EXHIBIT 10.16
JOINT VENTURE AGREEMENT
This AGREEMENT, made and entered into this 14th day of January, 2004
By and existing between Delta Mutual, Inc., a corporation duly organized and
existing under the laws of the State of Delaware, and having its head office at
000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 (hereinafter referred to as
"Delta"), and Hi Tech Consulting and Construction, Inc., a corporation duly
organized and existing under the laws of the State of Virginia, and having its
head office presently located at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000
(hereinafter referred to as "Hi Tech').
WITNESSETH :
WHEREAS, Delta and its AFFILIATES (as hereinafter defined) are engaged,
inter-alia, in providing environmental SERVICES (as hereinafter defined), and
have accumulated unique knowledge and experience in that connection; and
WHEREAS, Hi Tech and Delta mutually agreed to establish a corporation
under the laws of the State of Delaware, in which each of them will be
shareholders, for the purpose of the sale of such SERVICES primarily in Middle
East and Africa;
NOW THEREFORE, for and in consideration of the premises and mutual
covenants herein contained, Delta and Hi Tech hereby set forth their agreement
as follows:
SECTION 1.00 DEFINITIONS
When used in the Agreement, each of the terms set forth in this SECTION
1.00 shall have the meaning indicated:
1.01 "NEWCO"
The stock corporation to be incorporated under the laws of the State of
Delaware by the parties hereto in the manner provided in Section 3.00 hereof,
and to be known as "Delta-Envirotech".
1.02 "EFFECTIVE DATE"
Those authorizations, validations, licenses, ruling or other
governmental approvals or actions required or permitted to be obtained pursuant
to SECTION 2.00 hereof.
1.03 "EFFECTIVE DATE"
The date on which both parties have agreed that all AUTHORIZATIONS have
been obtained and are satisfactory to both parties.
1.04 "ASSOCIATED AGREEMENTS"
Those agreements related to this Agreement which are to be executed
simultaneously herewith and which are listed in SECTION 4.00.
1.05 "SERVICES"
Providing SERVICES for the cleaning and recycling of polluted land and
water for industrial and civil applications. Where applicable, the rights to use
certain patents to produce alternative fuels from waste materials.
SECTION 2.00 AUTHORIZATIONS TO BE OBTAINED
2.01 Failure to Obtain AUTHORIZATIONS
In the event that the AUTHORIZATIONS shall not have been obtained
within one hundred twenty (120) days after the date of execution of this
Agreement, unless otherwise mutually agreed in writing between the parties
hereto, this Agreement and the ASSOCIATED AGREEMENTS shall terminate
automatically and rights, duties and obligations of each of the parties
hereunder to the other shall no longer exist, except as otherwise provided in
SECTION 11.00 hereof.
SECTION 3.0 FORMATION OF NEWCO
3.01 Organization and Registration
Promptly after the EFFECTIVE DATE, Hi Tech shall take steps necessary
to organize and register NEWCO under the laws of the State of Virginia. The
registered head office of NEWCO shall be located in the State of Virginia. The
parties hereto shall closely cooperate and consult with and assist each other
with respect to the procedures and particulars of the organization of NEWCO.
3.02 Articles of Incorporation of NEWCO
At the time of the organization and registration of NEWCO pursuant to
Paragraph 3.01 hereof, and parties hereto shall cause NEWCO to adopt as its
articles of incorporation the structure as established by the Secretary of State
of the State of Delaware.
3.03 Business Purposes of NEWCO
At the time of the organization and registration of NEWCO pursuant to
Paragraph 3.01 hereof, the articles of incorporation of NEWCO shall contain the
following business objectives and purposes:
3.03.01 To provide remediation and recycling services to
entities required to clean polluted areas.
3.03.02 To provide alternative fuels for industrial
applications from waste materials.
3.03.03 To engage in all business and activities related or
incidentalto any of the foregoing.
3.04 Total Paid-In Captial of NEWCO
NEWCO pursuant to Paragraph 3.01 hereof, NEWCO shall have an initial
paid-in capital of $750,000 as specified in Exhibit I.
