EXHIBIT 25
AGREEMENT
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In recognition of the importance of the individual relationships of:
Xxxxxxxx Xxxxxxxx ("Xxxxxxxx") - 3,000,000 Common Shares ("the Shares")
Xxxxx Xxxxxxxxx ("Chandaria") - 3,000,000 Common Shares ("the Shares")
LEPAGE Products Inc. ("LPI") - 1,000,000 Common Shares ("the Shares") vesting
upon issuance + 4,000,000 vesting 20% per year over 5 years as described below.
To Rent Shield Corporation ("Rent Shield")
Rent Shield will issue from its Treasury that number of restricted (one year
hold) common shares set opposite their names. The subject shares will be
restricted pursuant to Rule 144 of the Securities Act (1933) U.S., as amended
and will vest as described above. Chandran, Chandaria and LPI will grand Xxxx
Xxxxxxxx an irrevocable voting proxy over the subject shares for the period
prior to their disposition. Hamilton, Chandran, Chandaria, and LPI agree that
the shares together with Xxxxxxxx'x Rent Shield shares will also be subject to a
tag-a-long.
The structure of this agreement is as follows:
a) Xxxxxxxx Xxxxxxxx will immediately be appointed Chairman of
the Board of Rent Shield at remuneration at a level of an
ordinary Director foregoing a substantial sum of money.
Moreover, Chandran agrees that he will have no involvement
with, not provide any services to, any other enterprise in the
insurance sector for 5 years (non-compete).
b) Xxxxx Xxxxxxxxx will immediately be appointed as a non-paid
Consultant and Director to Rent Shield and its affiliated and
associated companies for a 5 year period. Moreover, Chandaria
agrees that he will have no involvement with, nor provide any
services to, any other enterprise in the insurance sector for
5 years (non-competence).
c) LePage Products Inc. agrees to enter into a joint venture
agreement with Rent Shield to co-market Rent Shield's unique
financial products under LePage's Minority Business Status in
the United states as described to the letter appended hereto.
The estimated net revenue stream to Rent Shield as a result of
the contemplated joint venture agreement will be at least 10
million USD annually.
o LePage will receive said restricted shares (as
described above) of Rent Shield and will vest at a
rate of 800,000 shares per annum provided the
Minority Business Status as above is maintained.
SIGNATURE PAGE FOLLOWS:
Agreed to and dated at Toronto this 19th day of February 2004
WITNESSETH
RENT SHIELD CORP.
/s/ illegible Per: /s/ illegible
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Subject of Board approval
/s/ Xxxxxxxx Xxxxxxxx
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XXXXXXXX XXXXXXXX
/s/ Xxxxx Xxxxxxxxx
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XXXXX XXXXXXXXX
/s/ illegible
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LEPAGE PRODUCTS INC.
