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EXHIBIT 10.5
AGREEMENT
AGREEMENT made this 5th day of May, 1997, between C.A. GAMA FRANCO
(hereinafter referred to as "FRANCO"), a resident of Brazil, individually, and
AMAZON NATURAL TREASURES, INC., a public corporation organized and existing
under the laws of the State of Utah, (hereinafter referred to as "ANT") by its
representative XXXXXXX X. XXXXXX.
WITNESSETH:
WHEREAS:
FRANCO is an individual residing in Manaus, Brazil and
desires to represent ANT as its procurator in Brazil, and;
ANT is interested in retaining the services of FRANCO,
NOW THEREFORE, it is mutually agreed as follows:
1. APPOINTMENT AS PROCURATOR.
ANT does hereby appoint and FRANCO does hereby accept the position of
PROCURATOR of ANT's operations in Manaus Brazil.
2. DUTIES AS PROCURATOR.
(a) FRANCO will open a company office and/or lab in Manaus, Brazil, and
be responsible for and administer all acts related to the operation of
said office and/or lab.
(b) FRANCO will obtain necessary certificates and act as
ANT's representative in Manaus, Brazil.
(c) FRANCO will hire and supervise all necessary employees,
subject to approval by ANT.
(d) FRANCO will administer operational funds provided by ANT, make
payments, obtain and pay for necessary purchases.
(e) FRANCO will be responsible for arranging and ensuring the
exportation of ANT's products to the Las Vegas, Nevada, United States
of America.
(f) FRANCO acknowledges that the ultimate approval for decisions is to
be given by ANT; to that end FRANCO agrees to keep ANT's designated
representative informed on all subjects involving the ANT operation in
Manaus, Brazil and understands that he is ultimately responsible for
the successful implementation of those decisions.
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3. CONFIDENTIALITY.
FRANCO and ANT mutually recognize the importance of confidentiality at
all stages of the relationship established by this Agreement, and agree to take
all reasonable measures, including those needed to bind their respective
involved employees, to safeguard such confidentiality. FRANCO agrees to extend
the same standards of conduct to any third party FRANCO may engage pursuant to
this Agreement, including subcontractors, employees, etc., thereof. This
undertaking will extend to any related individuals and/or company of FRANCO.
4. REMUNERATION
(a) In consideration for FRANCO's acceptance and work as a full-time
representative of ANT and as its PROCURATOR and for his contribution to
this Agreement, ANT agrees to pay FOUR THOUSAND DOLLARS ($4,000.00) per
month payable on or before the 5th day of each month; FRANCO will be
responsible for all applicable taxes.
(b) FRANCO will be compensated with Nine Thousand (9,000) restricted
shares of ANT to be issued prior to December 31, 1997.
(c) FRANCO as employee shall be compensated at ANT's discretion by any
amount of free trading ANT shares. Such bonus or additional
compensation shall be paid at each annual meeting of the Board of
Directors and Shareholders of ANT.
(d) FRANCO shall be entitled to two (2) round trip airfare tickets
between the city of Manaus and Sao Paulo, to be issued upon request to
ANT, for each year of service by FRANCO.
5. EXPENSES.
(a) FRANCO shall be reimbursed for only those expenses pre-approved by
ANT incurred by FRANCO outside the state of Amazonas in his capacity as
set forth herein to be reimbursed within THIRTY (30) DAYS of approval
of such expenses.
(b) Any and all expenses which are not specifically pre-approved by ANT
shall be the sole responsibility of FRANCO.
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6. TERM AND TERMINATION.
This Agreement shall be effective for a period of five (5) years after
which the parties will enter into good faith negotiations to extend this
Agreement or enter into another agreement.
7. GENERAL PROVISIONS.
(a) Termination of Agreement for any reason, or expiration
of this Agreement, will not affect:
(i) Obligations, including the payment of any amount
provided herein, which have accrued as of the date of
termination or expiration;
(ii) Obligations which, in the context hereof, are intended to
survive termination or expiration of this Agreement.
(b) Any waiver by either party of the breach of any term or condition
of this Agreement will not be considered as a waiver of any subsequent
breach of the same or any other term or condition hereof.
(c) Neither party will be in breach hereof by reason of its delay in
the performance of or failure to perform any of its obligations
hereunder, if that delay or failure is caused by strike, acts of God or
the public enemy, riots, incendiaries, interference by civil or
military authorities, compliance with governmental priorities for
materials, or any fault beyond its control or without its fault or
negligence.
(d) In the event that any provision of this Agreement or any part
hereof is found invalid or unenforceable, the remainder of this
Agreement will be binding on the parties hereto, and will be construed
as if the invalid or unenforceable provision or part hereof had been
deleted from this Agreement.
(e) Words denoting the singular will include the plural and vice versa;
words denoting any gender will include all genders; words denoting
persons will include corporations and vice versa.
(f) The paragraph headings are for convenience only and will not be
deemed to affect in any way the language of the provisions to which
they refer.
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8. ARBITRATION.
Any dispute or difference between the parties relating to the
interpretation or implementation of this Agreement will be settled by
arbitration, as provided by the Nevada Revised Statutes. Such arbitration will
be held in the State of Nevada, County of Xxxxx, City of Las Vegas, unless ANT
and FRANCO mutually agree in writing that another location would be more
appropriate.
10. GOVERNING LAW AND AUTHORITY.
(a) This Agreement will be interpreted in accordance with the laws of
the United States of America, State of Nevada, County of Xxxxx.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
executed on the day and year first above written.
Signed, sealed and delivered in the presence of:
"ANT" "WITNESS"
/s/ Xxxxxxx Xxxxxx /s/ Rudbie Boryato
"FRANCO" "WITNESS"
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