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Exhibit 10(iv)
AGREEMENT made this 19th day of January, 1995.
BETWEEN:
HAVENSIGHT HOLDINGS LIMITED, a company
incorporated under the laws of the British Virgin
Islands
(hereinafter called "Havensight")
OF THE FIRST PART
- and -
INTERUNION FINANCIAL CORPORATION, a
corporation incorporated under the laws of Delaware
(hereinafter called "Interunion")
OF THE SECOND PART
WHEREAS Havensight has sold to Interunion all of the issued and
outstanding shares of Bearhill Limited ("Bearhill");
AND WHEREAS Bearhill is the owner of the ITM computer software (the
"ITM Software"), a computer program used to predict the timing of various
markets;
AND WHEREAS it is possible that the ITM Software may be sold to a
third party;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants and agreements contained herein the parties covenant and agree
as follows:
1. If the ITM Software is to be sold to any party Interunion hereby
covenants and agrees that, immediately prior to such sale Havensight shall have
the right to acquire fifty percent (50%) of the shares of Bearhill for a
purchase price of $1.00.
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2. It is hereby further agreed that if any shares of Bearhill, or any
shares of any affiliate (as that term is defined in the Ontario Securities Act)
of Bearhill are offered for sale to any Canadian corporation that is, or is an
affiliate of, a bank, trust company, insurance corporation, brokerage or dealer,
mutual fund dealer, or other financial institution (or any affiliate of any such
corporation), in conjunction or connection with the sale, lease or other
exploitation of the ITM Software, the parties hereto agree that they will become
equal holders of the balance of the shares of Bearhill (or such affiliate of
Bearhill) that are not sold to such Canadian corporations.
3. Each of the parties hereto shall do, execute, acknowledge, deliver or
cause to be done, executed, acknowledged or delivered, all such furthre acts,
deeds, documents, assignments, transfers, conveyances or powers of attorney as
may be reasonably necessary or desirable to effect complete consummation of the
transactions contemplated by this agreement.
IN WITNESS WHEREOF this agreement has been executed by the parties
hereto.
HAVENSIGHT HOLDINGS LIMITED
BY /s/ J.P. Fruchet
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INTERUNION FINANCIAL CORPORATION
BY /s/ Xxxxxxx Xxxxxxxxx
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