Equity Joint Venture Agreement
THIS AGREEMENT is made as of the 24th day of February 2000,
between Xxxxxxxxx.xxx, Inc., (Surforama), a Nevada
Corporation with its principle office at Suite 000-0000 Xxxx
00xx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0, and
SOURCE, a division of Premier Lifestyles International
Corporation (SOURCE), a California Corporation, 00000 Xxx
Xxxxxxxx Xxxx, Xxxxxxx, XX 00000.
WHEREAS:
1. Surforama is an Internet-based direct marketing and
online advertising company with programs that reward
consumers with cash when they perform actions desired
by our advertising and marketing clients.
2. Surforama is in the process of developing the
Xxxxxxxxx.xxx - "Your Personal Rewards Community" and
has already finished developing its online portal which
is located at xxxx://xxx.xxxxxxxxx.xxx
3. SOURCE, is engaged in the business of providing, often
through third party suppliers, packaged benefits, club
memberships and benefits services which include a
reciprocal resort usage program, hotel and golf
discount benefits booklets, SCOREr Reciprocal RebateT
program, and the SCOREr financial services program both
on the Internet and at the merchants Point of Sales
locations, to retailers, wholesalers, individuals,
organizations and other entities.
4. Surforama and Source are willing to joint venture to
set up an Online database and tracking program, and
market products and services to both of our members.
5. In accordance with the domestic laws of United States
and the State of California, the parties agree to
jointly invest to set up the joint venture upon the
terms and conditions set forth below:
NOW THEREFORE the parties have agreed as follows:
1. Formation of Corporation
A Corporation under the proposed name of RebateTopia or
such other name as may be mutually agreed upon by the
parties, (the "Corporation") shall be organized under the
laws of United States and the state of California, with
the principal of selling online advertisements and
services to corporations. This will enable the
corporation to provide private labeled and co branded
products and services such as pay to surf, pay to email,
pay to shop (Rebates), and other incentive programs. The
legal address of the Corporation shall be determined at a
later date.
2. Issued Capital
Surforama shall own 50% of the Corporation and the
remaining 50% shall be owned by Source.
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3. Purchase of Shares
(1) Surforama shall pay for the shares by:
a. Providing the operation expertise for the tracking
of user's rebates and the development and
maintenance of an online user database.
b. Surforama will invest up to $1,000,000 USD within
the first 12 months into this new Corporation. This
first Million will be invested without any dilution
and if additional capital is needed and funded, the
parties will have to agree to an additional
financing agreement.
c. Managing, upgrading, replacing and/or maintaining
the existing xxxx://xxx.xxxxxx0xxxxxx.xxx website
(2) SOURCE shall pay for its shares by:
(a) Providing the start-up servers and equipment
required to host the Surforama, Source, and
RebateTopia's websites and user database at a
location of Sources Choice.
(b) Providing the current 1,000,000 plus SCORE member
database (as confirmed by Source) to the
Corporation, in order to begin database-mining
procedures. Data base mining procedures is defined
as marketing products and services under the name of
SCOREr and within the privacy and protection rules
of the clients from each of the companies that
SCOREr gets its customer data base from.
(c) Offering Surforama a full Master ISO (Independent
Sales Organization) agreement. A value of $150,000.
USD plus.
(d) Offering the Corporation the rights to use the
database for database mining for the purposes of
generating additional traffic to the site .
4. Working Funds
Should the aggregate contributions made by the parties in
accordance with the capitalization of the Corporation be
insufficient to cover the Corporation's working fund
requirements, the parties shall consult in good faith in
order to find an appropriate solution.
5. Corporate Documents
The memorandum of association and articles of association
of the Corporation shall give full effect to the terms of
this agreement and shall be in a form satisfactory to both
parties. In particular, and without in any way limiting or
derogating from the generality of the foregoing, the
articles of association shall provide that the following
items of business for approval shall require a 51%
majority vote of the share- holders:
(a) Capital investment in excess of one million;
(b) Long-term indebtedness;
(c) Disposition of major assets;
(d) Investments in unrelated businesses;
(e) Granting of licenses;
(f) Merger or consolidation with other businesses;
(g) Liquidation; and
(h) Increase of issued share capital.
