EXHIBIT 99.1
DEFINITIVE JOINT VENTURE AGREEMENT
----------------------------------
THIS, A DEFINITIVE JOINT VENTURE AGREEMENT (the "Agreement") is entered
into as of this 15th day of March , 2005 (the "Effective Date"), by and between
Allied Investment House, Inc., a Delaware Corporation ("Allied"), and Voyager
Entertainment International, Inc., a Nevada corporation ("Voyager").
RECITALS
--------
A. Voyager is engaged in the development, construction and operation of
vertical revolving wheels and related facilities and owns certain intellectual
property, technology, data, specifications and expertise required by and with
respect to such development, construction and operation; and
B. Allied is engaged in the provision of advisory, corporate finance and
investment banking services; and
C. The parties wish to jointly cause the incorporation of a United Arab
Emirates corporation (the "Company") for the purpose of acquiring suitable real
property and developing, constructing and operating a six hundred (600) foot
vertical revolving vehicle (the "Wheel") and related entertainment, restaurant
and condominium facilities (the "Wheel Facilities" and, together with the Wheel,
the "Project") in Abu Dhabi, United Arab Emirates; and .
D. Allied and Voyager desire by this Agreement to set forth certain
agreements, conditions and obligations with respect to the relationship between
themselves, the incorporation of the Company and their respective rights and
obligations with respect thereto.
AGREEMENT
---------
NOW THEREFORE, in consideration of the mutual promises herein contained and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree the foregoing recitals are true and
correct and as follows:
1. GENERAL; CORPORATE ORGANIZATION.
1.1 General Agreement. Pursuant to the terms of this Agreement, Voyager and
Allied hereby agree to (a) organize the Company for the purpose of acquiring
suitable real property and developing, constructing and operating the Project,
and (b) fulfill their respective obligations as more fully described herein.
1.2 Incorporation. Within sixty (60) calendar days of the Effective Date,
Allied shall cause the Company to be incorporated as a separate United Arab
Emirates corporation, governed pursuant to the laws thereof ("Governing Law").
The name of the Company is to be determined "TBD" and shall be agreed to by the
parties and required by Governing Law. All costs, fees and expenses, including
reasonable legal fees, of organization of the Company shall be paid in
proportionate to each parties' holdings. Neither party shall be entitled to be
reimbursed by the Company for all of such costs, fees and expenses.
1.3 Organization. The Company's governing documents shall be prepared
in accordance with Governing Law and shall contain those terms, provisions and
conditions reasonably required for the Offering (as defined below), the
acquisition of real property and the development, construction and operation of
the Project.
1.4 Governance. Upon incorporation, the business and affairs of the Company
shall be managed by or under the direction of a board of directors (the
"Board"). The initial Board shall consist of five (5) members, one (1) of whom
will be appointed by Voyager in its sole discretion. Any subsequent increases or
decreases in the number of directors comprising the Board shall be pursuant to
the terms of the Company's governing documents.
1.5 Records and Inspections. Allied shall cause the Company to keep
complete and accurate books, records and other data pertaining to the Company at
such location required by Governing Law and reasonably agreed to by the parties
hereto. Subject to Governing Law, Voyager, by or through any of its officers,
agents, employees, attorneys or accountants, shall have the right to enter such
location, at any reasonable time or times during regular business hours, for any
reasonable periods, to inspect, audit and make extractions or copies from such
books, records and other data and Allied shall, within ten (10) calendar days of
Voyager's reasonable request therefor, cause the Company to deliver copies of
such books, records and other data to Voyager. The latter is limited to once
every calendar year. Any subsequent request will require Voyager to travel to
the UAE at their own expense to review such documents, maintaining a ten (10)
calendar day notice. It is understood, the Company will produce and share with
Voyager basic financial documents at least once per quarter.
2. STOCK ISSUANCE; OFFERING.
2.1 Stock Issuance. Immediately upon incorporation, the Company will
authorize shares of common stock (the "Issued Stock") to Voyager, Allied and any
partner of Allied, or their respective designees, in accordance with the
provisions of this Article 2.
