EXHIBIT 10.14 BUSINESS COOPERATION AGREEMENT BETWEEN COMPANY AND VENRO
PETROLEUM CORPORATION
BUSINESS COOPERATION AGREEMENT
THIS BUSINESS COOPERATION AGREEMENT "BCA" is made and entered into by and
between Xxxxxxxx Digicom, Inc., is a Nevada Corporation, NASDAQ/OTC symbol
"XXXX" whose address is 0000 Xxxxxxxx Xxxxxx, Xxxxx 0-000X Xxxxx Xxxx,
Xxxxxxxxxx 00000 hereinafter referred to as "First Party" or " Xxxxxxxx
Digicom" or " XXXX"; and
Venro Petroleum Corporation, whose address is 00 Xxxxxxxxxxx Xxxxx (000 Xxxxx
Xxx) Xxxxx 0000, Xxx Xxxx XX 00000, tel: 000-000-0000 Fax: 000-000-0000
hereafter referred to as " Second Party" or " Venro ".
WITNESSETH:
The BCA Partners herein are desirous to conduct a business operation together
and it is agreed by the BCA Partners herein that the most desirous form of
agreement for conducting the business operation is by and through a business
cooperation agreement under the laws of the United States of America and shall
abide by all laws in other countries where both BCA Partners agree herein to
operate.
WHEREAS, the BCA Partners herein are desirous to keep their separate identity,
however, through this business cooperation agreement coordinate together to
strengthen their overall position in the business community; and
WHEREAS, the First Party has be responsible for approved project funding and
managing director of this agreement and shall make available the complete
"XXXX" of products and services for marketing as the contribution to a business
enterprise for 80% ownership in all project approved in through this BCA; and
WHEREAS, the Second Party has special abilities and experience in sales,
marketing of Xxxxxxxx Services worldwide through their business and personal
relationships; and
WHEREAS, the BCA Partners have heretofore begun the operation of a business
enterprise under the terms, conditions, and covenants of this BCA Agreement;
and
WHEREAS, it is the intention of the BCA Partners that this Agreement shall
supersede and replace any and all prior agreements of the BCA Partners, whether
oral or written; and
WHEREAS, each Partners represents and warrants that he is acquiring his
interest in the business cooperation for his own account, for investment,
and/or for further sale or distribution thereof; and
WHEREAS, it is the desire of the BCA Partners to define and set out their
relationship in writing and the circumstances under which they are operating,
as of the date of this Agreement; and
NOW THEREFORE, in consideration of the mutual terms, conditions, and covenants
hereinabove and hereinafter contained, the BCA Partners agree as follows:
ARTICLE 1
ORGANIZATION
Term. The BCA shall commence on the date of the last signature and this
agreement shall continue and remain in full force and effect until all the
purposes for which this venture has been undertaken have been accomplished and
completed or until terminated by mutual written agreement of the BCA Partners
herein.
Voting. Any reference herein to required numbers of business cooperation
interests necessary to take certain actions shall be deemed to include only
such interest of joint BCA Partners who are then entitled to vote pursuant to
the terms of this Agreement.
Fiscal Year and Accounting Method. The fiscal year of the BCA shall begin on
1st day of January and end on the 31 day of December each year. The accounting
method shall be on a accrual method or as required by CFO of the first party of
this agreement. This agreement shall be amended as require to allow Xxxxxxxx
Digicom, Inc. to legal show activities on their consolidated financial
statements.
The BCA Partners under which the BCA shall be authorized to do business shall
be; Xxxxxxxx Digicom, Inc., BCA Partner. (hereinafter referred to as the
"Business" or "business").
Documents. The BCA Partners agree to execute any and all documents necessary
to carry out the terms, conditions, and intent of this agreement.
ARTICLE 2
OBJECT AND PURPOSE
Object and Purpose. The BCA is being created for, and shall have the power to
accomplish, the following objects and purposes:
To form and carry on a BCA pursuant to the Laws of the United States of
America and host nation of any venture. To begin, expand, increase, establish,
and carry on the BCA business of developing business opportunities for profit,
specifically to fund the operating capital needed for Communications systems,
services and product for the any nation or commercial entity worldwide.
