Exhibit 99
JOINT VENTURE AGREEMENT
This Joint Venture Agreement ("Agreement") is made and entered into this
8th day of June 2003, by and between EyeCash Networks, Inc., a corporation
organized and existing under the laws of the State of Nevada with its principal
place of business located at 000 Xxxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxxxxx 00000 (hereinafter referred to as "ECNI") and Fluid Cash PA, LLC, a
Limited Liability Company organized and existing under the laws of the State of
Florida with its principal place of business located 0000 Xxxx Xxxxxx Xxxx,
Xxxxx #0, Xxxx Xxxxx XX 00000 (hereinafter referred to as "FC").
WHEREAS:
ECNI is in the business of design, engineering, manufacturing, distribution and
service of computer peripherals in relation to the financial industry and
corporate security cryptographic standards including the development,
production, marketing, sales and distribution of its proprietary cash pad
transaction product known as the "BankEyesOnly Cash Pads";
FC is in the business of providing transaction-processing services utilizing
among other items its Internet-based processing engine back-end known as
"CardTouch" and its Internet front-end known as "MyWebATM" which can be utilized
by ECNI in connection with ECNI's BankEyesOnly Cash Pads;
On March 18, 2003, ECNI and FC executed and entered into a binding Letter of
Intent ("LOI"), attached as Exhibit C, and incorporated into this Agreeement.
ECNI and FC desire to establish a Florida Limited Liability Company as a joint
venture company ("JVC") for the purpose of creating, customizing, developing,
producing and selling worldwide ("Territory") products and services defined
above as JVC Products and Services, for resale by JVC in the Territory, which
for the purposes of this Agreement shall include, but not be limited to,
utilization of FC by ECNI as the exclusive transaction processor for ECNI
transactions involving the ECNI BankEyesOnly Cash Pads.
THEREFORE:
In consideration of the mutual covenants and agreements contained herein, the
parties agree as follows:
ARTICLE 1.
DEFINITIONS
1.1 "Person" means a natural individual, partnership, firm, company,
corporation, and any other form of business association.
1.2 "Control" means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, through members
of the board of Managing Members, or otherwise.
1.3 "Affiliate" means a Person that directly or indirectly through one or
more intermediaries, Controls, or is controlled by, or is in common Control
with, the Person specified.
1.4 "BankEyesOnly Cash Pads" means the proprietary technology owned by ECNI
_________________________.
1.5 "CardTouch" means the proprietary technology licensed to FC by Touch
Technology International, Inc. and "MyWebATM" means the proprietary technology
owned by FC.
ARTICLE 2.
EFFECTIVE DATE AND TERM OF THIS AGREEMENT
2.1 As soon as this Agreement has been signed, the parties hereto shall be
obligated to take every reasonable step to cooperate with each other in
obtaining the requisite approvals, validations, rulings and consents provided
for in this Agreement or made necessary thereby. This Agreement shall continue
to be effective and in full force for five (5) years (the "Initial Term") after
the date set forth at the beginning of this Agreement, unless terminated
pursuant to Section 10 hereof. The Initial Term may be extended with the written
agreement signed by both parties hereto at least 90 days prior to the expiration
of the Initial Term.
ARTICLE 3. FORMATION OF THE JOINT VENTURE COMPANY
3.1 Each party shall be obligated to cooperate in the filing of reports
required by Florida law with respect to the execution of this Agreement.
Promptly after the execution of this Agreement and the completion of
governmental procedures required to be completed prior to the establishment of
JVC, the parties shall cause JVC to be established as a Florida Limited
Liability Company in accordance with the terms herein and the laws of Florida by
September 30, 2003.
3.2 All costs of forming JVC as agreed upon by the parties hereto to be
borne by JVC shall be shared pro rata by the parties hereto according to their
respective percentage ownership of the capital stock as set forth in paragraph
4.2.2 above.
3.3 The parties hereby agree that JVC shall enter into an operating
agreement, which shall be in form and substance identical or substantially
similar to the draft Operating Agreement ("Draft Operating Agreement "),
attached as Exhibit A.
3.4 The legal name of JVC shall be "EyesOnly, LLC." ("EOI").
ARTICLE 4. MEMBERS'
4.1 PREEMPTIVE RIGHTS. Each party shall have a preemptive right to
subscribe for of any class whenever they may be issued by EOI. Such preemptive
right shall be provided for in the Operating Agreement of EOI.
