ENGAGEMENT AGREEMENT
This agreement made and entered into the 24th day of October, 1997, by and
between Alpha Tech Stock Transfer, hereinafter referred to as Agent and
AMERICAN CUSTOM COMPONENTS whose address is ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ hereinafter referred to as the Company.
WHEREFORE:
1. Agent shall be and is hereby appointed Transfer Agent and Registrar for
the securities of the Company.
2. An authorized officer of the Company shall file the following with
Agent before Agent commences to act as Transfer Agent: (Please note
that space is provided within this document for much of this
information)
a. A copy of the Articles of Incorporation of the Company and
all amendments thereto, and a copy of the Certificate of
Incorporation as issued by the State of Incorporation.
b. A copy of the by-laws of the Company incorporating all
amendments thereto.
c. Specimens of all forms of outstanding certificates for
securities of' the Company, in the forms approved by the
Board of Directors.
d. A list of all outstanding securities, together with a
statement that future transfers may be made without
restriction on all securities, except as to securities
subject to a restriction noted on the face of said securities
and in the corporate stock records.
c. A list of all shareholders deemed to be considered "insiders"
or "control persons" as defined in the Securities Act of 1933
and 1934 and other acts of Congress and rules and regulations
of the United States Securities and Exchange Commission when
applicable.
f The names and specimen signatures of all officers who are and
have been authorized to sign certificates for securities on
behalf of the Company and the names and addresses of any
other Transfer Agents or Registrars of the securities of the
Company.
g. A copy of the resolution of the Board of Directors of the
Company authorizing the execution of this Agreement and
approving the terms and conditions herein.
h. An official statement from the Company Secretary as to the
authorized and outstanding securities of the Company. its
address to which notices maybe sent, the names and specimen
signatures of the Company's officers who are authorized to
sign instructions or requests to the Transfer Agent on behalf
of this Company, and the name and address of legal counsel to
this Company.
i. In the event of any future amendment or change in respect of
any of the foregoing, prompt written notification of such
change, together with copies of all relevant resolutions,
instruments, proxies or other documents, specimen signatures,
certificates, opinions or the like as the Transfer Agent may
deem necessary or appropriate.
3. Agent, as Transfer Agent, shall make original issues of securities
upon the written request of the Company and upon being furnished with
a copy of a resolution of the Board of Directors of the Company
authorizing such issue certified by the Corporate Secretary.
4. The Company hereby authorizes Agent to purchase from time to time,
certificates as may be needed by it to perform regular transfer
duties; not to exceed 5,000 without prior written approval of the
Company, which such costs being paid in advance by the Company. Such
certificates shall be signed manually or by facsimile signatures of
officers of the Company authorized by law or by the by-laws of the
Company to sign certificates and if required, shall bear the
corporate seal of the Company or a facsimile thereof.
5. Transfer of securities shall be made and effected by Agent and shall
be registered and new certificates issued upon surrender of the old
certificates, in form deemed by Agent properly endorsed for transfer,
with all necessary endorser's signatures guaranteed in such a manner
and form as Agent requires by a guarantor reasonably believed by
Agent to be responsible accompanied by such assurances as Agent shall
deem necessary or appropriate to evidence the genuineness and
effectiveness of such necessary endorsement, and satisfactory
evidence of compliance with all applicable laws relating to
collection of taxes, if any. That all transfer of securities and
issuance and certificates shall be at a fee chargeable by Alpha Tech,
at its discretion. Such fee is to be paid by such person, persons,
firms or corporations requesting such transfer.
6. In registering transfers, Agent may rely upon the Uniform Commercial
Code or any other statute which in the opinion of Counsel protects
Agent and the Company in not requiring complete documentation in
registering transfer without inquiry into adverse claims, in delaying
registration for purposes of such inquiry, or in refining
registration wherein its judgement and adverse claims require such
refusal. The company agrees to hold Agent harmless from any liability
resulting from instructions issued by the Company.
7. When mail is used for delivery of certificates, Agent shall forward
certificates in "non-negotiable" form by first class, registered or
certified mail.
8. Agent, as Transfer Agent, may issue new certificates in place of
certificates represented to have been lost, destroyed, or stolen,
upon receiving indemnity satisfactory to Agent, and may issue new
certificates in exchange for, and upon surrender of mutilated
certificates.
9. In case of any request of demand for the inspection of the records of
the Company held by Agent, Agent shall endeavor to notify the Company
and secure instructions as to permitting or refusing such inspection.
However, Agent may exhibit such records to any person in any case
where it is advised by its counsel that it may be held liable for
failure to do so
10. In case any officer of the Company who shall have signed manually or
whose facsimile signature shall have been affixed to blank
certificates shall die, resign, or be removed prior to the issuance
of such certificates, Agent may issue and register such certificates
as the certificates of the Company notwithstanding such death,
resignation, or removal; and the Company shall file promptly with
Agent such approval, adoption, or ratification as may be required by
law.
