EXHIBIT 10.8
XXXXXX'X GRAPHICS PTY LIMITED
AND
GEOGRAPHICS, INC
---------------------------------
AGREEMENT FOR SALE OF BUSINESS
XXXXXX'X GRAPHICS
--------------------------------
XXXXXXXXXXX XXXX
[LOGO]
Solicitors
Xxxxx 0
00 Xxxxxxxx Xxxxxx
XXXXXX XXX 0000
Tel: (00) 0000 0000
Fax: (00) 0000 0000
DX 0000 XXXXXX
eMail: xxxx@xx.xxx.xx
ref:N:\SMF\961328a.doc
TABLE OF CONTENTS
CLAUSE PAGE NO.
1. DEFINITIONS AND INTERPRETATION .............................. 1
1.1 Definitions ............................................. 1
1.2 Interpretation .......................................... 3
2. AGREEMENT TO SELL AND PURCHASE .............................. 4
2.1 Sale and Purchase ....................................... 4
2.2 Title and Property ...................................... 4
3. PURCHASE PRICE .............................................. 5
4. LIABILITY FOR LEASED ASSETS ................................ 5
5. CONDUCT OF THE BUSINESS PENDING COMPLETION .................. 5
5.1 Liability for the Business .............................. 5
5.2 Product Warranties ...................................... 6
6. COMPLETION .................................................. 6
6.1 Time and Place of Completion ............................ 6
6.2 Obligations of the Vendor at Completion ................. 6
6.3 Obligations of the Purchaser at Completion .............. 7
7. PERSONNEL ................................................... 7
7.1 Continuation of Employment .............................. 7
7.2 Vendor Liable for Employee Entitlements ................. 7
8. DEBTS AND LIABILITIES OF BUSINESS ........................... 8
9. TRADE DEBTORS ............................................... 8
10. WARRANTIES .................................................. 8
10.1 Vendor's Warranties .................................... 8
10.2 Vendor's Indemnity ..................................... 11
10.3 Purchaser's Warranties ................................. 11
11. RESTRAINT ................................................... 12
11.1 Restraint Obligation ................................... 12
11.2 Reasonableness of Restraint ............................. 12
11.3 Purchaser Breach ....................................... 13
11.4 Termination of Employment .............................. 13
12. CONFIDENTIALITY ............................................. 13
12.1 Obligation ............................................. 13
12.2 Survival ............................................... 13
13. COSTS AND STAMP DUTY ........................................ 14
13.1 Costs Generally ........................................ 14
13.2 Stamp Duty ............................................. 14
14. NOTICES ..................................................... 14
14.1 Delivery ............................................... 14
14.2 Receipt ................................................ 14
14.3 Addresses for Notices .................................. 15
15. GENERAL ..................................................... 15
15.1 Whole Agreement ....................................... 15
15.2 Amendment ............................................. 16
15.3 Counterparts and Multiple Originals ................... 16
15.4 Waiver ................................................ 16
15.5 Severance ............................................. 16
15.6 Proper Law ............................................ 16
15.7 Attorneys ............................................. 17
15.8 Assignment ............................................ 17
15.9 Merger ................................................ 17
15.10 Further Assurances .................................... 17
SCHEDULE ONE .................................................... 18
SCHEDULE TWO .................................................... 19
THIS AGREEMENT is made on 26th November 1996
BETWEEN: XXXXXX'X GRAPHICS PTY LIMITED [ACN: 003 781 708]
a company incorporated in the State of New South
Wales, Australia and having its registered office at
Xxxxx 0, Xxxxx 0, 000 Xxxxxx Xxxxxx, Xxxxxx (XXXXXX);
AND: GEOGRAPHICS, INC a company duly incorporated in the State
of Wyoming, United States of America and having its
registered office in the State of Washington at 000 Xxxxx
Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx in that State (PURCHASER);
RECITALS
A. The Vendor carries on the Business at the Premises.
B. The Vendor has, or will on Completion, have legal title to the Assets
free of all Encumbrances.
C. The Vendor employs the Employees in the conduct of the Business.
D. The Vendor has agreed to sell and the Purchaser has agreed to purchase
the Business and the Assets on the terms set out in this Agreement.
