JOINT VENTURE AGREEMENT
Transaction Code: GPT/EKO-200107
THIS AGREEMENT made this 10th day of July, 2001
BETWEEN (Ekodia), a body corporate, duly
registered in the Province of Guangdong, China and
having its head office at Room 000, Xxxx Shan
Plaza, Xx. 00 Xxxxxxx Xxxxx Xxxx, Xxxxxxxxx,
000000, Xxxxx.
(Hereinafter called "Ekodin")
AND GLOBAL PACIFIC TELECOM, INC., a body corporate
duly incorporated I the Province of British
Columbia, Canada and having its head offices at
Xxxxx 000, 000 Xxxx Xxxxxxxx, Xxxxxxxxx, XX,
Xxxxxx. (Hereinafter called "Global")
WHEREAS the parties Ekodin and "Global" warrant
and represent that:
1. Ekodin is the organizer and host of Cybercamp
2001 in China, a facility to host summer camp
teach English and computer courses to local
Chinese students in 2-week curricula.
2. Global Pacific Telecom, Inc., a body
corporate having its head offices in Vancouver,
Canada, agrees to joint venture with Ekodin for
the purposes of implementing the Cybercamp 2001
project in China.
THEREFORE, THIS AGREEMENT WITNESSETH that in
consideration of the premises and the covenants
and agreements contained in this Agreement, the
parties covenant and agree with each other as
follows:
SECTION 1 - GENERALITIES
1.1 Both Ekodin and Global agree to host the
summer campt (hereinafter referred to as
"cybercamps") to be established in China, for the
year 2001
1.2 Ekodin shall advance all expenses necessary
for the estalishment and operation of the
cybercamps project, which shall come into being in
the year 2001 in china.
1.3 Ekodin has an option to hold the cybercamps
established in the year 2001 under the auspices of
Global's Training Center license to operate the
cybercamps.
1.4 Ekodin shall hold a special resolution to
consent to pay to Global 10% of all gross profit
(less applicable tax) derived from the operation
of all cybercamps established in the year 2001.
1.5 Ekodin reserves the right to vend in future
Cybercamps and/or Training Centers throughout
China into the joint venture. Terms and
conditions to be negotiated at that point in time.
1.6 Ekodin to be appointed as a director of
Global in the event that Ekodin commits in writing
and by special resolution to vend into the joint
venture future Cybercamps and/or Training Centers
throughout China.
1.7 Global shall hold a special resolution to
effect the transfer of 2 million shares (free-
trading shares upon Global being "effective" as
public company by SEC) to Ekodin with immediate
effect on signing of contract. However, should
Ekodin not advanced to the stage of revenue-
generating within 3 months of execution of the
Memorandum of Understanding signed on June 30,
2001, upon Global's option and demand, Ekodin
shall return the said 2 million shares to Global.
1.8 Global shall hold an ordinary resolution to
transfer the amount of C$5,000 to Ekodin upon
signing of this greement as a show of good faith
for the recognition of the sharing of the revenue
to be derived from the Cybercamps 2001 project
joint ventured between the Ekodin and Global.
1.9 In regards to any press releases by Global
on the subject matter or on related issues with
Ekodin, prior written approval shall be obtained
from Ekodin.
SECTION 2 - REPRESENTATIONS AND WARRANTIES
In order to induce the parties to enter into and
consummate this Agreement, both parties represent,
warrant to and covenant with each other as
follows:
2.1 Ekodin is a company duly incorporated and
organized under the laws of the Province of
Guangdong, People's Republic of China, is not a
reporting company and is a valid and subsisting
company in good standing with the Office of the
Registrar of Companies of the Province of
Guangdong, China.
2.2 Ekodin can legally carry on business in all
the provinces of the People's Republic of China
and does not carry on busines sin any other
country.
2.3 Ekodin currently holds the sole right or
sole franchising rights from Cybercamp USA to
utilize the name Cybercamp in China for the
purposes of providing short summer camp courses to
students.
2.4 Ekodin holds sufficient right and authority
to enter into this Agreement on the terms and
conditions set forth in this Agreement and to
transfer the legal and beneficial ten percent
(10%) share of the gross profit to Global.
2.5 Both Ekodin and Global hold all licenses and
permits (including operating authorities) required
for carrying on the business in the manner in
which it has heretofore been carried on and all
such licenses and permits are in good standing.
2.6 Both Ekodin and Global are not in breach of
any laws, ordinances, statutes, regulations, by-
laws, orders or decrees to which it is subject or
which apply to it.
2.7 Ekodin has not experienced nor is it aware
of any occurrence or event, which has had, or
might reasonable be expected to have, a materially
adverse effect on the cybercamps project or the
results of its operations.
2.8 The performance ofthis Agreement will not be
in violation of the Memorandum of Articles of
Ekodin or Global Pacific Telecom, Inc.
2.9 This Agreement has been duly executed and
delivered by both parties and is a valid and
binding obligation on both parties, enforceable in
accordance with its terms.
2.10 Global is a company duly incorporated under
the law of the Province of British Columbia,
Canada, is not a reporting company and is a valid
and subsisting company in good standing with the
Office of the Registrar of Companies of the
Province of British Columbia, Canada.
2.11 Global can legally carry on business in the
Province of British Columbia, Canada, its
subsidiary companies 33online Communications Inc.
is federally registered in Canada and registered
in the States of Washington, Delaware, Nevada and
California in the United States of America.
2.12 Global holds sufficient right and authority
to enter into this Agreement on the terms and
conditions set forth in this Agreement and to
transfer the legal and beneficial two (2) million
shares of the common stock of Global to Ekodin.
