Exhibit 10.1
FORM OF
Agreement
Reference Code : IMB-1.2-12-1
THIS AGREEMENT, effective on this 15th day of January, 2002, is entered into by
and between:
Alps Resources Bankers Inc., a Florida Corporation with its principal offices at
000 Xxxxx Xxxxxxxxx Xxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000, XXX, represented
by its Chairman/CFO, Xx. Xxxx X. Xxxxxxxxxxx;
(hereinafter referred to as the Client)
AND
AMALGAMATED RESSOURCES TECHNOLOGIES INC. a corporation duly formed under
the laws of the State of Florida with its head office located at 000, Xxxxx
Xxxxxx Xxxx, xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000, U.S.A., represented hereto by
its President/CEO Xx. Xxxx Xxxxxxxxxxx;
(hereinafter referred to as ARTI)
(hereinafter referred to [at times] collectively as the Parties)
R E C I T A L S
WHEREAS ARTI is very active in establishing foreign Companies in the US and
helping them with all their needs inclusive of financial needs via a vast array
of financial tools;
WHEREAS ARTI declares to be able to deploy those efforts in order to carry out
such activities to satisfactory conclusions for the benefit of both Parties;
WHEREAS ARTI further declares that its activities are both legal and legitimate
activities to be carried out under American laws.
WHEREAS the Client has expressed his will to benefit from ARTI'S help and
assistance in order to effectively establish itself and or its assign in the US
and start operating as a US Corporation;
NOW, THEREFORE, for good and valuable consideration, the adequacy of which is
hereby acknowledged by each Party, and for the mutual covenant set forth
hereunder the Parties hereby agree as follows:
1. WHEREAS CLAUSES: The above WHEREAS clauses are hereby incorporated in
these presents by reference and form a part hereof.
2. CLIENT'S UNDERSTANDINGS & COMMITMENTS: By entering into this present
agreement the Client hereby understands and irrevocably and unconditionally
agree to the followings:
a) Client has approached ARTI in order to raise funds for its project;
b) 2ARTI will incorporate a Florida Corporation for its benefits.
Exhibit A contained herein must be duly filed by Client in order for ARTI'S
assign, Amalgamated Resources Holdings Inc., to effectively incorporate
Client's Company. Exhibit A attached hereto forms an integral part of this
Agreement;
c) Client's new Florida Corporation will issue in all One Hundred
Million Shares at 0.0001$ per Share;
d) The Florida Corporation will merge Client's business ideas and
others against 26,001,000 Common Shares of all of its issued and outstanding
Shares;
e) ARTI and its assign, will raise funds for the new Florida
Corporation via various tools such as a guaranteed bond issue, private
investors, grants, loans and others as might be applicable,
f) Client will pay out of proceeds of received funds the net amount of
Four Hundred and Fifty Thousand United States Dollars (450,000.00 US$) or 10 %
of raised amount whichever greater plus a certain number of Stocks for ARTI'S
services;
j) Client will be solely responsible for running his business;
k) All control and decision making process will lie with Client solely;
l) ARTI will be entitled to three seats on the Board of Directors of
the Company;
m) The total number of Directors of the Company will not exceed seven
(7);
n) ARTI'S Directors' appointment will be ruled by the Golden parachute
edict - i.e. One Hundred Thousand US Dollars paid to each Director, yearly, in
case of sale of the Company and for the entire duration of the company's life
under its actual name and or any other names. Said rule will only change in case
of the Company being bankrupt.
