upon written notice given by such Shareholder to the Offeror: (a) if the Offeror has not made the Offer by midnight (Vancouver time), on February 25, 1999 (or within seven (7) days thereafter), or such later date as permitted by this Agreement (provided it was required to. do so in accordance with Article 1 hereof); or (b) if, the Offer having been made by the time referred to in subsection (a), the Offeror has not, for any reason whatsoever, taken up the Subject Shares under the Offer by 5:00 p.m. (Vancouver time), on the Termination Date of the Offer or, if the Offer is made after February 25, 1999 as permitted by this Agreement, the 60th day following the date thereof. 6.2 If any of the Shareholders has breached or failed to perform and satisfy any of its covenants or agreements herein contained in a material respect or any of the representations and warranties of any such Shareholder contained herein is not true and correct in a material respect, the Offeror may by notice in writing given to the Shareholders terminate this agreement; provided, however, that

if Shareholders holding not more than 5% of the Subject Shares breach or fail to perform and satisfy any of their covenants or agreements contained herein in a material respect or any of the representations and warranties of such Shareholder set forth herein are not true and correct in a material respect, and each of the other Shareholders are in fall compliance with its obligations, representations, warranties and covenants hereunder, the Offeror shall not be entitled to terminate this agreement as aforesaid. 6.3 If the Offeror has breached or failed to perform any of its covenants or agreements herein contained in a material respect or any of the representations and warranties of the Offeror set forth herein are not true and correct in any material respect, the Shareholders may by notice in writing given to the Offeror terminate this agreement, 6.4 In the event of the termination of this agreement as provided in section 6.2 and 6.3 above, or the termination of this agreement by each of the Shareholders as provided in section 6.1 above, this agreement shall forthwith become void and of no further force or effect and there shall be no liability on the part of any party hereto, provided that the foregoing shall not relieve any party from any liability for any breach of this agreement. 7 REGULATORY APPROVALS 7.1 Each Shareholder covenants that, so long as such Shareholder is not entitled to withdraw any of the Subject Shares from the Offer, such Shareholder shall co-operate with the Offeror in obtaining all governmental and regulatory approvals required to permit the Offeror to make an Offer in accordance with its, terms and acquire Common Shares thereunder. 8 GENERAL

if Shareholders holding not more than 5% of the Subject Shares breach or fail to perform and satisfy any of their covenants or agreements contained herein in a material respect or any of the representations and warranties of such Shareholder set forth herein are not true and correct in a material respect, and each of the other Shareholders are in fall compliance with its obligations, representations, warranties and covenants hereunder, the Offeror shall not be entitled to terminate this agreement as aforesaid. 6.3 If the Offeror has breached or failed to perform any of its covenants or agreements herein contained in a material respect or any of the representations and warranties of the Offeror set forth herein are not true and correct in any material respect, the Shareholders may by notice in writing given to the Offeror terminate this agreement, 6.4 In the event of the termination of this agreement as provided in section 6.2 and 6.3 above, or the termination of this agreement by each of the Shareholders as provided in section 6.1 above, this agreement shall forthwith become void and of no further force or effect and there shall be no liability on the part of any party hereto, provided that the foregoing shall not relieve any party from any liability for any breach of this agreement. 7 REGULATORY APPROVALS 7.1 Each Shareholder covenants that, so long as such Shareholder is not entitled to withdraw any of the Subject Shares from the Offer, such Shareholder shall co-operate with the Offeror in obtaining all governmental and regulatory approvals required to permit the Offeror to make an Offer in accordance with its, terms and acquire Common Shares thereunder. 8 GENERAL 8.1 No disclosure of this subject matter of this agreement shall be made by any Shareholder or by the Offeror except to their respective counsel or to any other professional advisor engaged by them or to the board of directors of the Corporation or as may be required by applicable law or regulatory authorities; provided, however, that the foregoing shall not prevent the Offeror from disclosing the terms of this agreement in the Offer in such manner as the Offeror or its counsel, acting reasonably, considers appropriate after