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6. Board of Directors
(1) The board of directors of the Corporation shall be
composed of five persons. Surforama shall have the right
to appoint at least two directors. The chairman of the
board shall be appointed by Surforama and its vice-
chairman by Source. The term of office for the directors,
chairman and vice-chairman shall be 2 years.
(2) The chairman of the board shall be the legal
representative of the Corporation. Should the chairman be
unable to exercise his responsibilities for some reasons,
he shall authorize the vice-chairman or any other
directors to represent the Corporation temporarily.
(3) The board of directors shall convene at least one
meeting every year. The meeting shall be called and
presided over by the chairman of the board. The chairman
may convene an interim meeting based on a proposal made
by more than 3 of the total number of directors.
(4) The highest authority of the Corporation shall be its
board of directors. It shall decide all major issues,
except as provided otherwise in this agreement.
(5) The board shall, in addition to its statutory functions:
(a) Appoint members of the management, designate
their primary tasks, their salaries, and their
standard of expense reimbursement;
(b) Establish the signing authority of the
management members to represent and bind the
Corporation;
(c) Establish the terms and conditions of each
management member's employment, sign the contract of
employment between the Corporation and each
management member, and represent the Corporation in
case of dispute between the Corporation and a
management member;
(d) Approve the Corporation's operating and
investment budget;
(e) Approve or disapprove decisions of management
regarding all matters transcending the ordinary
course of the Corporation's day-to-day business;
(f) Approve any borrowing; and
(g) Consider and resolve any other matter, which
the management submits for its consideration, and
supervise the management's activities, including
review of the Corporation's annual financial
statements.
7. Management
(1) The management shall be composed of not less than 2 nor
more than 4 persons. The board shall elect the members of
the Management, considering their capabilities and
usefulness to the successful operation of the
Corporation, and without regard to their nationality.
(2) The management shall be entrusted with the day-to-day
business operation of the Corporation, in accordance with
the provisions of this agreement, the articles, the
guidelines to be established by the board and good
business practice. The primary task of each member shall
be designated by the board. The management and its
members shall obtain the board's approval for actions
transcending the Corporation's day-to- day operation,
inter alia, to:
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(a) Acquire or lease land or real estate;
(b) Enter into contracts for a longer duration than
two years;
(c) Establish operating and investment budgets;
(d) Acquire assets or services exceeding in value
$250,000, it being understood that various items
serving the same investment project shall be
considered in the aggregate and acquisitions stated
in the operating of investment budget shall not come
under this restriction;
(e) Enter into licenses of technical assistance or
similar agreements;
(f) Enter into agreements between the Corporation and
any of its shareholders except if such agreement has
been provided for in this agreement and only upon
such terms and conditions as set out in this
agreement.
8. Projections, Plans, Schedule of Implementation
(1) The business projections and plans for the Corporation
for the first five years shall be established by the
Parties within sixty days from the signing of this
agreement. The Corporation shall update such projections
each year.
(2) Within sixty days following signing of this agreement,
the parties shall prepare a schedule setting forth the
principal actions to be taken by each party for the
Corporation to commence operations, and the target dates
by which such actions shall be completed, which dates may
he extended by mutual agreement of the parties. Each
party agrees to complete each action required of it on or
before the designated target date.
9. Obligations of Surforama
Notwithstanding the specific functions of the board of
directors and management, Surforama shall be responsible for
the following:
(a) Handling of applications for approval,
registration, business licenses and other matters
concerning the establishment of the joint venture from
relevant governmental authorities in charge of the
Territory;
(b) Organizing the design and construction of the
premises and other engineering facilities of the
Corporation;
(c) Providing financing as set out in this agreement;
(d) Assisting the Corporation in purchasing or leasing
equipment, office supplies,
(e) Assisting the Corporation in recruiting local
management personnel, technical personnel, workers and
other personnel needed, in the Territory;
(f) Assisting foreign workers and management in
applying for entry visas, work licenses, and processing
of travel affairs; and
(g) Taking responsibility for those matters as may be
agreed by the Corporation.