3.05 Capital Contributions
Delta shall contribute to NEWCO, as its contribution to the initial
paid-in capital of NEWCO, the sum of $375,000 in cash. Additionally, Delta shall
issue to Mehran Xxxxx Xxxxxxx, the appointee as President and C E O of NEWCO,
Fifty Thousand (50,000) shares of restricted common stock of Delta Mutual, Inc.
UPON SIGNING AND AN ADDITIONAL Fifty Thousand Shares 50,000 shares of its
restricted common stock no later than end March 2004. Hi Tech shall contribute
to NEWCO, as its contribution the amounts incurred in development of the
business structure as per Exhibit II and markets. In exchange for the
contributions described in this Paragraph 3.05, NEWCO shall issue SHARES of par
value of $0.001 per SHARE as follows: 1) to , Delta 750 SHARES; and 2) to Hi
Tech, 750 SHARES.
SECTION 4.00 ASSOCIATED AGREEMENTS
None
SECTION 5.00 MANAGEMENT OF NEWCO
5.01 Meeting of the Shareholders of NEWCO
Each shareholder of NEWCO shall be given timely notice of the time, date and
place of general meetings of shareholders, in no event later than thirty (30)
days prior to the date of convocation of each such meeting, in each case;
provided, however, that such period of notice maybe shortened for any particular
meeting with the unanimous consent of all the shareholders of record. Notices of
general meetings of shareholders of NEWCO given to shareholders who do not
reside in Virginia shall be sent by fax and confirmed by registered airmail or
courier. All such notices shall be accompanied by a complete agenda for the
meeting, in each case. An annual general meeting of shareholders shall be held
within ninety days after the close of each business year.
5.02 Resolutions of Shareholders
Except as otherwise required by mandatory provisions of law or
provided for in the articles of incorporation of NEWCO: 1) A
quorum for a general meeting of the shareholders of NEWCO
shall require the presence, in person or by proxy, of
shareholders of NEWCO holding two-thirds of the total issued
and outstanding SHARES of NEWCO entitled to vote; and 2)
Resolutions of general meetings of the shareholders of NEWCO
shall be adopted by the affirmative vote of two-thirds of the
SHARES represented in person or by proxy at a meeting at which
a quorum is present, including without limitation the
following:
1. Any amendment of the Articles of Incorporation;
2. Any alteration of the authorized capital or capital
reserves of the NEWCO;
3. Transfer of the whole or of an important part of the
business of NEWCO or taking over of the whole or a
part of the business of any other company or entry
into any joint venture or partnership;
4. Dismissal of Directors and statutory Auditor;
provided that a party shall only vote for the removal
of a director at the request of the party who
nominated that director;
5. Dismissal of and hiring (of new) Independent Public
Accountants;
6. Any other matters the adoption of which requires
special resolution of general shareholders meeting
under the Uniform Commercial Code.
5.03 The Board of Directors of NEWCO
Except as otherwise required by mandatory provisions of law or provided
for in the articles of incorporation of NEWCO, responsibility for the
management, direction and control of NEWCO shall be vested in the board
of directors of NEWCO. The articles of incorporation of NEWCO shall,
unless otherwise mutually agreed in writing between the parties hereto,
provide for the election of three (3) directors of NEWCO.
5.04 Election of Directors
The directors of NEWCO shall be elected at general meetings of
shareholders. It is understood and agreed by the parties hereto that
one (1) of the directors of NEWCO shall be individuals nominated by
Delta Mutual, Inc., and two (2) shall be individuals nominated by Hi
Tech. Each of the parties hereto hereby covenants and agrees to vote
its SHARES of NEWCO to cause the election of the directors nominated in
accordance with the foregoing. In the event of the death, incapacity,
resignation or other removal of a director prior to the end of his
term, each of the parties hereto agrees to vote its shares so as to
elect as his replacement a director nominated by the party hereto who
nominated the director whose death, incapacity, resignation or removal
was the cause of such vacancy.
5.05 Meetings of the Board of Directors of NEWCO
Each of the directors of NEWCO shall be given timely written notice of
the time, date and place of meetings of the board of directors of
NEWCO, in no event later than thirty (30) days prior to the date of
convocation of such meetings, in each case; provided, however, that
such period of notice maybe shortened or dispensed with for any
particular meeting by the unanimous written consent of all the
directors in office. Notices of meetings of the board of directors of
NEWCO given to directors who do not reside in Virginia shall be sent by
fax and confirmed by either registered airmail or courier. All such
notices shall be accompanied by a complete agenda for the meeting, in
each case. All directors of NEWCO shall receive copies of minutes of
all meetings of the board of directors.
