Exhibit 2.11
AGREEMENT
entered into and between
XXXXXXXXXX.XXX INC.
and
XXXXX XXXX
(Identity Number: 620308 5252 10 8)
TABLE OF CONTENTS
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CLAUSE NO. DESCRIPTION PAGE
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1. INTERPRETATION AND PRELIMINARY ........................................ 2
2. APPOINTMENT OF EMPLOYEE AND FURTHER BRANCHES .......................... 6
3. PERIOD OF EMPLOYMENT .................................................. 6
4. EFFECT OF TERMINATION OF EMPLOYMENT ................................... 7
5. SUSPENSION OF EMPLOYMENT .............................................. 8
6. DUTIES OF EMPLOYEE .................................................... 8
7. REMUNERATION .......................................................... 10
8. INVENTIONS, DISCOVERIES AND COPYRIGHT ................................. 10
9. LEAVE ................................................................. 11
10. OUT OF POCKET EXPENSES ................................................ 12
11. RESTRAINT OF TRADE .................................................... 12
12. GENERAL ............................................................... 17
13. DOMICILIUM CITANDI ET EXECUTANDI ...................................... 18
14. RESIGNATION ........................................................... 19
15. COSTS ................................................................. 19
16. SMOKING POLICY ........................................................ 19
17. SAFETY AND HEALTH ..................................................... 20
18. COUNTERPARTS .......................................................... 20
WHEREBY IT IS AGREED AS FOLLOWS:
1. INTERPRETATION AND PRELIMINARY
The headings of the clauses in this agreement are for the purpose of
convenience and reference only and shall not be used in the
interpretation of nor modify nor amplify the terms of this agreement
nor any clause hereof. Unless a contrary intention clearly appears -
1.1. word importing --
1.1.1. any one gender include the other two
genders;
1.1.2. the singular include the plural and vice
versa; and
1.1.3. natural persons include created entities
(corporate or unincorporate) and the state
and vice versa;
1.2. the following terms shall have the meanings assigned to
them hereunder and cognate expressions shall have
corresponding meanings, namely --
1.2.1. "Act" means the Labour Relations Act, 1995;
1.2.2. "board" means the board of directors of the
Xxxxxxxxxx.xxx USA Inc. from time to time;
1.2.3. "competing services" means any services
rendered in competition with the prescribed
services;
1.2.4. "company" means Xxxxxxxxxx.Xxx Inc. with
limited liability incorporated in terms of
the laws of the State of Nevada per
contract;
1.2.5. "employee" means Xxxxx Xxxx;
1.2.6. "effective date" means 31 January 2000;
1.2.7. "prescribed areas" means each magisterial
district in the Western Cape;
1.2.8. "prescribed clients" means any person --
1.2.8.1.1. who is or was a client of the
company at the termination date
or of the effective date; or
1.2.8.2. who is or was a prospective
client of the company at the
termination date or of at the
effective date whom the employee
had approached to do business
with the company within the
period of 1 (one) year preceding
the termination date or whom the
employee had approached to do
business with within the period
of one year preceding the
effective date; or
1.2.8.3. to whom prescribed services were
rendered by the company within
the period of 1 (one) year
preceding the termination date
or by Virtual Colour within the
period of one year preceding the
effective date;
1.2.9. "prescribed services" means any services
rendered by the company in the ordinary
course of business;
1.2.10. "prescribed suppliers" means any person who
--
1.2.10.1. is or was a supplier of
prescribed services to the
company at the termination date
or at the effective date; or
1.2.10.2. was a prospective supplier of
prescribed services to the
company at the termination date
or the effective date whom the
employee had approached to do
business with the company within
the period of 1 (one) year
preceding the termination date
or within the period of one year
of the effective date;
1.2.10.3. supplied prescribed services to
the company within the period of
1 (one) year preceding the
termination date or to the
company within the period of 1
(one) year preceding the
effective date;
1.2.11. "the Virtual Colour Group" means the
business of copying and specialist printing
and bureau digital printing presently
conducted by Virtual Colour Group under the
name Virtual Colour as sold in terms of an
agreement of sale between the company and
Virtual Colour CC dated 8th November 1999;
1.2 any reference in this agreement to "date of signature
hereof" shall be read as meaning a reference to the date
of the last signature of this agreement;
1.3 any reference to an enactment is to that enactment as at
the date of signature hereof and as amended or
re-enacted from time to time;
1.4 if any provision in a definition is a substantive
provision conferring rights or imposing obligations on