In general, to do and perform everything which may be necessary, advisable,
incidental, suitable or proper for the conduct of (i) The BCA; and (ii) The
BCA's business; and (iii) To carry out any and all such other activities as may
be necessary to the business of the business cooperation.
Authority: The BCA Partners herein have agreed that the authority as pertaining
to this agreement shall be as follows:
There shall be one agreement working collectively but also separately, i.e.,
(i) this agreement shall be the authority for the BCA; and (ii) an agreement as
required by each venture to comply with the host nation under the guidelines of
this BCA.
This Agreement shall be the authority as pertaining to the Members and/or the
BCA partner's Interest during the establishment of each venture; and
This Agreement shall be the authority as pertaining to all aspects of the
Business, i.e. the policy and procedure agreement spells out, but is not
limited to, (i) Methods of operations; (ii) of the Compensation; (iii)
Disposition of the business, and (iv) Other covenants pertaining to the
business in the territories (v) authority to open bank accounts, or any other
such financial needs of the agreement. This agreement shall be a working
document and shall be assembled during the normal operations of business by
the senior management of each business venture. The agreement shall be made
available to first and third BCA Partners of this agreement and shall be
reviewed annually by the management committee of this business cooperation .
ARTICLE 3
MANAGEMENT COMMITTEE
All the BCA Partners hereby constitute and appoint as "Management Committee" of
the Business the following persons: This Management Committee shall act as a
Board level management group to oversee final decisions that could impact this
agreement. This committee shall have authority over all BCA Partners involved
in this business cooperation.
Xxxxxxxx Digicom, Inc. as part to the First Party, and shall have the rights to
select two persons. Xxxxxxxx Digicom, Inc. shall have the responsibility to
coordinate the administration and sales / marketing needs of the business
cooperation for growth and future expansion. Part to the Second Party shall
have the rights to select one person, and shall be the operating manager to
oversee the international field operations and sales/marketing, installation
for this business cooperation . Both BCA Partners shall be responsible to the
other to act in their best interest and report any major changes that could
effect this agreement in any material way. Both BCA Partners shall have full
authority to act on behalf of both BCA Partners in normal daily operations and
report to the committee on a monthly or quarterly basis. Consultants shall
each have right to select one person to the management committee. Parties shall
select a President/ CEO and/or other officers as needed for the venture. The
management committee elect a entity that shall be responsible for full
operations of normal daily sales and marketing of services. The Management
Committee agree to devote their services with agreed fees as hereinafter
provided. Meeting shall be held by teleconference or in person as required at
locations to be agreed by all parties.
The duties and obligations of the Business Management Committee are as follows:
To manage the business lawfully and in such a manner as to be profitable;
To maintain the books and records of the business and any and all other
covenants of this agreement;
To perform all normal administrative acts;
To open and maintain bank accounts for the business, to pay obligations of the
business, collect obligations owed to the business and compromise claims on
said collections;
To obtain, pay the cost from the business funds for preparation, and timely
file any necessary tax returns or informational filings for the business and to
furnish copies of Xxxxxxxx Digicom, Inc. to all joint BCA Partners;
To maintain insurance against liabilities, including insurance on any Real
Property, as agreed upon between the BCA Partners herein;
To employ accountants, legal counsel, managers, or other consultants to perform
services for the business and to compensate such employed persons from business
funds;
To determine and assess from time to time, as needed, additional required cash
contributions necessary or convenient to fulfill the objects and purposes of
the BCA and to set the time within which such contributions must be paid;
All decisions, including, but not limited to, purchase of assets by the BCA,
any loan or other obligation to be undertaken by the business cooperation,
shall require the approval of all of the Management Committee;
Distributions of any profits of the business cooperation during the term of
its existence shall be made at such times as the Management Committee shall
agree hereafter.
The Management Committee shall have full and complete irrevocable authority,
insofar as third persons are concerned, as the attorney-in-fact for the
business and for each of the BCA Partners to execute and deliver any and all
contracts, listing contracts, purchase contracts, letters of credit, bills of
laden, leases, notes, deeds of trust, mortgages, deeds, any evidence of
indebtedness or security, settlement statements, closing documents, settlement
or compromise agreements, assignments, specifically including but not limited
to those relating to the BCA business and to buy, sell, or convert to the use
of the BCA, as the case may be and to execute all documents, relating thereto
which the Management Committee in their sole discretion deem necessary or
appropriate. This actions shall be non recourse to the partners.