5.06 Resolutions of Directors
Except as otherwise required by mandatory provisions of law, or by the
articles of incorporation of NEWCO, resolutions of the board of
directors shall be adopted only by the affirmative vote of a majority
of all of the directors of the company to be elected to office pursuant
to Paragraph 5.04 hereof, present in person, provided however, that the
following matters may only be approved by unanimous consent of all the
directors:
1. Adoption of a Three Year Operating Plan or approval
of any significant deviation from the Three Year
Operating Plan last approved by the shareholders;
2. The acceptance of any customer order that would
require additional facilities and investment or
substantial outside contracting for such order;
3. Incurring liabilities substantially in excess of
approved plan levels whether or not in the ordinary
course of business;
4. Extending credit, in terms of time or amounts, beyond
approved levels; and
5. Offering warranties or guarantees on product
performance beyond approved statements.
5.07 Representative Director
NEWCO shall have one (1) representative director who shall be appointed
by the board of directors of NEWCO from among the members of said board
and who shall be an individual nominated by Hi Tech and acceptable to
the Parties.
5.08 Officers
NEWCO shall have the following officers:
President and C E O
Each of the parties hereto hereby covenants and agrees to cause the
directors of NEWCO nominated by it to cast their votes so as to appoint
as officers of NEWCO individuals who qualify under the respective
sub-paragraph of this Paragraph 5.08. In the event of the death,
incapacity, resignation or other removal of an officer prior to the end
of his term, each of the parties hereto agrees to cause the directors
of NEWCO to cast their votes so as to appoint as his replacement a
nominee who qualifies under the foregoing provisions of this Paragraph
5.08.
5.09 Auditor
NEWCO shall have one statutory auditor who shall be approved by both
parties.
5.10 Accounting Period and Books of Account
5.10.1 Accounting Period and Books of Account
The accounting period of NEWCO shall commence of
January 1 of each year and end on December 31 of the
same year; provided, however, that the first
accounting period of NEWCO shall commence on the date
of organization of NEWCO pursuant to Paragraph 3.01
hereof and end on December 31 of the same year.
5.10.2 Books of Account
NEWCO shall keep true and accurate books of account
and records in accordance with sound accounting
practices, employing standards, procedures and form
in conformity with generally accepted accounting
practices.
5.11 Independent Public Accountants
At the end of each accounting period of NEWCO, the
books of account and records of NEWCO shall be
audited, at the expense of NEWCO, by a firm of
certified public accountants of international
reputation, competent to audit the books of NEWCO in
the manner required by Paragraph 5.10 hereof. Such
firm of independent public accountants shall certify
the annual financial reports of NEWCO suitable for
use by each of the parties hereto in connection with
its financial and tax reports.
5.12 Reporting and Inspection of NEWCO Records
NEWCO shall submit to its shareholders, copies of the
following reports:
Quarterly Statement of Profit and Loss.
Quarterly Balance Sheet and Statement of Accounts.
Quarterly Listing of Purchase Commitments by month.
Quarterly Forecast of Profit and Loss and Balance Sheet.
Further, NEWCO shall make available to each of the parties hereto, or
to their authorized representatives, its books of account and records,
if and when either party hereto shall so request.
SECTION 6.00 FACILITIES, PERSONNEL
6.01 Operating Facilities
As soon as possible after the EFFECTIVE DATE, NEWCO
shall complete any required office space. Additional
operating facilities maybe constructed by NEWCO in
the future, or acquired through purchase or lease, in
accordance with pertinent provisions of its articles
of incorporation.
6.02 Personnel
6.02.1 General
All personnel employed by NEWCO shall become
full-time regular employees of NEWCO, and shall not
be on loan or detached service from another employer
unless otherwise agreed between the parties. The
conditions of employment of such personnel, including
the remuneration thereof, shall be established in
work rules to be adopted by the board of directors of
NEWCO.
6.02.2 Recruiting
Hi Tech agrees to facilitate recruiting of
operational personnel by NEWCO so as to provide the
greatest possible assistance in the commencement and
development of operations of NEWCO.
