SIMULATOR PURCHASE AGREEMENT
(JOINT VENTURE)
BY AND BETWEEN
JET AVIATION TRADING, INC.
(BUYER)
AND
FERSAM INTERNATIONAL LTD.
(SELLER)
(VENDOR)
INDEX
ARTICLE 1. SCOPE OF AGREEMENT
ARTICLE 2. DEFINITION OF PURCHASE
ARTICLE 3. OWNERSHIP
ARTICLE 4. INSURANCE
ARTICLE 5. PURCHASE PRICE
ARTICLE 6. MUTUAL UNDERSTANDING
ARTICLE 7. GUARANTEE
ARTICLE 8. TERM
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This agreement ("Agreement") is entered into this 1st day of November 1996
by and between JET AVIATION TRADING, INC. ("BUYER") having its principal place
of business at: 0000 X.X. 000xx. Xxxxx, Xxxxx, Xxxxxxx 00000, XXX and FERSAM
INTERNATIONAL LIMITED ("SELLER") having its principal place of business at:
PA VERKUYLLAAN (XXXXXX), 51-55 (FERSAMLAAN, 1171 EB BADHOEVEDORP, THE
NETHERLANDS.
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ARTICLE 1. SCOPE OF AGREEMENT
Seller is the owner of one (1) DC10-30 flight simulator manufactured by CAE
Electronics LTD; and which is more fully described in Exhibit "A". Seller wishes
to sell one-half (50%) ownership of this simulator to the buyer.
ARTICLE 2: DEFINITION OF PURCHASED MATERIAL
One (1) DC10-30 six axis flight simulator ("Material") manufactured by CAE
Electronics to include all attaching hardware, computer system, computer
software, visual system, canopy axis mechanism and all equipment required to
operate the simulator.
ARTICLE 3. OWNERSHIP
Seller warrants that Seller currently and forever in the future will
maintain title of the Material free and clear of any liens or encumbrances.
Both Seller and Buyer are restricted from encumbering or restricting free and
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clear title. Upon signature of this agreement, Seller will convey one-half (50%)
ownership of the Material to Buyer. Buyer and Seller will equally participate in
all revenues generated from the sale, lease or disassembly of the Material.
Buyer and Seller will equally participate in all expenses incurred relative to
the Material's storage, transport, sale and/or maintenance.
ARTICLE 4. INSURANCE
Seller agrees to maintain adequate casualty, loss and transport insurance
during the term of this agreement.
ARTICLE 5. PURCHASE PRICE
Seller agrees to sell to Buyer one-half (50%) interest in this Material for
the sum of Two Hundred Twenty-Five Thousand dollars ($225,000.00). Seller agrees
to accept payment of this sum from the Buyer in the form of U.S. currency and
equity. It is agreed between the Buyer and Seller that the sum of U.S. currency
and equity to be conveyed to the Seller by the Buyer is defined as follows:
A) U.S. Currency: $125,000.00 payable in increments of $50,000.00 at
contract signing and $75,000.00 payable within 45 days thereafter.
B) Equity: $100,000.00 payable in the form of equity in the Buyers newly
formed company, JET AVIATION TRADING, INC. Such equity will be the
equivalent number of common stock shares as valued at the initial offering
price. The initial offering per share price is estimated at +/- $2.50.
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ARTICLE 6. MUTUAL UNDERSTANDING
It is mutually agreed between the Buyer and the Seller that each party will
endeavor to market, promote and sell the material with the sole intent to
achieve the highest possible financial rate of return. Both parties of this
agreement will agree by mutual consent, such issues as sale price, terms and
conditions of each potential revenue producing transaction.
ARTICLE 7. GUARANTEE
Should the Seller at any time after April 30, 1997 desire to "convert" the
equity portion of this transaction as described in ARTICLE 5 to U.S. currency,
the Buyer hereby guarantees to purchase one hundred percent (100%) of the common
stock shares originally issued to the Seller for the named value of $100,000.00.
Such amount will be paid to Seller within thirty (30) days after such notice is
provided to Buyer.
ARTICLE 8. TERM
This agreement will remain in effect until the Material is fully divested
either by sale or other mutually agreed upon events.
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The foregoing accurately represents the general terms, condition and synergy
of the herein described transactions.
IN WITNESS WHEREOF, the parties hereto have agreed as of the date first
shown above.
FOR: JET AVIATION TRADING, INC.
--------------------------
BY: /s/ XXXXXX X. XXXXXX
--------------------------
NAME: XXXXXX X. XXXXXX
--------------------------
TITLE: PRESIDENT
-------------------------
DATE: NOVEMBER 14, 1996
-------------------------
FOR: FERSAM INTERNATIONAL, LTD.
--------------------------
BY: /s/ NAZIE EL MASRY
--------------------------
NAME: NAZIE EL MASRY
--------------------------
TITLE: PRESIDENT
-------------------------
DATE: NOVEMBER 14, 1996
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