EXHIBIT 10.4
AGREEMENT
THIS AGREEMENT made and entered into this 13th day of August,
1998, by and between INTERWEST TRANSFER CO., INC., hereinafter referred
to as the "Agent", and Netvoice Technologies, hereinafter referred to as
the "Company".
1. Agent shall be and is hereby appointed transfer agent, warrant
agent and registrar for the common stock of the Company.
2. The Secretary of the Company will file with the Agent before
Agent begins to act as transfer agent:
A. A copy of the Articles of Incorporation of the Company.
B. Specimens of all forms of outstanding certificates of shares of
the Company in the form approved by the Board of Directors.
C. A list of all outstanding securities together with a statement
that future transfers may be made without restriction on all securities
except as noted by the secretary and except shares subject to a
restriction noted on the face of said shares and in the corporate stock
records.
D. A list of all shareholders considered "insiders" or "control"
persons as defined in the Securities Act of 1933, 1934, and other acts of
congress and rules and regulations of the United States Securities and
Exchange Commission, or any State Securities Division, when applicable.
E. The names and specimen signatures of all officers who are and
have been authorized to sign certificates for shares on behalf of the
Company and the names and addresses of any other transfer agents or
registrars of shares of the Company.
F. A copy of the resolution of the Board of Directors of the
Company authorizing the execution of the Agreement and approving the
terms and conditions hereof, certified by the secretary of the Company.
G. In the event of any future amendment or change in respect to
any of the foregoing, prompt written notifications of such change,
together with copies of all relevant resolutions, instruments or other
documents, specimen signatures, certificates, opinions or the like, as
the agent may deem necessary or appropriate.
3. The company hereby authorizes Agent to purchase stock
certificates as needed to perform regular transfer duties; such costs
being paid immediately upon notice of such purchase.
4. Transfer of shares shall be made and effected by Agent, and
shall be registered and new certificates issued upon surrender of the old
certificates, in a form deemed by Agent properly endorsed for transfer,
with all necessary endorser's signatures guaranteed in such form and
manner as Agent requires by a guarantor reasonably believed by Agent to
be responsible, accompanied by such assurances as Agent shall deem
necessary or appropriate to evidence the genuiness and effectiveness of
such necessary endorsement, and satisfactory evidence of compliance with
all applicable laws relating to collection of taxes, if any. That all
transfer of shares and issuance of certificates shall be at a fee
chargeable by Agent at his discretion. Such fee to be paid by such
person, persons, firms or corporations requesting such transfer, in advance.
5. In registering transfers, Agent may rely upon the Uniform
commercial Code, Section 17 of the Securities Code as set forth by the
Securities and Exchange Commission, or any other statute with in the
opinion of counsel protects Agent and Company for purposes of inquiry, or
in refusing registration wherein an adverse claim may require such
refusal. Issuer agrees to hold the Agent harmless from any liability
resulting from instructions issued to said Agent by Issuer.
6. Agent shall maintain customary records in connection with its
agency, all of which shall be available for examination and inspection by
the Company at all reasonable times.
7. The Company will pay a one-time set up fee. An annual fee will
be charged to maintain computerized records of the Company in an orderly
and accurate manner (see attached fee schedule), and enable Interwest
Transfer Co., Inc., to act as transfer agent or registrar, or both.
8. The Company may remove Agent at any time by giving forty-five
(45) days written notice in the form of a resolution from the Board of
Directors of the Company. Upon receipt of such proper notice, a
termination fee (see attached fee schedule) and any other bills, Agent
shall deliver to its successor, or the company, its records as Agent.
9. Agent shall not be liable for any error of judgement or for any
act done or step taken or omitted by it in good faith, except its own
willful misconduct. Company does hereby agrees to indemnify and hold
harmless Agent, and each and all of its officers, directors, employees,
and agents from and against any loss, damage or expense which may arise
directly or indirectly from any actions, suits, threats of suit, or
claims of any kind or nature, other than any such resulting from the
willful misconduct of agent.
10. Company agrees to reimburse Agent for any and all expenses
resulting from the serving upon agent of a subpoena by a Federal or State
Agency or a request from one of said agencies, requiring or requesting
that agent produce information or documents to said agency. Said
expenses shall include but not be limited to travel expenses, copying
charges, computer time, employee times, etc.