A quorum for any meeting of the Management Committee shall be the entire panel
of two Management Committee from each partner. However, in a dire emergency
(i.e., an absolute now or never situation) a quorum may be held with by
Xxxxxxxx Digicom, Inc., pending full approval by complete quorum.
The Management Committee shall keep a Business Meeting Binder. The Second
Party shall be appointed and act as secretary. All meetings, without
exception, of the Management Committee shall be recorded in written minutes.
All approved business, by the Management Committee, shall be in the form of
written "resolutions". All written "minutes" of meetings, and all written
"resolutions" passes or denied shall be placed in the Business Meeting Binder
according to date, time and place.
ARTICLE 4
CAPITAL CONTRIBUTIONS OF THE JOINT BCA PARTNERS Initial Capital
Contribution. The Partners shall contribute their experience time and effort to
assist in a final agreement to be executed by any entity or nation to do the
secure or non secure communications systems and other products offered by
Xxxxxxxx Digicom. Venro shall provide space in their NY office to handle such
transaction on an on needed basis as part of this agreement. Expenses. All
expenses of the BCA and all expenses necessary to carry out the objects and
purpose of the business incurred, as defined in this Agreement, shall be paid
by both BCA Partners separately unless otherwise agreed upon in writing by the
BCA Partners herein.
Interest on Capital. Borrowed funds shall be entitled to receive interest
rates at the normal market rates or as agreed by the management committee on
all funds financed under this business cooperation agreement must be non
recourse.
Right to Withdraw Capital. Either Party shall not be entitled to withdraw any
part or all of the initial capital contribution from the capital account
without Management Committee approval.
Notice Required Additional Contributions. The Management Committee shall give
notice of all Required Additional Contribution for new ventures or current
operating entities thirty (30) days prior to the date for the payment of the
Required Additional Contribution, except in the event of an emergency, in which
case notice may be given within five (5) days prior to the date of payment.
The notice shall state the amount and purpose for which the contribution is
required and the date and time upon which it is to paid. Any additional
contribution requires a 100% agreement by both partners.
Non-Capital Contributions. Any Partners who shall make non capital
contributions to the business cooperation , items of equipment and/or personal
property shall set out these items in Schedule "All" which is attached hereto
and incorporated herein by reference, which shall, for the purposes of this
agreement, remain the sole property of the contributing Partners. Contributing
Partners shall have the right to withdraw his asset whenever deemed necessary,
with ten (10) day written notice to the other BCA Partners.
ARTICLE 5
ROYALTIES; NET INCOME AND LOSS
Profits/Net Income. Compensation from the business shall be in the form of
consultant fees, commissions, net income or any other type of revenue/income
achieved under this agreement paid to all BCA Partners shall be equally
distributed as per the following: Venro shall receive a 10% of the gross sales
as a finders fees paid as received by Xxxxxxxx Digicom, Inc. In addition Venro
shall receive 20% of the net income from each venture that Venro elects to
remain as an active partner. Xxxxxxxx Digicom, Inc. shall always retain a
minimum of 80% ownership of each venture and 80% net income.
Net income shall be defined as final dollars received for any venture minus all
cost associated with this business cooperation under Generally Accepted
Accounting Principles of the USA or other nation as required. BCA partners
agreed that Xxxxxxxx Digicom, Inc. shall have the rights to report the business
activities and financial results of all activity under the Xxxxxxxx financial
statements.
Reciprocity Transactions. If Xxxxxxxx brings contracts and business to Venro
during this relationship, Xxxxxxxx shall receive the same as Venro would
receive under this agreement and shall be considered as part of this agreement.
ARTICLE 6
LIABILITIES; INDEMNITY; VOTE - TIE BREAKING VOTE Liabilities of the
BCA Partners. During the existence of the BCA, none of the BCA Partners shall
be liable for any obligation of the other BCA Partners) created without the
express approval of all the Management Committee.
