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Exhibit 10.151
Agreement made as of this 1st day of January, 1981 between
XXXXXX XXXXXXXXXX, INC., a New York corporation, having its principal place of
business at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Licensor") and ALLIANCE
TRADING COMPANY INCORPORATED, a Panamanian corporation, having its principal
place of business at Avenue Xxxxxxxx Xxxx E Xxxxx 00, Xxxxxxxx Xxxxxxx, Xxxxxx
Xxxx, Xxxxxx ("Licensee").
W I T N E S S E T H:
WHEREAS, Licensor owns the trade name and xxxx HEAVEN SENT,
throughout the countries of the Western Hemisphere, which it uses on, and in
connection with the manufacture and sale of cosmetics; and
WHEREAS, Licensee desires to obtain, and Licensor is willing
to grant, a license to use the trade name and xxxx HEAVEN SENT, throughout the
Western Hemisphere on certain cosmetic products on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual promises herein contained, the parties agree as follows:
1. Definitions. When used in this agreement, unless the
context otherwise requires:
(a) the term "Licensed Trademark" means the trade
name and xxxx "HEAVEN SENT," together with all registrations thereof appearing
on Schedule A, annexed hereto;
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(b) the term "Territory" means all the countries
located in the Western Hemisphere including Puerto Rico, the United States
Virgin Islands and the Mexican Free Trading Zone, but excluding Canada, the
continental United States, Alaska, Hawaii, Mexico other than the Free Trading
Zone, Chile, Colombia, Uruguay, Guatemala, Costa Rica, Nicaragua, El Salvador,
and Honduras;
(c) the term "Products" means the fragrance cosmetic
products listed on Schedule B annexed hereto, designed or intended to be poured,
sprinkled or spread upon the human body to promote the beauty and appearance of
the user;
(d) the term "Licensed Products" means Products
bearing the Licensed Trademark;
(e) the term "Contract Year" means a twelve-month
period commencing January 1 and terminating the following December 31st;
(f) the term "net selling price" shall mean gross
sales less the sum of: returns, allowances, excise tax and sales tax;
(g) the term "free trading zone" means the portion in
Mexican territory of the duty free area located on the Mexican-United States
border.
2. Grant. (a) Licensor hereby grants to Licensee the sole and
exclusive right and license and to use the Licensed Trademark solely on, and in
connection with the manufacture of the Products throughout the world and sale of
the Products in the Territory. Licensee shall not use the Licensed Trademark as
or part of its corporate or business name or the name of any business entity
which is controlled by Licensee, nor shall Licensee use Licensor's name in
conjunction with the Licensed Trademark whether on the Products or in connection
with any
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advertising, promotional materials or otherwise of the Licensed Products other
than in a legend on the Licensed Products stating "Manufactured and distributed
under license from Xxxxxx Xxxxxxxxxx."
(b) Licensee shall have no right to sub-license any
of the rights in the Licensed Trademark conveyed under this agreement.
(c) Licensee shall not affix or use the Licensed
Trademark on any cosmetic or toiletry other than the Products without Licensor's
prior written consent.
(d) Licensee shall use its best efforts to exploit
the rights herein granted throughout the Territory and to manufacture and sell
the maximum number of Licensed Products consistent with good business practice.
(e) Licensor shall forward to Licensee customer
lists, manufacturing processes, research and development activities relating to
the Products, chemical studies and data reports regarding safety and efficacy of
the Products which have been reduced to writing and which presently exist.
(f) Licensor will supply Licensee with mechanicals,
tools, dies, plates and exclusive molds presently being used in the manufacture
and fabrication of the Products.
(g) Licensor will furnish Licensee with copies of all
current brochures, catalogs, publicity releases and all pertinent advertising
copy and materials, as well as current radio, print and television commercials
relating to the Products.
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3. Ownership of Marks. Licensee recognizes Licensor's
ownership of the Licensed Trademark and covenants it will make no claim which is
adverse to Licensor's right, title or interest therein. All use by Licensee of
the Licensed Trademark shall inure to the benefit of Licensor, and Licensee will
make no use thereof except as permitted by this agreement.
4. Trademark Notice. Licensee covenants it will cause to
appear on all Licensed Products, or on the labels, labeling or packaging
thereof, and on all material originating with it and used to promote the sale of
Licensed Products in the Territory, such trademark notices as may be required by
law to protect Licensor's ownership of the Licensed Trademark.
