AGREEMENT
between
Xxxxxx Xxxxxxxx, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 1 NB,
(hereinafter called "the Principal")
and
Xxxxx Xxxx, Xxxxxxxxxxxxxx 00, 0000 Xxxxxxxx,
Xxxxx Xxxxx, Schwoesterrain, 8714 Feldbach,
(hereinafter called "W&W")
Phemex Establishment, Augarten 8, Xxxxxxxx 000, 0000 Xxxxx
(hereinafter called "the Company")
1. The Principal hereby instructs W&W to perform or cause third parties to
perform the following:
( ) to incorporate the Company
( ) to represent the Principal at the shareholders' meeting of the
Company
( ) to join the board or to appoint the directors of the Company
( ) to act as lawyers on behalf of the company and to watch the
structure
2. W&W shall only act within the bounds of law and ethics according to the
instructions of the Principal, in the absence of such instructions, W&W
may act on its own initiative.
3. The Principal may appoint one or more representatives to act on their
behalf. Their proxies may be revoked at any time. If more than one
person is entitled to give instructions as Principal or representative,
W&W may follow the instructions of any one of them without previously
contacting the other persons so entitled.
4. The Principal undertakes to put the necessary qualifying shares at the
disposal of W&W. Monies received in respect of such shares belong to the
Principal.
5. The Principal and his successors/assignees undertake to release,
discharge and indemnify W&W or third persons appointed by W&W for all
claims brought against them in connection with the performance of this
Agreement, especially in their capacity as founder, shareholder, member
of the board of directors or administrator. W&W is only liable for
unlawful intent and gross negligence.
6. The Principal will reimburse W&W all expenditures, fees, taxes and any
other costs incurred in connection with this Agreement and in the
interest of the Principal. Besides, W&W is authorized to charge its
usual fees. For the activity as directors, W&W shall receive CHF 6,000
per director per annum.
7. This Agreement may be terminated by either party at any time. It is,
however, not automatically terminated in the case of loss of capacity to
act or bankruptcy of either party.
8. This Agreement is subject to Swiss law. Any dispute arising out of this
Agreement is herewith subjected to the jurisdiction of the ordinary
courts at Zurich.
London.
The Principal: W&W:
/s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxx /s/ Xxxxx Xxxx
for and on behalf of Xxxxx Xxxxx Xxxxx Xxxx
Xxxxxx Xxxxxxxx