any party, notwithstanding that it is only in the
definition clause, effect shall be given to it as if it
were a substantive provision in the body of the
agreement;
1.5 when any number of days is prescribed in this agreement,
same shall be reckoned exclusively of the first and
inclusively of the last day unless the last day falls on
a Saturday, Sunday or public holiday, in which case the
last day shall be the next succeeding day which is not a
Saturday, Sunday or public holiday;
1.6 where figures are referred to in numerals and in words,
if there is any conflict between the two, the words
shall prevail;
1.7 expressions defined in this agreement shall bear the
same meanings in schedules or annexures to this
agreement which do not themselves contain their own
definitions;
1.8 reference to day/s, month/s or year/s shall be construed
as Gregorian calendar day/s month/s or year/s;
1.9 the use of any expression in this agreement covering a
process available under South African law such as a
winding-up (without limitation eiusdem generis) shall,
if any of the parties to this agreement is subject to
the law of any other jurisdiction, be construed as
including any equivalent or analogous proceedings under
the law of such defined jurisdiction;
1.10 where any term is defined within the context of any
particular clause in this agreement, the term so
defined, unless it is clear from the clause in question
that the term so defined has limited application to the
relevant clause, shall bear the meaning ascribed to it
for all purposes in terms of this agreement,
notwithstanding that that term has not been defined in
this interpretation clause;
1.11 the expiration for termination of this agreement shall
not affect such of the provisions of this agreement as
expressly provide that they will operate after any such
expiration or termination or which of necessity must
continue to have effect after such expiration or
termination, notwithstanding that the clauses themselves
do not expressly provide for this;
1.12 the rule of construction that the contract shall be
interpreted against the party responsible for the
drafting or preparation of the agreement, shall not
apply.
2. APPOINTMENT OF EMPLOYEE AND FURTHER BRANCHES
2.1 The company appoints the employee as Xxxxx Xxxx,
Director Digital Printing of Virtual Colour Group.
The employee accepts such appointment;
3. PERIOD OF EMPLOYMENT
The employee's employment shall commence on 1st February 2000 until
31st January 2002 hereafter it shall be terminable on not less than
1 (one) calendar months' written notice given by the company or the
employee to the other, provided that:
3.1. the company shall be entitled to terminate the
employee's employment summarily (or on such other basis
as it considers appropriate) if the employee:
3.1.1. is guilty of conduct justifying a summary
dismissal according to the common law;
and/or
3.1.2. is guilty of conduct which is likely to
bring himself or the company into disrepute
or is convicted of an offence involving
dishonesty; and or
3.1.3. commits a breach of any of the terms of this
agreement; and/or
3.1.4. becomes incapacitated, which shall mean
that --
3.1.4.1. he is precluded in terms of any
statute from holding office as a
director; or
3.1.4.2. he has suffered some illness or
disability which has precluded
him from providing his services
hereunder for a period in excess
of 28 (twenty eight) days in the
determination of which
intermittent returns to work or
service which do not constitute
a bona fide resumption of duties
shall be disregarded;
Any termination in terms of this clause 3 will not be or
deemed to be unlawful, unfair or an unfair labour practice as
defined in the Act. To the extent that such termination may
otherwise have accorded the employee the right to seek
reinstatement by, or any other form of redress against the
company whether under the Act or otherwise, such right is
hereby waived by the employee.
4. EFFECT OF TERMINATION OF EMPLOYMENT
The termination of the employee's employment for any reason
whatsoever shall not affect the operation of any provisions of this
agreement to the extent to which they confer rights or impose
obligations upon the parties which are exercisable or enforceable
after the termination date, and such provisions shall to that extent
continue to be of full force and effect. The termination of the
employee's employment shall furthermore not prejudice any rights
which have accrued to the parties as at the termination date.
5. SUSPENSION OF EMPLOYMENT
If the company suspects that the employee is guilty of the conduct
referred to in clause 3.1 and/or clause 3.1.1, or any other conduct
which may, if proved, justify his dismissal, or has committed a
breach of any of the terms of this agreement, it may, pending a duly
constituted enquiry into the alleged conduct in question, but
without prejudice to its right of summary dismissal in terms of
clause 3.1 and without giving rise to any claim for damages or
otherwise against it, suspend the employee for a period not
exceeding 30 days during which the employee shall:
5.1. not be entitled to attend work at the premises of the
company;
5.2 be entitled to his normal salary.
