EXHIBIT 10.10 XXXXXXXX DIGICOM AND NATIONAL SALES CORP. JOINT VENTURE AGREEMENT
TRANSACTION NO. NSC778-19
FINANCIAL MANAGEMENT PROGRAM AGREEMENT
This Joint Venture (Hereinafter 'Agreement") Is Made This 15th Day Of December
1998 by and between,
Xxxxxxxx Digicom, Inc, whose address is: 0000 Xxxxx Xxxxx Xxxx, Xxx Xxxxx, XX
00000, hereinafter referred to as "Party One" and;
National Sales Corps, whose address is; 000 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000,
hereinafter Referred to as "Party Two"
(individually, the party, collectively the Parties) possessing full authority
and capacity to so execute on behalf of their respective entities.
WITNESS
Whereas, Party One has offered to Party Two, 220,000 preferred non voting
convertible shares of Xxxxxxxx Digicom, Inc. at a price of $1,000 per share for
a total price of two hundred twenty million ($220,000,000) US Dollars bearing a
10% annual dividend prepaid at closing of this agreement. Stock shall have a
conversion rate of 1 share of preferred to 1000 shares of common stock
hereinafter referred to as (collateral), endorsed by the board resolution as
outlined in this agreement.
Whereas, Party Two, will notify Party One, which bank or financial institution
will receive the said shares of preferred stock and shall DTC or hard copy
delivery of their verified, authenticated said shares of stock in the amount of
two hundred twenty million ($220,000,000) US Dollars worth of preferred
convertible shares of Stock. Party Two will, upon acceptance by the receiving
said stock at bank or financial institution of the (collateral), deposit the
collateral in a financial management program. The financial management program
will pledge the (collateral) plus other financial assets to raise funds for
Xxxxxxxx Digicom, Inc. Party One warrants that the collateral is good, clean
and not of illegal origin and all corporate resolutions required to accomplish
said transaction has been legal completed in compliance with all regulatory
bodies. Party Two will provide Party One, a financial Trust Guarantee in the
amount of $200,000,000 direct exchange for said collateral. Nowtherefore, in
consideration of the mutual covenants, promises and agreements hereinafter set
forth and for the mutual exchange of adequate legal consideration, the receipt
of which is hereby acknowledged. The parties hereto agree to the following:
1.0 Issuance of Financial Guarantee
Subject to the terms and conditions of the this agreement, Party Two shall
issue a financial Trust Guarantee in the amount of ($200,000,000) Two Hundred
Million USD in exchange for the execution of this contract and further issuance
of Two Hundred Twenty Million ($220,000,000) Us Dollars Worth Of Preferred
Convertible Shares Of Stock.
1.1 Payments to Xxxxxxxx Digicom, Inc.
Based on the cash generated by the financial instruments issued by National
Sales Corps in conjunction with Xxxxxxxx Digicom, Inc. Party Two shall
exchange cash for the delivery of a release from the financial Trust Guarantee
issued by NSC in blocks not less than ("$100,000.00") one hundred thousand USD.
Both parties shall agree on the trance schedule to ensure proper funding of
approved budgets of Xxxxxxxx Digicom, Inc. Schedule may be adjusted quarterly
to meet the companies needs as approved by both parties in writing.
1.2 Taxes, Duties, Commissions
The parties accept their own liability for any taxes, import duties or charges
that may be found applicable in the performance of their respective duties
herein or their respective profits. The parties each accept their own liability
for any commission or profit.
1.3 Convertibility of shares
Party Two shall have to right to convert shares at their discretion of any and
all shares issued to NSC or as directed by NSC. The conversion ratio shall be
at the rate of 1 preferred convertible share shall be exchanged for 1000 common
shares a stock, plus any dilution from the execution of this agreement. Shares
shall comply with the SEC and may be issued as free trading or restricted based
on the requirements of NSC and further sale of stock to third party.
2.0 Schedule for Contract Payments
The schedule for each trance shall begin no later than January 1, 1999 and
shall continue every 10 banking days or as per agreed by both parties. A
preliminary schedule is shown below:
Trance # Trance Amount Cumulative Amount
1 - 10 $ 100,000 $ 1,000,000 11 -
20 $ 1,000,000 $ 11,000,000 21 - 30
$10,000,000 $111,000,000 31 - 38
$20,000,000 $191,000,000 Final Payment $19,000,000
$200,000,000
3.0 Due Diligence
Party Two acknowledges that it has the right to undertake it's own
investigation and due diligence as to the validity and value of the collateral
but may and will rely any statements regarding the collateral made by Party
One and/or representatives and/or agent thereof, and assures the validity of
collateral as to being good, clean, unnumbered and of non-criminal origin.
4.0 Escrow Fees
Party One agrees to pay any and all escrow and sub-escrow fees should such
escrow be necessary, and charged to the financial management manager.
5.0 Dollar Denominations
All monetary amounts referred to herein are denominations as per the currency
of the United States of America.
6.0 Events Of Default
Parties shall be in default of this agreement upon any of the following events:
1 If Party Two fails to make to payment to Party One as required as per
schedule as agreed to herein;
2 If Party One fails to release the financial obligation of the Trust
Guarantee as funding takes place and return to party two the financial trust
guarantee by the end of the agreement;
3 If either party fails to honor the terms and conditions of this agreement
or any of its representations or warranties;
4 Default shall mean, failure of either party to cure within thirty (30)days
after written notice.