Indemnity. The BCA Partners herein mutually agree to indemnify each other and
hold each other harmless from: (i) loss or damage; and (ii) against any
liability; and (iii) to perform acts that will prevent financial injury or harm
to the other. The BCA Partners herein mutually agree to indemnify, protect,
defend and hold each other or their sub-agents harmless from and against any
and all losses, costs, expenses, damages, claims, obligations, liabilities,
actions, suits, legal fees and expenses without limitation, of any kind
whatsoever which may be imposed upon, incurred by, or asserted against the
other, including but not limited to third party, sub-agents, or transactions
contemplated hereby. The foregoing obligation of indemnities shall extend and
survive the expiration, termination, completion, transfer, renewal, or refusal
to renew this agreement.
Abide by Vote - Tie Breaking Vote. All members of the Management Committee
agree to abide by the vote of the Management Committee. Each member of the
Management Committee shall have one vote. In the event of a tie vote between
the Management Committee, and the issue cannot be resolved, shall be current
acting Chairman of management committee shall have the tie breaking vote. Any
material change in this contract must have a unanimous vote to be passed.
Chairman position shall be held by Xxxxxxxx Digicom, Inc.
Voting Right. Any Managing BCA shall have the right to assign to another
Managing BCA the right to vote his Interest hereunder at any meeting of the
Management Committee. Such assignment shall be in writing, shall be executed
prior to the time of any meeting at which such assigned right to vote may be
exercised and shall be deposited with the Management Committee at the time of
the meeting.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF THE BCA PARTNERS The BCA
Partners herein represent and warrant that there are no suits, judgments, or
liens, of any kind, pending or filed against him, whether individually or
conjunction with any person or entity, in any jurisdiction whatsoever.
Each party has full authority to enter this agreement and this agreement when
executed will constitute the binding obligation of the parties enforceable in
accordance with it's terms.
ARTICLE 8
DISSOLUTION, TERMINATION AND WINDING UP Terminating
Events. In the event: (i) of a transfer other than in accordance with the
provisions of Article 6 above; (ii) the withdrawal or bankruptcy of a Partner;
(iii) material breach by a Partner; (iv) or other event; which, under
applicable law, requires a termination of the BCA (hereinafter referred to as a
"Terminating Event"), this BCA shall immediately be dissolved.
For purposes of this Agreement, a bankruptcy of a Partner shall be deemed to
occur when such BCA files a petition in bankruptcy, or involuntarily takes
advantage of any bankruptcy or insolvency law, or is adjudicated a bankrupt, or
if a petition or answer is filed proposing the adjudication of such Partners as
a bankrupt and such Partners either consents to the filing thereof or such
petition or answer is not discharged or denied prior to the expiration of 60
days from the date of such filing; and the insolvency of a BCA shall be deemed
to occur when such Partners's assets are insufficient to pay its liabilities as
they come due, and the Partners shall so admit by action or notice to the BCA.
Upon the occurrence of a Terminating Event, if remaining Partners owning fifty
(50%) percent of the remaining Interests so decide, the business of the BCA
shall continue uninterruptedly, notwithstanding said dissolution, as a new BCA
subject to the Xxxxxxxx Digicom, Inc. terms and conditions of this BCA
Agreement.
If a Terminating Event shall occur, in addition to any other rights and
remedies granted hereunder, the remaining BCA Partners (pro rata among
themselves in proportion to their respective Interests as of the date of the
Terminating Event, or in such other percentages as they shall agree upon) shall
have a first option to purchase and acquire, and the Partners, or (his/its)
successor interest, who has caused the Terminating Event (hereinafter referred
to as the "Terminating Party") shall have the obligation to sell the
Terminating Party's Interest in the BCA, which option shall be exercised by
written notice to the Terminating Party within 60 days after the Management
Committee shall be notified in writing of the occurrence of a Terminating
Event. If such option is exercised, the remaining BCA Partners and the
Terminating Party shall use their best efforts to agree upon a purchase price
for such Interest, and the terms of payment thereof. If the BCA Partners are
unable to agree upon a purchase price and terms of payment within 90 days after
the exercise of the option, the remaining BCA Partners shall have an additional
ten (10) days thereafter within which to withdraw his/their election to
exercise. If such election is withdrawn, or if the option is not exercised in
the first instance, the affairs of the BCA shall be liquidated under the
supervision of the liquidating trustee, and the BCA assets distributed as
provided hereafter. In the event, however, that such election is not
withdrawn, then the remaining BCA Partners shall have the right to purchase the
Terminating BCA Partners Interest for an amount equal to all initial and
Additional required Contributions, less ten (10%) per cent which have actually
been paid by the Terminating BCA.