5. Quality Control. Licensee covenants that Licensed Products
manufactured for or by it and sold in the Territory shall be of a high standard
and quality so as to reflect favorably upon the business of both Licensor and
Licensee and the good will associated therewith. To effectuate the foregoing:
(a) Prior to the time that Licensee shall sell or
offer for sale, in the regular course of business, any Licensed Products in the
Territory, Licensee shall submit to Licensor, for its approval, samples thereof
as well as samples of all materials used to sell of to promote the sale of
Licensed Products including, but not limited to, labels, labeling, packaging
materials, advertising and other promotional materials. Thereafter, Licensee
shall not make any change in such Licensed Products or in such materials used to
sell or promote the sale of Licensed Products without first submitting such
changes to Licensor and obtaining its approval.
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(b) Licensor shall have the right, at all times and
upon reasonable advance notice to Licensee, to inspect the manufacturing
operations of Licensee where Licensed Products are made, and Licensee shall
submit to Licensor, without charge, at reasonable intervals throughout the term
of this agreement, a reasonable number of samples of Licensed Products in order
that Licensor may satisfy itself that such Licensed Products conform to the
samples thereof approved by Licensor.
(c) No approval required of Licensor under this
paragraph shall be unreasonably withheld or delayed, and any sample of a
Licensed Product or materials used to sell or promote the sale of Licensed
Products which have not been disapproved within ten (10) business days after
receipt thereof shall be deemed to have been approved.
(d) Licensor may not change the formula of any of the
Products or add Products not listed on Schedule B without Licensor's prior
written approval.
6. Royalties. As full consideration for the license and all
rights herein granted, Licensee shall pay to Licensor, and Licensor shall
accept, the following royalties:
(a) a percentage royalty for the contract year
commencing January 1, 1981 and for each subsequent contract year throughout the
term of this agreement of five percent (5%) of the aggregate net selling prices
of the Licensed Products; and
(b) a minimum guaranteed royalty of $25,000 with
respect to the first contract year payable in advance on signing this agreement.
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7. Payment and Reporting of Royalties. (a) The percentage
royalty payable hereunder shall be paid quarterly, within thirty (30) days
following the last day of March, June, September and December computed on the
basis of the aggregate net selling prices of the Licensed Products sold during
such calendar quarter at the rates specified in paragraph 6(a) above. In the
first contract year, the percentage royalty shall be computed on the basis of
the aggregate net selling prices of the Licensed Products sold during such year
at the rates specified in paragraph 6(a) above, with a credit for the royalties
already paid to Licensor with respect to such year under paragraphs 6(a) above.
(b) Licensee shall make written reports to Licensor
at the time each percentage royalty payment is due, showing in detail the
number, description and aggregate net selling prices of Licensed Products sold
during the preceding three (3) calendar months. Such written report shall be
furnished to Licensor whether or not any Licensed Products have been sold during
the period with respect to which such report is due.
(c) Licensee also agrees to make a written report to
Licensor within thirty (30) days after the date of any termination of this
agreement, stating the number, description and aggregate net selling prices of
all Licensed Products sold and upon which a percentage royalty not previously
reported to Licensor is payable.
(d) Licensee shall promptly apply to appropriate
government authorities for approval to remit royalties to Licensor. Any
remittance not approved by the date due hereunder shall be deposited locally by
Licensee in Licensor's name at a bank designated by Licensor. All royalties
shall be remitted free of taxes and
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charges except for income taxes required to be withheld at source and Licensee
shall file appropriate tax returns on behalf of Licensor.
(e) All payments due Licensor hereunder shall be made
in United States dollars in New York and computed at the official rate of
exchange in effect on the last day of the period to which the remittance
relates.
8. Minimal Annual Sales. Commencing with the contract year
beginning January 1, 1982, Licensee covenants and warrants to Licensor that
during each contract year its minimum annual sales of the Licensed Products in
the Territory shall not be less than $1,000,000. If Licensee's annual sales
during any contract year are less than the applicable minimum stated above,
Licensor shall have the right and option to terminate this agreement upon
fourteen (14) days notice in writing to Licensee. If prior to the end of this
fourteen (14) day notice period, Licensee pays to Licensor the difference
between the percentage royalty on the minimum sales for the applicable year and
the aggregate percentage royalty paid or payable on the actual sales of Licensed
Products in that year, Licensor's election to terminate the agreement as
provided herein shall be void and without force or effect.
