EXHIBIT 10(ii)
GLOBAL MEDIA CORP.
OFFERING SALES AGENCY AGREEMENT
This Agreement is made by and between GLOBAL MEDIA CORP. a Nevada
Corporation ("the Company") and Pacific Rim Investments, Inc., a
Corporation organised under the laws of the Republic of Vanuatu (the "Sales
Agent") concerning an offering of Shares of the Company's Common Stock to
be conducted by the Sales Agent (the "Shares" and the "Offering").
The Parties Agree as follows:
1. ENGAGEMENT AS SALES AGENT. Pacific Rim Investments, Inc., is
hereby engaged by the Company as a Sales Agent for the Offering to sell up
to 12,000 Common Shares at a price to the Purchasers thereof of $0.25 U.S.
per Share. The Sales Agent's engagement shall be on a "best efforts"
"continuous offering" basis. This Agreement shall terminate when all of the
Shares to be offered pursuant to this Agreement are sold unless terminated
earlier pursuant to this Agreement. The Sales Agent will promptly deliver
funds by noon of the third business day following it's receipt into an
account of the Company, and all payments will be made by wire transfer of
funds to the Company. Promptly upon execution of this Agreement, the
Company shall cause such certificates representing 49,400 Shares of Common
Stock to be issued in the name of the Sales Agent. Such certificates shall
be free of any restrictive legend as to it's transferability. However, the
Company's Transfer Agent shall prohibit the transfer of Shares except as
certified by the Sales Agent and the Company of the sale of the Shares
pursuant to this Offering and as set forth in Paragraph below.
2. COMPLIANCE WITH SECURITIES LAWS. The Company and the Sales Agent
have and will comply with all necessary or desirable statutory or
regulatory requirements in the United States of America ("United States"),
the Republic of Vanuatu and each state or nation in which the securities
may be offered or sold in connection with the Offering. The Sales Agent
will not act without having received all such consents or approvals of
governmental or other agencies, persons or institutions which may be
reasonably considered necessary or desirable in connection with the
Offering and such consents or approvals having been received in terms
acceptable to the Company and the Sales Agent and being in full force and
effect. The Company and the Sales Agent agree that the Offering shall be
conducted in the Republic of Vanuatu and that the Sales Agent shall provide
a legal opinion acceptable to the Company as to compliance with all
relevant laws of the Republic of Vanuatu.
3. MATERIAL INFORMATION AND OFFERING MATERIALS. The Company has
provided the Sales Agent with all material information regarding the
Company, it's operations, management, principal owners, financial condition
and business plans. Upon request of the Sales Agent, the Company shall
prepare an Offering Memorandum which fully and fairly describes the
Company, the securities and terms of the Offering in compliance with the
requirements of Regulation D of the United States Securities and Exchange
Commission (the "Memorandum"). The Company will prepare and deliver to the
Sales Agent as many copies of the Memorandum as the Sales Agent may
reasonably require. The Sales Agent shall not prepare or use a Memorandum
or other sales material without the prior review and written consent of the
Company.
4. SALES COMMISSION. The Sales Agent shall be paid a sales
commission of 1% of the sales price per Share for each Share sold by the
Sales Agent in the Offering. The commission shall be deducted from the
proceeds of the Sale of the Shares deposited from time to time by the Sales
Agent with the Company and accompanied by an accounting of the sales and
commissions deducted therefrom.
5. DUE DILIGENCE COOPERATION. The Company agrees that all documents
and other information relating to the Company's affairs have been and will
be made available upon request to the Sales Agent at the Sales Agent's
office and copies of any such documents will be furnished upon request to
the Sales Agent. Included within the documents which must be made available
as soon as possible to the extent not already in the possession of the
Sales Agent are at least the Company's Articles of Incorporation and all
amendments thereto, the Company's By-Laws and all amendments thereto,
Minutes of all the Company's Incorporates, Directors and Shareholders
Meetings, all financial statements of the Company, and correct copies of
any material contracts or agreements to which the Company is a party.