11. Agent shall maintain customary records in connection with its agency,
all of which shall be available for inspection by the Company at all
reasonable times.
12. Agent is authorized by the Company to use its own judgement in
matters affecting its duties as Transfer Agent, and in its discretion
may apply to and act upon instructions of its own counsel or of the
counsel of the Company in respect to any questions arising in
connection with such agency, all legal fees are to be at the expense
of the Company and Agent is hereby relieved of any responsibility to
the Company and is indemnified by the Company as to any
responsibility to third persons, for action taken in accordance with
advice of such counsel or its own judgement, remaining liable only
for its own willful default or misconduct.
13. Agent shall be indemnified by the Company for any acts of Agent based
upon:
a. Any paper or document reasonably believed by it to be genuine
and to have been signed by the proper person or persons; and
b. Its recognition of certificates which it reasonable believes
to bear the proper manual or facsimile signatures of the
officers of the Company and the proper counter-signature of
the Transfer Agent.
14. Company shall notice Agent of any change of authority of any officer,
employee or agent of the Company and any change in name, address,
phone and fax number, CUSIP number, authorized shares, stock splits
or any other material change in the Company. Agent shall not be held
to have notice of any such changes until receipt of written
notification thereof from the Company.
15. So long as Agent has acted in good faith and with due diligence and
without negligence, the Company shall assume full responsibility and
shall indemnify Agent and save it harmless from and again losses,
damages, costs, charges, counsel fees, payments, expenses and
liabilities arising directly or indirectly out of agency relationship
to the Company. Agent shall not be under any obligation to prosecute
any action or suit in respect of such agency relationship which, in
opinion of counsel, may involve it in expense or liability, unless
the Company shall, so often as reasonably requested, furnish Agent
with satisfactory indemnity against such expense or liability. Agent
shall be without liability to the Company, and is hereby indemnified
from any liability to third persons, from Alpha Tech's refusal to
perform any act in connection with this agency, wherein reliance upon
opinion of its counsel, Alpha Tech in good faith believes that such
act may subject it or its officers or employees to criminal liability
or injunctive sanctions under any law or any state or of the United
States, an in particular, under the Securities Acts of 1933 and 1934.
16. The Company may remove Agent as Transfer Agent at any time by giving
a 30 day written notice in the form of a resolution from the Board of
Directors calling for such removal (a copy of resolution shall be
furnished to Agent) and upon the payment of any and all reasonable
charges owing to Agent including all outstanding charges for services
and a termination fee as described below. Agent may resign as
Transfer Agent at any time giving written notice of such resignation
to the Company at its last known address, and thereupon its duties as
Transfer Agent shall cease. in the event the Agent resign's, the
termination fee is waived, but said resignation in no way relieves
the Company of its outstanding fees for services.
17. Termination fee equals to Five Dollars ($5.00) per certificate
outstanding at the time of termination. In the event that termination
is less than 30 days notice, the termination fee is treble.
18. This agreement may not be assigned by Agent without the express
written consent of the Company.
19. Agent may, at its sole discretion, pay a finders fee to any person,
persons or entity for referring the company to Agent. Any finders fee
agreement entered into by Agent, which is directly related to this
agreement between Agent and the company, will be made available to
the company for inspection upon written request.
20. Agent may increase its rates and fees as it deems necessary and
reasonable, without notification to client.
21. The Company was charted under the laws of the State of Nevada by
Certificate of Incorporation filed in the office of the
__________________ on the ________ day of _________, 19___. The
Company will supply a copy of its state charter.
22. The total number of each class of securities which the Company is now
authorized to issue and the number thereof now issued and outstanding
is
a. Class: Common Stock
b. Par Value: __________________________
c. Authorized:__________________________
d. Issued and Outstanding: 10,000,000
23. The duly elected and qualified officers and directors of this
Corporation, all owners of more than 5% of the Company's outstanding
stock ("principal shareholders") and all affiliates, as defined in
SEC Rule 144(a)(1).
Title CEO Title President
Name, Address and Phone: Name, Address and Phone:
▇▇▇▇ Lundeguaard ▇▇▇▇ Walk
177 Promonotory West ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇.▇., ▇▇ ▇.▇., ▇▇
Signature (Required only for officers Signature (Required only for officers
and directors) and directors)
/s/ ▇▇▇▇ Lundeguaard /s/ ▇▇▇▇ Walk
--------------------------- ------------------------------
--------------------------------------------------------------------------------
Title Vice President, Director Title ________________________
Name, Address and Phone: Name, Address and Phone:
▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇) ________________________
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ________________________
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ________________________
Signature (Required only for officers Signature (Required only for officers
and directors) and directors)
/s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------- -----------------------------
--------------------------------------------------------------------------------
Title Executive VP New Development Title ________________________
President
Name, Address and Phone: Name, Address and Phone:
▇▇▇▇ ▇▇▇▇▇ ___________________________
▇▇▇ ▇/▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ___________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ___________________________
Signature (Required only for officers Signature (Required only for officers
and directors) and directors)
/s/ ▇▇▇▇ ▇▇▇▇▇
-------------------------- -----------------------------
23. The duly elected and qualified officers and directors of this
Corporation, all owners of more than 5% of the Company's outstanding
stock ("principal shareholders") and all affiliates, as defined in
SEC Rule 144(a)(1).