4.2 TRANSFER OF MEMBERS' .
4.2.1 RESTRICTION ON TRANSFER. Except as expressly provided in this
Agreement neither party shall sell, transfer, pledge nor otherwise dispose of
any interests in EOI without the prior approval of the Board of Managing Members
of EOI. Such restriction on transfer of interests in EOI shall be provided for
in the Articles of Incorporation of EOI. In addition to the foregoing, neither
party shall sell, transfer, pledge nor otherwise dispose of any interests in EOI
without the prior approval of the other party except in cases expressly provided
in this Agreement.
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4.2.3 FIRST REFUSAL RIGHT. Except as provided in Section 5.2.2 above, the
parties mutually agree that each of them shall have the right of first refusal
in respect of the interests of EOI held by the other and that any sale,
assignment, transfer, mortgage, pledge or other encumbrances of its interests of
EOI by either of them shall be subject to the following provision that if either
party (the "Selling Party") shall desire to sell, assign, or transfer any or all
of its interests, it shall give the other party written notice of such desire,
setting forth in such notice all of the details of such contemplated sale,
assignment or transfer, including without limitation thereto, the price,
currency, terms and conditions of such proposed transaction and the identity and
address of the proposed purchaser or transferee. The consideration in the case
of any such contemplated transaction may not be unique, or not readily
procurable, or a service to be performed for the Selling Party. The other party
shall have sixty (60) days after receipt of such notice to exercise its right of
first refusal option to purchase such interests at the same price, in the same
currency, and upon the same terms and conditions that the Selling Party has been
offered and is willing to accept from the proposed purchaser or transferee, by
mailing to the Selling Party a written notice thereof. If the other party so
exercises its right of first refusal option to purchase, it shall have an
additional four (4) months after such exercise within which to make payment for,
and take title to, the stock of the Selling Party. If the other party does not
so exercise its right of first refusal option, the Selling Party may sell,
assign or transfer such interests to the proposed purchaser or transferee
pursuant to the terms and conditions set forth in such notice to the other
party.
ARTICLE 5.
MANAGEMENT
5.1 MANAGEMENT OF EOI.
5.1.1 CO CHAIRMEN AND BOARD OF MANAGING MEMBERS. The number of the Managing
Members of EOI shall be not less than two (2) and not more than ten (10). FC
shall have the right to appoint one (1) of the co-chairmen. ECNI shall have the
right to appoint one (1) of the co-chairmen. ECNI shall have the right to
nominate up to five (5) of the Managing Members and FC shall have the right to
nominate up to five (5). The parties agree to vote their interests so as to
appoint the nominees as Managing Members of EOI. In case a director dies,
resigns, or is removed prior to the fulfillment of his term, then the parties
agree to fill the vacancy promptly and to vote their interests so as to appoint
as his replacement a director nominated by the party who nominated the director
whose death, resignation, or removal created the vacancy. The parties further
agree to cause their respectively nominated and elected Managing Members to
comply with all terms and conditions set forth in this Agreement, all applicable
laws, and all resolutions of the Board of Managing Members.
5.1.2 SENIOR EXECUTIVE VICE MANAGING MEMBER AND MANAGING MEMBER. ECNI shall
have the right to appoint the Managing Member. FC shall have the right to
appoint the Senior Executive Vice Managing Member. The Managing Member of EOI
shall have the authority to oversee the daily operation of EOI as Chief
Executive Officer pursuant to the business plan approved by the Board of
Managing Members of EOI. The Senior Executive Vice Managing Member of EOI shall
have the authority to conduct the daily operation of EOI as Chief Operating
Officer pursuant to the business plan approved by the Board of Managing Members
of EOI.
5.1.3 STATUTORY AUDITORS. EOI may have one (1) statutory auditor nominated
by FC or, if ECNI desires, two (2) statutory auditors, in which case, one may be
nominated by FC and the other by ECNI. The parties agree to vote their interests
so as to appoint the nominee(s) as statutory auditor(s) of EOI. In case a
statutory auditor dies, resigns, or is removed prior to the fulfillment of his
term, then the parties agree to fill the vacancy promptly and to vote their
interests so as to appoint as his replacement a statutory auditor as the case
may be, nominated by the party who nominated the statutory auditor whose death,
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resignation, or removal created the vacancy. The reasonable travel expense and
accommodation charges of statutory auditor(s) attending the Meeting of the Board
of Managing Members of EOI and/or Members' Meeting of EOI shall be borne by EOI.