Additional Terminating Events. In addition to the other provisions for the
termination and dissolution of this BCA which are set forth above, the BCA may
be dissolved and terminated upon the vote of Joint BCA Partners owing 100% of
he Interest in the BCA, and shall be dissolved and terminated.
Liquidating Trustee. In the event of dissolution and termination of the BCA, a
financial statement shall be prepared and furnished to each of the Joint BCA
Partners within a reasonable time after dissolution. The Management Committee
shall act as liquidating trustee. If a Managing BCA has been the cause of
dissolution, died, dissolved, or suffered a legal incapacity or bankruptcy,
then only the remaining Management Committee (i.e., excluding the Partners who
was the cause) shall act as liquidating trustee. The liquidation of the BCA
assets, the discharge of creditors' claims and distribution of the assets. The
liquidating trustee shall be indemnified and held harmless by the BCA from and
against any and all claims, demands, liabilities, costs, damages, and causes of
action of any nature whatsoever, arising out of or incidental to the
liquidating trustee's taking any action authorized under, or within the scope
of, this Section; provided, however, the liquidating trustee shall not be
entitled to indemnification hereunder where the claim at issue arose out of:
a)A matter entirely unrelated to the liquidating trustee's acting under the
provisions of this Section;
b)The proven gross negligence or willful misconduct of the liquidating trustee;
or
c)The proven breach by the liquidating trustee of (his/their) obligations
under this Section.
d)The indemnification rights herein contained shall be cumulative of, and in
addition to, any and all other rights, remedies and recourses to which the
liquidating trustee shall be entitled, at law or in equity.
e)The liquidating trustee shall be entitled to compensation for their services
in an Xxxxxxxx Digicom, Inc. count commensurate with that paid fiduciaries in
the closest Metropolitan area in that State or territory.
Winding Up. Upon the occurrence of any event which causes the dissolution of
the BCA, the liquidating trustee shall first secure an independent appraisal of
the fair market value of the BCA property and shall attempt to sell the BCA
property at such price and on such terms as the liquidating trustee, in the
exercise of their best business judgment under the circumstances then
presented, deem in the best interest of the BCA. The proceeds of any
dissolution shall be distributed in the following order or priority: a)To
creditors of the BCA other than a Partners;
b)To BCA Partners for Xxxxxxxx Digicom, Inc. accounts other than for capital
and profits;
c)To BCA Partners for Xxxxxxxx Digicom, Inc. accounts owing in respect of
capital; and
d)To BCA Partners for Xxxxxxxx Digicom, Inc. accounts due in respect of
profits, on an equal basis.
e)Any gains from disposition and any stub-period operating income or loss shall
be first charged to the BCA Partners' capital accounts in order to reflect
correct final balances prior to liquidating distributions. In the event
distribution of property is made instead of cash, it shall be treated as a sale
at the fair market value of such property for purposes of adjusting capital
account balances of the BCA Partners, and any gain or loss realized by such
sale shall be allocated in accordance with Section 7.2 hereof for accounting
purposes. If a disposition of BCA property has been made on terms that produce
a note or contract receivable to the BCA, the dollar value attributable to each
interest in such note or contract receivable distributed pursuant to this
Section shall be, as to any distributed thereof, his pro rata portion of the
face amount thereof, and the liquidating trustee shall be obliged to make
liquidating distributions in a fashion such that the BCA Partners each are
distributed a ratable share of cash items and a ratable share of receivable
according to their respective total rights of liquidating distributions.