2.2 Consideration. Unless otherwise required by Governing Law, the Voyager
Contribution (as defined below) shall be good and valuable consideration for the
Voyager Stock and the Allied Contribution (as defined below) shall be good and
valuable consideration for the Allied Stock and the Board shall so confirm if
required by the Governing Law. Upon issuance of the Issued Stock in accordance
with Governing Law, all of such shares of Issued Stock shall be fully paid and
nonassessable.
2.3 Offering. Using best efforts, within 180 days of incorporating, the
Company will offer the Company's shares of common stock (the "Offered Stock") to
the public on a United Arab Emirates or international recognized exchange, and
shall concurrently register a percentage of shares of the Issued Stock for sale
to the public, all of which shall be undertaken pursuant to Governing Law
(collectively, the "Offering"). Final determination for the timing of such an
event will be at the Board's sole discretion, and will take into account current
and prevailing market conditions.
2.4 Dilution. The issuance of the Offered Stock shall cause all parties to
include Voyager, Allied and any partner of Allied, to be proportionately diluted
in equal amounts to all parties.
3. CONTRIBUTIONS.
3.1 Voyager Contribution. As consideration for the issuance of the Voyager
Stock, Voyager shall license, at no cost, to the Company the non-exclusive right
to certain intellectual property, technology, data, and specifications required
with respect to the development, construction and operation of the Wheel (the
"Voyager Contribution"). Allied acknowledges and agrees that the Voyager
Contribution is a license only and the Company shall have no proprietary rights
thereto at any time.
3.2 Company Contribution. As consideration for the issuance of the Company
Stock, the Company shall deliver to Voyager the Development Funds (as defined
below) (the "Company Contribution"). The Company Contribution shall be delivered
to Voyager in tranches as reasonably agreed to by the parties hereto and as
required by the needs of the Project; provided, however, the first tranche shall
be delivered by the Company to Voyager within fifteen (15) business days of
monies released by the investor, and shall be in the aggregate amount of a
pre-development deposit of Seven Million Five Hundred Thousand and 00/100
Dollars ($7,500,000.00).
4. DEVELOPMENT COST; DEVELOPMENT PREMIUM.
4.1 Development Cost. The parties agree that the costs to be incurred by
the Company with respect to the acquisition of suitable real property and the
subsequent development and construction of the Wheel Facilities shall be in
accordance with a construction budget to be determined by and between Voyager
and Allied, in the currently estimated amount of One Hundred Fifty Million and
00/100 Dollars ($150,000,000.00) (the "Development Cost"). The parties further
agree that any proposed expenditure on the acquisition of real property and the
subsequent development and construction of the Wheel Facilities in excess of the
Development Cost shall be reasonably agreed to by the parties, and shall be on
such terms, conditions and provisions as shall be reasonably agreed to by the
parties.
4.2 Development Premium. During the development, construction and operation
of the Wheel Facilities, Voyager shall provide certain expertise with respect
thereto. In consideration of Voyager providing such expertise, the Company shall
pay to Voyager a development premium equal to 15% of the Development Cost (the
"Development Premium"), which shall be payable pursuant to the terms of a
Development Premium Agreement, to be negotiated and executed by and between
Voyager and the Company (the "Development Premium Agreement").
5. EXCLUSIVITY; RIGHT OF FIRST REFUSAL.
ARTICLE I
5.1 Exclusivity. As of the Effective Date, the parties shall not directly
or indirectly, through any authorized representative acting in its
representative or individual capacity or otherwise, solicit or entertain offers
from, negotiate with or in any manner encourage, discuss, accept or consider any
proposal from any other person or entity relating to any project similar to the
Project.