5.1.4 MEETINGS OF THE BOARD OF MANAGING MEMBERS. Meetings of the Board of
Managing Members shall be convened whenever necessary but at least annually, and
presided over by the Co-Managing Members of EOI. In case that both Co-Managing
Members are prevented from so doing, the Managing Member of EOI shall do so. Any
Managing Member may, whenever it is deemed necessary, request either of the
Co-Managing Member to convene a Meeting of the Board of Managing Members.
Meetings of the Board of Managing Members may be conducted by videoconference or
telephone provided that a quorum of Managing Members is on the line during the
entire period of the meeting. At times, meetings will need to be convened on
short notice to discuss critical business matters. At these times, members will
be given as much advance notice as possible. All resolutions of the Board of
Managing Members shall be adopted by an affirmative vote of two (2) or more
Managing Members at a Meeting of the Board of Managing Members. In the event of
a tie vote by the Managing Members, adoption of the resolution shall be
determined by a majority vote of all shareholders. (e) The substance of the
proceedings at the Meeting of the Board of Managing Members and the resolutions
thereof shall be recorded in the Minutes of the Meeting, which shall bear the
names and the seals or signatures of the chairman of the Meeting, the Managing
Members and the Statutory Auditors present at the Meeting. The reasonable travel
expense and accommodation charges of Managing Members attending the Meeting of
the Board of Managing Members of EOI and/or shareholder's Meeting of EOI shall
be borne by EOI.
5.1.5 ACTIONS REQUIRING APPROVAL BY THE BOARD OF MANAGING MEMBERS. The
following actions require approval of the Board of Managing Members:
(a) The adoption, amendment or repeal of any share-handling regulation.
(b) Any borrowing or issue of bonds and/or debentures.
(c) Any pledge or encumbrance of any interests, bonds or debentures.
(d) Any lending of money.
(e) Any guarantee of any obligation of any Person.
(f) The declaration of any dividend or other distribution of any kind.
(g) The investment or allocation of surplus funds.
(h) The transfer of any amount to reserves in any year out of earnings,
after taxes.
(i) The establishment of salaries or other remuneration or allowances for
all officers and Managing Members and the salaries of the Managing
Member and all persons reporting directly to the Managing Member.
(j) The adoption of any pension plan, bonus plan, plan for retirement
allowances, or employee welfare plan or policy.
(k) The adoption of the business plan and operating budget.
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(l) The organization of, or the acquisition or disposition of any interest
in the legal or beneficial ownership of any other company or business
organization.
(m) Any acquisition, mortgage, pledge, sale, assignment, transfer or other
disposition of any capital having a value in excess of Five Thousand
Dollars ($5,000) which has not been provided for in the business plan
and budget.
(n) The introduction of any new products and services.
(o) Any agreement or transaction with any party hereto or any Affiliate of
any such party, other than purchases or sales in the ordinary course
of business.
(p) The establishment of prices paid to third parties for products and
services, prices charged to ECNI and its affiliates for products and
services sold to or bought from ECNI and its affiliates, and prices
charged to FC and his affiliates for products and services sold to or
bought from FC and his affiliates.
(q) Any action substantially adversely affecting the financial condition
of EOI.
(r) Filing of any patent application.
5.2 EOI shall keep all books of accounts and make all financial reports in
accordance with the standards prescribed by Generally Acceptable Accounting
Practices in the United States, and shall prepare preliminary financial
statements, including without limitation a balance sheet and income statement,
within five (5) days after the end of each of the first three (3) quarters of
EOI's fiscal year for the most recent quarter, followed by unaudited finalized
versions thereof within fifteen (15) days; unaudited finalized financial
statements, including without limitation a balance sheet and income statement,
within fifteen (15) days after the end of the fourth quarter and its entire
fiscal year; and such further reports as shall be required by the Board of
Managing Members, copies of which shall be forwarded to each party. EOI shall
provide any financial statement required by ECNI to meet its United States
reporting requirements as a public company.