6.02.3 Expatriate Personnel
If the parties decide that it is necessary to employ
non-US citizens in the operation of NEWCO, the
parties shall cooperate and mutually assist each
other in effecting same.
SECTION 7.00 FINANCING
7.01 Manner of Providing Additional Capital
The parties agree that, should it be determined by
agreement between them, in accordance with sound and
prudent business practices, that additional capital
is required for NEWCO beyond that to be contributed
pursuant to SECTION 3.00 hereof, and further beyond
credit facilities available directly to NEWCO such
additional capital will, except as otherwise provided
elsewhere in the SECTION 7.00, be provided by Delta
and Hi Tech and each in proportion to its equity
interest in NEWCO, and in like manner and on the same
terms and conditions, whether made in the form of
equity, debt or guarantees of loans authorized to be
taken by NEWCO or otherwise, unless the parties
otherwise mutually agree in writing.
7.02 Condition for Obligation of Additional Capital
Anything to the contrary in the SECTION 7.00
notwithstanding, the parties shall not be required to
provide any additional capital for NEWCO, whether in
the form of loans, equity, guarantees, or otherwise,
unless and until it shall first obtain such
governmental validations, authorizations, licenses or
other proposals as maybe necessary or desirable under
applicable laws or regulations in force at the time
such additional capital is to be provided.
7.03 Pre-emptive Rights
The parties hereto, as shareholders of NEWCO, shall
have pre-emptive rights to acquire any SECURITIES
which NEWCO may issue subsequent to its organization
and registration pursuant to Paragraph 3.01 hereof,
each in proportion to its equity interest in NEWCO.
Should either of the parties hereto decline such
right, the other party hereto shall have pre-emptive
rights to all such additional SECURITIES so declined
by the other; provided, however, that it is expressly
understood and agreed that the failure of to exercise
its pre-emptive rights, as aforesaid, for the reason
that any requisite authorization, license, or
approval, as maybe required by laws or regulations
then in effect, cannot be obtained therefore in form
and substance satisfactory to Delta shall not be
considered or deemed a waiver by of such pre-emptive
rights or an election by not to so subscribe, and Hi
Tech shall not therefore have the right to subscribe
to any portion whatsoever of such additional
SECURITIES including either its own portion or that
of.
8.0 TRANSFERS, ETC. OF SECURITIES
8.01 General Restriction of Transfers Etc.
Except as otherwise expressly provided for in the
SECTION 8.00, Delta and Hi Tech mutually covenant and
agree not to sell, assign, pledge or in any other
manner transfer title or rights to, or otherwise
encumber, any of the SECURITIES of NEWCO held by them
respectively, or to take any action leading to or
likely to result in any of the foregoing.
8.02 Transfers
Anything to the contrary in the SECTION 8.00
notwithstanding, neither Party shall have the right,
without obtaining the prior written consent of the
other Party, to transfer to any AFFILIATE of, or any
corporation acquiring all or substantially all of the
assets of, or any surviving or newly formed
corporation in connection with a merger or
amalgamation involving all or any portion of the
SECURITIES of NEWCO held by; provided, however, that
prior to any such transfer of the SECURITIES of NEWCO
by pursuant to this Paragraph 8.02, the other Party
shall be apprised and consulted concerning the
manner, timing and purpose of such transfer, and a
written undertaking by the prospective transferee of
the obligations of hereunder shall be obtained and
submitted to the other Party.
SECTION 9.00 ADDITIONAL UNDERTAKINGS AND COVENANTS
9.01 Performance of ASSOCIATED AGREEMENTS
The parties hereto agree to exercise their best
efforts to cause the full, timely and faithful
performance by NEWCO of all the terms and conditions
of the ASSOCIATED AGREEMENTS to which NEWCO shall
become a party pursuant to SECTION 4.00 hereof.
9.02 Industrial Property Rights
Hi Tech shall not, directly or indirectly, itself or
through any other person or firm controlled (directly
or indirectly) by it secure by this Agreement or any
ASSOCIATED AGREEMENT or by any of its actions
thereunder any right in or to any patent or patent
rights in any PRODUCT or any right in or to any
proprietary technology and know-how relating to any
PRODUCT disclosed by or its AFFILIATES pursuant to
this Agreement or any of the ASSOCIATED AGREEMENTS,
or in any trade names, trade or service marks,
copyrights, designs or any other property rights of
or its AFFILIATES, whether registered or not relating
to or used in connection with any PRODUCTS covered by
this Agreement or any ASSOCIATED AGREEMENT.