5.2 Right of First Refusal. As of the Effective Date, Voyager covenants and
agrees to grant Allied a right of first refusal with respect to the development,
construction and operation of any other revolving vertical vehicle in those
countries commonly known as the G. C. C. and the Middle East (the "New
Project"). In the event Voyager wishes to develop, construct and operate a New
Project by means of a license, joint venture, partnership, or other business
combination, outside of this region, Voyager shall first deliver written notice
to Allied stating the material terms and conditions of such New Project,
including, without limitation, the material financial terms and conditions
thereof (the "New Project Notice"). Allied shall have the first right to
participate in such New Project, in place and stead of any third party or
parties, on substantially the same terms and conditions as stated in the New
Project Notice. Voyager shall retain the right to seek, obtain and evaluate
financing offers to be included in the New Project Notice and has the right to
refuse the offer of Allied if the terms and conditions are not substantially the
same. Within (60) calendar days of its receipt of the New Project Notice, Allied
must deliver written notice to Voyager advising of its intent to proceed with
the New Project or the waiver of its rights set forth in this Section 5.2 (the
"Allied Notice"); provided, however, in the event Allied does not deliver the
Allied Notice within such Sixty (60) calendar day period, it shall be deemed to
have waived its rights set forth in this Section 5.2 and Voyager may proceed
with the New Project without any continuing or other obligations or liabilities
to Allied with respect thereto. Within Sixty (60) calendar days of Voyager's
receipt of the Allied Notice advising of its intent to proceed with the New
Project, the parties shall reasonably cooperate in the preparation, execution
and delivery of definitive documents regarding their rights and obligations with
respect to the New Project. Unless otherwise agreed to by the parties hereto, in
the event such definitive documents are not executed and delivered within such
sixty (60) calendar day period through no default of Voyager, Allied shall be
deemed to have waived its rights in this Section 5.2, and Voyager may proceed
with the New Project without any continuing or other obligations or liabilities
to Allied with respect thereto. All rights of first refusal shall revert to the
"Company" upon formation.
5.3 Existing Rights of First Refusal. Allied acknowledges that, prior to
the Effective Date, Voyager granted certain rights of first refusal to other
entities with respect to the development, construction and operation of a
revolving vertical vehicle as more particularly described in the Radius
Agreement (the "Prior Grants"). Allied and Voyager acknowledge and agree that
with respect to each Prior Grant, Allied shall be granted a right of second
refusal, effective upon the waiver of the right of first refusal by the third
party or parties to such Prior Grant in accordance with its terms. Allied shall
exercise such right of second refusal in accordance with the provisions of
Section 5.2 hereof. In the event any Prior Grant expires or terminates pursuant
to its terms, Allied shall automatically be granted a right of first refusal
with respect thereto.
ARTICLE II
5.4 Expiration. The restrictions set forth in this Article 5 shall
automatically terminate and be of no further force and effect upon the
termination of this Agreement.
6. CONFIDENTIALITY.
6.1 Definition. As used herein, "Confidential Information" means any (a)
financial data or records, (b) technical information or data, including, without
limitation, functional and technical specifications, designs, drawings, security
measures, research, methods of manufacture or development, and software, (c)
business information or data, including, without limitation sales and marketing
materials, product or technology plans, business opportunities, client lists,
and market research, and (d) such other information designated by Voyager in
writing to be confidential or proprietary, or if given orally, confirmed
promptly by Voyager in writing as having been disclosed as confidential or
proprietary, including, without limitation, all inventions, processes, designs,
drawings, engineering, marketing or financing information of Voyager.
6.2 Confidentiality. Both Parties hereby covenants and agrees that they
shall hold in strictest confidence, and shall not, other than as required for
the consummation of the transactions contemplated hereby, either directly or
indirectly, divulge, disclose, copy or communicate, whether voluntarily or
involuntarily, any Confidential Information and shall keep all Confidential
Information in confidence and shall not, without the express written consent of
the disclosing party in each instance (a) disclose to any third party any of the
Confidential Information, or any facts related thereto, in any manner
whatsoever, (b) permit any third party to have access to the Confidential
Information, or (c) use the Confidential Information for any purpose other than
the consummation of the transaction contemplated hereby; provided, however,
either party may disclose the Confidential Information if (x) such disclosure is
required by any applicable laws or by a governmental authority with jurisdiction
over Allied or the Company, (y) such information has previously come within the
public domain through no fault of or action by the receiving party, or (z) such
information is in the possession of the receiving party at the time of
disclosure as reasonably shown by their files and records in existence prior to
the time of such disclosure. The obligations in this Section 6.2 shall survive
the expiration of this Agreement no more than a period of two (2) years.
6.3 Disclosure to Employees and Representatives. Both parties acknowledge
that the Confidential Information shall be disclosed only to those
representatives, employees and agents of the receiving party who are required to
have access to or knowledge of the Confidential Information for the purpose of
the consummation of the transactions contemplated hereby. All such
representatives, employees and agents shall be advised by of the obligation of
protecting the Confidential Information and each party shall cause their
respective employees/representatives to agree to such obligations.