7.0 Remedies
In the event of default by either Party under this agreement, after thirty (30)
day notice to correct. Parties shall have the write to call for release of the
collateral immediately on a pro rata basis.
8.0 Release and Return of Financial Trust Guarantee
At the end of the term or in the event of default, the financial guarantee
must be returned to Party Two without lien, indebtedness, restrictions,
penalties, judgments, etc.. The release shall be without recourse.
9.0 Waiver, Delay
Any failure by any or the parties hereto to comply with any of the obligations,
agreements or conditions set forth herein maybe waived by the other party or
parties, provided however, that any such waiver shall not be deemed a waiver of
the others obligations or conditions contained herein, no delay, failure or
discontinuance of, in exercising any rights, power of remedies under this
agreement will affect the payment obligations of Party Two. Any waiver,
permit, consent or approval of any kind by Party One of any provisions of
conditions of, or any notice of breach or default under this agreement must be
in writing and shall be effective only to the extent set forth in writing.
10. Notices
a. All notices, requests, demands and other communications thereunder shall be
in writing and shall be deemed to have been dully delivered when: 1.
Personally delivered by hand and receipt for;
2. ten (10) days after having seen deposited in any national postal
conveyance, certified or registered, return receipt requested, postage prepaid;
3. delivered by facsimile transmission with telephone confirmation or receipt;
or
b. two (2) business days after having deposited with an overnight carrier,
addressed to the parties or their permitted assignees at the following
addresses, or at such other addresses as shall be given in writing by any party
to the other as follows:
To Party One:
Xxxxxxxx Digicom, Inc, whose address is: 0000 Xxxxx Xxxxx Xxxx, Xxx Xxxxx, XX
00000. hereinafter referred to as "Party One" and;
To Party Two:
National Sales Corps, Whose Address Is; 000 Xxxxxxx Xxxxx, Xxxxxxx, Xx. 00000
11.0 Successors and Assigns
Nothing contained in this agreement, expressed or implied, is intended to
confer on any entity or person, anything other then stated herein. All
covenants, representations and warranties of the parties contained herein shall
be binding and inure to the benefit of Party One and/or Party Two, and their
successors, heirs and permitted assigns, subject to the limitations contained
herein.
12.0 Counterparts
This agreement may be in one or more counterparts, each of which shall be
deemed to be an original but all of which together shall constitute one and the
same agreement.
13.0 Captions and Section Headings
Captions and section headings under herein are for convenience only and are not
a part of this agreement and shall not be construed as such.
14.0 Additional Documents
Each of the parties hereto agree to cooperate in the affection of the
transactions contemplated hereby and to execute any and all additional
documents necessary and to take such additional action as shall reasonably be
necessary or appropriate for such purposes.
15.0 Applicable Law
This agreement shall be governed and construed in accordance with Article 1,
Section 10 of the Common Law Intervivos section of the United States
Constitution, 1787 as the ability to make contract and further governing laws
of the Trust guarantee to be issued as part of this contract.
16.0 Complete Agreement
This agreement contains the complete agreement between the parties and
supersedes any prior understanding, agreements or representations by or between
the parties, written or oral, which may have related to the subject matter
hereof in any way.
17.0 Amendment; Modifications
This agreement may not be amended nor modified in any respect except by written
instrument executed by all of the parties hereto.
18.0 Attorney Fees
In any action to enforce any provision of this agreement, or a right to remedy
arising pursuant to this agreement, the prevailing party shall be entitled to
recover their attorney fees and costs associated with such action. Including
all attorney fees and costs incurred in connection with the appeal of any court
decision that may be rendered therewith.
19.0 Non-circumvention & Non-disclosure
Neither party will attempt to contact, deal with or solicit, either directly or
indirectly, any party, financial institution or client introduced by the other
party (s) in any manner whatsoever without the expressed written consent of the
introducing party. except as may be required by applicable statute, regulation
or process of law. All information exchanged between parties is of confidential
nature and no party shall disclose to any unauthorized person or entity any
information obtained or received regarding this transaction. any unauthorized
action or attempt to do so shall be considered breach of this agreement.
20.0 Originals; Facsimile copies
Any photocopy of the original facsimile transmissions or tills document, the
parties signatures, upon which must have been witnesses in order to be an
original, fuel binding and enforceable document, unless otherwise agreed by the
parties. This document is executed in three (3) originals.
a) Sections, Pages and Schedules
b) This Agreement Contains Twenty One (21) Sections On Six (8) Pages And
Other Exhibits As May From Time Too Time Be Appended.
In witness whereof; the parties hereto have caused this agreement to be
executed and sealed the day, month and year first herein written above. For
Party One:
/s/
Xxxxxxxx Digicom, Inc, whose address is: 0000 Xxxxx Xxxxx Xxxx, Xxx Xxxxx, XX
00000.
For Party Two:
/s/XXXX X. XXXX
XXXX X. XXXX
National Sales Corps, Whose Address Is; 000 Xxxxxxx Xxxxx, Xxxxxxx, Xx. 00000
NSC 778-19
