THIS AGREEMENT made this 2nd day of January, 2003,
BETWEEN:
Winmark Enterprises Inc.,
a corporation incorporated under the laws of the
State of Nevada
Hereinafter called the "Debtor"
OF THE FIRST PART;
- and -
Express Enterprises Ltd.
a corporation incorporated under the laws of the
Country of Nevis,
Hereinafter called the "Lender"
OF THE SECOND PART.
WHEREAS the Lender and Debtor have agreed to a credit facility that allows
the Debtor to drawn upon the facility to a maximum amount of $100,000.
AND WHEREAS the loan shall be payable upon demand, be unsecured and
non-interest bearing;
NOW THIS AGREEMENT WITNESSETH that in consideration of the credit facility
being granted and the promise of the Debtor to repay the loan in the amount of
monies advanced pursuant to the facility, the parties hereby covenant and agree
as follows:
1. AMOUNT AND ADVANCEMENT
1.1 The Lender shall make available to the Debtor a line of credit in the
amount of $100,000 USD for use in its business;
1.2 The Debtor may drawn upon this line of credit from time to time as it
sees fit and after giving notice for the advancement of funds;
1.3 The Debtor shall give the Lender seven (7) days notice of its request
for the advancement of the funds;
1.4 The Lender shall advance the requested funds to the Debtor upon
receipt of the notice requesting the advancement of funds within seven
(7) days.
2.0 NATURE OF THE CREDIT FACILITY
2.1 This credit facility shall be in the nature of a demand loan, payable
by the Debtor to the Lender thirty (30) days after the Leader demands
payment of the amounts advanced pursuant to this agreement;
2.2 The said demand shall be in writing and addressed to the Debtor at its
address indicated in this agreement;
2.3 This credit facility shall bear no interest and shall have no security
issued or taken against the amounts advanced.
3.0 NOTICE
3.1 All correspondence and notices to the Debtor shall be delivered to:
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3.2 All correspondence and notices to the Lender shall be delivered to:
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P.O. Box
Basseterre, St. Kitts
St. Kitts and Nevis
West Indies
5.1 JURISDICTION
5.1 This agreement shall be governed by the laws of Nevis and each party
shall attorn to that countries jurisdiction and courts to resolve all
disputes;
4.1 All actions and proceedings and their defence shall be commenced in
Nevis, West Indies.
5.0 TIME
5.1 Time shall be of the essence.
6.0 CORPORATE ACTION
6.1 The parties hereto agree and acknowledge that they have taken all
corporate action necessary to have this agreement properly executed by
the corporation and represent that it is binding on the corporation.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals by
the positive act of their officers.
(Seal) Winmark Enterprises Inc.
Per:
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President and Director
(Seal) Express Enterprises Ltd.
Per:
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President and Director