9.03 TRADEMARKS
Delta and Hi Tech expressly agree that all use of
trademarks and trade names in connection with
SERVICES provided by NEWCO, and matters related
thereto, shall be in strict accordance with the
ASSOCIATED AGREEMENTS contemplated by SECTION 4.00
hereof. Hi Tech shall not, directly or indirectly,
itself or through any other person or firm controlled
(directly or indirectly) by it, contest or aid others
in contesting or do anything which is likely to
impair or tend to impair the value or validity
(hereby acknowledge by Hi Tech) of any trade names,
trade and service marks of or its AFFILIATES relating
to the SERVICES and or the exclusive ownership or
rights of or its AFFILIATES therein. Upon request by
at any time during the term of this Agreement or
thereafter, Hi Tech shall take all steps necessary to
assign and transfer to any rights relating to any
names or marks of or its AFFILIATES which Hi Tech may
have obtained, inadvertently or otherwise. All
obligations of Hi Tech in this Paragraph 9.03 shall
survive any termination of this Agreement or any
ASSOCIATED AGREEMENT.
SECTION 10.0 PAYMENT AND TAXES
NEWCO shall be liable for any and all taxes related
to the provision of SERVICES provided by NEWCO.
SECTION 11.00 CONFIDENTIALITY OF INFORMATION; OTHER
RESTRICTIONS
11.01 Duty of Secrecy and Confidentiality
The parties hereto agree to keep strictly secret and
confidential and not to disclose to any third party,
except to the extent that disclosure to NEWCO maybe
required by this Agreement or by any of the
ASSOCIATED AGREEMENTS, any and all valuable and
proprietary information including, but not limited
to, technical, economic and marketing information,
acquired from either of the parties hereto, or from
NEWCO (unless disclosure of such information is
expressly permitted by this Agreement or by any
ASSOCIATED AGREEMENT). OBLIGATIONS RELATING TO ITS
UNPUBLISHED TECHNICAL DATA UNDER THIS agreement or
any ASSOCIATED AGREEMENT shall at all times be
subject to the Foreign Corrupt Practices Act and
other laws and regulations of the United States
Government and COMPANY B hereby gives its written
assurance that it will comply with said laws and
regulations as these maybe amended from time to time.
11.02 Restriction of Use
The parties hereto agree that they shall not use any valuable
and proprietary information obtained from the other party
hereto or from NEWCO for any purpose whatsoever except in a
manner expressly provided for in the Agreement or in any of
the ASSOCIATED AGREEMENTS, or upon the written consent of the
party disclosing such valuable and proprietary information.
11.03 Maintenance of Secrecy and Confidentiality by
Employees Of the Parties
The parties hereto agree to cause each of their respective
employees who shall be given access to valuable and
proprietary information obtained from the other party hereto
to treat such information in accordance with the obligations
of secrecy and confidentiality assumed by the parties pursuant
to Paragraphs 11.01 and 11.02 hereof.
11.04 Duty to Enforce Secrecy Commitments
Each party hereto agrees to take at its own expense all
reasonable action to compel compliance by its respective
employees with the provisions of Paragraph 11.03 hereof.
11.05 Limitation and Survival of Obligations
The obligations undertaken by the parties hereto pursuant to
this SECTION 11.00 shall not apply to any information obtained
from the other party hereto or from NEWCO which is or becomes
published or otherwise generally available to the public,
other than in consequence of the willful or negligent act or
omission of either of the parties hereto or NEWCO or either of
their or its employees, or which is, at the time of
disclosure, in the possession of the party to which such
information is furnished, and such obligations, as so limited,
shall survive termination of this Agreement or of any
ASSOCIATED AGREEMENT
SECTION 12.00 TERM AND TERMINATION
12.01 Term
This agreement shall become effective as of the date of
execution hereof by the last of the parties hereto to execute
this Agreement and shall continue in force and effect for an
indefinite term thereafter, until NEWCO shall be dissolved or
otherwise cease to exist as a separate entity, unless this
Agreement is sooner terminated pursuant to 12.01.1, 12.02,
12.03, or 12.04.