THE PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Agreement, unless the context otherwise requires, the following
words have these meanings:
ADJUSTMENT DATE means 1 July 1996;
ASSETS means the assets of and related to the Business on the
Adjustment Date and includes the Stock, the Plant, the Business Names, the
Customer List, the Trade Debtors and the goodwill of the Business;
2
ASSOCIATE means any related body corporate, director or substantial
shareholder (as that term is defined section 708(4) of the Corporations Law
assuming that the corporation is a company within section 707(1) of the
Corporations Law) or a person described in section 15 of the
Corporations Law, as if the reference to the "primary person" in that
section were a reference to each party, as appropriate;
BUSINESS means the business of the Vendor of importing and distributing
stationery and graphic arts supplies;
BUSINESS DAY means a day on which banks are open for general banking
business in Sydney other than a Saturday or Sunday;
BUSINESS LOAN means the loan with MLC Building Society Limited which at
the Adjustment Date was $87,037.50.
BUSINESS NAME means the registered business name "Geotype Australia"
registered number L0669045 in the Register of Business Names maintained
by the Department of Business and Consumer Affairs for New South Wales;
COMPLETION means completion of the sale and purchase of the Business in
accordance with clause 6;
COMPLETION DATE means 1st December 1996 or such other date as may be
agreed in writing by the parties;
CUSTOMER means customers of the Business;
EMPLOYEES means the persons employed by the Vendor in the Business,
particulars of whose names, salaries and dates of commencement of
employment are set out in Schedule One;
EMPLOYMENT AGREEMENT means the agreement to be entered into at
Completion with Xx Xxxxxx Xxxxxxxx;
3
ENCUMBRANCE means mortgage, pledge, lien, charge, assignment by way of
security, hypothecation, secured interest, title retention arrangement,
preferential right, trust arrangement or any arrangement having the
same or an equivalent commercial effect or any agreement to create such
an arrangement;
FAULTLESS TERMINATION has the meaning given to that term in clause 11.4;
FINANCIAL ACCOUNTS means the financial accounts of the Vendor for the
year ended 30 June 1996 annexed and marked "A";
LEASED ASSETS means the items listed in Schedule Two;
PLANT means the equipment, machinery, furniture, fixtures and fittings
situated in the Premises and used by the Vendor in carrying on the
Business;
PREMISES means the premises at which the Business is carried on at 0/00
Xxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxxx in the State of New South Wales;
PURCHASE PRICE means the purchase price for the Business;
STOCK means all supplies, packaging and containers and other inventory
used, sold or supplied in connection with the Business including items
of stock in transit;
TRADE DEBTORS means all money owing by Customers as well as any other
rights to payment arising from the operating of the Business before the
Adjustment Date but not paid by the Adjustment Date.
1.2 INTERPRETATION
In this Agreement unless the contrary intention appears:
(a) words denoting the singular include the plural and vice versa;
(b) words denoting individuals or persons include corporations and vice
versa;
(c) headings are for convenience only and do not affect interpretation;
4
(d) references to any agreement or document are to that agreement or
document (and, where applicable, any of its provisions) as amended,
novated, supplemented or replaced from time to time;
(e) references to any party to this Agreement, include that party's
executors, administrators, substitutes, successors and permitted
assigns;
(f) a reference to "$" is a reference to Australian dollars unless
otherwise specified;
(g) a reference to a Recital, clause or Schedule is to a recital, clause
or schedule to this Agreement; and
(h) a reference to any legislation or legislative provision includes any
statutory modification of or re-enactment of, or substitution for, and
any subordinate legislation under, that legislation or legislative
provision.
2. AGREEMENT TO SELL AND PURCHASE
2.1 SALE AND PURCHASE
The Vendor as beneficial owner agrees to sell and the Purchaser agrees
to purchase from the Vendor the Business and the Assets and all of the
Vendor's right title and interest in and to the Business and the Assets
free from any Encumbrance or third party interests for the Purchase
Price, subject to and terms and conditions of this Agreement.
2.2 TITLE AND PROPERTY
Title to and property in the Business and in the Assets:
(a) remains with the Vendor until Completion; and
(b) passes to the Purchaser on and from Completion.
5
3. PURCHASE PRICE
3.1 The Purchase Price for the Business and the Assets of the Business is
the sum of Three Hundred and Four Thousand Three Hundred and Thirty Six
Dollars and Twenty Seven Cents ($304,366.27).
3.2 The Purchase Price shall be paid and satisfied as follows:
(i) by the payment to the Vendor of the sum of $50,529.17 on Completion;
(ii) by the issue to the Vendor on Completion of 50,000 ordinary shares
in the capital of the Purchaser, such shares to be issued as fully
paid;
(iii) by the issue to the Vendor on Completion of an option to acquire
up to 50,000 ordinary shares in the capital of the Purchaser at
an issue price of US$4.00, such option to be exercised within
five (5) years from Completion, and to contain such conditions
and restrictions as are customary in transactions of this sort or
are required by securities regulatory authorities.