consultation with counsel to the Corporation. Subject to compliance with any disclosure obligation imposed by law, the parties shall co-ordinate the making and dissemination of any public announcement relating to the subject matter of this agreement, 8.2 Each Shareholder shall exercise in fall irrevocably release, surrender or waive, on terms and conditions satisfactory to the Offeror, all outstanding options or other entitlements granted to or held by such Shareholder to purchase or otherwise acquire authorized and unissued Common Shares under any option, right, privilege or other entitlement, and shall deposit any Common Shares so acquired under the Offer in accordance with the provisions of this agreement. 8.3 This agreement shall be binding upon and shall enure to the benefit of and be enforceable by each Shareholder and the Offeror and their respective successors and permitted assigns, 8.4 The representations, warranties and covenants of each Shareholder and of the Offeror herein shall survive the consummation of the Offer and the purchase of Common Shares by the Offeror thereunder and shall continue in fall force and effect. 8.5 Time is of the essence of this agreement. 8.6 Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if delivered: (a) in the case of any of the Shareholders, to the address appearing on the first page of this letter; and (b) in the case of the Offeror, to the address appearing on the first page of this letter;

consultation with counsel to the Corporation. Subject to compliance with any disclosure obligation imposed by law, the parties shall co-ordinate the making and dissemination of any public announcement relating to the subject matter of this agreement, 8.2 Each Shareholder shall exercise in fall irrevocably release, surrender or waive, on terms and conditions satisfactory to the Offeror, all outstanding options or other entitlements granted to or held by such Shareholder to purchase or otherwise acquire authorized and unissued Common Shares under any option, right, privilege or other entitlement, and shall deposit any Common Shares so acquired under the Offer in accordance with the provisions of this agreement. 8.3 This agreement shall be binding upon and shall enure to the benefit of and be enforceable by each Shareholder and the Offeror and their respective successors and permitted assigns, 8.4 The representations, warranties and covenants of each Shareholder and of the Offeror herein shall survive the consummation of the Offer and the purchase of Common Shares by the Offeror thereunder and shall continue in fall force and effect. 8.5 Time is of the essence of this agreement. 8.6 Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if delivered: (a) in the case of any of the Shareholders, to the address appearing on the first page of this letter; and (b) in the case of the Offeror, to the address appearing on the first page of this letter; or at such other address as the party to which such notice or other communication is to be given has last notified the party given the same in the manner provided in this section, 8.7 All references to Common Shares herein shall include any shares into which the Common Shares may be reclassified, subdivided, redivided, consolidated or converted by amendment to the articles of the Corporation and the prices per shall referred to herein shall be amended accordingly.

8.8 Words signifying the singular numbers shall include, whenever appropriate, the plural and vice versa; and words signifying the masculine gender shall include, whenever appropriate, the feminine or neuter gender. 8.9 This agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. 9 ACCEPTANCE 9.1 If you are in agreement with the foregoing, kindly signify your acceptance by signing the second copy of this letter and delivering it to the Offeror in the manner provided below prior to 5:00 p.m. (Vancouver time), on ___________, 1998, failing which the offer constituted by this letter shall terminate and be of no further effect. letter may be signed in two or more counterparts that together shall be domed to constitute one valid and binding agreement. Yours truly, ALR TECHNOLOGIES INC.
By: /s/ Michael R. Best, MICHAEL R. BEST, Chairman and Chief Executive Officer

8.8 Words signifying the singular numbers shall include, whenever appropriate, the plural and vice versa; and words signifying the masculine gender shall include, whenever appropriate, the feminine or neuter gender. 8.9 This agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. 9 ACCEPTANCE 9.1 If you are in agreement with the foregoing, kindly signify your acceptance by signing the second copy of this letter and delivering it to the Offeror in the manner provided below prior to 5:00 p.m. (Vancouver time), on ___________, 1998, failing which the offer constituted by this letter shall terminate and be of no further effect. letter may be signed in two or more counterparts that together shall be domed to constitute one valid and binding agreement. Yours truly, ALR TECHNOLOGIES INC.
By: /s/ Michael R. Best, MICHAEL R. BEST, Chairman and Chief Executive Officer

In consideration of your agreement to make the Offer as described above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the undersigned Shareholders hereby irrevocably accepts the foregoing as of this 17th day of February, 1999. 706166 ALBERTA LTD.
By: /s/ Lorne Drever Lorne Drever, President /s/ Dean Drever DEAN DREVER

745797 ALBERTA LTD. By: /s/ Debbie MacNutt Debbie MacNutt, President /s/ Sandra L. Ross SANDRA ROSS

EXHIBIT 99.5 ALR TECHNOLOGIES INC. 15446 Bel-Red Road Redmond, Washington 98052-5507 Phone: (425) 376-ALRT (2578) Fax: (425) 376-2580 June 4. 1999 VIA FAX (No. 250-537-9975) Mr, Mike Rest Salt Spring Island, BC Dear Mr. Best: We set out below the terms of a proposal as per your conversations with John Baldwin as follows: (a) You agree to provide your written resignation as a director and officer of ALR Technologies Inc. (the "Corporation") effective today. The Corporation will promptly make all required statutory filings and

