Shoprider is a 50 - 50 partnership
between 393231, owned by RKGCM Holdings Ltd., 100%
owned by Mrs. Rani Gill and Ambassador Holdings Incorporated, owned by Mr.
Ken Harverson, Ms. Carel Moore, and Mrs.
Duramed is a private business owned
100% by Mr. Lamonte Frandsen
Shoprider agrees to
purchase all rights, privileges, and potential patents from Duramed with
regards to a bath lift developed by Duramed. See Schedule A.
Shoprider agrees to the purchase
and Duramed agrees to sell the bath-lift for a royalty payable
by Shoprider to Duramed in the amount of Five Percent of the cost of production
of each unit. The royalty is payable based on the number of commercially
produced units sold by Shoprider on a quarterly
basis after commercial production. Any commercially
sold units that are returned to Shoprider due to a design or engineering
defect will reduce the total royalty payment
paid quarterly by that amount of defective units.
Duramed agrees that the bath lift
is a prototype and is not a finished product and is currently
not ready for commercial production. Duramed agrees that it is estimated
that it will take an additional 6-12 months
of work to bring the bath lift to a finished product state
ready for commercial production.
Duramed agrees to provide complete
on going assistance to ensure that Shoprider is able
to bring the bath lift to commercial production within the stated period
of time mentioned in (E) above. After the
pre-production prototype is complete schedule B will be
completed which will outline the agreed upon duties of Duramed that will
ensure commercial production. The amount
that will be paid by Shoprider to Duramed for its services
is outlined in Schedule A.
agrees to provide Shoprider prior to the signing of this agreement all
names, phone numbers, and addresses of
all manufacturer's and suppliers and consultants utilized
by Duramed in the completion of the prototype bath lift. Duramed will
alsoprovide a list of any potential suppliers,
consultants and manufacturers that may be expected
to be utilized in the future.
agrees that all information with regards to this agreement is confidential
and all documents and information supplied
by Duramed to Shoprider is strictly confidential.
agrees that in the on going relationship Duramed will continue to provide
expertise to Shoprider about the development of new bath lifts and or
changes to this bath lift post commercialization
of this bath lift.
agrees that Shoprider will have the first right to purchase any bath lifts
currently or in the future developed by Duramed and/or Lamonte Frandson
and Shoprider will have the first right to purchase any other products
developed by Duramed and/or by Lamonte Frandson after January 01,2001
under the same purchase terms as outlined in this agreement but the terms
can be subject to re-negotiations if mutually
agreed upon by both parties.
agrees to provide all drawings, diagrams and parts lists for the bath
lift and for any product purchased by Shoprider from Duramed under this
agreement in the future. The documents become the property of Shoprider
upon execution of this agreement.
agrees if the patent search currently being performed by Shoprider is
not satisfactory to Shoprider that Duramed
will return all funds provided to date and Shoprider
will return the prototype to Duramed and this agreement will be voided.
A is a letter dated Nov. 06, 2000 in which Duramed agrees that no more
than Nine thousand dollars will be paid
to Duramed by Shoprider to manufacture a pre-production
prototype of the bath lift. Duramed ensures that a working prototype will
be ready for commercial production. If
Duramed fails to manufacture a working pre - production
prototype he will loose all rights to the bath lift.
Shoprider has currently entered an agreement to go public on the CDNX
market by way of a Reverse - Take-Over Offer
and the parties signing for Shoprider have the legal authority to enter
into this agreement.
ByDuramed and Lamonte Frandson
and Lamonte Frandson agree that they have the legal authority to sell
the rights of the bath lift and that
they have no liens against them or legal issues that
would affect the sale or ownership of the bath lift.
owned 100% by Lamonte Frandson owns all the rights, privelages of the
Duramed agrees that this agreement
will continue in effect in the event that
Shoprider chooses to assign the agreement and/or if Shoprider completes
theRTO offer discussed in 1.0(a) above.
This agreement is three pages in length and is hereby
executed by both parties on the 5th
day of January 2001, by:
Shoprider Canada Mobility Products
/s/ Ken Harveson
/s/ Carel Moore
/s/ Rani Gill
January 4, 2001
Harverson, Carel Moore, Rani Gill. and Grace Noren
Shoprider Canada Mobility Products
Lamonte Frandsen Duramed Designs
To take existing bath
lift prototype from Duramed Designs and effect modifications to produce
a preproduction prototype bath lift for testing and viability for production.
To employ my time and
resources at the Duramed Designs workshop and commission external
fabricators to manufacture lift components for this purpose.
Provide detailed diagrams
of valve, valve housing. and auto-stop components of bath lift
to be examined and considered for patent.
The effort on my part will be to
accomplish this task within a two month time period.
Redesign and fabricate scissors
frame to accommodate larger lifting bladders.
Resize and fabricate valve housing
Source and have fabricated new
lifting bladders with a higher weight lifting capacity.
Resize and fabricate base and
seat for new chassis.
Design backrest option for bath
Build test bed for load testing
Build environmental platform
(bath tub and water hook-up) for actual application and testing.
Duramed requires the advance of these funds needed
to proceed with this task within the proposed time frame.
Consultation fee for 2 months at 2500.00 per
Funds provided for commissioned
fabrications, materials, tools, and expenses.
(Estimated at $ 2000.00 per month maximum for possible adjustments
and re-fabrications.) Receipts provided
Work on this task will begin upon Shoprider and
Duramed signing the "Sale agreement" and with the transfer of funds to Duramed
for this purpose.