4. LIABILITY FOR LEASED ASSETS
The Purchaser agrees on Completion to take over the burden and benefit
of the Leases of the Leased Assets and the Purchaser will as and from
Completion indemnify the Vendor and keep the Vendor indemnified and all
other the Lessees or Guarantors of any Leases of Leased Assets in
respect of all liabilities arising under those Leases after the
Completion Date.
5. CONDUCT OF THE BUSINESS PENDING COMPLETION
5.1 LIABILITY FOR THE BUSINESS
(a) The Vendor is liable for all acts and omissions in the conduct of
the Business up to the Adjustment Date.
6
(b) The Purchaser is liable for all acts and omissions in the conduct
of the Business after the Adjustment Date and indemnifies the
Vendor against all liability of any description arising in respect
of all such acts or omissions.
(c) The Vendor shall be entitled to the takings and profits of the
Business up to the Adjustment Date, from which date the Purchaser
shall be entitled to the same.
5.2 PRODUCT WARRANTIES
The Vendor will indemnify the Purchaser in connection with all costs and
expenses associated with warranty claims that arise from warranties
given to Customers in relation to the sale of any stock items prior to
the Adjustment Date. The Purchaser will, however, not be entitled to
recover any profit margin from the Vendor in respect of such warranty
claims. Also, the Vendor will not be responsible for any costs or
expenses associated with claims which are not warranty claims.
6. COMPLETION
6.1 TIME AND PLACE OF COMPLETION
Completion must occur at the Premises at 11.00 am or at any other time
or place as agreed in writing by the parties.
6.2 OBLIGATIONS OF THE VENDOR AT COMPLETION
At Completion, the Vendor is obliged to confer on the Purchaser title
to, and place the Purchaser in effective possession and control of the
Business and the Assets and, to this end, the Vendor must deliver or
cause to be delivered to the Purchaser:
(a) at the Premises, all of the Stock and the Plant;
7
(b) at the place of Completion, the certificates of registration for each
of the Business Names together with forms sufficient to enable the
Purchaser to become the registered proprietor of the Business Names,
all duly executed by the Vendor;
(c) at the place of Completion, all documents relating to the Business
necessary for it to be carried on;
(d) at the place of Completion, all other documents which are reasonably
required by the Purchaser to vest title to and possession of the
Assets and the full benefit and possession of the Business in the
Purchaser including, without limitation, transfers of such of the
permits and licences held by the Vendor for the purpose of conducting
the Business and which are capable of being transferred by the Vendor;
6.3 OBLIGATIONS OF THE PURCHASER AFTER COMPLETION
The Purchaser undertakes within fourteen (14) days of Completion to
obtain a release of all securities presently lodged to secure the
Business Loan.
7. PERSONNEL
7.1 CONTINUATION OF EMPLOYMENT
The Purchaser agrees that each of the Employees will be employed on the
same or substantially similar terms as those which apply to them on the
Completion Date including but not limited to the salaries specified in
Schedule One.
7.2 VENDOR LIABLE FOR EMPLOYEE ENTITLEMENTS
The Vendor will be responsible for and must adjust with the Purchaser as
at the Adjustment Date the amount of the accrued employee entitlements
specified in Schedule One and shall indemnify the Purchaser, against all
claims in respect of any entitlement as against the Vendor by all
Employees up to the Adjustment Date.
8
8. DEBTS AND LIABILITIES OF BUSINESS
8.1 On Completion, the Purchaser will assume the following debts and
liabilities of the Vendor disclosed in the Financial Accounts in respect
of the Business as at the Adjustment Date and indemnifies the Vendor
against all liability arising from any and all claims made in relation
to those debts and liabilities:
Trade Creditors- $85,970.55
Other Creditors- $18,644.75
Business Loan (unsecured loan)- $87,037.50
8.2 The Vendor shall otherwise be liable for all other debts and liabilities
of the Business up to the Adjustment Date.
9. TRADE DEBTORS
9.1 The Purchaser shall be entitled to all amounts owing by Trade Debtors as
at the Adjustment Date.
9.2 The Vendor agrees to allow the Purchaser to collect all amounts due by
Trade Debtors on the Vendor's behalf and to retain all amounts so
collected.