5.2.1 EOI shall at its expense appoint a firm of certified public
accountants of good repute and mutually acceptable to both ECNI and FC, to audit
its books of account for each accounting period. Said certified public
accountants shall issue an audit report before the regular Meeting of
Shareholders, copies of which shall be forwarded to each party. Each audit
report shall be in reasonable detail and shall contain such financial data as
either ECNI or FC may deem necessary in order to keep it advised of EOI's
financial status.
5.2.2 At all times after EOI's incorporation, each party shall have the
right by its duly authorized representative or accountant to inspect and have
full access to all properties, books of account, records and the like of EOI,
and EOI shall furnish to the requesting party all information concerning the
same which the requesting party may reasonably require in connection with a
complete examination thereof, and the requesting party shall have the right to
inspect and make copies from the books and records of EOI at all reasonable
times.
5.3 The parties agree that the policy of EOI is that it will only pay
salaries or fees to anyone employed by FC and/or ECNI where such salary or fee
shall be commensurate with amounts generally paid for such services.
5.4 The sourcing of all materials and components used in the production and
services provided by EOI must be approved by FC and ECNI prior to such use. Such
approval shall not be unreasonably withheld. In the event FC and ECNI do not
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approve a specific sourcing of materials and components and further fails to
provide a replacement within twenty-four (24) hours of a specific written
request, the original request for materials and components shall be deemed to be
approved.
ARTICLE 6.
APPROPRIATION OF PROFIT
The parties agree that EOI shall distribute profits, if any, equally to
ECNI and FC as follows:
6.1 Gross proceeds shall be defined as all monies received by EOI from any
source whatsoever, including, but not limited to, proceeds from sales of
products and services, including, but not limited to, sales and proceeds from
the transactions generated from the BankEyesOnly Cash Pads.
6.2 Adjusted Gross Proceeds shall be defined as all gross proceeds less
direct expenses, contribution to overhead and third party job costs.
6.3 Direct Expenses are defined as direct costs incurred by ECNI and FC in
providing manpower and services to EOI. Direct expenses when necessary will
include:
6.3.1 Rent contribution is estimated at ____________ per month.
6.3.2 Utilities are estimated at _______________ per month.
6.3.3 Phones are estimated at ___________________ per month.
6.3.4 All bank processing fees, interchange fees, network fees, etc.
incurred by FC for processing.
6.3.5 Royalty fees of 15% of gross income due to TTI for the use of
CardTouch.
6.3.6 License or royalty fees for the use of PocketServer,
is required.
6.3.7 Software development costs, if required.
6.3.8 Support, maintenance, and software update fees, as required.
6.4 Contribution to overhead is defined as follows:
6.4.1 Consultant fees are estimated at _________ per month.
6.4.2 Corporate fees are estimated at ____________ per month.
6.4.3 Travel costs are estimated at ______________ per month. These
costs are averaged out over a year.
6.5 Third party job costs are determined on a job-by-job basis in
accordance with guidelines to be established by EOI's Board of Managing Members.
6.6 Net profits before tax are defined as the adjusted gross less sales
commissions.
6.6.1 Sales commissions not to exceed Fifteen Per Cent (15%) will be
paid to individual or entity originating sales contract. The
exact sales commission to be paid will be done so in accordance
with guidelines established by EOI's Board of Managing Members.
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6.7 Net profits are defined as the Net Profits Before Tax less any taxes or
provisions for taxes. The Net Profits shall be equally divided between ECNI and
FC at intervals determined by EOI's Board of Managing Members.
6.7.1 Net Profit Distribution is defined as the amount equally
divided between ECNI and FC.
ARTICLE 7.
CONFIDENTIALITY
7.1 ECNI and FC each covenants and agrees, during the term of this
Agreement and for a period of five (5) years thereafter, on behalf of its
Managing Members, officers, employees and agents to maintain in strict
confidence and not to make any unauthorized use of the Confidential Information
(hereinafter defined) received from the other party and EOI, as the case may be,
pursuant to this Agreement. The Confidential Information shall be (i) disclosed
in writing or in other tangible form and clearly marked as confidential at the
time of disclosure, or (ii) disclosed orally or in other intangible form and
clearly indicated as confidential at the time of disclosure and, within thirty
(30) days after such disclosure, followed up with a written notice stating the
content and nature of such Confidential Information.