6. SALES & BENEFICIAL OWNERSHIP RECORDS. Within 30 days of the
completion or termination of the Offering, the Sales Agent shall provide
the Company with an accurate account of all sales made in the Offering.
Such account shall indicate the name and address of each individual
purchaser, the number of Shares purchased and whether the certificate or
certificates evidencing the Shares purchased are to be issued to the
purchasers in joint tenancy or otherwise. In the event the purchaser is
reasonably believed to be subject to U.S. income taxation, the Sales Agent
shall also provide the purchaser's social security number or taxation ID
number of the Purchaser. In the event, that Purchasers do not elect to
receive individual certificates for Shares purchased, the Sales Agent shall
continue to hold the certificates for the Shares as the Record Owner on
behalf of the Beneficial Owner(s) who are such Purchaser(s) as have elected
for the Sales Agent to hold the Shares. The Sales agent shall promptly
notify the Company of changes to the Beneficial Owners for whom it serves
as record owner and shall indemnify and hold harmless the Company and it's
Transfer Agent form all liability arising from it's holding Shares on
behalf of the Purchasers thereof.
7. COMPANY'S EXPENSES. The Company agrees that it will bear all
costs and expenses incident to the issuance, offer, sale and delivery of
the Shares, including all expenses, fees and legal council fees of
qualification under securities laws, the fees and disbursements of legal
counsel and accountants for the Company, the cost of preparing and printing
sales material or Memorandum and related exhibits, including all amendments
and supplements to the Memorandum, the cost of printing as many Memorandums
as the Sales Agent reasonably may deem necessary, and the expenses incurred
by Company representatives in attending a reasonable number of "due
diligence" meetings (which shall include all expenses of presentations
reasonably specified by the Sales Agent) with the Sales Agent's
representatives and any other expenses customarily paid by an issuer.
8. SALES AGENT EXPENSES. The Sales Agent shall pay it's own
expenses including all mailing, telephone, travel and clerical costs and
all other office costs incurred or to be incurred by the Sales Agent or by
it's sales personnel in connection with the Offering as well as all fees
and expenses of any legal counsel whom it may employ to represent it in
connection with the Offering.
9. RIGHT OF INSPECTION. For a period of five years after the date
of this Agreement, the Sales Agent will have the right, at the Sales
Agent's expense, to have a person or persons selected by the Sales Agent,
review the books and records of the Company, provided that the Sales Agent
may cause such review no more than once in any twelve (12) month period.
10. FINDER. The Company and the Sales Agent represent to each other
that no person has acted as a finder in connection with this Agreement and
each will indemnify the other party with respect to any claim for finders
fees in connection herewith.
11. INDEMNIFICATION. The Parties agree to indemnify, defend, and
hold each other and each person, if any, who controls the Company or the
Sales Agent, free and harmless from and against any and all losses, claims,
demands, liabilities, and expenses (including reasonable legal or other
expenses incurred in connection with defending or investigating any such
claims or liabilities, whether or not resulting in any liability to the
Party or controlling
person(s) which the Party or controlling person(s) may incur under the
United States law, U.S. State Securities Laws, common law or Vanuatu law or
otherwise, but only to the extent that such liabilities arise out of or are
based upon any untrue statement or alleged untrue statement of a material
fact (or omission of a material fact necessary to make the statements not
misleading) contained in any document prepared pursuant to this Agreement;
provided, however, that this indemnity agreement shall not apply to
statements or omissions made in reliance upon information furnished by
either Party, in writing, expressly in use for any document prepared
pursuant to this Agreement. The foregoing indemnity shall not be deemed to
protect Party or controlling person(s) to which either Party would
otherwise be subject by reason of wilful misfeasance, bad faith, or gross
negligence in the performance of their duties, or by reason of their
reckless disregard of their obligations and duties under this Agreement;
and such indemnity shall further not apply to any violations, statements or
omissions made in reliance upon written information furnished to either
Party expressly for use in any documents prepared pursuant to this
Agreement. Each Party and their controlling person(s) agree to give the
other Party and their controlling person(s) an opportunity to participate
in the defence or preparation of the defence of any action brought to
enforce any such claim or liability for which the Parties have agreed to
indemnify and defend, and each Party shall have the right so to
participate. The agreement of each Party under the foregoing indemnity is
expressly conditioned upon notice of any such action having been sent by
the Party or controlling person(s), as the case may be, to the other Party,
promptly after the commencement of such action against either Party or
controlling person(s), such notice either being accompanied by copies of
papers served or filed in connection with such action or by a statement of
the nature of the action to the extent known to the Party. Failure to
notify the other Party within a reasonable amount of time of any such
action shall relieve the other Party of it's respective liabilities under
the foregoing indemnity, but failure to notify the other Party shall not
relieve it from any liability which it may have to the other Party or
controlling person(s) other than on account of this indemnity provision.