10. WARRANTIES
10.1 VENDOR'S WARRANTIES
The Vendor warrants to the Purchaser, as an inducement to the Purchaser
to enter into this Agreement and to purchase the Business and the
Assets, and it is a condition of this Agreement that each statement set
out in this clause is true, complete and accurate, (unless the context
indicates otherwise) both at the date of this Agreement and at the
Completion Date.
9
(a) The Vendor has full corporate power and lawful authority to execute
and deliver this Agreement and to consummate and perform or cause to
be performed its obligations under it.
(b) This Agreement constitutes the legal, valid and binding obligation
of the Vendor enforceable in accordance with its terms by
appropriate legal remedy.
(c) The Vendor is the sole legal and beneficial owner of the Business.
(d) The Vendor has or will at Completion have full right, title and
interest in and to sell the Business and the Assets free from any
Encumbrance or third party interests other than as herein disclosed.
(e) The Vendor has not disposed of, agreed to dispose of or granted any
option to any person to purchase the Business or any of the Assets.
(f) The Assets will be insured for their full replacement value from
date of this Agreement until Completion.
(g) This Agreement and Completion do not conflict with or result in a
breach of or default under any provision of its memorandum and
articles of association or any material term or provision of any
agreement or deed or any writ, order or injunction, judgment, law,
rule or regulation to which it is a party or is subject or by which
it is bound.
(h) The Vendor has provided the Purchaser with any and all material
contracts relating to the Business.
(i) All information which has been given by or on behalf of the Vendor
to the Purchaser in the course of the negotiations for this
Agreement is to the best of the knowledge of the Directors of the
Vendor true and accurate in all respects.
(j) The Assets and the Leased Assets constitute all of the property
used in or in connection with and necessary for the continuing
conduct of the Business.
10
(k) There are no disputes, claims or demands in respect of any of the
Assets which might give rise to litigation.
(l) The Vendor has met all obligations in relation to the Leased Assets.
(m) The use of the Premises for the purposes of the Business is
permitted under all relevant planning and local government statutes,
regulations and by-laws and there has been no breach of any of those
statutes, regulations or by-laws.
(n) The Vendor has performed and observed all covenants, conditions,
agreements, statutory requirements, by-laws, orders and regulations
affecting the Premises and each of them and the use of the Premises
for the Business does not contravene any of the same.
(o) There are no outstanding orders or notices affecting the Premises
and there are no proposals of any competent authority involving
compulsory acquisition or otherwise nor any other circumstances
known to the Vendor which may result in any such order or notice
being made or served.
(p) There are no facts or circumstances known to the Vendor which are
likely to result in a material industrial dispute involving the
Employees or any of them, or which may otherwise affect the
Business or its continued conduct nor are there any material pay
or other industrial claims which have been made by or on behalf of
the Employees or any of them which may affect the Business or its
continued conduct.
(q) The Vendor holds all permits and licenses required for the conduct
of the Business and there are no circumstances known to the Vendor
which will or might prevent or restrict the transfer or re-issue
(as the case requires) of those permits and licenses to the
Purchaser.
(r) There are no facts or circumstances known to the Vendor which could
or may result in the revocation or non-renewal of any of the
permits or licences required to conduct the Business.
11
(s) All information which is known to the Vendor relating to the
Business which is material to be known by a purchaser of it for
value, has been disclosed to the Purchaser.
(t) The sale by the Vendor of the Business and the Assets is not
subject to any rights of first refusal, pre-emptive rights or
similar rights in favour of any person whomsoever.
10.2 VENDOR'S INDEMNITY
The Vendor must indemnify, and keep indemnified, the Purchaser against:
(a) any claim against the Purchaser to the extent that the claim arises
from or is connected with any breach of any of the warranties or of
any other term of this Agreement;
(b) any taxes which may be incurred arising from the conduct by the
Vendor of the Business prior to 1 July 1996.
10.3 PURCHASER'S WARRANTIES
The Purchaser warrants and represents to the Vendor, as an inducement to
the Vendor to enter into this Agreement and to sell the Business, and it
is condition of this agreement that, at the date of this agreement and as
at the Completion Date:
(a) the execution and delivery of the Agreement and the Employment
Agreement has been or will at Completion have been properly
authorised by all necessary corporate action of the Purchaser;
(b) the Purchaser has full corporate power and lawful authority to
execute and deliver this Agreement and to consummate and perform
or cause to be performed its obligations under this Agreement;
12
(c) this Agreement constitutes the legal, valid and binding obligation
of the Purchaser enforceable in accordance with its terms by
appropriate legal remedy; and
(d) this Agreement and Completion do not conflict with or result in a
breach of or default under any provision of its memorandum and
articles of association or any material term or provision of any
agreement or deed or any writ, order or injunction, judgment, law,
rule or regulation to which it is a party or is subject or by which
it is bound.