EXHIBIT 99.5 ALR TECHNOLOGIES INC. 15446 Bel-Red Road Redmond, Washington 98052-5507 Phone: (425) 376-ALRT (2578) Fax: (425) 376-2580 June 4. 1999 VIA FAX (No. 250-537-9975) Mr, Mike Rest Salt Spring Island, BC Dear Mr. Best: We set out below the terms of a proposal as per your conversations with John Baldwin as follows: (a) You agree to provide your written resignation as a director and officer of ALR Technologies Inc. (the "Corporation") effective today. The Corporation will promptly make all required statutory filings and announcements and will promptly copy you with these. (b) In lieu of notice of termination of employment, the Corporation will pay you the sum of US$14,999.97 in three payment of $4,999.99 each by cheque dated June 30, July 31 and August 31, 1999. Post-dated cheques are attached. (c) You agree to waive any fees and expenses due under your present contract from May 31. 1999 to date. A bank draft for expenses to such dare in the sum of US$10,000 is attached. (d) As previously agreed you will receive a grant of options to purchase 100,000 shares of the Corporation at US$0.05 per share exercisable for two years under the Corporation's incentive stock option plan. This grant will be subject to the obtaining of any required regulatory approvals and the filing of a Form 10-SB and Form S-8 as required by United States securities legislation. The Corporation will file the Form S-8 within 15 days of Form 10-SB going "effective" (estimated 60 days from filing date) (e) You will receive a commission on sales, of the following products of the Corporation sold by you until December 31, 2000 as follows: - 10 cents (US$0.10) a unit on beepers; and - 3% an programming stations. You will have exclusive sales rights on sales to Ely Lilly (and on sales commissions until December 31. 2000. You and Greg Rae will have exclusive sales rights on sales to Soma, Planet RX, Drugstore.com and Commissions (at the above rates) will be Split 70% to yourself and 30% with Greg Rae. At your option and at your expense, you may cause an audit to be made of the Corporation's records and, with consent of the purchasers, of the purchasers' records of such sales.

(f) A letter of indemnity in the form of the attached is delivered together with this letter. (g) The Corporation hereby delivers to you the original signed letter of complaint from Ms. Debbie McNutt and the original signed letter releasing any claims upon execution hereof. (h) The Corporation will accept an assignment from you of your cellular phone contract and will indemnify you against and hold you harmless from any liability in that connection. The Corporation will forward you a cheque forthwith for US$330 in respect of your out- of-pocket cost for the security deposit for your apartment.

(f) A letter of indemnity in the form of the attached is delivered together with this letter. (g) The Corporation hereby delivers to you the original signed letter of complaint from Ms. Debbie McNutt and the original signed letter releasing any claims upon execution hereof. (h) The Corporation will accept an assignment from you of your cellular phone contract and will indemnify you against and hold you harmless from any liability in that connection. The Corporation will forward you a cheque forthwith for US$330 in respect of your out- of-pocket cost for the security deposit for your apartment. (i) This letter agreement is intended to resolve all claims between yourself and the Corporation, ALR (A Little Reminder) Inc., Timely Devices Inc. and all directors and officers (and former directors and officers) of such entities. You agree, at the requests and expense of the Corporation, to enter into mutual releases of all claims with the foregoing. This proposal is open for acceptance until 12:00 noon on Monday, June 7. 1999 and, if you are in agreement, you should sign your acceptance where indicated below. Yours truly, ALR TECHNOLOGIES INC,
/s/ Robert G. Eadie Director The foregoing is accepted /s/ Michael Best Michael Best

EXHIBIT 99.6 ALR TECHNOLOGIES INC. 15446 Bel-Red Road Redmond, Washington 98052-5507 Phone; (425) 376-ALRT (2578) Fax: (425) 376-2580 June 7, 1999 VIA FAX MR. 664-3795 Mr. Norman van Roam Suite 505 - 318 Homer Street Vancouver, BC V6B 2V3 Dear Mr. van Roggen: We set out below the terms of a proposal as per your conversations with John Baldwin as follows: (a) You agree to provide your written resignation as a director and officer of ALR Technologies Inc. (the "Corporation") effective today. The Corporation will promptly make all required statutory filings and announcements and will promptly copy you with these. (b) You will receive a grant of options to purchase 100,000 shares of the Corporation at US$0.50 per share exercisable for two years. This grant will be subject to the obtaining of any required regulatory approvals and the filing of a Form 10-SB and Form S-8 as required by United States securities legislation. The Corporation will the the Form S-8 within 15 days of Form 10-SB going "effective" (estimated 60 days from filing date).