6. DUTIES OF EMPLOYEE
The employee shall:
6.1 devote the whole of his time and attention during the
company's normal business hours, and such reasonable
amount of additional time as may be necessary on an
unpaid basis, having regard to the exigencies of the
business of the company, to the business and
affairs of the company and shall not, before the
termination of this agreement or during any period after
such date in which he is employed by the company,
without the company's prior written consent, whether as
proprietor, partner, director, shareholder, member,
employee, consultant, contractor, financier, agent,
representative, assistant, trustee or beneficiary of a
trust or otherwise, and whether for reward or not,
directly or indirectly be interested or engaged in or
concerned with or employed by any business, trade,
undertaking or concern:
6.1.1. other than that of the company; or
6.1.2. which competes with any business carried on
by the company,
the undertakings in clause 6.1.1. and 6.1.2. being
separate, provided that he shall not be deemed to have
breached his undertakings by reason of:
6.1.3. his having bona fide financial interest in
businesses, trades, undertakings or concerns
which do not directly or indirectly compete
with the company which have been disclosed
to the company in writing and/or after
disclosing his intention to do so to the
company in writing by accepting appointment
as a non-executive director of such
businesses, trades, undertaking or concerns
and devoting a reasonable amount of time to
such financial interest and directorships,
provided that no such interest of or
activities by the employee are prejudicial
to or adversely affect the performance of
his duties hereunder; and/or
6.1.4. his holding shares in any company the shares
of which are listed on a recognised stock
exchange if the shares owned by him and the
persons, companies and trusts referred to in
clause 11.3.4. do not in the aggregate
constitute more than 5% (five percent) of
any class of the issued share capital of
such company; and/or
6.1.5. he being an officer of or holding shares in
the company;
6.2. obey the orders and directions of the board, any
managing director and any properly authorised officer or
official of the company, shall carry out such functions
and duties as are from time to time assigned to him and
are consistent with his status and use his
utmost endeavours to protect and promote the business
and interest of the company and to preserve its
reputation and goodwill;
6.3. not, during the operation of this agreement or
thereafter, regardless of the reason for termination of
his employment, use for his own benefit or for the
benefit of any other person or divulge or communicate to
any person or person's except to those of the officials
of the company whose province it is to know the same,
any of the company's secrets or any other information
which he may receive or obtain in relation to the
company's affairs or its customers or to the working of
any process or invention or to any marketing technique
which is carried on or used by the company;
6.4. be true and faithful to the company in all dealings and
transactions whatsoever relating to its business and
interests;
6.5. submit to the board or to any person nominated by it,
such information and reports as may be required of him
in connection with the performance of his duties and the
business of the company;
6.6. not, at any time during the operation of this agreement,
directly or indirectly, act in the manner referred to in
clause 11.3. and 11.4. or attempt to do so;
6.7. disclose to the board forthwith all acts and omissions
known to him of any other employee of the company which
constitute a breach of his or her obligations to the
company from whatsoever cause arising;
7. REMUNERATION
7.1. As remuneration for his services hereunder the company
shall pay the employee a salary at the rate of R20,000
(Twenty Thousand Rand) per month which shall be payable
on the last business day of each month and which shall
be subject to review, but not reduction, by the company
from time to time. The package may be structured in such
a manner as may lawfully achieve the optimum for
efficiency for the benefit of the employee.
7.2. The company shall pay the employee a performance-based
bonus at the end of each financial year in accordance
with the criteria to be agreed upon between the company
and the employee within a reasonable period after the
commencement of his employment, and such bonus shall be
based upon the performance of The Virtual Colour Group.
8. INVENTIONS, DISCOVERIES AND COPYRIGHT
8.1. Any discovery or invention or secret process or
improvement in procedure made or discovered by the
employee in the course and scope of his employment by
the company in connection with or in any way affecting
or relating to the business of the company or capable of
being used or adapted for use by the company or in
connection with its business shall be disclosed to the
company any shall belong to and be the absolute property
of the company.
8.2. The employee shall, if and when required by the company,
apply or join with the company at its expense in
applying for Letters Patent or other equivalent
protection in the Republic of South Africa or in any
other part of the world for such discovery, invention,
process or improvement and shall at the company's
expense execute all instruments and do all things
necessary for vesting the said Letters Patent or other
equivalent protection in the name of the company as sole
beneficial owner or in the name of such other person as
the company may nominate.