6.4 Proprietary Rights; Return. At no time shall the receiving party have
any right, title or interest or ownership in or to any of the Confidential
Information. In the event of the termination of this Agreement, unless otherwise
agreed to by the parties in writing, the receiving party shall exercise
reasonable effort to return or destroy all notes, correspondence, documents or
other records, including all copies thereof, concerning the Confidential
Information, then in Allied's possession or control.
6.5 Consent to Injunctive Relief. Both parties acknowledge that any breach
of the provisions of this Article 6 shall cause irreparable injury to the other,
which may not be remedied through monetary relief alone. Notwithstanding the
provisions of Section 9.8 hereof, each party irrevocably consents to the
jurisdiction of any court to issue, if justified under the circumstances,
without notice, a temporary restraining order or a preliminary injunction to
prevent any further breach of the provisions of this Article 6.
ARTICLE III
7. REPRESENTATIONS AND WARRANTIES.
7.1 Representations and Warranties of Voyager. Voyager hereby represents
and warrants to Allied as of the Effective Date as follows:
7.1.1 Due Organization. Voyager is a Nevada corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada.
7.1.2 Power and Authority. Voyager has all requisite corporate power and
authority, and has taken all corporate action necessary, to execute and deliver
this Agreement and to perform all of its obligations hereunder, and this
Agreement is the valid and binding obligation of Voyager, enforceable against
Voyager in accordance with its terms, except to the extent that enforcement may
be affected by laws relating to bankruptcy, reorganization, insolvency and
creditors' rights and by the availability of injunctive relief, specific
performance and other equitable remedies.
7.1.3 Compliance. Voyager's execution and delivery of this Agreement, and
the performance of its obligations hereunder, do not (a) violate or constitute a
default under any provision of any law, statute, rule, regulation, code,
ordinance, plan, order, judgment, decree, writ, injunction, notice, decision or
demand letter issued, entered or promulgated pursuant to any foreign, federal,
state or local law, or any order, writ, judgment, injunction, decree,
determination or award of any federal, state, municipal or local government,
governmental authority, regulatory or administrative agency, governmental
commission, department, board, bureau, instrumentality, body, court, tribunal,
arbitrator or arbitral body (a "Governmental Authority") having applicability to
Voyager, (b) violate any provision of Voyager's Articles of Incorporation or
Bylaws, or (c) violate or constitute a default under any indenture, loan or
credit agreement or any other agreement, lease or instrument to which Voyager is
a party or by which it or any of its assets or properties may be bound or
affected.
7.1.4 Consents. No consent, approval, license, exemption of or filing or
registration with, giving of notice to, or other authorization of or by, any
Governmental Authority is or shall be required in connection with the execution
and delivery of this Agreement, or the performance by Voyager of its obligations
hereunder.
7.1.5 Material Facts. This Agreement does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made herein by Voyager not misleading.
7.1.6 Survival. All of the representations and warranties set forth in this
Section 7.1 shall survive until all obligations of each party to the other
hereunder are satisfied in full, and there remain no outstanding commitments
hereunder.
7.2 Representations and Warranties of Allied. Allied hereby represents and
warrants to Voyager as of the Effective Date as follows:
7.2.1 Due Organization. Allied is a Delaware Corporation duly organized,
validly existing and in good standing under the laws of Delaware.
7.2.2 Power and Authority. Allied has all requisite corporate power and
authority, and has taken all corporate action necessary, to execute and deliver
this Agreement and to perform all of its obligations hereunder, and this
Agreement is the valid and binding obligation of Allied, enforceable against
Allied in accordance with its terms, except to the extent that enforcement may
be affected by laws relating to bankruptcy, reorganization, insolvency and
creditors' rights and by the availability of injunctive relief, specific
performance and other equitable remedies.
7.2.3 Compliance. Allied's execution and delivery of this Agreement, and
the performance of its obligations hereunder, do not (a) violate or constitute a
default under any provision of any law, statute, rule, regulation, code,
ordinance, plan, order, judgment, decree, writ, injunction, notice, decision or
demand letter issued, entered or promulgated pursuant to any foreign, federal,
state or local law, or any order, writ, judgment, injunction, decree,
determination or award of any Governmental Authority having applicability to
Allied, (b) violate any provision of Allied's charter or other governing or
equivalent organizational documents, or (c) violate or constitute a default
under any indenture, loan or credit agreement or any other agreement, lease or
instrument to which Allied is a party or by which it or any of its assets or
properties may be bound or affected.