EXHIBIT 99.6 ALR TECHNOLOGIES INC. 15446 Bel-Red Road Redmond, Washington 98052-5507 Phone; (425) 376-ALRT (2578) Fax: (425) 376-2580 June 7, 1999 VIA FAX MR. 664-3795 Mr. Norman van Roam Suite 505 - 318 Homer Street Vancouver, BC V6B 2V3 Dear Mr. van Roggen: We set out below the terms of a proposal as per your conversations with John Baldwin as follows: (a) You agree to provide your written resignation as a director and officer of ALR Technologies Inc. (the "Corporation") effective today. The Corporation will promptly make all required statutory filings and announcements and will promptly copy you with these. (b) You will receive a grant of options to purchase 100,000 shares of the Corporation at US$0.50 per share exercisable for two years. This grant will be subject to the obtaining of any required regulatory approvals and the filing of a Form 10-SB and Form S-8 as required by United States securities legislation. The Corporation will the the Form S-8 within 15 days of Form 10-SB going "effective" (estimated 60 days from filing date). (c) A letter of indemnity in the form of the attached is delivered together with this letter. (d) This letter agreement is intended to resolve all claims between yourself and the Corporation, ALR (A Little Reminder) Inc., Timely Devices Inc. and all directors and officers (and former directors and officers) of such entities. You agree, at the request and expense of the Corporation, to enter into mutual releases of all claims with the foregoing. This proposal is open for acceptance until 12.00 noon on Monday, June 7.,1999 and, if you are in agreement, you should sign your acceptance where indicated below. Yours truly, ALR TECHNOLOGIES INC. Director The foregoing is accepted
/s/ Norman van Roggen Norman van Roggen

EXHIBIT 99.7 ASSIGNMENT AGREEMENT This Assignment Agreement made as of the 20th day of September, 1999

EXHIBIT 99.7 ASSIGNMENT AGREEMENT This Assignment Agreement made as of the 20th day of September, 1999 BETWEEN: 706166 ALBERTA LTD. and 745797 Alberta Ltd., Alberta companies each having its registered office at 2600 Manulife Place, 10180 - 101 Street, Edmonton, Alberta, T5J 3Y2 (collectively, the "Assignors") OF THE FIRST PART AND: ALR TECHNOLOGIES INC., a Nevada company having an office at 15446 Bel-Red Road, Redmond, Washington, 98052-5507 (the "Assignee") OF THE SECOND PART WHEREAS: A. Pursuant to Share Purchase Agreements dated for reference the 4th day of December, 1998, the Assignors sold a total of 5,000,000 Class A Common shares of A Little Reminder (ALR) Inc. (the "ALR Shares") to those parties noted in Schedule "A" hereto (collectively, the "Purchasers") for an aggregate purchase price of $1,000,000 ($CDN.); B. The purchase price was evidenced by four promissory notes from the Purchasers (the "Notes"), copies of which are attached hereto as Schedule B, and secured by pledge agreements from each of the Purchasers (the "Pledge Agreements"); C. Pursuant to an Offer to Purchase dated March 2, 1999, the ALR Shares were subsequently exchanged by the Purchasers for 5,000,000 Common shares of the Assignee (the "ALRT Shares"); D. The ALRT Shares are subject to the terms of an Amended Pooling Agreement dated February 17, 1999 (the "Pooling Agreement"); and E, The Assignors desire to assign to the Assignee the Assignors' interest in and to the Notes and the Pledge Agreements; NOW THEREFORE THIS AGREEMENT WITNESSETH that for good and valuable consideration paid by the Assignee to the Assignors (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree as follows:

1. Assignment 1.1 The Assignors hereby assign, transfer and set over unto the Assignee all of the Assignors' right, title and interest in and to the Notes and Pledge Agreements, and all other rights and benefits which now are or which hereafter may be vested in the Assignors as security for the Notes. 1.2 The Assignors covenant with the Assignee that the Assignors will not at any time after the date of this Agreement receive and accept payment on account of the Notes, except in trust for the Assignee and if the

