EXHIBIT NO. 6.7
AGREEMENT FOR CERTAIN SERVICES AND AMENITIES WITH
VILLIERS CAPITAL CORPORATION DATED MAY 28, 1998.
AGREEMENT
This Agreement is made on May 28, 1998 by and between Villiers Capital
Corporation, a company organized under the laws of the State of New York and
having a place of business at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX,
00000 ("Villiers") and Timber Resources International, Inc., a newly formed
company organized under the laws of the State of Delaware ("TRI").
WITNESSETH
WHEREAS, in connection with its operations, TRI requires the assistance
of Villiers with regard to office premises, and other support facilities, and
services; and
WHEREAS, Villiers has agreed to provide TRI with certain services
and amenities.
NOW, THEREFORE, in consideration of their mutual premises,
Villiers and TRI hereby agree as follows:
ARTICLES
1. At the request of TRI, Villiers has agrees to provide TRI with
the following services and amenities:
(a) Office premises and other support facilities including
furniture, computer and other office equipment for up to
four employees.
(b) Until such time as full time staff is engaged by TRI,
Villiers shall provide receptionist, secretarial and
bookkeeping services.
(c) Conference room facilities as required by TRI.
(d) Telephone and telefax equipment, and local and long distance
access as required by TRI.
(e) Villiers shall make available to TRI introductions to other
consultants, agents, and third party vendors already
providing services to Villiers.
2. As compensation for the services and amenities provided to TRI
under this Agreement and as an inducement to Villiers for standing
ready to provide such services, TRI shall pay Villiers $ 15,000
per month beginning June 1, 1998. Expenses may include, without
limitation, rents, salaries, benefit programs and other overheads
incurred by Villiers, telephone and telefax charges, travelling
and subsistence expenses, printing and photocopying charges and
payments to consultants, agents, and third party vendors engaged
by Villiers.
3. If Villiers in its reasonable discretion determines that
additional costs, expenses and disbursements are necessary in
connection with the fulfillment of its obligations under this
Agreement or if such additional services and amenities are
requested by TRI, Villiers shall promptly submit to TRI an invoice
or statement for each such additional expense.
4. Expenses under Articles 2 and 3 hereof, respectively, shall be
paid incrementally during the term of this Agreement in such
amounts and on such dates as the parties from time to time shall
agree upon, provided that full payment under Articles 2 and 3
hereof for the initial term of this Agreement and, if applicable,
for each renewal thereof shall be made by TRI to Villiers no later
than the last business day of the initial term of this Agreement
and, if applicable, of each renewal thereof.
5. This Agreement shall be for an initial term of one (1) year from
the date thereof. Thereafter, this Agreement shall automatically
be renewed for successive one (1) year terms unless either party
notifies the other in writing of its intent not to renew not less
than thirty (30) days before the end of the initial term or the
one-year renewal term.
6. No termination of this Agreement, however brought about, shall
deprive Villiers of the right to receive the fees, expenses and
reimbursements contemplated by Articles 2 and 3 hereof that have
then accrued but have not yet been paid to Villiers with respect
to any period prior to such termination. Concurrently with
termination, TRI shall pay to Villiers any such accrued but unpaid
fees, expenses and reimbursements.
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IN WITNESS WHEREOF, VILLIERS CAPITAL CORPORATION and TIMBER RESOURCES
INTERNATIONAL, INC. have caused this Agreement to be executed and delivered by
their duly authorized representatives as of the date first above written.
VILLIERS CAPITAL CORPORATION
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Vice President
TIMBER RESOURCES INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: President
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