12.01.1 Either party may, on one year's written notice to the
other, terminate this Agreement. Such notice shall explain the
basis upon which the decision to terminate has been reached.
12.02 Bankruptcy, Etc., of a Party or NEWCO
Either party hereto may terminate this Agreement by written
notice to the other party hereto in the event that such other
party hereto shall:
12.02.1 Be declared insolvent or bankrupt;
12.02.2 Have all or any substantial portion of its capital
stock or Assets expropriated by any government; or
12.02.3 Be dissolved or liquidated, except in consequence of
a merger, amalgamation or other corporate
reorganization to which it maybe a party.
In case neither party is involved in any of the events enumerated in
subparagraphs 12.02.1 through 12.02.3, such party shall be obligated to
notify the other party of the occurrence of such event. Either party
hereto may terminate this Agreement by written notice to the other
party in the event that NEWCO shall be involved in any of the events
enumerated in subparagraphs 12.02.1 through 12.02.3, inclusive.
12. 2.4 Breach by a Party or NEWCO
In the event of a material breach of this Agreement or of any
ASSOCIATED AGREEMENT, including a breach by NEWCO of any
ASSOCIATED AGREEMENT to which it is a party, a party hereto
not in breach of this Agreement or of any ASSOCIATED AGREEMENT
to which it is a party shall be entitled to terminate this
Agreement by written notice to the other party hereto if,
within sixty (60) days after written notice is given by such
party not in breach complaining of a breach of this Agreement
or of any ASSOCIATED AGREEMENT, the breach as aforesaid shall
not have been corrected by the party in breach.
12.02.3 Governmental Alterations or Modification
If at any time during the term of this Agreement, any
government or agency thereof should require, directly or
indirectly, alteration or modification of any term or
condition of this Agreement or an ASSOCIATED AGREEMENT, or of
the performance of the parties hereunder or thereunder in a
manner which is significantly and substantially adverse to a
party hereto, then such party may, in good faith and at its
sole discretion, terminate this Agreement forthwith in its
entirety by giving written notice to that effect to the other
party hereto. It is expressly understood and agreed by the
parties hereto that in the event of such termination, the
party electing to terminate this Agreement pursuant to this
Paragraph 12.04 will incur no liability to the other party
hereto for any alleged default or breach in the performance of
this Agreement arising from the exercise of the right herein
provided to terminate this Agreement.
12.02.4 Rights of the Parties Upon Termination
In the event that either party hereto elects to exercise its
right of termination of this Agreement pursuant to Paragraphs
12.02, 12.03 or 12.04 the other party shall immediately
dissolve and liquidate NEWCO. In the event that either party
hereto elects to exercise its right of terminating of this
Agreement pursuant to subparagraph 12.01.1, the parties hereto
shall mutually arrange for the dissolution of NEWCO the
following year. Both parties shall fully cooperate in such
dissolution and liquidation of NEWCO. Nothing in this
paragraph 12.05 shall in any manner adversely affect the
remedies which either party may be entitled to under
applicable law in the event of termination of this Agreement
by either party hereto.
12.06 Force Majeure
With the exception of the obligations of NEWCO to make
payments to any of the parties hereto pursuant to this
Agreement or any of the ASSOCIATED AGREEMENTS, neither party
hereto shall be liable to the other party for any loss,
injury, delay, damages or other casualty suffered or incurred
by such other party hereto due to strikes, failures of
suppliers, riots, storms, fires, explosions acts of God, War,
or any other cause similar thereto which is beyond the
reasonable control of either party hereto, and any failure or
delay by either party hereto in performance of any of its
obligations under this Agreement or under any ASSOCIATED
AGREEMENT due to one or more of the foregoing causes shall not
be considered as a breach of this Agreement or of any
ASSOCIATED AGREEMENT, as the case maybe, for purposes of this
SECTION 12.00.
12.07 Non-Waiver
The waiver, express or implied, by either of the parties of
any right hereunder of any failure to perform or breach hereof
by the other party shall not constitute or be deemed as a
waiver of any other right hereunder or of any other failure to
perform or breach hereof by any such other party hereto,
whether of a similar or dissimilar nature thereto.