Notwithstanding anything to the contrary set forth hereinabove, if, after the
payment of current BCA liabilities and obligations to the extent of the funds
and/or properties available for that purpose, if either: (i) any portion of a
BCA borrowing remains unpaid; or (ii) the liquidating trustee determines that
additional funds will be required to meet BCA costs and expenses theretofore
incurred or for which the BCA may become responsible; then (iii) the
liquidating trustee shall be obligated to retain such required amounts, if
available (or as and when they become available); before (iv) any BCA cash or
property is distributed to any BCA.
f)Voluntary Withdrawal Prohibited. No Partners shall have the right to
withdraw from the BCA at any time; except in accordance with the provisions of
this agreement.
g)No Right to Court Liquidation or Partition. Each Partners agrees not to
apply for a court liquidation or partition, except upon written consent of 100%
(one hundred percent) of BCA interests.
ARTICLE 9
DEATH OR INCAPACITY OF PARTNER Death of a Partners.
The death or legal incapacity of a Partner or Corporation shall not dissolve
or terminate this BCA.
Rights and Obligations of Successors in Interest. A person shall automatically
lose his status of BCA upon his death or legal incapacity. His right to share
in incomes and losses and distributions of assets shall devolve upon his
personal representative. The estate of successor in interest of the deceased
or incapacitated Partners shall be liable for all his obligations under this
Agreement. A personal representative or successor shall automatically become a
Partners. In case of default in respect to obligations of this Agreement, a
BCA Interest in the hands of a personal representative or successor shall be
subject to the provisions of Article 5 in the Xxxxxxxx Digicom, Inc. manner as
any other BCA Interest.
Joint Tenancy. In cases where a BCA Interest is held in joint tenancy and a
joint tenant dies, such interest shall pass in its entirety to the surviving
joint tenant, together with all the rights and obligations appurtenant to such
interest. Before exercising, in his or her sole Xxxxxxxx Digicom, Inc., any of
the rights of a Partners, the surviving joint tenant shall give notice of the
death to the Management Committee. Proof of death, in the form of a death
certificate, shall be included as part of such notice. Upon notice and proof of
death of a Partners-join tenant, the Management Committee shall cause the BCA
books to be amended so as to reflect the surviving joint tenant as owner of the
Interest and as Partners in his or her sole name.
ARTICLE 10
MISCELLANEOUS
Power of Attorney. The BCA Partners agree that they shall execute, if
necessary, a Special Power of Attorney for recording, pertaining to the
authority of the Management Committee as herein set forth.
Successor's Rights and Liabilities. This Agreement Shall be binding upon and
inure to the benefit of the heirs, successors, and assigns of the BCA Partners
hereto (subject to the provisions of Article 6, hereof), except that such
persons shall not become members of the BCA, unless accepted by the other Joint
BCA Partners as provided for herein above.
Notices. All notices under this Agreement shall be in writing and be deemed
delivered upon receipt. Unless delivered personally, all notices shall be
given by certified mail, postage prepaid, return receipt requested. Notices to
the Management Committee or to the BCA shall be delivered at, or mailed to the
principal place of business of the BCA as shown in this agreement. Notices to
other BCA Partners shall be delivered to such Partners, or mailed to the last
address furnished by him for such purposes to the Management Committee. BCA
Partners shall give notice of a change of address to the Management Committee
in the manner provided in this Article. In addition to the above, if any
Partners shall have secured or encumbered his BCA Interest in accordance with
the provisions hereof, and the lender shall have furnished the BCA with its
name and address, then, the lender shall be entitled to receive copies (at the
same time and in same manner) of all notices given or sent to such Partners,
including notices of Required Additional Contributions.
Amendments. This amendment, in the form of an "Addendum", if in writing and
only by the consent of 100% (one hundred percent) of the Management Committee.
An Addendum shall be proposed by the Management Committee. Following such
proposal, the proposed Addendum shall be submitted to the full panel of
Management Committee for a vote. A record of the proposed addendum (approved
or denied) shall be placed in the Management Committee' Business Meeting
Binder.
Interpretation. When the context in which words are used in this Agreement
indicates that such is the intent, words in the singular number shall include
the plural and vice versa, and words in the masculine gender shall include the
feminine or neuter, and vice versa.
Section Headings. Section headings in no way define, limit, extend or
interpret the scope of this Agreement or any particular article.