10. Obligations of Source
Notwithstanding the specific functions of the board of
directors and management, Source shall be responsible for
the following:
(a) Providing the full user database of the SCORE
program to the Corporation
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(b) Handling the matters entrusted by the Corporation,
including sales training and industry liaising;
(c) Providing the needed technical personnel for
installing, testing and trial production of the servers
and programs to be migrated to the Corporation;
(d) Taking responsibility for those matters as may be
agreed by the Corporation.
11. Personnel of the Corporation
(1) The estimated personnel requirements of the Corporation
for its initial two years of operation, the personnel
organization chart and the initial salaries of each
category of personnel (including all taxes and social
security type contributions) shall be established by the
Parties within sixty days from the signing of this
agreement.
(2) The terms of the employment of personnel from the
Territory shall follow the provisions of the law of the
Territory. With respect to non-Territory employees, the
practice followed by internationally operating companies
shall be followed. Non-Territory personnel transferred to
the Territory temporarily, for years or less shall be
exempt from taxes and social security type contributions
within the Territory.
(3) Technical Director: Surforama shall have the right,
from time to time, to appoint a technical director who
shall assist the Corporation in the management and
operation of the Corporation's facilities for an initial
period of up to five years, commencing from the date of
the establishment of the Corporation's facilities.
12. Labour
Labour contracts covering the recruitment, employment,
dismissal and resignation, wages, labour insurance, welfare,
rewards, penalty and other matters concerning the staff and
workers of the Corporation shall be drawn up in accordance
with the of the location of which each office of operation
is residing.
13. Conflicting Use
For the protection of the business of the Corporation,
SOURCET and Surforama both agrees on behalf of itself and
its affiliates that it will not buy, make or sell, for
resale or for its own use, items which incorporate or
utilize in any way the patents or know-how owned by the each
company, nor will it directly or indirectly (except through
the Corporation), contact any of each other suppliers or
partners.
The corporation will not be participating in any of the
rebates passing through the site that belongs to another
independent sales organization of SOURCEr unless the member
belongs to the corporation.
It is agreed by Surforama that all of the SCOREr Reciprocal
Rebate program and membership database is the Intellectual
property of SOURCET. It is also agreed by Surforama that
should it not be able to perform its duties, SOURCEr will
have the rights to purchase and/or assume the assets and
liabilities of the remaining 50% of the Corporation.
14. Compliance with Laws of the Territory
The parties agree to take all necessary steps to ensure that
the Corporation does not engage or participate, directly or
indirectly, in any transaction whatsoever with respect to
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the Products to be manufactured or sold by it, if such
transaction is prohibited by the laws and regulations of the
Territory.
15. Taxes, Finance, Audit and Record Keeping
(1) The Corporation shall pay taxes in accordance with the
laws of the Territory.
(2) Staff members and workers of the Corporation shall pay
individual income tax according to the Canadian laws.
(3) Allocations for reserve funds, expansion funds of the
Corporation and welfare funds and bonuses for staff and
workers shall be set aside in accordance with the laws of
where each office resides. The annual proportion of
allocations shall be decided by the board of directors.
(4) The fiscal year end for the Corporation shall be June 30
(5) The Corporation shall keep all accounts and records
required by law and practices applicable in its domicile
and, in so far as necessary, as required by Canadian law.
The Corporation shall also keep books of account, and
prepare quarterly and annual financial statements,
including a balance sheet, income statement and such
additional statements as either party may reasonably
request, in accordance with generally accepted Canadian
accounting principles. These accounts and statements
shall control in determining the performance of the
Corporation, the amount of profits available for
distribution, and all other financial questions or
matters. The essential books of account and such other
important records as may be designated by the Parties.
(6) The independent certified public accounting firm of or
such other independent certified public accounting firm
as the parties may designate, shall set up the accounts
and records of the Corporation, shall audit the accounts
and certify the annual financial statements of the
Corporation, and shall resolve all questions of proper
accounting and financial reporting. If one party
disagrees with a determination of the accounting firm, it
may submit the question to arbitration in accordance with
this agreement.
(7) In the first three months of each fiscal year, the
management shall prepare the previous year's balance
sheet, profit and loss statement and proposal regarding
the disposal of profits, and shall submit same to the
board of directors for examination and approval.