12.08 Survival of Rights, Duties and Obligations
Termination of this Agreement for any cause shall not release
either party from any liability which at the time of
termination has already accrued to the other party or which
thereafter may accrue in respect of any act or omission prior
to such termination. No shall any such termination of this
Agreement affect in any way the survival of any right, duty or
obligation of either party which is expressly stated elsewhere
in this Agreement to survive termination hereof any ASSOCIATED
AGREEMENT.
SECTION 13.00 INTERPRETATION
13.01 Applicable Law
The validity, construction and performance of this Agreement
shall be governed by and interpreted in accordance with the
laws of the State of Delaware.
13.02 Effect of Headings
The headings of SECTIONS and paragraphs of this Agreement
excepting those in SECTION 1.00, are to facilitate reference
only, do not form a part of this Agreement, and shall not in
anyway affect this interpretation hereof.
13.03 Modification, Etc. of Agreement
No oral explanation or oral information by either of the
parties hereto shall alter the meaning or interpretation of
this Agreement. No amendment or change hereof or addition
hereto shall be effective or binding on either of the parties
unless reduced to writing and executed by the respective duly
authorized representatives of each of the parties.
SECTION 14.00 MISCELLANEOUS
14.01 Assignment
This Agreement, and all rights and obligations hereunder, are
personal as to the parties hereto and shall not be assigned,
by either of the parties hereto to any third party without the
prior written consent of the other party; provided, however,
that either Delta or Hi Tech may assign this Agreement, in
connection with a transfer to its SECURITIES of NEWCO in
accordance with paragraphs 8.02 or 8.03 hereof, subject to the
assumption in writing by such transferee of all of the
obligations and duties of the assigning party set forth in
this Agreement.
14.02 Notices
Except as otherwise provided in this Agreement, all notices
required or permitted to be given hereunder shall be in
writing and shall be valid and sufficient if dispatch by fax
and either registered airmail or courier, addressed as
follows:
If to Hi Tech:
Hi Tech Consulting and Construction, Inc.
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
If to Delta:
Delta Mutual, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Either party hereto may change its address by a notice given to the
other party hereto in the manner set forth above.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives on the day and year first set
forth.
WITNESS:
BY: /s/ Mehran Xxxxx Xxxxxxx
------------------------ ---------------------------
Mehran Xxxxx Xxxxxxx, President
Hi Tech Consulting and Construction, Inc.
WITNESS:
BY: /s/ Xxxxx X. Xxxxx
------------------------ ---------------------------
Xxxxx X. Xxxxx, President and CEO
Delta Mutual, Inc.
WITNESS:
------------------------
Exhibit I
Capital Contributions
Delta Mutual, Inc.
Cash Contributions to Capital $ 375,000
---------
Hi Tech Consulting and Construction, Inc.
Organization and Structure Expenses
Incurred, Contribution Value $ 129,720
Market and Client Access 245,280 $ 375,000
------- ---------
Total Capital Contributions $ 750,000
---------
Incentive Schedule
Delta Mutual, Inc. common stock shares will be issued to Xxxxx Xxxxxxx at
no cost upon reaching the following objectives:
Receipt of the first $2.5 Million of orders/contracts not later than June
30, 2004 - 100,000 shares;
Receipt of the next $2.5 Million of orders/contracts not later than
October 31, 2004 - 200,000 shares; and
Receipt of the next $20 Million of orders/contracts not later than March
31, 2005 - 200,000 shares.
Exhibit II
Cash Contribution Schedule
Delta Mutual, Inc. Schedule of Cash Contributions:
On or Before Tuesday, January 2004 $ 50,000
On or Before February 5, 2004 $ 22,500
On or Before February 29, 2004 $ 27,500
On or Before March 31, 2004 $ 27,500
On or Before April 30, 2004 $ 27,500
On or Before May 31, 2004 $ 27,500
On or Before June 30, 2004 $ 27,500
On or Before July 31, 2004 $ 27,500
On or Before August 31, 2004 $ 27,500
On or Before September 30, 2004 $ 27,500
On or Before October 31, 2004 $ 27,500
On or Before November, 30, 2004 $ 27,500
On or Before December 31, 2004 $ 27,500
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Total Cash Contribution $375,000
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