o) For its assistance and managerial services and help, ARTI will be
paid monthly the net amount of Fifteen Thousand United States Dollars
(15,000.00US$) without right of termination and or revocation by Client or
management of its Company thereof. Said payments will be entered in the Charter
of the Corporation and will remain in full force until the Company is bankrupt
and or ceases entirely its activity. A name change of the Company or a change of
ownership cannot terminate this Agreement. All payments will be made on the 1st
of each month or the next business day if the 1st is a holiday, by a Corporate
Check made in ARTI'S name and mailed to it at its mailing address;
p) CLI hereby warrants and represents that it will provide ARTI with
the following documentation and as such, take full responsibility under penalty
of perjury and fraud, for the authenticity and accuracy of the document:
- Full English version of the project,
q) Client understands that, should any document(s), as mentioned in section
p) hereinabove, be either fraudulent, inaccurate and or any such document(s) are
omitted willfully or genuinely, sanctions will be applied to their fullest
extent and or to the fullest extent of the Law whichever more damaging;
r) Client understands that should events as described hereinabove Sec. q)
take place, all fees due will be immediately payable and in signing this present
Agreement, Client undertakes to make such payment at first demand without
recourse, delays and or others;
s) Client understands that should any or all of above events occur, it will
be liable for damages not to exceed twenty five percent (25 %) of the funds to
be raised on top of any initial costs;
t) Client hereby warrants and represents that all information remitted to
ARTI are true and accurate;
u) Client hereby warrants and represents that it holds ARTI harmless of any
and all misrepresentations made based on erroneous information given verbally,
in writing, by fax, by hard copy and by email transmission by ARTI based on
information received from them (Client) by email, fax, telephone, hard copy and
any other means of communication existing and or future;
v) Client hereby warrants and represents that it is aware that, and fully
accepts that, as per terms and conditions set forth herein and as per Sec. v)
hereinabove, if ever problems should arise due to non communication,
misrepresentation and other gross negligence and or fraud made and or attempted
by CLI, ARTI will reserve all its rights and will immediately cease all
activities and prosecute CLI to the fullest extent of the law;
w) Client understands that delay might increase if ever market conditions
change drastically, or representations made by itself regarding the feasibility
of the contemplated business turn out to be inaccurate, or, if it does not
submit all files and any and all documentation that may be required timely;
x) Client hereby mandates ARTI for twenty four months (24) from date of
incorporation by ARTI of its new Florida Corporation to accomplish all legal
actions it will deem necessary to satisfactorily succeed in its task(s) as
detailed herein;
y) Client understands and accepts that Neither ARTI nor its associates have
made any representation concerning the future value of the new company and they
shall assume no liability as a result of future declines in the value at present
and or afterwards;
z) Client understands and accepts that neither ARTI nor any other agent of
ARTI and or associates of ARTI has made any representation of the future value
of the new company. All representation, if any, are merged herein;
a1) Client hereby warrants and represents that it has completed its due
diligence on the proposed transaction and is satisfied that ARTI have delivered
sufficient information and documents pertaining to underlying value and
feasibility of said deal;
b1) Client understands and accepts that as long as its results closely
follow its business plan, ARTI and its associates will continue with their
support and expertise;
b2) Client understands and accepts that funds will be disbursed in two
stages to the new Florida Corporation. 1.2 Million Dollars paid in the first
stage and 1.8 Million Dollars in the second stage;
B3) Client understands and accepts that the second stage will take place
within 12 months after accomplishment of the first stage;
B4) Client understands that the commission of 450,000 Dollars is solely
payable after accomplishment of the second stage financing;
B5) Client understands that the monthly payments of 15,000 Dollars are due
immediately after receipt of the first stage financing.
4. CLIENT'S DECLARATIONS: The Client hereby represents and warrants to ARTI
that he is a sophisticated investor (as that term commonly means in financial
markets) and has a sufficient knowledge and/or experience in financial and
business matters to be capable of evaluating the information and the risks
relating to aforementioned contemplated transaction.
5. ARTI'S OBLIGATIONS:
a) ARTI hereby warrants and represents that it has the possibility to
cause to be raised funds via a variety of financial and commercial tools;
b) ARTI hereby warrants and represents that it will cause to be raised a
gross amount of Three Million (3,000,000.00 US$) United States Dollars, on a
best efforts basis, against 3,999,000 shares of the Florida Corp.
c) ARTI hereby warrants and represents that it might cause to be sold, on
a best efforts basis, shares of the new Florida Company to private investors or
others in order to raise part of the contemplated funds amounting to a gross of
Xxx xxxxx Xxx Xxxxxxx Xxxxxx Xxxxxx Dollars (1,200,000.00US$);
d) ARTI hereby warrants and represents that it might use Secured
Industrial Revenue Bonds, Secured Municipal Bonds and Secured Corporate
Debentures and or others in order to raise the required funds or balance of
funds amounting to 1.8 Million United States Dollars - as applicable.
e) ARTI hereby warrants and represents that the final choice used in order
to raise funds for the new Company rests solely with it and that a final
decision will be made based on market and economic conditions once the
transaction starts.