16. Transfer of shares
(1) Right of First Refusal: SOURCE shall not sell to
unrelated third parties any part of the common shares
owned by it in the Corporation unless said shares have
first been offered to Surforama at their fair market
price. Surforama shall have four weeks within which to
accept such offer and to pay the full purchase price of
the shares offered for sale. Surforama shall have the
same obligations with respect to the SOURCE provided,
however, that if SOURCE is unable to acquire its shares
because of restrictions imposed by the government of the
Territory, then SOURCE shall have the right to require
Surforama to sell its shares, in accordance with the
conditions expressed in this paragraph, to persons
approved by SOURCE. Nothing contained in this agreement
shall be deemed to prevent Surforama from selling,
transferring or assigning to any subsidiary or affiliated
corporation any or all of the shares owned by it in the
Corporation.
(2) Right of Sale: Surforama shall have the right to sell
its equity interest in the Corporation
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to SOURCE, at the close of any fiscal year or after the
Corporation commences actual operations, upon giving SOURCE
twelve months' prior notice, whereupon SOURCE shall be obligated
to purchase the same, for US dollars equal to Surforama's
proportionate share of the net book value of the
Corporation with no amount included for goodwill,
calculated at the close of the year.
17. Primary Revenue Source:
The primary revenue source of the corporation will be from
the online advertising revenue and sponsorships generated
from online traffic. The corporation will also be selling
products and services to the SCOREr members which a portion
of the revenue generated will be paid back to SOURCEr to be
distributed to its independent sales organization. These
services will include pay to surf, pay to email, and pay to
click/view, and similar programs and services.
18. Distribution of Profits
(1) Unless the parties agree otherwise, at the annual
shareholders' meeting following the close of each year,
they shall cause the Corporation to distribute to the
parties, in proportion to their equity ownership, an
amount equal to 30% of the total net after-tax profits
for the year less any accumulated losses from prior years
and less current contributions to reserves approved by
the Board.
(2) Upon distribution of dividends by the Corporation, or
should the Corporation be liquidated, or should Surforama
sell all or part of its equity interest in the
Corporation to SOURCE or some other enterprise, the
ordinary dividends, liquidation distributions or sales
proceeds (as the case may be) shall be freely
transferable from the Territory to Surforama in Canadian
dollars or other convertible currency, without imposition
or withholding of any taxes on the amounts transferred.
(3) Ordinary dividends, liquidation distributions and
proceeds from the sale of all or part of Surforama's
equity interest in the Corporation, shall be converted
into US dollars prior to their transfer to Surforama, at
the rate of exchange most favorable to Surforama at the
date of the transfer, but not less favorable to Surforama
than the exchange rate applied to Surforama's capital
contribution to the Corporation.
19. Duration of Corporation
The duration of the joint venture is 99 years. The
establishment of the joint venture shall start from the date
on which the business license of the Corporation is issued.
An application for the extension of the duration, proposed
by one party and unanimously approved by the board of
directors, shall be submitted to the six months prior to the
expiry date of the joint venture.
20. Liquidation of Corporation upon Expiration of Duration
Upon the expiration of the duration or termination before
the date of expiration of the joint venture, liquidation
shall be carried out according to the relevant law. The
liquidated assets shall be distributed in accordance with
the proportion of investment contributed by Surforama and
SOURCE.
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21. Confidentiality
(1) Confidential Information: All information other than
information generally known in the direct sales and
incentive/rebate industry or information made known by a
third party to either party other than a consequence of
the relationship between the parties supplied by or on
behalf of either party pursuant to this agreement
("Confidential Information") shall be treated as
confidential by the other party.
(2) Duty Not to Disclose: The parties covenant and agree
that no Confidential Information shall be disclosed to
anyone outside the organization of such party without the
prior written consent of the other.
(3) Reasonable Efforts: The parties agree to use all
reasonable efforts to take such action as may be
appropriate to prevent the unauthorized use and
disclosure of, and to keep confidential all such
Confidential Information, including:
(a) Ensuring that such Confidential Information is
disclosed only to responsible employees of the party
who have first been properly instructed to maintain
such Confidential Information in confidence;
(b) Not disclosing to any third party the terms and
conditions of this agreement;
(c) Not disclosing methods of manufacture or sale of
the Products including production and marketing plans;
and
(d) Safeguarding all documents against theft, damage
or access by unauthorized persons.