8.3. Insofar as may be necessary the employee assigns to the
company the copyright in all present and future works
eligible for copyright, including, without limitation,
literary or artistic works or software programmes of
which he may be the author, which works were or are
created, compiled, devised or brought into being during
the course and scope of the employment by the company.
No consideration shall be payable by the company to the
employee in respect of this assignment.
8.4. All reports, manuals, financial statements, budgets,
indices, research papers, letters or other similar
documents (the nature of which is not limited by the
specific reference to the foregoing items) which are
created, compiled or devised or brought into being by
the employee or come into the employee's possession
during the course and scope of his
employment by the company and all copies thereof will be
the property of the company and, upon the termination
date or earlier if required by the company, such
documents and all copies shall be returned to the
company.
9. LEAVE
The employee shall be entitled to 20 (twenty) days leave on full pay
in respect of each 12 (twelve) months' cycle of employment, to be
taken at such time or times as are convenient to the company. Leave
not taken when it is due otherwise than at the instance of the
company may not be accumulated.
10. OUT OF POCKET EXPENSES
The company shall refund to the employee the out-of-pocket expenses
incurred by him on behalf of the company which are substantiated by
vouchers therefor and which have been approved by the board or are
incurred in accordance with the principles determined by it from
time to rime.
11. RESTRAINT OF TRADE
11.1. It is agreed that in the course of his duties the
employee:
11.1.1. has acquired and/or will acquire
considerable know-how in and will learn of
the company's techniques and/or business
methods relating to the provision of and
other related services;
11.1.2 will have access to names of clients and
suppliers with whom the company does
business whether embodied in written form or
otherwise;
11.1.3. will have the opportunity of forging
personal links with clients and suppliers of
the company; and
11.1.4. generally will have the opportunity of
learning and acquiring the trade secrets,
business connections and other confidential
information appertaining to the company's
business.
11.2. It is acknowledged that the only effective and
reasonable manner in which the company's rights in
respect of its business secrets and client connection
can be protected is the restraint imposed upon the
employee in terms of this clause 11, subject to the
payment by the company to the employee of the amount of
R168,000 (One Hundred and Sixty Eight Rand) which said
amount shall be payable by the company to the employee
in 2 (two) equal annual payments of R84,000 (Eighty Four
Thousand Rand) each, the first whereof shall be due and
payable by the company to the employee on 1st February
2001.
11.3. Without derogating from the employee's obligations under
clause 6.1. the employee shall not, for 2 (two) years
from the termination date, whether as proprietor,
partner, director, shareholder, member, employee,
consultant, contractor, financier, agent,
representative, assistant, trustee or beneficiary of a
trust or otherwise and whether for reward or not,
directly or indirectly:
11.3.1. carry on; or
11.3.2. be interested or engaged in or concerned
with or employed by any company, close
corporation, firm, undertaking or concern
which carries on,
In any of the prescribed areas any business which sells
prescribed goods or renders prescribed services or
competing services or in the course of which prescribed
goods are sold or prescribed services or competing
services are rendered; provided that the employee shall
not be deemed to have breached his undertaking by reason
of his:
11.3.3. holding share in the company; or
11.3.4. holding shares in any company the shares of
which are listed on a recognised stock
exchange if the shares owned by -
11.3.4.1. him;
1.3.4.2. his ascendants and descendants;
11.3.4.3. his spouse;
11.3.4.4. any person related to him or his
spouse within the third degree
of consanguinity;
11.3.4.5. any trust created primarily for
the benefit of one or more of
the persons referred to in
clauses 11.3.4.1. to 11.3.4.5.;
and
11.3.4.6. any company effectively
controlled by one or more of the
persons and trusts referred to
in clauses 11.3.4.1. to
11.3.4.5.
do not in the aggregate constitute more than
5% (five percent) of any class of the issued
share capital of such company.