7.2 The obligations in this Section 7 will not apply to any information
which (i) is or becomes available to the public other than by breach of this
Agreement by the receiving party, or (ii) is or has been rightfully received by
the receiving party from a third party, or disclosed by the disclosing party to
a third party, without any restrictions as to its use or disclosure, or (iii) is
or has been independently developed by the receiving party.
ARTICLE 8.
The parties hereby represent and warrant to and hereby covenant with each
other that they have the right and authority to enter into this Agreement and to
perform the obligations on their respective parts under this Agreement.
ARTICLE 9.
TERMINATION AND RIGHT TO PURCHASE OR SELL INTERESTS
9.1 This Agreement shall be terminated automatically if ECNI and FC fail to
form the FL LLC EOI by the Deadline unless otherwise agreed.
9.2 This agreement shall be terminated and the EOI dissolved accordingly
upon the occurrence of any of the following events to EOI:
(a) Liquidation, bankruptcy or insolvency;
(b) Termination of business by decision of the members;
(c) The appointment of any trustee, receiver or liquidator for
substantially all of the assets of the business of EOI;
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(d) The attachment, sequestration, execution or seizure of substantially
all of the assets of EOI, which attachment, sequestration, execution
or seizure is not vacated within thirty (30) days from the institution
thereof; (e) judicial, governmental or any sale other than a voluntary
sale of substantially all of the assets of EOI by its Board of
Managing Members.
9.4 TERMINATION FOR CAUSE. By either ECNI or FC in the event that the other
party hereto shall default in the performance of any of its undertakings in this
Agreement and such default shall not be remedied to the reasonable satisfaction
of the non-defaulting party within sixty (60) days next after written notice of
such default shall have been given to the defaulting party, in which case such
termination shall take place on such sixtieth (60th) day.
9.4.1 In the event that this Agreement is terminated by ECNI for FC's
default, ECNI shall have the option to either (i) purchase FC's entire
membership interest ownership of EOI at the time of such termination for the
fair market value thereof, or (ii) cause EOI's dissolution, in which case both
parties shall promptly take all the procedures to have EOI dissolved and
liquidated in accordance with the laws of Nevada.
9.4.2 In the event that this Agreement is terminated by FC for ECNI's
default, FC shall have the option to either (i) purchase ECNI's entire
membership interest ownership of EOI at the time of such termination for the
fair market value thereof, or (ii) cause EOI's dissolution, in which case both
parties shall promptly take all the procedures to have EOI dissolved and
liquidated in accordance with the laws of Nevada.
9.5 This Agreement may be terminated by either ECNI or FC on not less than
ten (10) days' written notice to the other party hereto, effective upon the date
stated in such notice, if the other party shall file a petition in bankruptcy or
for a receiver for all or any substantial portion of its property and assets, or
if such petition shall be filed against the other party and shall not be
dismissed with thirty (30) days from its filing, or if the other party shall
file a petition for reorganization or to effect a compositions with its
creditors or such a petition shall be filed against the other party and shall
not be discharged within thirty (30) days after the date of its filing, or if
the other party shall make a general assignment for the benefit of creditors,
and in the case of any such termination, all of the rights and obligations under
and pursuant to this Agreement shall cease and terminate, except such as shall
have accrued prior to termination, including but not limited to, any and all
claims and demands for 12 damages for any breach of any covenant contained in
this Agreement, and except for the continuing obligations of FC and ECNI
contained in Section 8 with respect to the confidential treatment of technical,
economic and marketing information.
9.5.1 In the event that (i) FC becomes or is caused to become insolvent or
any voluntary or involuntary petition in bankruptcy or, (ii) a receiver is
appointed with respect to any of the assets of FC, or (ii) liquidation
proceeding is commenced by or against FC, ECNI shall have the option to either
(i) purchase FC's entire stock ownership of EOI at the time of such termination
for the fair market value thereof, or (ii) cause EOI's dissolution, in which
case both parties shall promptly take all the procedures to have EOI dissolved
and liquidated in accordance with the laws of Nevada.
