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EXHIBIT 10.8
MEMORANDUM OF UNDERSTANDING
BETWEEN
MYRIAD INDUSTRIES INC.
AND
XXXXXXX XXXXXXXXX, INVESTOR
THIS MEMORANDUM OF UNDERSTANDING is entered into between Myriad Industries Inc.
(hereafter known as "Myriad"), 0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxx
Xxxxx, Xxxxxxxxxx, 00000 and Xxxxxxx Xxxxxxxxx, a qualified investor,(hereafter
referred to "Xxxxxxxxx"), 0000 Xxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000.
WHEREAS, Myriad is seeking a Two hundred fifty thousand dollar ($250,000) Short
Term Loan to fund various corporate activities and
WHEREAS, Xxxxxxxxx is willing to provide Myriad a Short Term Loan in the amount
of Two hundred fifty thousand dollars ($250,000) and
WHEREAS, Myriad has agreed to accept the Short Term loan from Xxxxxxxxx and
Xxxxxxxxx has agreed to advance the funds, the parties state the following:
1. SHORT TERM LOAN
The loan to Myriad from Xxxxxxxxx will be for a term of three
months (3) and will bear interest at the rate of eight and
one-half per cent (8 1/2%). The loan will be secured by a
promissory note, a copy of which is attached to this agreement
2. INCENTIVE FOR PROVIDING THE LOAN
A. THE EGYPTIAN PROJECT
As incentive for Xxxxxxxxx providing the Short Term Loan,
Xxxxxxxxx will receive a five per cent (5%)net profit share in
a certain Joint Venture Agreement presently being formalized
between Myriad and the Red Sea Company For Touristic Projects
("Red Sea"), an Egyptian Corporation. The Joint Venture will
be engaged in the business of building and operating for
profit a "5 Star" hotel and other facilities called the
Windsor Garden City Hotel and Village located in Hurghada,
Egypt.
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B. CAPITAL CORPORATION
As further consideration Xxxxxxxxx will receive a (5%) net
profit share of the Financing Corporation described below.
Myriad has formed a financing corporation in Peru which is
named Myriad Industries - Peru S. A. ("Myriad - Peru"). The
corporation was created to provide construction financing for
PMSI - Peru S.A. ("PMSI - Peru"), a Myriad subsidiary, and
mortgage financing for home buyers who purchase homes built by
PMSI - Peru. It is understood that Myriad - Peru will be
funded via an off-shore Bond offering. All of PMSI - Peru's
construction projects will be funded by Myriad - Peru, except
projects where customers have arranged their own financing and
do not choose to use Myriad - Peru for financing.
3. TRANSFERABILITY
Myriad agrees that the profit share from the Joint Venture is
transferable and Xxxxxxxxx may transfer same without the
approval of Myriad.
4. "NET PROFIT" DEFINED
For the purpose of this agreement Net Profit is defined as the
income remaining after first deducting all reasonable
operating expenses, any loan payments due and related Taxes
and Tariffs.
5. PAYMENT OF PROFIT SHARE
A. THE EGYPTIAN PROJECT
Xxxxxxxxx will receive his profit share at the same time and
in the same manner as the Joint Venture partners will be paid
per the Joint Venture Agreement. Myriad will provide Xxxxxxxxx
with financial reports and statements pertaining to the Joint
Venture operations with each distribution of profits or at any
time with reasonable notice.
B. CAPITAL CORPORATION
The net profits from Myriad - Peru, the Capital Corporation,
will be distributed thirty days after xxx xxxxx xx xxxx
xxxxxxxxxx xxxxxxx. Xxxxxx - Xxxx will provide Xxxxxxxxx with
financial reports and statements pertaining to the
corporation's operations with each distribution of net profits
or at any time with reasonable notice.
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6. EXCLUSIVITY OF OPERATIONS
Myriad agrees that it or any other entities it substantially
owns or controls will not create, incorporate or develop any
other entity to operate as a capital corporation in Peru, or
take any other action directly or through any of the
afore-mentioned entities, that will in any manner impair in
any way the percentage ownership or share of Xxxxxxxxx as
provided in this or any other agreement memorandum or writing
between Xxxxxxxxx and Myriad. Once Myriad - Peru is funded all
PMSI - Peru construction projects in Peru will be funded by
Myriad - Peru, the only exception will be when a customer
arranges his own financing.
7. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and shall inure to the
benefit of the Parties, and their respective successors and
assigns.
8. AMENDMENTS
Amendments may be made to this Agreement from time to time
only by the unanimous written consent of the Parties.
9. ATTORNEYS' FEES AND COSTS
If any legal action, arbitration or other proceeding shall be
commenced because of the alleged breach of default of, or
request for a declaratory judgment by, a party in connection
with any provision of this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and
other costs incurred, in addition to any other relief to which
that party may be entitled.
10. NOTICES
Unless written notice of change of address is given, all
notices pertaining to this Agreement shall be in writing and
shall be delivered personally, or sent by first class mail,
postage prepaid, or by telefax, charges prepaid, to the
Parties at the following address:
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TO: MYRIAD INDUSTRIES INC.
0000 Xx Xxxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Tel:(000)000-0000
Fax:(000)000-0000
Contact: Xxxxxx Xxxxxxxx
TO: XXXXXXX XXXXXXXXX
0000 Xxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Tel:(000)000-0000
Contact: Xxxxxxx Xxxxxxxxx
10. APPLICABLE LAW
This Agreement shall be deemed to have been entered
into and shall be construed and enforced in
accordance with the laws of the State of California.
11. VENUE
The Parties hereby consent to and submit to the
jurisdiction of the courts presiding over the State
of California, and any legal action or suit
respecting this Agreement shall be brought only in
the or courts with jurisdiction in California. In the
case of any legal or administrative action or
requirement from either Party, such action must be
brought in the jurisdiction of the courts presiding
in California.
IN WITNESS WHEREOF, the parties hereto have agreed to execute
this Agreement on this 28th day of June 1995.
MYRIAD INDUSTRIES INC.
By /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx Xxxxxxxx
President & CEO
XXXXXXX XXXXXXXXX
By /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
Investor