Title Account Manager Title ________________________
Name, Address and Phone: Name, Address and Phone:
▇▇▇▇▇ ▇▇▇▇▇ __________________________
651 Springbrock No. __________________________
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ __________________________
Signature (Required only for officers Signature (Required only for officers
and directors) and directors)
/s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------- ---------------------------------
--------------------------------------------------------------------------------
Title Account Manager Title ________________________
Name, Address and Phone: Name, Address and Phone:
__________________________ ________________________
__________________________ ________________________
__________________________ ________________________
Signature (Required only for officers Signature (Required only for officers
and directors) and directors)
--------------------------- -----------------------------
--------------------------------------------------------------------------------
Title Account Manager Title ________________________
Name, Address and Phone: Name, Address and Phone:
__________________________ ________________________
__________________________ ________________________
__________________________ ________________________
Signature (Required only for officers Signature (Required only for officers
and directors) and directors)
--------------------------- -----------------------------
--------------------------------------------------------------------------------
24. The CUSIP number and trading Symbol for the Company is:
CUSIP ▇▇▇▇▇▇▇▇▇ Symbol ACCM
25. The Date and Ratio of all past forward and reverse splits are:
Date ____/____/____ Ratio ____ for _____ Split (F)___ (R)___
Date ____/____/____ Ratio ____ for _____ Split (F)___ (R)___
Date ____/____/____ Ratio ____ for _____ Split (F)___ (R)___
Date ____/____/____ Ratio ____ for _____ Split (F)___ (R)___
26. That the name, address, phone number and fax number of Counsel to the
Company is:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ESQ.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
27. The mailing address of the Company to which all written
communications are to be sent is:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
28. The phone number(s) and fax number(s) of the Company are:
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
29. That the names and addresses of all past and present Transfer Agents
(other than Agent) are:
None
Agreed and entered into the day and year first written above.
Company: AMERICAN CUSTOM COMPONENTS Alpha Tech Stock Transfer
By: ▇▇▇▇▇▇ ▇. WALK By: __________________________
President ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Transfer Agent and Trustee
EXHIBIT A
AMERICAN CUSTOM COMPONENTS
-----------------------------
(Company)
INCUMBENCY CERTIFICATE
I, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Secretary of American Custom Components (the "Company"), a
(State) Corporation, do hereby certify that the persons named below are the duly
elected, qualified and acting incumbents of the Company's offices and Board of
Directors as set opposite their names:
NAME POSITION
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Board Chairman
▇▇▇▇▇▇ ▇. WALK President, Director
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Secretary
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Treasurer
▇▇▇▇ ▇▇▇▇▇ Vice President, Director
▇▇▇▇ ▇▇▇▇▇ Director
▇▇▇▇ ▇▇▇▇▇▇ Director
Director
Director
Director
Director
Director
Director
Executed in (city, state) Anaheim, CA on this 24th day of October, 1997.
AMERICAN CUSTOM COMPONENTS
-------------------------------
Company
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Secretary
EXHIBIT B
SIGNATURE FORM FOR
COMPANY PRESIDENT
Date October 24, 1997
Company AMERICAN CUSTOM COMPONENTS
Name of Signatory ▇▇▇▇▇▇ ▇. WALK
(Please Print name exactly as person signs)
A specimen of your signature is required to reproduce in facsimile form for the
stock certificates. Please affix your signature, USING BLACK INK, in the three
windows below.
[graphic of signatures here} [ 1 ]
[graphic of signatures here} [ 3 ]
[graphic of signatures here} [ 2 ]
NOTE: Please show your order of preference by numbering 1, 2, and 3 in the boxes
on the right of your signature.
EXHIBIT C
SIGNATURE FORM FOR
COMPANY SECRETARY
Date October 24, 1997
Company AMERICAN CUSTOM COMPONENTS
Name of Signatory ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
(Please Print name exactly as person signs)
A specimen of your signature is required to reproduce in facsimile form for the
stock certificates. Please affix your signature, USING BLACK INK, in the three
windows below.
[graphic of signatures here} [ 3 ]
[graphic of signatures here} [ 1 ]
[graphic of signatures here} [ 2 ]
NOTE: Please show your order of preference by numbering 1, 2, and 3 in the boxes
on the right of your signature.