9. Records. Licensee will maintain records showing the
Licensed Products sold by it under this agreement, such records to be in
sufficient detail to enable the royalties payable to Licensor to be determined.
Licensee will also permit its books and records to be examined, from time to
time and upon reasonable advance notice, to the extent necessary to verify the
reports provided for in paragraphs 7 and 8, such examination to be made at the
expense of Licensor by a representative of Licensor, provided Licensee shall not
be obligated to retain records or permit
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inspection of its books with respect to sales of Licensed Products for a period
of more than two (2) years after the date of such sale.
10. Licensor's Representations, Warranties and Indemnity.
Licensor represents and warrants:
(a) The execution and delivery of this agreement and
the performance by Licensor of the transactions contemplated hereby have been
duly authorized by all appropriate corporate action;
(b) The grant of the rights and license hereby
granted does not and will not constitute a breach or violation of any other
agreement or understanding, written or oral, to which it is a party;
(c) Licensor is the sole proprietor of the Licensed
Trademark and the use by Licensee of the Licensed Trademark as contemplated in
this agreement will not infringe upon or violate the rights of any other person,
firm or corporation;
(d) There are no proceedings, claims or actions
pending, or to the knowledge of Licensor threatened, related to the Licensed
Trademark.
Licensor shall indemnify Licensee and hold it harmless form and against all
claims, action, suits and proceedings and all loss, liability, damages, costs
and expenses incurred in connection therewith (including reasonable attorneys'
fees) for which Licensee may become liable or incur or be compelled to pay and
arising out of a breach of any of the foregoing representations and warranties.
If Licensee is threatened with any claim, action, suit or proceeding based upon
an allegation that Licensor has breached the representation and warranty set
forth in sub-paragraph (c)
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above, Licensee shall, in lieu of paying any royalties or other sum due or to
become due to Licensor under this agreement, deposit such royalty or sum in a
segregated bank account until such time as such claim, action, suit or
proceeding has been settled or finally determined, whereupon Licensee shall
deliver to Licensor under this agreement all funds held in such bank account
less any amounts required to reimburse Licensee in accordance with the indemnity
provided in this paragraph 10. If the funds held in such bank account are not
sufficient to fully reimburse Licensee as herein provided, Licensor shall pay to
Licensee such additional sums as may be required to fully indemnify Licensee in
accordance with the terms and provisions of this paragraph 10.
11. Licensee's Representations, Warranties and Indemnity.
Licensee represents and warrants:
(a) The execution and delivery of this agreement and
the performance by Licensee of the transactions contemplated hereby have been
duly authorized by appropriate corporation action.
(b) The performance by Licensee of any of the terms
and conditions of this agreement on its part to be performed will not constitute
a breach or violation of any other agreement or understanding, written or oral,
to which it is a party.
(c) The Licensed Products, and the manufacture and
sale thereof by Licensee, shall comply with all applicable laws and governmental
regulations.
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Licensee shall indemnify Licensor and hold it harmless from and against all
claims, actions, suits and proceedings and all loss, liability, damages, costs
and expenses incurred in connection therewith (including reasonable attorneys'
fees) for which Licensor may become liable or incur or be compelled to pay and
arising out of a breach of any of the foregoing representations and warranties.
12. Licensee's Product Liability Insurance. Licensee covenants
and agrees it shall, throughout the term of this agreement, obtain and keep in
full force and effect product liability insurance with respect to the Licensed
Products manufactured or sold in the Territory with policy limits of not less
than $1,000,000 for each person, $1,000,000 for each occurrence and $500,000
property damage. Each such policy of insurance shall name both Licensor and
Licensee as an insured and, to the extent obtainable, will contain an agreement
by the insurer that it will not cancel such policy except after ten days prior
written notice to Licensor. Licensee shall deliver to Licensor on request a
certificate of the insurer or other reasonable evidence showing that the
insurance required hereunder has been obtained and is in full force and effect.