11.4. The employee undertakes that neither he nor any company,
close corporation, firm, undertaking or concern in or by
which he is directly or indirectly interested of
employed will within 2 (two) years after the termination
date and whether for reward or not, directly or
indirectly --
11.4.1. encourage or entice or incite or persuade or
induce any other employee of the company,
who was employed whilst the employee was
employed by the company and who is engaged
or participates in the sale or other
marketing by the company of the prescribed
goods, or in a material respect in the
rendering or in the marketing of the
prescribed services, to terminate his
employment by the company; or
11.4.2. furnish any information or advice to any
employee to whom clause 11.4.1. applies or
to any prospective employer of such employee
or use any other means which are directly or
indirectly designed, or in the
ordinary course of events calculated, to
result in any such employee terminating his
employment by the company and/or becoming
employed by or directly or indirectly in any
way interested in or associated with any
other company, close corporation, firm,
undertaking or concern; or
11.4.3. furnish any information or advice (whether
oral or written) to any prescribed client
that the employee intends to or will
(whether as proprietor, partner, director,
shareholder, member employee, consultant,
contractor, financier, agent, representative
or otherwise) directly or indirectly, be
interested or engaged in or concerned with
or employed by any company, close
corporation, firm, undertaking or concern
carried on in any of the prescribed areas
which sells prescribed goods or competing
goods or renders prescribed services or
competing services or in the course of which
prescribed goods or competing goods are sold
or prescribed services or competing services
are rendered after the expiry of 2 (two)
years after the termination date; or
11.4.4. furnish any information or advice (whether
oral or written) to any prescribed client or
use any other means or take any other action
which is directly or indirectly designed, or
in the ordinary course of events calculated,
to result in any such prescribed client
terminating its associating with the company
and/or transferring its business to or
purchasing any prescribed goods or competing
goods or accepting the rendering of any
prescribed services or competing services
from any person other than the company, or
attempt to do so.
11.5. Without derogating from the obligations imposed by this
clause 11 the employee undertakes that neither he nor
any company, firm, undertaking or concern in or by which
he is directly or indirectly interested, engaged,
concerned or employed will for a period of 2 (two) years
after the termination date directly or indirectly,
whether as proprietor, partner, director, shareholder,
employee, consultant, contractor, financier, agent,
representative, assistant, trustee or beneficiary of a
trust or otherwise in any part of the prescribed areas
and whether for reward or not:
11.5.1. solicit orders from prescribed clients for
the prescribed services or any competing
services;
11.5.2. canvass business in respect of the
prescribed services from prescribed clients;
11.5.3. sell or otherwise supply to any prescribed
client;
11.5.4. render any competing service to any
prescribed client;
11.5.5. purchase from any prescribed supplier or
accept the rendering of any prescribed
services from it;
11.5.6. solicit appointment as a distributor,
licensee, agent or representative of any
prescribed supplier in respect of prescribed
services'
including on behalf of or for the benefit of a
prescribed supplier.
11.6. Each of the undertakings set out in this clause 11
(including those appearing in a single clause) is
severable inter alia as to:
11.6.1. nature of interest, act or activity;
11.6.2. the categories of persons falling within the
definition of prescribed clients;
11.6.3. the categories of goods falling within the
definition of he competing goods;
11.6.4. the categories of services falling within
the definition of the prescribed services
and competing services;
11.6.5. the categories of persons falling within the
definition of prescribed supplier;
11.6.6. the individual magisterial districts and
areas which are defined as the prescribed
areas
and are acknowledged to be reasonably required for the
protection of the Company and are generally fair an
reasonable.
11.7. The employee acknowledges that the Company will suffer
financial harm and loss if he breaches any provision of
this clause 11. Upon the breach of any of the provisions
of clause 11.3. the company shall be entitled to enforce
the restraint in question and, in addition or
alternatively thereto, as the company may elect, be
entitled to claim and recover from the employee the sum
of ten thousand rand per month during the period of the
breach, and to the extent that it is not prohibited from
doing so by any law, to set off its claim against any
amount due by it to the employee (and he authorises the
company to do so) and to recover its claim from any
benefits due to the employee from any pension funds due
to the employee and, to the extent not precluded by law,
he cedes his right to those benefits to the company
accordingly.
12. GENERAL
12.1. No remedy granted by this agreement shall exclude any
other remedy available at law.
12.2. No amendment of this agreement or any consensual
cancellation thereof or any part thereof shall be
binding on the parties unless reduced to a written
document and signed by them.
12.3. If any of the terms of this agreement, such as the rate
of remuneration payable to the employee, are varied, the
other terms shall, unless otherwise agreed in writing,
remain of full force and effect.
12.4. No relaxation or indulgence which the company may show
to the employee shall in any way prejudice or be deemed
to be a waiver of its rights hereunder nor shall such
relaxation or indulgence preclude or estop the company
from exercising its rights in terms of this agreement in
respect of any further breach.
12.5. This agreement constitutes the whole agreement between
the parties and no warranties or representation whether
express or implied have been given or made by the
company to the employee.