22. Termination
(1) This agreement shall terminate upon:
(a) Expiration and non-renewal of the license
agreement;
(b) Liquidation of the Corporation;
(c) Mutual agreement of the parties;
(d) Final decision by the arbitrators appointed
pursuant to this agreement that this agreement shall
terminate; or
(e) An event which substantially prevents the
Corporation from achieving its objectives. A failure by
one of the parties to fulfill its obligations under
this agreement shall be considered as an event
entitling the other party to terminate this agreement
only when such failure substantially prevents the
Corporation from achieving its objectives.
(2) The provisions of paragraphs 25 shall survive
termination and continue to bind the parties.
(3) Whether the party has terminated or has the right to
terminate this agreement shall be arbitral issues.
Therefore, notice of termination given by one party to
the other, if not accepted by the other, shall not
relieve the notifying party of its obligations to submit
the question to arbitration.
23. Dispute Resolution
All disputes, controversy or claims arising out of or in
connection with or in relation to the contract, including
any question regarding its existence, validity or
termination, shall be submitted to and be subject to the
jurisdiction of the courts of the state of California which
shall have exclusive jurisdiction in the event of any
dispute under this agreement. The parties irrevocably submit
to the jurisdiction of such courts to finally adjudicate or
determine any suit, action or proceedings arising out of or
in connection with this
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agreement. [Alternatively, the parties may agree to submit the
matter to arbitration in accordance with the Rules of Conciliation
and Arbitration of the International Chamber of Commerce by one or
more arbitrators appointed in accordance with the said Rules.]
24. Costs Incurred for this Agreement
Each party shall bear its own costs incurred in preparing
and negotiating this agreement, and obtaining government
approvals. All costs incurred in taking the formal legal
steps required to establish the Corporation shall be borne
by the Corporation.
25. Representations and Warranties
(1) Each party represents and warrants that it has the full
legal power and authority to enter into this agreement,
and to perform its obligations (subject only to obtaining
certain governmental licenses and authorizations as
referred to in this agreement), and that this agreement
when signed by both parties will be binding and
enforceable according to its terms.
(2) The SOURCE represents and warrants:
(a) That it has the ability to fulfill its obligations
as set forth in this agreement, and
(b) That it has not entered into a similar agreement
with any other entity for the same purposes.
26. Excusable Delay
In case of force majeure preventing or hindering either
party from performing its obligations under this Agreement,
the affected party may give written notice to the other
containing reasonable particulars of the force majeure in
question and the effect of such force majeure as it relates
to the obligations of the affected party and such force
majeure shall not constitute a default, provided that the
party affected by the xx- xxx makes reasonable efforts to
correct the reason for such delay. Such notice shall entitle
the affected party to suspend deliveries or payments, as the
case may be. For the purpose of this agreement, "force
majeure" shall mean any of the following events beyond the
control of the parties:
(a) Lightning, storms, earthquakes, landslides,
floods, washouts and other acts of God;
(b) Substantial or material fires, explosions,
breakage of or accidents to plant, machinery, equipment
and storage of the supplier;
(c) Strikes, lockouts or other industrial disturbances
of the supplier;
(d) Civil disturbances, sabotage, war, blockades,
insurrections, vandalism, riots, epidemics;
(e) Inability to obtain supplies necessary to
manufacture and package the Products at the supplier's
plants, if inability is industry wide among similar
manufacturers or inability to obtain electric power,
water, fuel or other utilities, or services necessary
to operate the plants, and
(f) Any other material event that could reasonably be
considered to be force majeure by reason that it is
beyond the control of the party affected;
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But shall not include the inability of either party to
obtain financing or any other financial inability on the
part of either party.
27. Capitalization/Performance Clause
If Surforama is unable to provide the financing for this
corporation within 90 days, this agreement will be
automatically void.
However, SOURCE acknowledges at Source's choice, SOURCE
will continue to use this corporation's site as long as the
site is operating professionally.
28. Assignment
This agreement is not assignable by either party, either
directly or indirectly, without the written consent of the
other, which may be arbitrarily withheld.
29. Interpretation not Affected by Headings
The division of this agreement into paragraphs and the
insertion of headings are for convenience of reference only
and shall not affect the construction or interpretation of
this agreement.