13. Maintenance and Protection of Licensor's Trademarks.
Licensor covenants and agrees, throughout the term of this agreement and at its
sole cost and expense, to use it best efforts in the Territory to register,
maintain and keep in full force and effect the Licensed Trademark so they may be
used in connection with the manufacture and sale of Products as contemplated by
this agreement. Licensor further covenants and agrees it will use its best
efforts to protect the Licensed Trademark from infringement by any other person,
firm or corporation in the
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Territory and in connection therewith to prosecute promptly and diligently all
actions and proceedings which may be necessary or appropriate. Licensee shall
have the right, but not the obligation, at its own cost and expense, to
participate in all such actions and proceedings by counsel of its choice. All
sums recovered as a result of any such action or proceeding shall, after the
deduction of the reasonable expenses actually incurred by Licensor in connection
therewith, be divided equally between Licensor and Licensee. No settlement of
any such action or proceeding shall be made by Licensor without obtaining
Licensee's prior approval, and if Licensee should object to such settlement,
such settlement shall not be made if Licensee assumes the prosecution of such
action or proceeding and all expenses thereof. Any sums thereafter recovered
shall be divided equally between Licensor and Licensee after deduction of the
reasonable expenses actually incurred by Licensee in connection therewith. If
Licensor fails to perform any of the covenants or agreements set forth in this
paragraph, Licensee may, but shall not be obligated to, perform such covenants
and agreements and deduct all costs and expenses incurred by it in connection
therewith from the payment of any royalty or other sums which may become due and
owing to Licensor under this agreement, and Licensor hereby appoints Licensee as
its attorney-in-fact to execute and deliver any and all documents and take any
and all action which it may deem necessary or appropriate to perform the
aforesaid covenants and agreements upon Licensor's default.
14. Term of License. This agreement and the license hereby
granted shall become effective immediately upon the execution and delivery
hereof and unless
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terminated as hereinafter provided, shall be perpetual. Notwithstanding any
other provisions of this agreement to the contrary, this agreement may be
terminated:
(a) By either party if the other fails punctually and
faithfully to observe and perform any of the terms, covenants and conditions on
its part to be performed under this agreement and such failure continues for a
period of sixty (60) days after notice thereof to such other party; or
(b) By either party forthwith if the other party
becomes insolvent, makes an assignment for the benefit of creditors or commits
any act amounting to a business failure or proceedings in bankruptcy or
reorganization or for an appointment of a receiver or trustee for or over such
party's property are instituted by or against such party in any court having
jurisdiction thereof, and such proceedings be not vacated, set aside or stayed
within ninety (90) days thereof, or if such party attempts to extend or enter
into a general compromise of its liabilities.
The rights of termination as herein provided shall be in addition to all other
rights and remedies which either party may have to enforce this agreement or to
secure damages for the breach thereof, and the exercise of any right of
termination as herein provided by either party shall not relieve the other of
any of its obligations under this agreement accruing prior to the effective date
of termination, including, but not limited to, the obligation to pay royalties
or to render reports with respect thereto.
15. Rights Upon Expiration or Termination. Upon termination or
expiration of this agreement, Licensee shall have the right to sell or otherwise
dispose of any Licensed Products or any inventory relating thereto which it may
have on hand
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or in production on the date of such termination or expiration, provided all
such sales or dispositions shall be completed within one (1) year after the date
of such termination or expiration. All such sales and dispositions shall be
subject to the applicable royalty and reporting provisions as herein provided.
Except as required in connection with such sales and dispositions, Licensee
will, on termination or expiration of this agreement, discontinue and cease
using the Licensed Trademarks and cancel as promptly as possible all promotional
activities relating thereto.
16. Status of Parties. The status of the parties under this
agreement shall be that of independent contractors and nothing herein contained
shall constitute a partnership or joint venture between them. Neither party
shall have the right to enter into any agreements on behalf of the other nor
shall it represent to any person, firm or corporation that it has such right or
authority.
17. Benefit and Assignment. (a) This agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns. No person, firm or corporation other than the
parties and their successors and permitted assigns shall derive any rights or
benefits under this agreement.
(b) Licensee may not assign this agreement without
Licensor's prior written consent. Licensor's consent shall not be withheld in
the event this agreement is assigned as part of a sale of all or substantially
all of Licensee's assets.