2.13 Global has not experienced nor is it aware
of any occurrence or event which has had, or might
reasonably be expected to have, a materially
adverse effect on the business or the results of
its operations.
SECTION 3 - CLOSING ARRANGEMENTS
3.1 Closing - shall be defined as the date that
both parties have accepted, signed and set seal to
this Agreement no later than July 10th, 2001. On
this date, the Agreement shall be deemed
"executed".
3.2 Share Certificate/Cash Consideration - upon
fulfillment of all conditions set out in this
Agreement which have not been waived, and under
the provisions of Articles 1.7 and 1.8, Directors
for the issuance of share certificate(s) in total
of two (2) million shares of Global's stock and
cash sum of C$5,000.00. Official stock
certificate(s) issued by the company Stock
Transfer Agent shall follow in due course,
providing Global will issue a temporary stock
certificate upon after execution of this
Agreement. The cash sum of C$5,000.00 shall be
wired transferred to Ekodin within 5 banking days
after the execution of this Agreement.
SECTION 4 - GENERAL CONDITIONS
4.1 Reliance. Ekodin Acknowledges and agrees
that Global has entered into this Agreement
relying on the representations, warranties,
covenants and agreement and other terms and
conditions of this Agreement and that no
information which is now known, which may become
known or which could be after investigation have
become known to the parties or any of their
present or future officers, directors or
professional advisors shall in any way limit or
extinguish any rights any of them may have against
Ekodin, including without limitation, any right to
indemnity under Article 4.3 of the Agreement.
4.2 Survival of Representations. The
representations, warranties, covenants and
agreements of Ekodin contained in this Agreement
and any document or certificate given under this
Agreement shall survive the closing of the
transactions contemplated by this Agreement and
remain in full force and affect notwithstanding
any waiver by the parties unless such waiver was
made after notice in writing by Ekodin to Global
setting forth the breach.
4.3 Indemnification. Ekodin covenants and
agrees to indemnify and save harmless Global from
any loss, damages, liabilities, costs and expenses
(including without limitation any tax liability)
suffered Global directly or indirectly s a result
of or arising out of any breach of representation,
warranty, covenant or agreement of Ekodin
contained in this Agreement or any document or
certificate delivered under this Agreement.
4.4 Commissions, Legal Fees. Each of the
parties will bear the fees and disbursements of
their respective lawyers, accountants and
consultants engaged by them respectively in
connection with this Agreement and will not cause
or permit any such fees or disbursements to be
charged by either party to the other party.
4.5 Notices. Any notice, direction or other
instrument required or permitted to be given under
this Agreement shall be in writing and may be
given by mailing the same postage prepaid or
delivering the same addressed as follows:
To Ekodin: Ekodin
Rm. 808, Dong Shan Xxxxx
Xx. 00, Xxxxxxx Xxxxx Xxxx
Xxxxxxxxx, 000000 Xxxxx
To Global: Global Pacific Telecom, Inc.
Xxxxx 000, 000 Xxxx Xxxxxxxx
Xxxxxxxxx, XX, X0X0X0
Or to such other address as a party may specify by
notice and shall be deemed to have been received,
if delivered, on the date of delivery if it is a
business day and otherwise on the next succeeding
business day and, if mailed, on the fifth business
day following the posting of the notice except if
there is a postal dispute, in which case all
communications shall be delivered.
4.6 Time of Essence. Time shall be of the
essence in this Agreement.
4.7 Further Assurances. Each of the parties
will execute and deliver such further documents
and instruments and do such acts and things as
may, before or after the Closing Date, be
reasonably required by another party to carry out
the intent and meaning of this Agreement and to
assure the parties interest.
4.8 Proper Law. This Agreement shall be
construed and enforced in accordance with, and the
rights of the parties shall be governed by the
laws of Hong Kong.
4.9 Benefits and Binding Nature of the
Agreement. This Agreement shall ensure to the
benefit of and be binding upon the parties and
their respective successors and assigns.
4.10 Force Majeure. In case situation arising
from Force Majeure occur, the Parties are governed
according to the resolutions stated by
International Chamber of Commerce-Publication
#500, Latest edition to apply.
4.11 Arbitration. All disputes and
discrepancies that may arise out of the Agreement
shall attempt to be settled by negotiation. In
the event that no settlement can be reached by
negotiation, then the case shall be referred to
the Arbitration Board of Hong Kong, whose decision
shall be final.
4.12 Accounts and Audits. Ekodin shall retain
a clear set of books pertaining to the joint
venture complete with audited annual financial
statements by an international accounting firm.
Global shall have direct access to Ekodin's
complete financial records for the subject joint
venture. Global retains the right to appoint its
representative(s) to review any or all records
pertaining to the joint venture.
4.13 General Condition. After the Agreement
has been signed, all previous negotiations and
correspondence pertaining to the same are to be
considered null and void. All Amendments and
supplements to Agreement are valid only if are
made in writing and signed by both Ekodin and
Global.
IN WITHNESSTH WHEREOF the parties hereto have
hereunto set their hands and seals as of the day
and year first above written.
Ekodin
Its Common Seal was hereunto affixed in the
presence of:
/s/-------------(unreadable)
-----------------------------
Authorized Signatory
/s/------------(unreadable)
-----------------------------
Authorized Signatory
GLOBAL PACIFIC TELECOM, INC.
Its Common Seal was hereunto affixed in the
presence of:
/s/Xxxxx Xxxxx
----------------------------
Authorized Signatory
/s/Xxx X Xxxx
---------------------------
Authorized Signatory