30. Applicable Law
This Agreement is made, executed, and delivered in NewHall,
California, United States and any controversy arising
hereunder or in relation to this Agreement shall be governed
by and construed in accordance with the domestic laws of the
state of California.
31. Entire Agreement
This Agreement constitutes the entire agreement of all the
parties with respect to the subject-matter hereof and,
except as herein stated and in the instruments and documents
to be executed and delivered pursuant hereto, contains all
of the representations, undertakings and agreements of all
parties hereto respecting the subject-matter hereof. There
are no representations, undertakings or agreements of any
kind between all the parties hereto respecting the subject-
matter hereof except those contained herein.
The corporation acknowledges that there is Reciprocal Rebate
Agreement that has been signed in addition to this agreement
which the terms and conditions stands alone as a independent
agreement.
32. Severability
The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of
any other provision.
33. Notices
(1) Any notice or other documents required or permitted to
be given hereunder shall be in writing and shall be
delivered, mailed by pre-paid registered mail, return
receipt requested or sent by facsimile transmission
addressed to the party or parties to whom
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it is to be given at the address shown below or at such other
address or addresses as the party or parties to whom such writing
or document is to be given shall have last notified all
other parties hereto in accordance with the provisions of
this section:
(a) If to SOURCE at: 00000 Xxx Xxxxxxxx Xxxx, Xxxxxxx,
XX 00000
(b) If to Surforama at: Xxxxx 000 - Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx X0X 0X0, and
(2) Any such notice or other document shall:
(a) If delivered, be deemed to have been given and
received at the place of receipt on the date of
delivery, provided that if such date is a day other
than a business day in the place of receipt, such
notice or document shall be deemed to have been
given and received at the place of receipt on the
first business day in the place of receipt,
thereafter;
(b) If transmitted by facsimile transmission, be
deemed to have been given and received at the place
of receipt on the next business day in the country
of receipt, following the day of sending, provided
that the sender has received telephone confirmation
from the recipient of receipt of same on or before
the date transmission is deemed to have been
received as above, and
(c) If mailed, be deemed to have been given and
received at the place of receipt on the date of
actual receipt.
(3) In the event of postal disruption, such notices or
documents must either be delivered personally or sent by
facsimile transmission.
34. Amendment of Agreement
None of the terms, conditions or provisions of this
agreement shall be held to have been changed, waived,
varied, modified or altered by any act or knowledge of
either party, their respective agents, servants or employees
unless done so in writing signed by both parties.
35. Waiver of Breach
No waiver on behalf of any part of any breach of the
provisions of this agreement shall be effective or binding
on such party unless the same shall be expressed in writing
and any waiver so expressed shall not limit or affect such
party's rights with respect to any future breach of any of
the provisions.
36. Further Assurances
Each of the parties covenants and agrees that he, his, hers,
executors, administrators, successors and permitted assigns
will execute such further documents and do and perform or
cause to be done and performed such further and other acts
as may be necessary or desirable from time to time in order
to give full effect to the provisions of this agreement.
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37. Successors and Assigns
This agreement shall be binding on and ensure to the benefit
of the successors and assigns of both parties and all
persons or corporations succeeding to or acquiring the
business now carried on by Surforama or SOURCE.
IN WITNESS WHEREOF, XXXXXXXXX.XXX INC., intended to be
bound, have caused this Agreement to be executed in
duplicate originals by their duly authorized representatives
as of the day and year first written above.
For: Xxxxxxxxx.xxx Inc For: Source
Name: Xxxxxx Xxx Name: Xxxxxxx Xxxxxxx
Title: President C.E.O. Title: Owner C.E.O.
Xxxxx 000-0000 Xxxx 00xx Xxxxxx 00000 Xxx Xxxxxxxx Xxxx,
Xxxxxxxxx, XX Xxxxxxx
Xxxxxx, X0X 0X0 XX 00000
Phone: (000) 000-0000 Phone: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
Signature: /s/ Xxxxxx Xxx Signature: /s/ Xxxxxxx Xxxxxxx
------------------- -------------------
/s/ Xxxx Xxxxxx
-----------------------
Xxxx Xxxxxx
Vice President
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