6. POWER OF ATTORNEY: In order to allow ARTI to make all the necessary
arrangements to fulfill its above mentioned obligations, the Investor will xxxxx
XXXX the power to act accordingly.
7. TERM: The term of this Agreement is twenty four (24) months from the da
y of incorporation of the new Florida Corporation. This Agreement shall then be
terminated without further notice unless sooner terminated by the Investor
pursuant to the terms of the following section.
8. COMMUNICATION RESTRICTIONS: The Client hereby agrees and warrants on his
behalf and on behalf of his attorney(ies), accountant(s), agents and
representatives that he, and any of them, will not communicate or attempt to
open communications with any third parties regarding the details relating to
ARTI'S Contacts. These Contacts are ARTI'S proprietary.
Any such attempted communication shall be considered a breach of
contract and may lead ARTI to terminate this Agreement.
9. NON-DISCLOSURE: The Client hereby cknowledges and understands that this
agreement and all information and documentation provided to the Investor by ARB
are strictly CONFIDENTIAL. The Client agrees to use such documents and or
information only for the purposes of this Agreement, and for no other reason,
and will disseminate such information to only those persons whose duties justify
their need to know, and none other.
10. COMMISSIONS AND EXPENSES: The Parties hereto hereby agree that each Party
shall be responsible only for those commissions, fees, costs and expenses that
each has agreed to pay, and that the Party that has incurred the obligations
shall indemnify and hold harmless the other Party against any claim, demand, or
expense, however arising.
11. TAXES: The Parties agree that they are individually and separately liable
for their own taxes, imposts, levies, duties or charges that are applicable to
the execution of their duties as per the laws of their respective jurisdiction.
12. FORCE MAJEURE: The Parties hereby agree that if, during the term of this
Agreement, acts of God, civil disturbances, governmental orders or labor
disputes occur in any country where any act set forth in this Agreement is being
carried out in whole, or in part, by either Party hereto, which makes
performance by that Party impossible to carry out, then this Agreement shall be
declared terminated from the date that Party sends a written notification
thereof to the other Party hereto. Said notice should then specify in reasonable
details the specific "force majeure" relied upon.
13. BINDING EFFECT, ASSIGNMENT: The Parties hereto hereby agree that this
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and assigns, PROVIDED, however, that this Agreement
has not been assigned in whole, or in part, without the prior written consent of
the other Party.
14. TIME IS OF THE ESSENCE: Each Party hereto hereby agrees that time and
timely performance are of the essence of this Agreement and of the covenants and
provisions herein.
15. SEVERABILITY: If any term, condition, clause or provision of this Agreement
shall be declared to be void or invalid in law, then only said invalid text
shall be stricken from this Agreement that will otherwise remain valid for all
other respects.
16. FACSIMILE TRANSMISSION: Any facsimile document pertaining to this
Agreement shall be considered an original, binding and enforceable document.
Nevertheless, each Party has the right to require a subsequent courier delivery
of any such document.
17. NO OFFER TO BUY OR SELL SECURITIES: The Client hereby acknowledges that this
Agreement is in no way an offer to buy or sell securities and is not an
"Investment Contract".
The Client acknowledges that he is responsible to obtain adequate
information relating to this Agreement and that it is his/her responsibility to
conduct his/her due diligence accordingly.
18. NOTICES: Any notice shall be sent via fax as follows:
Client Tel. No.: xx0 000 000 0000
Fax No.:xx0 000 000 0000
Email: xxxx@xxxxxxxxxxx.xxx
ARTI Tel. No.: xx0 000 000 0000
Fax No.:xx0 000 000 0000
Email: xxxx@xxxxxxx.xx
A fax receipt confirmation shall be sent back to the sender within 3
days. If such confirmation is not made, the sender will then use an express
courier service to send his notice. The delivery acknowledgement will then
suffice to prove its receipt.