12.6. Subject to the provisions of clause 3 the employee's
employment by the company shall be governed by the
provisions of any applicable agreement or determination
concluded in terms of the Act and/or the Wage Act of
1957, and/or the provisions of any applicable law.
12.7. Any term of this agreement which conflicts with the
provisions of any agreement or determination referred to
in this agreement, or any applicable law shall be
treated as pro non scripto and shall be severed from the
balance of this agreement, which shall continue to be of
full force and effect.
12.8. The company shall be entitled to cede and delegate all
or any of its rights and obligations under this
agreement to the successor in title of the undertakings
of the company or any member thereof, whether such
cession and delegation takes place before or after the
termination date.
13. DOMICILIUM CITANDI ET EXECUTANDI
13.1. The parties choose as their domicilia citandi et
executandi for all purposes under this agreement,
whether in respect of court process, notices or other
documents or communications of whatsoever nature, the
following addresses:
13.1.1. The company: Xxxxxxxxxx.Xxx Inc
Physical: 000 Xxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxx 00000 XXX
Postal: 000 Xxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxx 00000 XXX
Telefax: 9091 615 612 4005
13.1.2. The employee: Virtual Colour
Physical: 0xx Xxxxx Xxxxxx Xxxx
00X Xxx Xxxxxx Xxxxxx,
XXXXXXXXX, 0000
Postal: P 0 Xxx 0000,
XXXXXXXXX, 0000
Telefax: (021) 462 1660
13.2. Any notice or communication required or permitted to be
given in terms of this agreement shall be valid and
effective only if in writing but it shall be competent
to give notice by telefax.
13.3. Either party may by notice to the other party change the
physical address chosen as its domicilium citandi et
executandi to another physical address where postal
delivery occurs in South Africa or its postal address or
its telefax number, provided that the change shall
become effective on the 7th business day from the deemed
receipt of the notice by the other party.
13.4. Any notice to a party:
13.4.1. sent by prepaid registered post (by airmail
if appropriate) in a correctly addressed
envelope to it at an address chosen as its
domicilium citandi et executandi to which
post is delivered shall be deemed to have
been
received on the 7th business day after
posting (unless the contrary is proved);
13.4.2. delivered by hand to a responsible person
during ordinary business hours at the
physical address chosen as its domicilum
citandi et executandi shall be deemed to
have been received on the day of delivery;
or
13.4.3. sent by telefax to its chosen telefax number
stipulated in clause 13.1., shall be deemed
to have been received on the date of
despatch (unless the contrary is proved).
13.5. Notwithstanding anything to the contrary herein
contained a written notice or communication actually
received by a party shall be an adequate written notice
or communication to it notwithstanding that it was not
sent to or delivered at its chosen domicilium citandi et
executandi.
14. RESIGNATION
14.1. If the employee is a Director of the company on
termination date the employee will ipso facto resign as
a Director of the company.
14.2. The employee hereby irrevocably appoints the then
auditors of the company as his agent in dem suam to sign
all such documents and to do all such acts as may be
necessary to effect and implement such resignation.
15. COSTS
The costs of and incidental to the drawing of this agreement and the
stamp duty hereon shall be paid by the company.
16. SMOKING POLICY
It is the policy of the company not to permit smoking in the
premises from which the company conducts its business.
17. SAFETY AND HEALTH
The employee acknowledges that he is aware of the dangers to his
safety and health attached to the work be has to perform, any
article or substance he has to produce, process, use, handle, store
or transport and any plant and machinery, which he is required or
permitted to use, and also with the precautionary measures to be
taken and observed with respect of those dangers.
18. COUNTERPARTS
This agreement may be entered into in any number of counterparts and
by the parties to this agreement on separate counterparts, each of
which when so executed and delivered shall be an original, but all
the counterparts shall together constitute one and the same
instrument.
SIGNED by the parties and witnessed on the following dates and at the following
places respectively:
DATE PLACE WITNESS SIGNATURE
---- ----- ------- ---------
1. /s/ [ILLEGIBLE] For:
-----------------
18 November 00 Xxxx Xxxx 2. /s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
-------------- ----------- ----------------- ----------------------
1. /s/ Xxxxx Xxxxxxx, Xx.
----------------------
Xxxxxxxxxx.xxx Inc.
18 November 99 Madison, TN 2. /s/ X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx Xx.
-------------- ----------- ----------------- ------------------------
CEO