(c) Licensor may, at any time and from time to time,
assign this agreement, its rights hereunder and the royalties or any other sums
at any time due or to become due, or at any time owing or payable, by Licensee
to Licensor
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under any of the provisions hereof. Any such assignment may either be absolute
or as collateral security for indebtedness of Licensor. No such assignee for
collateral purposes shall be obligated to perform any duty, covenant or
condition required to be performed by the Licensor under this agreement and
Licensee, by its execution hereof, hereby acknowledges and agrees that
notwithstanding any such assignment, each and all such covenants, agreements,
representations and warranties of Licensor shall survive any such assignment and
shall be and remain the sole liability of Licensor and of every person, firm or
corporation succeeding to all or substantially all of the business assets or
good will of Licensor. Without limiting the foregoing, Licensee further
acknowledges and agrees that from and after receipt by it of written notice of
assignment from Licensor and its assignee:
(i) if so directed, all royalties and other sums
which are the subject matter of the assignment shall be paid to the
assignee thereof at the place of payment designated in the notice;
(ii) if such assignment was made for collateral
purposes, the rights of any such assignee in and to the royalties and
other sums payable by the Licensee under any provisions of this
agreement shall be absolute and unconditional and shall not be subject
to any abatement whatsoever or any defense, setoff, counterclaim or
recoupment whatsoever by reason of any indebtedness or liability
howsoever and whenever arising of the Licensor to the Licensee; and
(iii) the assignee shall have the sole right to
exercise all rights, privileges or remedies (either in its own name or
in the name of the Licensor)
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which by the terms of this agreement or by applicable law are permitted
or provided to be exercised by Licensor. Licensee shall be entitled to
relay on any notice of assignment given by Licensor and is assignee
without verifying the authority under which it is given.
18. Notices. Every notice permitted or required under this
agreement shall be in writing, and shall be deemed duly given when mailed by
registered or certified mail to either party at such party's address as set
forth above, until such address is changed by the giving of notice thereof in
like manner.
19. Applicable Law. Regardless of the place of execution and
delivery of this agreement, this agreement shall be governed by and construed
according to the laws of the State of New York.
20. Waivers. The failure of either party to insist upon the
strict performance of the terms, conditions and provisions of this agreement
shall not be a waiver of future compliance or a waiver of any other provisions
hereof. No waiver by either party of any provision hereof shall be deemed to
have been made unless expressed in writing and signed by a duly authorized
officer of such party.
21. Entire Agreement. This agreement contains the entire
understanding of the parties with respect to the subject matter hereof. There
are no representations, promises, warranties, covenants or undertakings other
than those expressly set forth herein. No modification of any of the terms of
this agreement shall be valid unless expressed in writing and signed by a duly
authorized officer.
22. Further Documents and Actions. The parties shall execute
and deliver any and all further documents and take any and all further actions
which either
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of them may deem necessary or appropriate to effectuate the intents and purposes
of this agreement.
23. Paragraph Headings. The headings of the paragraphs herein
are for the convenience of the parties only and are not to be considered part of
this agreement in construing the same.
24. Counterparts. This agreement may be executed in one or
more counterparts, each of which shall be considered an original.
IN WITNESS WHEREOF, the parties have duly executed this
agreement as of the date first above written.
XXXXXX XXXXXXXXXX, INC.
By: /s/ Illegible
____________________________
(name) (title)
ALLIANCE TRADING COMPANY INC.
By:
____________________________
(name) (title)
[Notarization Illegible]
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SCHEDULE A
Trademark Registrations and Applications
Country Registration No. Original Registration Date
------- ---------------- --------------------------
ARGENTINA Cl. 16 770.203/5 July 13, 0000
XXXXXX Cl. 3 1232/0610.876 July 10, 1975
Cl. 20 1232/0610.877 July 10, 1975
Design Cl. 3 1272/0610.878 July 10, 1975
Cl. 20 1272/0610.879 July 10, 1975
DOMINICAN Cl. 50 27.315 January 10, 0000
XXXXXXXX
XXXXXXX Cl. 3 1139 August 17, 1979
MEXICO Cl. 6 128.247 September 9, 0000
XXXX Cl. 3 6085 July 18, 1956
*/PUERTO Cl. 6 21.269 March 7, 1978
RICO
UNITED Cl. 51 422.561 July 30, 1946
STATES
VENEZUELA Cl. 6 15.822 June 22, 1945
Application
PARAGUAY Cl. 16 Nov. 1979
--------
1/ Usage limited to sale in Puerto Rico and U.S. Virgin Islands only.