The Parties hereto may change their designated address, telephone and
fax numbers shown above by giving the other Party 3-day written notice.
19. JURISDICTION: This agreement shall be governed by and construed in
accordance with the laws of the United States of America. Venue for any dispute
arising between the Parties shall be the State of Florida.
20. AMENDMENTS: Any change or modification to this Agreement must be made
in writing and executed by the Parties hereto as a condition prior to the
implementation of such changes and/or modifications
21. OTHER REPRESENTATIONS AND WARRANTIES: Both Parties hereto, severally
and individually, hereby represent and warrant to each other that (i) each Party
has thoroughly read and reviewed this Agreement; (ii) each Party has had a full
and complete opportunity for advice of independent counsel of his own choice
regarding this Agreement; (iii) each Party's signatory is a commercially
sophisticated businessperson intending to consummate transactions in connection
with this Agreement and intending to be legally bound thereby and (iv) the
English Language shall be used for all correspondence pertaining to this
Agreement and the services provided by all involved parties.
22. BOARD OF DIRECTORS AUTHORISATION: By the execution of this Agreement,
Xx. Xxxx Xxxxxxxxxxx hereby confirms that he has been duly and effectively
authorized by the Board of Directors of ARTI to execute, perform and deliver
this Agreement and Xx. Xxxx X. Xxxxxxxxxxx hereby confirms that he has been duly
and effectively authorized by the Board of Directors and Shareholders of Alps
Resources Bankers Inc. to execute, perform and deliver this Agreement.
23. ENTIRE AGREEMENT: The Parties hereto hereby agree that this Agreement
constitutes the sole and only agreement of the Parties hereto and supersedes any
prior understandings or agreements, written or oral, between the Parties.
IN WITNESS WHEREOF, both Parties have signed as of the date first written above.
INVESTOR ARTI
/s/ on file /s/ on file
------------------------------------------ -------------------------------------------------
Xx. Xxxx X. Xxxxxxxxxxx By: Xx. Xxxx Xxxxxxxxxxx
Chairman/CFO President/CEO
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Exhibit A of Agreement IMB-1.2-12-1
Incorporation of a Company under Florida's Jurisdiction
------------------------------------------ -------------------------------------------------------------
Name of the Company
(By priority)
Choice 1 International Motion Book Corp.
Choice 2 M Book Corp.
Choice 3 IMB Corp.
------------------------------------------ -------------------------------------------------------------
Purpose of company Any and all legal activities including
Software development and R&D
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Total Number of Shares 100,000,000
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Par value 0.0001$
------------------------------------------ -------------------------------------------------------------
Name of the Directors Address of the Directors
------------------------------------------ ------------------------------------------------------------
Xxxx Xxxxxxxxxxx Palm Beach, Florida
Dutt X. Xxxxxxxxxxx Palm Beach, Florida
------------------------------------------ -------------------------------------------------------------
Name of the Officers Address of the Officers. Include telephone, fax and email
address for the president.
------------------------------------------ -----------------------------------------------------------
President
Xxxx Xxxxxxxxxxx
Secretary
Xxxx Xxxxxxxxxxx
Treasurer
Dutt X. Xxxxxxxxxxx
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Names of Officers authorized to sign on bank Specimen signatures of Officers authorized to sign on bank
account account
----------------------------------------------
1 Xxxx Xxxxxxxxxxx
2 Dutt X. Xxxxxxxxxxx
(ON FILE)
Names of officers to whom visa cards will be
issued 1_________________________________________
1 Xxxx Xxxxxxxxxxx 2_________________________________________
2 Dutt X. Xxxxxxxxxxx
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We hereby request you to open a bank account for us as well as act as our
resident agent. (Copy of passport herewith enclosed for each signatory on bank
account and each holder of a visa card).
________________________________________________________________________________
Dutt X. Xxxxxxxxxxx (Signature on file)
