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EXHIBIT 10.1
JOINT VENTURE AGREEMENT
Joint Venture Agreement made the 25th day of February 1999 by and
between CITY PACIFIC INTERNATIONAL U.S.A., INC. ("CITY") , [a Nevada
corporation] and OMNETRIX INTERNATIONAL INC.("OMX"), [a Nevada corporation]
(individually the "Venturer" and collectively the "Joint Venturers").
In consideration of the mutual terms, conditions and covenants
hereinafter set forth, the Joint Venturers agree as follows:
1. The Joint Venturers hereby form a "Joint Venture", conducting business
under the name xXXX.XXX JV PARTNERS (ENET JV] at Los Angeles, California, for
the purposes of (1) promoting the marketing of retail telecommunication
services, (2) creating co-location business for telco carriers and ISP's, and
(3) acquisition of resources required to build a global network of telecom
connectivity.
2. The term of the Joint Venture shall be five years.
3. The Joint Venturers shall execute the necessary documents to register
the Joint Venture with the proper governmental offices in the County of Los
Angeles, State of California.
4. The Capital of the Joint Venture shall consist of contributions by the
joint Venture partners as set forth below:
a. CITY PACIFIC INTERNATIONAL U.S.A., INC. shall contribute assets
as set forth in Attachment A.; and
b. OMNETRIX INTERNATIONAL INC. shall contribute its contractual
rights and equipment and other assets as set forth in Attachment B;
5. The profits and losses of the Joint Venture shall be determined in
accordance with good accounting practices and shall be shared among the Joint
Venturers as set forth in Attachment C.
6. OMNETRIX INTERNATIONAL INC. and CITY PACIFIC INTERNATIONAL U.S.A., INC.
shall jointly appoint a Joint Venture Manager, OMX LLC, who shall have the sole
discretion, management and entire control of the conduct of the business of the
Joint Venture as the "Venture Manager."
7. As compensation for its services the Venture Manager shall be paid per
Schedule D during the duration of the Joint Venture and shall be reimbursed for
all reasonable expenses incurred in the performance of its duties as Venture
Manager.
8. Each Joint Venturer shall be bound by any action taken by the Venture
Manager in good faith under this Agreement. In no event shall any Joint Venturer
be called upon to pay any amount beyond the liability arising against him on
account of his capital contribution.
9. The Venture Manger shall not be liable for any error in judgment or any
mistake of law or fact or any act done in good faith in the exercise of the
power and authority as Venture Manager but shall be liable for gross negligence
or willful default.
10. The relationship between the Joint Venturers shall be limited to the
performance of the terms and conditions of this Agreement. Nothing herein shall
be construed to create a general partnership between the Joint Venturers, or to
authorize any Venturer to act as a general agent for another, or to permit any
Venturer to bind another other than as set forth in this Agreement, or to borrow
money on behalf of another Venturer, or to use the credit of any Venturer for
any purpose.
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11. Neither this Agreement nor any interest in the Joint Venture may be
assigned, pledged, transferred or hypothecated without the prior written consent
of the Joint Venturers hereto.
12. This Agreement shall be governed by and interpreted under the laws of
the State of Nevada. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association in
the City of Las Vegas, State of Nevada, and judgment upon the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction thereof.
13. Any and all notices to be given pursuant to or under this Agreement
shall be sent to the party to whom the notice is addressed at the address of the
Venturer maintained by the Joint Venture and shall be sent Certified Mail,
Return Receipt Requested.
14. This Agreement constitutes the entire agreement between the Joint
Venturers pertaining to the subject matter contained in it, and supersedes all
prior and contemporaneous agreements, representations, warranties and
understandings of the parties. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by all the parties hereto.
No waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether similar or not similar, nor
shall any waiver constitute a continuing waiver. No waiver shall be binding
unless in writing signed by the party malting the waiver.
The parties hereto, intending to be bound, have signed this Agreement as
of the date and year first above written.
CITY CORPORATION
BY /s/ E.G. MARCHI
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E.G. Marchi, President
OMNETRIX INTERNATIONAL INC.
BY /s/ XXXXXXX XXX XXXXX
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Xxxxxxx Xxx Xxxxx, President
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ATTACHMENT A
Contribution of Omnetrix to the name xXXX.XXX JV PARTNERS (ENET JV):
1. The business of Omnetrix related to the high end debit card production
and sale of 500 minute cards designed for the corporation market.
2. Omnetrix rights to conduct a co-location business at 0000 X. Xxxxxxx
Xxxxxx, Xxxxx X0-000, Xxx Xxxxxxx, Xxxxxxxxxx.
3. Omnetrix rights to customer databases and marketing expertise and
licensing required for conducting long distance business on a contract
by contract basis.
ATTACHMENT B
Contribution of City Pacific to the name xXXX.XXX JV PARTNERS (ENET JV):
1. Funds to costs of printing and web marketing for production and sale of
the high end debit cards referred to in Attachment A.
2. Funds to cover co-location lease and equipment costs incidental to the
business conducted at 0000 X. Xxxxxxx Xxxxxx, Xxxxx X0-000, Xxx
Xxxxxxx, Xxxxxxxxxx.
3. Provide funding and financial enhancement and guarantees required to
create business in carrying global voice and data long distance
telecommunications traffic.
ATTACHMENT C
Omnetrix and City Pacific as joint venture partners shall share equally in the
net profits, as determined after payments are made as required to the Joint
Venture Manager, of the business conducted under the joint venture.
SCHEDULE D
The joint venture manager, OMX LLC, shall be compensated at the rate of 50% of
the net profit derived from conducting the business of the joint venture, after
computing all applicable expenses of operation; but in no instance shall such
compensation be less than $2500.00 per month.