9.5.2 In the event that (i) ECNI becomes or is caused to become insolvent
or any voluntary or involuntary petition in bankruptcy or, (ii) a receiver is
appointed with respect to any of the assets of ECNI, or (ii) liquidation
proceeding is commenced by or against ECNI, FC shall have the option to either
(i) purchase ECNI's entire stock ownership of EOI at the time of such
termination for the fair market value thereof, or (ii) cause EOI's dissolution,
in which case both parties shall promptly take all the procedures to have EOI
dissolved and liquidated in accordance with the laws of Nevada.
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9.6 Section 5.2, Section 7, Section 9 and Section 101 of this Agreement
shall survive and continue to be effective after the termination of this
Agreement.
9.7 The termination of this Agreement shall not affect the effectiveness of
any agreement executed by the parties hereto and/or EOI pursuant to this
Agreement, and such relative agreements shall continue to be effective until
such relative agreements will be terminated in accordance with the terms
thereof.
ARTICLE 10. GENERAL PROVISIONS
10.2 This Agreement and related agreements executed concurrently herewith
supersede all negotiations, commitments and writings prior to the date hereof
pertaining to the subject matter of this Agreement and such related agreements.
This Agreement shall not be changed or modified in any manner, except by mutual
consent in writing of subsequent date signed by duly authorized representatives
of both parties hereto.
10.3 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assignees.
10.4 Any notice provided for under this Agreement shall be deemed effective
when delivered in person or seven (7) days after deposit in the mails by
registered or certified mail postage prepaid.
10.5 This Agreement shall be interpreted in accordance with the plain
English meaning of its terms and the construction thereof shall be governed by
the laws of the State of Nevada, United States of America. The Articles of
Incorporation of the EOI and matters affecting the organization and operation of
the internal affairs of the EOI shall be governed by the laws of Florida .
10.6 In the event of any dispute, controversy, or difference which may
arise between the parties, out of or in relation to or in connection with this
Agreement, or a breach hereof (the "Dispute"), the parties hereto shall first
settle such Dispute through friendly consultation. If such Dispute cannot be
satisfactorily resolved by the parties themselves through friendly consultation
within a period of two (2) months, then such Disputes shall be finally settled
by arbitration pursuant to the general rules of arbitration in the State of
Florida, by which each party hereto is bound.
10.7 In case any one or more of the provisions, or portions of provisions,
of this Agreement shall be deemed by any governmental authority to be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions, or portions of provisions. contained
herein shall not be in any way affected or impaired thereby.
10.8 If the performance of this Agreement or any obligation hereunder is
prevented, restricted or interfered with by reason of force majeure, the party
so affected, upon giving prompt notice to the other party, shall be excused from
such performance to the extent of such prevention, restriction or interference;
provided, that the party so affected shall use its best efforts to avoid or
remove such causes of non-performance and shall continue performance hereunder
with the utmost dispatch whenever such causes are removed; and provided,
further, that whenever it appears advisable to a party hereto to consent to the
entry of a judgment against it by a court of competent jurisdiction rather that
incur substantial expense or great inconvenience, the entry of such judgment
shall excuse such party from performance hereunder to the extent that such
judgment forbids or restrains such performance.
10.9 No omission or delay on the part of any party hereto in requiring a
due and punctual fulfillment by the other party hereto of the obligations of
such other party hereunder shall be deemed to constitute a waiver by the
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omitting or delaying party of any of its rights to require such due and punctual
fulfillment of any other obligation hereunder, whether similar or otherwise, or
a waiver of any remedy it might have.
10.10 This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns, but shall not be
assignable by any party other than a Person acquiring substantially all of its
business and assuming all of its obligation and liabilities, except with the
written consent of the other party. In the event of any such assignment the
transferor or assignor shall remain obligated to perform its own obligations and
in addition shall be jointly and severally liable for the proper performance of
the obligations of the transferee or assignee pursuant to this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above set forth.
EYECASHNETWORKS, INC. FLUID CASH PA LLC.
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx St. Clair
----------------------------------- -----------------------------------
Xxxxxxx Xxxxxxx, September 20, 0000 Xxxxxx Xx. Xxxxx September 20, 2003
Managing Member
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EXHIBIT A - ARTICLES OF INCORPORATION
EXHIBIT B - EOI PRODUCTS AND SERVICES
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