1. Assignment 1.1 The Assignors hereby assign, transfer and set over unto the Assignee all of the Assignors' right, title and interest in and to the Notes and Pledge Agreements, and all other rights and benefits which now are or which hereafter may be vested in the Assignors as security for the Notes. 1.2 The Assignors covenant with the Assignee that the Assignors will not at any time after the date of this Agreement receive and accept payment on account of the Notes, except in trust for the Assignee and if the payments are received, shall forthwith pay such sum to the Assignee. The Assignors covenant not to do any act which may result in the Assignee being prevented or hindered from enforcing the payment of the Notes or the security represented by the Pledge Agreements. 1.3 On the Closing (as defined in subsection 2.1 hereof), the Assignee will pay to the Assignors, as consideration for the assignment of the Notes and the Pledge Agreements and in accordance with the terms of section 2 hereof, the sum of $1,000,000 ($CDN.) (the "Assignment Price") as follows:
Assignor 706166 Alberta Ltd. 745797 Alberta Ltd. Assignment Price $ 500,000 $ 500,000 ---------$1,000,000

2. Closing 2.1 The closing of the transactions contemplated by this Assignment Agreement (the "Closing") will take place on September 21, 1999, or on such other date as the parties shall agree. 2.2 On Closing, the Assignee will deliver to each of the Assignors or the Assignors' solicitors, as payment for the Assignment Price, the following documents duly executed by the Assignee: (a) promissory notes for the Assignment Price in the form attached hereto as Schedule "C" and (b) a pledge agreement in the form attached hereto as Schedule "D". 3. Representations and Warranties 3.1 The Assignors hereby represent and warrant to the Assignee that neither the whole nor any part of the Notes or the Pledge Agreements have been previously assigned, pledged, encumbered, transferred or otherwise dealt with by the Assignors. 3.2 The Assignee hereby represents and warrants to the Assignors that the Assignee is aware that the Notes are currently in default and that the Notes are not assignable without the prior written consent of the Purchasers, which consent has not been obtained.

4. General Provisions 4.1 The Assignors and the Assignee covenant and agree to execute and deliver all such further documents and instruments and do all other acts and things as may be necessary or convenient to carry out the full intent and meaning of this Assignment and to effect the assignment of the Notes and the Pledge Agreements to the Assignee. 4.2 The Assignors covenant and agree that the Assignors will immediately deliver or arrange for the delivery to the Assignee of 6,000,000 shares in the capital of the Assignee registered in the name of the Assignors, Dean Drover and Sandra Ross and currently held in trust pursuant to the terms of the Amended Pooling Agreement (the "Cancellation Shares") as follows:
Assignor Cancellation of Shares

4. General Provisions 4.1 The Assignors and the Assignee covenant and agree to execute and deliver all such further documents and instruments and do all other acts and things as may be necessary or convenient to carry out the full intent and meaning of this Assignment and to effect the assignment of the Notes and the Pledge Agreements to the Assignee. 4.2 The Assignors covenant and agree that the Assignors will immediately deliver or arrange for the delivery to the Assignee of 6,000,000 shares in the capital of the Assignee registered in the name of the Assignors, Dean Drover and Sandra Ross and currently held in trust pursuant to the terms of the Amended Pooling Agreement (the "Cancellation Shares") as follows:
Assignor Cancellation of Shares to be Delivered 2,550,000 2,325,000 562,500 562,500

766166 Alberta Ltd. 745797 Alberta Ltd. Dean Drover Sandra Ross

The Assignee covenants and agrees that it will hold the Cancellation Shares, at the Assignee's sole discretion, until such time as the Assignee determines that it is practicable to return the Cancellation Shares to the Assignee's transfer agent for cancellation. 4.3 This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 4.4 This Agreement may be executed in as many counterparts as may be necessary and by facsimile and each such agreement or facsimile so executed shall be deemed to be an original and such counterpart shall constitute one and the same instrument. IN WITNESS WHEREOF the parties have duly executed this Agreement as of the day and year first above written. 706166 ALBERTA LTD.
Per: /s/ illegible Authorized Signatory 745797 ALBERTA LTD. Per: /s/ illegible Authorized Signatory ALR TECHNOLOGIES INC.

Per: /s/ Grey Rae Authorized Signatory


				
DOCUMENT INFO