7.2.4 Consents. No consent, approval, license, exemption of or filing or
registration with, giving of notice to, or other authorization of or by, any
Governmental Authority is or shall be required in connection with the execution
and delivery of this Agreement, or the performance by Allied of its obligations
hereunder.
7.2.5 Material Facts. This Agreement does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made herein by Allied not misleading.
7.2.6 Survival. All of the representations and warranties set forth in this
Section 7.2 shall survive until all obligations of each part to the other
hereunder are satisfied in full, and there remain no outstanding commitments
hereunder.
8. TERMINATION; EVENT OF DEFAULT.
8.1 Termination. This Agreement may be terminated and the transactions
contemplated herein abandoned at any time upon the mutual consent of the parties
hereto, following which, with the exception of Article 6 hereof, the parties
shall have no further or continuing rights or obligations to one another
hereunder.
8.2 Event of Default. Upon the occurrence of any of the following events
(each, an "Event of Default"), a party hereto (the "Defaulting Party") may be
deemed, in the sole discretion of the other party (the "Non-Defaulting Party"),
to be in default hereunder:
(a) the Defaulting party materially breaches any of its representations and
warranties hereunder;
(b) the Defaulting Party fails to perform any agreement, obligation or
covenant of the Defaulting Party contained in this Agreement, and such failure
continues for thirty (30) calendar days after written notice thereof from the
Non-Defaulting Party to the Defaulting Party to cure such failure; or
(c) there is filed any petition in bankruptcy against the Defaulting Party,
the Defaulting Party is adjudicated as a bankrupt or insolvent, there is
appointed a receiver or trustee to take possession of the Defaulting Party or of
all or substantially all of the assets of the Defaulting Party, there is a
general assignment by the Defaulting Party for the benefit of creditors, or any
action is taken by or against the Defaulting Party under any state or federal
insolvency or bankruptcy act, or any similar laws of any other jurisdiction now
or hereafter in effect, including, without limitation, the filing of a writ of
execution or attachment against the Defaulting Party and such levy continues in
effect for a period of ninety (90) calendar days.
8.3 Remedies. Upon the occurrence of an Event of Default, the
Non-Defaulting Party shall have the right to terminate this Agreement upon
thirty (30) calendar days' written notice to the Defaulting Party. The
termination of this Agreement by the Non-Defaulting Party shall not affect or
impair either party's ability or right to pursue any legal and equitable right
and remedy, including, without limitation, its ability and right to xxx for such
Event of Default which is predicated on fraud or mis-representation, All
remedies accorded herein or otherwise available to the parties hereof shall be
cumulative, and no one such remedy shall be exclusive of any other. Without
waiving any of its rights or remedies under this Agreement or otherwise, the
parties may from time-to-time recover by action, any damages arising out of any
Event of Default, and may institute and maintain subsequent actions for
additional damages which may arise from the same or other Events of Default. The
pursuit by any party of any remedy under this Agreement or otherwise shall not
be deemed to waive any other or different remedy which may be available under
this Agreement or otherwise, either at law or in equity.
9. MISCELLANEOUS.
9.1 Additional Documents. The parties acknowledge that additional
agreements and documents will be required in order to consummate the
transactions contemplated hereby, and each agree to execute any additional
documents deemed reasonably necessary, including, without limitation, the
following:
(a) the Development Premium Agreement;
(b) a Licensing Agreement, by and between Voyager, or an affiliate thereof,
and the Company, or an affiliate thereof, with respect to the licensing of
certain intellectual property rights by Voyager, or an affiliate thereof, to the
Company;
(c) a Management Agreement, by and between Voyager, or an affiliate
thereof, and the Company, or an affiliate thereof, with respect to the
management of the development, construction and operation of the Wheel and
certain of the Wheel Facilities by Voyager, or an affiliate thereof, to the
Company, or an affiliate thereof, for such consideration to be reasonably
determined by the parties; and
(d) a Revenue Sharing Agreement, by and between Voyager, or an affiliate
thereof, and the Company, or an affiliate thereof, with respect to the
distribution of the Company's gross profits, which shall include, without
limitation, the requirement that the Company distribute to Voyager, or an
affiliate thereof, a percentage of the Company's gross profits.