Separability. If any provision of this Agreement is or becomes invalid,
illegal, unenforceable in any jurisdiction, such provision shall be deemed
amended to conform to applicable laws so as to be valid and enforceable or, if
it cannot be so amended without and enforceable or, of it cannot be so amended
without materially altering the intention of the BCA Partners, it shall be
stricken and the remainder of this Agreement shall remain in full force and
effect.
Agreement in Counterparts. This Agreement may be executed in several
counterparts, and as executed shall constitute one Agreement, binding on all of
the BCA Partners hereto, notwithstanding that all the BCA Partners are not
signatory to the original or the same counterpart.
Investment Representations. Each of the BCA Partners represents and warrants
as follows:
In connection with the acquisition of his Interest in this BCA, it is
represented that negotiation among the BCA Partners hereto have been at arms'
length; and that before making the decision to enter into this BCA, each of the
Joint BCA Partners has had access to all information available to any of the
BCA Partners hereto regarding this Venture business which is the subject of
this BCA; and that each of the BCA Partners has had an opportunity to discuss
the same with each of the other Joint BCA Partners hereto;
That there has been made available to each of the BCA Partners all information
regarding the aforementioned BCA business upon request; and, pursuant to such
request, each of the Joint BCA Partners has investigated the investment
potential of each Venture business and each of the BCA Partners has been
furnished with such financial and other information about the aforementioned
BCA business that he considered desirable to enable him to decide upon his
investment hereunder;
Security Interest. Each Partners hereby grants to the BCA and the other BCA
Partners a lien upon and a continuing security interest in his interest in the
BCA to secure each and every obligation of such BCA arising hereunder, and the
BCA and the other BCA Partners shall have available to them all rights of a
secured party under International Commercial Code and the corresponding
applicable law of any other country, state or territory having jurisdiction.
Each Partners hereby also grants to the BCA and the other BCA Partners an
irrevocable power of attorney (which, it is agreed, is coupled with an interest
in the granting Partners's Interest in the BCA) to execute and deliver on
behalf of the granting Partners such security agreements, financing statements,
and other instruments covering the granting Partners's Interest in the BCA as
may be necessary or convenient to evidence the lien and security interest
provided by this section.
Tax Liability. Any tax liability incurred by this agreement shall be placed in
an escrow account and paid in accordance with the laws controlling this
agreement. The BCA Partners herein agree to file separately and corporately
any and all necessary tax documents in connection with moneys received as a
result of the implementation of this agreement.
Waiver. No waiver of any right under this Agreement shall be deemed effective
unless contained in a writing signed by the BCA Partners charged with such
waiver, and no waiver of any right arising from any breach or failure to
perform shall be deemed to be a waiver of any future right or of any other
right arising under this Agreement.
Entire Agreement. This instrument contains the entire agreement of the BCA
Partners with respect to the subject matter hereof, and the terms, conditions,
and covenants thereof may not be further modified except as outlined in this
agreement.
Law. This agreement, and all transactions contemplated hereby, shall be
governed by, construed and enforced in accordance with the laws of Nevada. The
BCA Partners herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction as agreed by
both BCA Partners. In the event that litigation results from or arises out of
this Agreement or the performance thereof, reasonable attorney's fees, court
costs, and any other relief to which the prevailing party may be entitled. In
such event, no action shall be entertained by said court or any court of
competent jurisdiction if filed more that one year subsequent to the date the
causes(s) of action actually accrued regardless of whether damages were
otherwise as of said time calculable.
Non-Disclosure. The BCA Partners herein mutually agree not to divulge
disclose, communicate to any person, firm or corporation, at any time, either
directly or indirectly in any form or manner whatsoever, any confidential,
material, or operational information concerning the business of the other.
IN WITNESS WHEREOF, we have hereunto affixed our signatures as of the date and
year as appearing after our signatures.
Xxxxxxxx Digicom, Inc.
Party of the First Part:
/S/XXXX X. XXXX
Xxxx X. Xxxx, President/CEO
Date: 2-12-99
Venro Petroleum Corporation
Party of the Second Part:
/S/XXXXXX XXXXX
Xxxxxx Xxxxx, President Venro Petroleum Corporation,
Date: 2-18-99