Neither Party shall be liable for amounts paid in settlement of any such
claim if such settlement was effected without it's prior notification. The
provisions of this paragraph shall not in any way prejudice any right or
rights which either Party may have against the other Party under any
Federal or State securities law, at common law or otherwise.
12. NOTICE OF LEGAL PROCEEDINGS. It is agreed that the Company and
the Sales Agent will each advise the other party immediately and confirm in
writing the receipt of any threat of or the initiation of any steps or
procedures which would impair or prevent the right to offer the Shares or
the issuance of any orders or other prohibitions, preventing or impairing
the proposed offering, by the SEC or any other regulatory authority. In the
case of the happening of any such event, neither the Company nor the Sales
Agent will acquiesce in such steps, procedures or suspension orders and
each party agrees to actively defend any such actions or orders unless both
parties agree in writing to the acquiescence in such actions or orders.
13. CANCELLATION. If for any reason the Company or the Sales Agent
decides in their sole discretion not to proceed with the Offering, such
party shall provide written notice of such termination to the other party.
The Company nor the Sales Agent shall have any liability to the other if
either decides not to proceed with the Offering for any reason whatsoever.
14. NOTICES. All notices hereunder shall be in writing and be
delivered or mailed, certified mail with return receipt requested, to the
following addresses, or be by telegram sent to the following addresses with
written confirmation thereafter forwarded:
To the Company: President
Global Media Corp.
Unit 29 - 0000 000xx Xxxxxx
Xxxxxxxxxx, X.X., Xxxxxx
X0X 0X0
To the Sales Agent: Pacific Rim Investments, Inc.
0xx Xxxxx, Xxxxxxx Xxxxx,
Xxx Xxxxx Xxxxxx, Box # 782,
Port Vila, Vanuatu, South Pacific.
15. INDEPENDENT STATUS OF PARTIES. Nothing in this Agreement shall
render either Party a general partner of the other. Nor shall either Party
be a general agent for the other, nor any agency authority be deemed given
to the other Party except as expressly set forth in this Agreement or by
subsequent written authorization of either Party.
16. DISPUTE RESOLUTION. Any dispute or controversy arising out of or
relating to this Agreement, or any breach of this Agreement shall be
settled by negotiated and good faith use of dispute resolution alternatives
prior to litigation. Any Party who fails to proceed in good faith with
alternative dispute resolution as determined by a Court with jurisdiction
or by the competent Finder of Fact in Arbitration shall be liable to the
non-breaching Party for the cost of defending the claim in dispute
regardless of the outcome of said dispute resolution.
17. ENTIRE AGREEMENT. This Agreement contains the entire Agreement
among the parties which may not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver.
18. GOVERNING LAW. This Agreement shall be construed in accordance
with, and governed by, the laws of Nevada.
19. BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective personal
representatives and assigns, except as above set forth.
20. COUNTERPART SIGNATURES. This Agreement may be executed in any
number of counterparts of the signature page, each of which shall be
considered an original. In addition, a signature transmitted by fax
identifying the source thereof shall be considered an original signature.
EXECUTED BY THE PARTIES AS SET FORTH BELOW AS OF THIS 25th DAY OF April,
1997.
GLOBAL MEDIA CORP. Pacific Rim Investments, Inc.
By By
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Xxxxxxx Xxxxxxxx
(President\Sec.\Treasurer)