9.2 Lawful Tender. All references herein to "dollars" or "$" shall be
deemed to be references to lawful money of the United States of America.
9.3 Notices. All notices required or permitted to be given hereunder shall
be in writing and may be delivered by hand, facsimile, internationally
recognized courier. Notices delivered by hand shall be deemed given upon
receipt. Notices delivered by internationally recognized courier shall be deemed
delivered 24 hours after receipt Notices delivered by facsimile, shall be deemed
given on the first business day following transmission, provided, however, that
a notice delivered by facsimile shall only be effective if such notice is also
delivered by hand, or received by registered/certified mail, on the next
business day after its transmission by facsimile. All notices shall be addressed
as follows (or to such other respective address or addresses as may be
designated by notice given in accordance with the provisions of this Section
9.3):
If to Allied: Xxxxxxxx Xxxxxx Xxxxxxxx
XX Xxx 00000
Office 000
Xxxxx, Xxxxxx Xxxx Xxxxxxxx
Facsimile: + 000 (0) 0 000 0000
Attention: Xxxx Xxxxxx, COO
With a copy to: 000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
Facsimile: x0 000 000 0000
Attention: Xxxxx Xxxxx
If to Voyager: Voyager Entertainment International, Inc.
0000 Xxxx Xxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxxxx, President/CEO
With a copy to: Xxxxxxx Xxxxxxxx
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxx, Xxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Lever, Esq.
9.4 Prior Agreements Superseded; Waiver. This Agreement constitutes the
sole and only agreement of the parties hereto with respect to the transactions
contemplated hereby and supersedes any prior understandings or written or oral
agreements between the parties respecting and subject matter of this Agreement.
No provision of this Agreement or other document or instrument relating hereto
may be modified, waived or terminated except by instrument in writing executed
by the party against whom a modification, waiver or termination is sought to be
enforced.
9.5 Parties Bound. This Agreement shall be binding on and inure to the
benefit of the parties hereto and their respective administrators, legal
representatives, successors and assigns, except as otherwise expressly provided
for herein; provided, however, neither Voyager nor Allied shall assign any of
their respective rights or obligations under this Agreement without the consent
of the other party hereto, which consent shall not be unreasonably withheld or
delayed.
9.6 Severability of Provisions. Any provision hereof that is determined to
be unconscionable, against public policy, or any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
9.7 Headings. The Article and Section headings used in this Agreement are
for convenience only and shall not affect the construction of this Agreement.
9.8 Governing Law; Jurisdiction. This Agreement has been executed and
delivered by the parties in and shall be governed by and construed in accordance
with the internal laws (as opposed to the conflicts of laws provisions) of the
State of Nevada. Allied and Voyager each agrees that should any dispute,
controversy or claim arising out of or relating to this Agreement, or the
breach, termination or invalidity thereof, shall be settled by arbitration in
accordance with generally accepted guidelines in relation to rules and
regulations pertaining to international arbitration. In the event arbitration is
elected, the venue and location will be neutral and will be agreed upon by both
Voyager and Allied.
9.9 Neutral Interpretation. Each party to this Agreement agrees that the
provisions contained herein shall not be construed in favor of or against any
party because that party or its counsel drafted this Agreement, but shall be
construed as if all parties prepared this Agreement, and any rules of
construction to the contrary are hereby specifically waived. The terms of this
Agreement were negotiated at arm's length by the parties hereto and each party
has read and reviewed the provisions of this Agreement and has had, or has had
the opportunity to have, separate counsel read and review this Agreement.
9.10 Execution in Counterparts. This Agreement may be executed in
counterparts, each of which when so executed and delivered shall be deemed to be
an original, and both of which taken together shall constitute but one and the
same instrument.
[Signatures appear on the following page.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Effective Date.
"VOYAGER"
Voyager Entertainment International, Inc.,
a Nevada corporation
By: /S/ Xxxxxxx Xxxxxxxx
-------------------------------
Xxxxxxx Xxxxxxxx, CEO/President
"ALLIED"
Allied Investment House, Inc. a
Delaware Corporation
By: /S/ Xxxxxxxx Xxxx
-------------------------------
Xxxxxxxx Xxxx, CEO
