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EXHIBIT 10.9
MEMORANDUM OF UNDERSTANDING
BETWEEN
MYRIAD INDUSTRIES INC.
AND
XXXXXXX XXXXXXXXX, INVESTOR
THIS MEMORANDUM OF UNDERSTANDING is entered into between Myriad Industries Inc.
(hereafter known as "Myriad"), 0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxx
Xxxxx, Xxxxxxxxxx, 00000 and Xxxxxxx Xxxxxxxxx, a qualified investor,(hereafter
referred to "Xxxxxxxxx"), 0000 Xxx Xxxxxx, Xxx Xxxxx, XX 00000.
WHEREAS, Myriad is seeking a Eighty Thousand Dollar ($80,000) One Year Loan to
fund various corporate activities and
WHEREAS, Xxxxxxxxx is willing to provide Myriad a One Year Loan in the amount of
Eighty Thousand Dollar ($80,000) and
WHEREAS, Myriad has agreed to accept the One Year loan from Xxxxxxxxx and
Xxxxxxxxx has agreed to advance the funds, the parties state the following:
1. ONE YEAR LOAN
The loan to Myriad from Xxxxxxxxx will be for a term of One
Year. The loan will bear interest at the rate of Bank of
America Prime rate plus 2%. The loan will be a Convertible
Unsecured Note , a copy of which is attached to this
Agreement.
2. INCENTIVE FOR PROVIDING THE LOAN
As incentive for Xxxxxxxxx providing the One Year
Loan,Xxxxxxxxx will receive a five per cent(5%)net profit
share in Myriad's South African and Venezuela Prefrab Housing
Activities for term of 20 years from the date of this
document.
3. TRANSFERABILITY
Myriad agrees that the profit share from the South African and
Venezuela Prefrab Housing Activities is transferable and
Xxxxxxxxx may transfer same without the approval of Myriad.
However Xxxxxxxxx must offer Myriad a "First Right of Refusal"
if he decides to sell his profit share to a third party.
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4. "NET PROFIT" DEFINED
For the purpose of this agreement Net Profit is defined as the
income remaining after first deducting all reasonable
operating expenses, any loan payments due and related Taxes
and Tariffs.
5. PAYMENT OF PROFIT SHARE
Xxxxxxxxx will receive his profit share annually one month
after Myriad's fiscal year ending (July 30) of each year.
Audited Financial reports and statements pertaining to
Myriad's South African and Venezuela Prefrab Housing
Activities will be distributed three months after its' fiscal
year end.
6. EXCLUSIVITY OF OPERATIONS
Myriad agrees that it or any other entities it substantially
owns or controls will not create, incorporate or develop any
other entity that would impair in any way the percentage of
ownership or share of Xxxxxxxxx as described in this
agreement.
7. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and shall inure to the
benefit of the Parties, and their respective successors and
assigns.
8. AMENDMENTS
Amendments may be made to this Agreement from time to time
only by the unanimous written consent of the Parties.
9. ATTORNEYS' FEES AND COSTS
If any legal action, arbitration or other proceeding shall be
commenced because of the alleged breach of default of, or
request for a declaratory judgment by, a party in connection
with any provision of this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and
other costs incurred, in addition to any other relief to which
that party may be entitled.
10. NOTICES
Unless written notice of change of address is given, all
notices pertaining to this Agreement shall be in writing and
shall be delivered personally, or sent by
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first class mail, postage prepaid, or by telefax, charges
prepaid, to the Parties at the following address:
TO: MYRIAD INDUSTRIES INC.
0000 Xx Xxxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Tel:(000)000-0000
Fax:(000)000-0000
Contact: Xxxxxx Xxxxxxxx
TO: XXXXXXX XXXXXXXXX
0000 Xxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Tel:(000)000-0000
Contact: Xxxxxxx Xxxxxxxxx
11. APPLICABLE LAW
This Agreement shall be deemed to have been entered
into and shall be construed and enforced in
accordance with the laws of the State of California.
12. VENUE
The Parties hereby consent to and submit to the
jurisdiction of the courts presiding over the State
of California, and any legal action or suit
respecting this Agreement shall be brought only in
the or courts with jurisdiction in California. In the
case of any legal or administrative action or
requirement from either Party, such action must be
brought in the jurisdiction of the courts presiding
in California.
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IN WITNESS WHEREOF, the parties hereto have agreed to execute
this Agreement on this 27th day of September 1995.
MYRIAD INDUSTRIES INC.
By /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx Xxxxxxxx
President & CEO
XXXXXXX XXXXXXXXX
By /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
Qualified Investor
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