00
XXXXXXXX XX XXXXXX )
PROVINCE OF PANAMA )
CITY OF PANAMA )
EMBASSY OF THE UNITED )
STATES OF AMERICA )
I, Xxxxxxx Xxxxxxxxx Consul of the United States of America in
the Republic of Panama, duly commissioned and qualified, do hereby certify that
Xxxxxxx Xxxxxxx Xxxxxxx
whose true signature and official seal are respectively subscribed and affixed
to the foregoing certificate, was of the 13th day of January, 1981 the day of
the date thereof, 4th Notary Public at Panama
Republic of Panama, duly commissioned and qualified to whose official acts,
faith and credit are due.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Embassy at Panama, Republic of Panama this 13th day of January, 1981.
/s/ Xxxxxxx Xxxxxxxxx
_______________________
Xxxxxxx Xxxxxxxx
Consul of the United States of America
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AMENDATORY AGREEMENT made as of the 15th day of June, 1981
between XXXXXX XXXXXXXXXX, INC., a New York corporation, having its principal
place of business at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Licensor") and
ALLIANCE TRADING COMPANY INCORPORATED, a Panamanian corporation, having its
principal place of business at Avenue Xxxxxxxx Xxxx E Xxxxx 00, Xxxxxxxx
Xxxxxxx, Xxxxxx Xxxx, Xxxxxx ("Licensee").
W I T N E S S E T H:
WHEREAS, by an agreement dated as of January 1, 1981 (the
"Agreement"), Licensor granted to Licensee the exclusive right and license to
use the trademark HEAVEN SENT in connection with the Products throughout the
Territory; and
WHEREAS, the parties to the Agreement desire to make the
license granted under the Agreement non-exclusive solely with respect to the
sale of the Products in the Mexican Free Trading Zone;
NOW, THEREFORE, in consideration of the premises and the
mutual promises herein contained, the parties agree as follows:
(1.) Paragraph 2 (a) of the Agreement shall be amended to read
as follows:
"2. Grant. (a) Licensor hereby grants to
Licensee the sole and exclusive right and license to
use the Licensed Trademark solely on, and in
connection with the manufacture of the Products
throughout the world and sale of the Products in the
Territory. Provided, however, the license granted
herein with respect to the Mexican Free Trading Zone
shall be non-
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exclusive only insofar as Xxxxxx Xxxxxxxxxx de
Mexico, S.A. shall also have the right and license to
sell the Products in the Mexican Free Trading Zone.
Licensee shall not use the Licensed Trademark as or
part of its corporate or business name or the name of
any business entity which is controlled by Licensee,
nor shall Licensee use Licensor's name in conjunction
with the Licensed Trademark whether on the Products
or in connection with any advertising, promotional
materials or otherwise of the Licensed Products other
than in a legend on the Licensed Products stating
"Manufactured and distributed under license from
Xxxxxx Xxxxxxxxxx"."
(2.) Except as modified above, the Agreement is in all
respects ratified and confirmed.
(3.) All capitalized terms used herein (without specific
definition) shall have the same meaning as given in the Agreement.
IN WITNESS WHEREOF, the parties have duly executed this
agreement as of the date first above written.
XXXXXX XXXXXXXXXX, INC.
[Notarization Illegible] By: /s/ Illegible
-------------------------
ALLIANCE TRADING COMPANY INC.
By: /s/ Illegible
-------------------------
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REPUBLIC OF PANAMA )
PROVINCE OF PANAMA )
CITY OF PANAMA )
EMBASSY OF THE UNITED )
STATES OF AMERICA )
I, J. Royal Xxxxxxxxx III, Vice Consul of the United States of
America in the Republic of Panama, duly commissioned and qualified, do hereby
certify that Xxxxxxx Xxxxxxx Xxxxxxx
whose true signature and official seal are respectively subscribed and affixed
to the foregoing certificate, was of the 30th day of June, 1981 the day of the
date thereof, 4th Notary Public at Panama
Republic of Panama, duly commissioned and qualified to whose official acts,
faith and credit are due.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Embassy at Panama, Republic of Panama this 1st day of July, 1981.
/s/ J. Royal Xxxxxxxxx III
Vice Consul of the United States of America