11. RESTRAINT
11.1 RESTRAINT OBLIGATION
The Vendor must not, and must procure that each of its Associates does
not, during the period of two (2) years from 1 July 1996 in the country
of Australia:
(a) promote, participate in, operate or engage in (whether on its own
account or in partnership or by joint venture) the Business or any
business or operation similar to or otherwise in competition with
the Business; or
(b) be concerned or interested (directly or indirectly, or through any
interposed body corporate, trust, principal, agent, shareholder,
beneficiary, or as an independent contractor, consultant or in any
other capacity) in any business or operation similar to or otherwise
in competition with the Business.
11.2 REASONABLENESS OF RESTRAINT
The Vendor agrees that the restraint obligations imposed by clause 11.1
is reasonable in its extent (as to all of duration, geographical area and
restrained conduct) having regard to the interests of each party to this
Agreement.
13
11.3 PURCHASER BREACH
The restraint obligations imposed by clause 11.1 will cease to
apply if the Purchaser fails to pay the Vendor any of the Purchase Price
or otherwise fails to account to the Vendor for Moneys due under this
Agreement.
11.4 TERMINATION OF EMPLOYMENT
If the employment of Xx. Xxxxxx Xxxxxxxx under the Employment
Agreement is terminated during the Restraint Period otherwise than in a
case of misconduct or a fundamental breach by him of his terms and
conditions of employment (Faultless Termination), the restraint
obligations in clause 11.1 will cease to apply.
12. CONFIDENTIALITY
12.1 OBLIGATION
The parties must maintain absolute confidentiality concerning the
terms of this Agreement and the Employment Agreement. No public
announcements or communications relating to the terms of this
Agreement and the Employment Agreement may be made or authorised by or
on behalf of a party without the prior written approval of the other
party, except that a party may make such disclosures as it, in its
absolute discretion, believes is necessary:
(a) its professional advisers, bankers, financial advisers and
financiers upon those persons undertaking to keep confidential
any information so disclosed; or
(b) to comply with any applicable law or the requirements of any
regulatory body or the rules of any stock exchange on which the
shares of a party which is a corporation or any Associate of
such a party are listed.
12.2 SURVIVAL
The obligations in this clause 12 survive termination of this
Agreement.
14
13. COSTS AND STAMP DUTY
13.1 COSTS GENERALLY
Except to the extent specified in clause 13.2 each party must bear
and is responsible for its own costs in connection with the preparation,
execution, Completion and carrying into effect of this Agreement.
13.2 STAMP DUTY
The Purchaser must pay and bear all responsibility for all stamp
duty on or in respect of this Agreement.
14. NOTICES
14.1 DELIVERY
A notice, approval, consent or other communication given or made to
a party under this agreement must be in writing and delivered prior to
5:00 pm on a Business Day, sent by certified prepaid mail or facsimile
to the address or facsimile number of the party as set out below or to
such other address or facsimile number as that party may from time to
time notify the other party for the purposes of this clause.
14.2 RECEIPT
Proof of dispatch is proof of receipt:
(a) if delivered, as at the time of delivery;
(b) in the case of a letter, on the third Business Day after
posting; and
(c) in the case of a facsimile transmission upon production of a
transmission report by the machine from which the facsimile was
sent which indicates that the facsimile was sent in its
entirety to the facsimile number of the recipient notified for
the purposes of this clause (but if the communication is not
completed by 5:00 pm on a Business Day, then at 9:00 am on the
next Business Day).
15
14.3 DELIVERY BY FACSIMILE
Any notice or other communication sent by mail shall also be sent
by facsimile.
14.4 ADDRESSES FOR NOTICES
For the purposes of this clause, the address and facsimile details of
each party are as follows:
VENDOR
Attention: Xx. Xxxxxx Xxxxxxxx
Address: Unit2, 00 Xxxxx Xxxxxx
Xxxxxxx Xxxx XXX 0000
XXXXXXXXX
Facsimile: (61-029 519 9399)
PURCHASER
Attention: Xxxx Xxxxx
Address: Geographics, Inc.