11. Company agrees to pay all amounts due to agent under this
contract within 30 days of billing. Company specifically agrees that
Agent shall have a lien against all Company records to secure any amounts
owning to agent. In addition, Company specifically agrees that Agent
may, at its option, refuse to make any transfers of Company's securities
until past due accounts have been paid.
12. This agreement may not be assigned by Agent without express
prior written consent of the Company.
AGREED AND ENTERED INTO the day and year first written above.
INTERWEST TRANSFER CO., INC.
BY: /s/
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Netvoice Technologies, Inc.
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COMPANY
BY: /s/
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CERTIFICATE OF PASSAGE OR RESOLUTION APPOINTING
TRANSFER AGENT
RESOLVED: That Interwest Transfer Co., Inc., a corporation organized and
existing under and by virtue of the laws of the State of Utah, with
offices at 0000 Xxxx 0000 Xxxxx, XXX 000, Xxxx Xxxx Xxxx, Xxxx, be and is
hereby appointed transfer agent of this Corporation, and that all
accredited officers of said Interwest Transfer Co., Inc., each of them is
hereby authorized, designated and accepted to act for and on behalf of
this Corporation as Vice President and Assistant Secretary with power
only to sign stock certificates in either capacity; and be it further
RESOLVED: That this Corporation hereby does relieve the said transfer
agent and its offices and representatives of all liability for all acts
and things done and performed by said transfer agent and its officers and
agents under orders of any officer or agent and/or representative of this
Corporation, and hereby does assume full responsibility for all such acts
and things done; and be it further
RESOLVED: That said transfer agent be, and is hereby authorized to us its
own judgment in matters affecting its duties as such agent; and in its
discretion to apply to and to act upon instructions of its own counsel or
of the counsel of this Corporation in respect to any question arising in
connection with such agency, all legal fees to be at the expense of this
Corporation, and said transfer agent is hereby relieved of any
responsibility to this Corporation, and indemnified by this Corporation
as to any responsibility to third persons, for action taken in accordance
with advice of such counsel or its own judgment. Remaining liable only
for its own willful default or misconduct; and be it further
RESOLVED, That this corporation shall, and hereby does, indemnify,
protect and hold said transfer agent harmless for any act, omission,
delay, or refusal made by it in reliance upon any stock certificate or
other instrument issued by their Corporation believed by said agent in
good faith to be valid, genuine and sufficient, and in effecting any
transfer believed by it in good faith to be duly authorized, said
transfer to retain liability in such respects only for its own willful
misconduct; and be it further
RESOLVED, That said transfer agent shall be without liability to this
Corporation, and is hereby indemnified from any liability to third party
from said agent's refusal to perform any act in connection with this
agency where, in reliance upon opinion of its counsel, said agent in good
faith believes that such act may subject it or its officers or employees
to criminal liability or injunctive sanctions under any law of any state
or of the United States and, under the Securities Act of 1933.
STATE OF Nevada
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COUNTY OF Xxxxxx
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Xxxx Xxxxx, being duly sworn deposes and says that Xxx Xxxxxxx is
Secretary of Netvoice Technologies, Inc, a corporation organized and
existing under the laws of the State of Nevada, and having its principal
place of business in Dallas, TX at 00000 Xxxxxxxx Xxxxx, that Xxx Xxxxx -
Counsel has custody of the books of said corporation, and that the
foregoing is a full, true and correct copy of the Resolution adopted at a
meeting of the board of Directors of said corporation held on the 13th
day of August 1998, at Netvoice Technologies, Inc. - Dallas
WITNESS MY HAND AND SEAL OF THE CORPORATION THIS 28 DAY OF AUGUST, 1998.
/s/
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SECRETARY
Subscribed and sworn to before me this 28 day of August, 1998.
/s/ XXXX X. XXXXXXX
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NOTARY PUBLIC
XXXX X. XXXXXXX
COMM. #1175816
NOTARY PUBLIC-CALIFORNIA
FRESNO COUNTY
My Comm. Exp. April 3, 2002
COMPANY INFORMATION LISTING
CURRENT NAME, ADDRESS & PHONE FOR COMPANY:
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OFFICERS:
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DIRECTORS:
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LEGAL COUNSEL REPRESENTING CORPORATION - (INCLUDE ADDRESS)
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NAMES OF PERSONS AUTHORIZED TO RECEIVE COMPANY REPORTS:
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QUARTER END & YEAR END DATES IN WHICH YOU REQUIRED REPORTS:
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/s/
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PRESIDENT
/s/
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SECRETARY/TREASURER