XX Xxx 0000
XXXXXX XX
00000
Xxxxxx Xxxxxx of America
Facsimile: (1 360 332 6352)
15. GENERAL
15.1 WHOLE AGREEMENT
This Agreement and the Schedules contain the whole agreement between
the parities and no understanding, arrangement or provision not
expressly set out in the Agreement or the Schedules will be binding
upon the parties. All correspondence, negotiations and other
communications between and parties in relation to the subject matter of
this Agreement which antedate this Agreement are superseded by and
merged in it.
16
15.2 AMENDMENT
This Agreement may only be amended in writing signed by all the
parties and may not be amended in any other manner.
15.3 COUNTERPARTS AND MULTIPLE ORIGINALS
This Agreement may be executed in any number of counterparts and all
of those counterparts taken together will be deemed to constitute the
same instrument.
15.4 WAIVER
The failure by either party at any time to enforce any of its powers,
remedies or rights under this Agreement will not constitute a waiver
of such powers, remedies or rights or affect the party's rights to
enforce those powers, remedies or rights at any time. Nor does any
single or partial exercise of any power, remedy or right preclude any
other or further exercise of it or the exercise of any other power,
remedy or right under this Agreement.
15.5 SEVERANCE
If any provision of this Agreement is prohibited, invalid or
unenforceable in any jurisdiction, that provision will, as to that
jurisdiction be ineffective to the extent of the prohibition,
invalidity or unenforceability without invalidating the remaining
provisions of this Agreement or affecting the validity or
enforceability that provision in any other jurisdiction.
15.6 PROPER LAW
This Agreement is governed by the law in force in the state of
Washington, United States of America and the parties submit to the
non-exclusive jurisdiction of the courts of that State and any courts
competent to hear appeals from them.
17
15.7 ATTORNEYS
Each attorney who executes this Agreement on behalf of a party declares
that the attorney has no notice of the revocation or suspension of the
power of attorney under the authority of which the attorney executes
this agreement.
15.8 ASSIGNMENT
No party may assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of the other party.
15.9 MERGER
No provision of this Agreement (including, but not limited to, the
warranties made by either party):
(a) merges on or by virtue of Completion;
(b) is any way modified, discharged or prejudiced by reason of any
investigations made or information acquired by or on behalf of the
Purchaser.
15.10 FURTHER ASSURANCES
Each party must do, sign, execute and deliver and must procure that
each of its employees and agents does, signs, executes and delivers all
deeds, documents, instruments and acts reasonably required of it or
them by notice from another party effectively to carry out and to give
full effect to this Agreement and the rights and obligations of the
parties under it, both before and after Completion.
18
SCHEDULE ONE
The Employees
NAME POSITION COMMENCEMENT CURRENT
DATE ENTITLEMENTS
------------------------------------------------------------------------------
Xxxxxxxx Xxxxxxx Administration Services 17/1/94 $28,080.00 p.a.
Xxxx Xxxxxxxx Warehouse Supervisor 24/1/94 $29,068.00 p.a.
Xxxx Xxxxxx Company Director/ 1/7/89 $12,000.00 p.a.
Administration Services
19
SCHEDULE TWO
Leased Assets
Description Lessor Term Commencing Monthly Residual
payment
-------------------------------------------------------------------------------
Hyundai St. Xxxxxx 36 months March 1996 $667.34 $11,710.00
Lantra GLS Partnership
Stationwagon Banking Limited
Regn: UKQ714 Lease No. 6458365
20
EXECUTED as an agreement.
THE COMMON SEAL OF XXXXXX'X [COMMON SEAL]
GRAPHICS PTY LIMITED has been affixed XXXXXX'X GRAPHICS PTY. LIMITED
to this agreement in accordance with
its articles of association in the
presence of:
/s/ Xxxx Xxxxxx /s/ Xxxxxx Xxxxxxxx
---------------------------------- ----------------------------------
Signature of authorised person Signature of authorised person
Director Director
---------------------------------- ----------------------------------
Office Held Office Held
XXXX XXXXXX XXXXXX XXXXXXXX
---------------------------------- ----------------------------------
Name of authorised person Name of authorised person
(block letters) (block letters)
THE COMMON SEAL of GEOGRAPHICS, INC
has been affixed to this agreement in
accordance with its Constitution and
in the presence of the appropriate
authorised officers:
---------------------------------- ----------------------------------
Signature of authorised person Signature of authorised person
---------------------------------- ----------------------------------
Office Held Office Held
---------------------------------- ----------------------------------
Name of authorised person Name of authorised person
(block letters) (block letters)
