EXHIBIT 10.2
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PAYMENT AGREEMENT
THIS AGREEMENT dated October 20, 2004 is between XXXXXX.XXX, INC., a corporation
organized under laws of the State of Delaware, whose address is 000 XX Xxxxxxx
00, Xxxxx Xxxxxxxxxx, XX 00000, (hereinafter referred to as the "Company"); and,
SUMMIT TRADING LIMITED, an international business corporation, organized under
the laws of the Bahamas with its principal office at Charlotte House, Charlotte
Street, Nassau, Bahamas, as the Financing Agent (hereinafter referred to as
"STC");
WHEREAS, STC is in the business of assisting public companies in
funding financial advisory, strategic business planning, and investor and public
relations services; and
WHEREAS, the Company has retained Investor Relations Services, Inc., a
Delaware corporation ("Consultant") to provide and execute plans for such
services (the "Plan") by way of a consulting agreement ("Consulting Agreement");
and
WHEREAS, the Company desires to retain STC to finance the services and
expenses of Consultant under the Consulting Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. DUTIES AND INVOLVEMENT.
STC, in return for the compensation hereinafter described, has agreed
to pay the Company's obligations to the Consultant for fees, costs and expenses
under the Consulting Agreement.
2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF STC
STC represents, warrants and agrees as follows:
2.1 Organization.
STC is duly organized, validly existing and in good standing under the
laws of the Bahamas.
2.2 Authorization.
STC has full power, legal capacity and authority to enter into this
Agreement, and to perform all of its obligations hereunder. This Agreement has
been effectively authorized by all necessary action, corporate or otherwise, on
the part of STC, which authorizations remain in full force and effect, has been
duly executed and delivered by STC, and no other corporate
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proceedings on the part of STC are required to authorize this Agreement. This
Agreement constitutes the legal, valid and binding obligation of STC and is
enforceable with respect to STC in accordance with its terms, except as
enforcement hereof may be limited by bankruptcy, insolvency, reorganization,
priority or other laws of court decisions relating to or affecting generally the
enforcements of creditors' rights or affecting generally the availability of
equitable remedies. Neither the execution and delivery of this Agreement, nor
the financing contemplated hereby, or compliance with any of the provisions
hereof, will violate any judgment, order, injunction, decree, statute, rule
applicable to STC. No authorization, consent or approval of any public body of
authority or any third party is necessary for STC to perform the services
contemplated by this Agreement.
2.3 No Pending Material Litigation or Proceedings.
There are no actions, suits or proceedings pending or, to the best of
STC's knowledge, threatened against or affecting STC at law or in equity or
before or by any federal, state, municipal or other governmental department,
commission, court, board, bureau, agency or instrumentality, domestic or
foreign, or affecting any of the officers or directors or principal stockholders
of STC in connection with the business, operations or affairs of STC, which
might result in any adverse change in the business of STC, or which might
prevent STC from financing the Plan contemplated by this Agreement.
2.4 Compliance with Law and Government Regulations.
STC is in compliance, and during the term of this Agreement and the
Consulting Agreement will be in compliance, with all applicable statutes,
regulations, decrees, orders, restrictions, guidelines and standards, whether
mandatory or voluntary, imposed by the United States of America, any state,
county, municipality or agency of any thereof, and any foreign country or
government to which STC is subject. Without limiting the generality of the
foregoing, STC's funding of the Plan under this Agreement does not and will not:
(a) involve effecting transactions in any security, or inducing, attempting to
induce the purchase or sale of any security which would require STC or its
officers or employees to register under the Securities Exchange Act of 1934, as
amended; (b) activities which would require STC or its agents to register under
the Investment Advisors Act of 1940, as amended; or (c) activities which would
under any applicable law or regulation relating to broker-dealers or investment
advisors require registration or licensing.
2.5 Certain Business Practices. No officer, director, shareholder,
employee, agent or other representative of STC, or any person acting on behalf
of STC, has or will directly or indirectly, given or agreed to give or give any
illegal, unethical or improper gift or similar benefit to any broker, dealer,
governmental employee or other person who is or may be in a position to help or
hinder STC or influence the price of a security.
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2.6 Authorizing Release of Information. Neither STC, nor any officer,
director, employee or agent of STC will issue a press release or other
information concerning the Company which has not been approved in advance by a
senior executive having the authority to do so.
2.7 Securities Matters. STC hereby represents, warrants and covenants
to the Company, as follows:
(a) STC understands that the shares of Company common stock issued or
issuable under this Agreement (the "Shares") have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities act in reliance on exemptions therefrom.
(b) The Shares are being acquired solely for STC's own account, for
investment and are not being acquired with a view to or for the resale,
distribution, subdivision or fractionalization thereof, STC has no present plans
to enter into any such contract, undertaking, agreement or arrangement and STC
further understands that the Shares, may only be resold pursuant to a
registration statement under the Securities Act, or pursuant to some other
available exemption;
(c) STC is an "accredited investor" as that term is defined in
Regulation D or not a "U.S. persong as that term is defined in Regualation S
each underthe Securities Act and through its officers and directors has
sufficient knowledge and experience in financial and business matters to be
capable of evaluating the merits and the risks of its investment in the Shares
and is able to bear the economic risk of its investment in the Shares;
(d) STC acknowledges, in connection with the purchase of the Shares,
that no representation has been made by representatives of the Company regarding
its business, assets or prospects other than that set forth herein and that it
is relying upon the information set forth in the filings made by the Company
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended.
(e) STC agrees that the certificate or certificates representing the
Shares will be inscribed with substantially the following legend in addition to
any other contractual or regulatory legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THESE SECURITIES UNDER THE SECURITIES ACT
OF 1933 OR AN OPINION OF ISSUER'S COUNSEL THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT."
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2A. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY
The Company represents, warrants and agrees as follows:
2A.1 Organization.
The Company is duly organized, validly existing and in good standing
under the laws of Delaware.
2A.2 Authorization.
The Company has full power, legal capacity and authority to enter into
this Agreement, and to perform all of its obligations hereunder. This Agreement
has been effectively authorized by all necessary action, corporate or otherwise,
on the part of the Company, which authorizations remain in full force and
effect, has been duly executed and delivered by the Company, and no other
corporate proceedings on the part of the Company are required to authorize this
Agreement. This Agreement constitutes the legal, valid and binding obligation of
the Company and is enforceable with respect to the Company in accordance with
its terms, except as enforcement hereof may be limited by bankruptcy,
insolvency, reorganization, priority or other laws of court decisions relating
to or affecting generally the enforcements of creditors' rights or affecting
generally the availability of equitable remedies. Neither the execution and
delivery of this Agreement, nor the issuance of the shares, or compliance with
any of the provisions hereof, will violate any judgment, order, injunction,
decree, statute, rule applicable to the Company. No authorization, consent or
approval of any public body of authority or any third party is necessary for the
Company to perform the services contemplated by this Agreement.
2A.3 No Pending Material Litigation or Proceedings.
There are no actions, suits or proceedings pending or, to the best of
the Company's knowledge, threatened against or affecting the Company at law or
in equity or before or by any federal, state, municipal or other governmental
department, commission, court, board, bureau, agency or instrumentality,
domestic or foreign, or affecting any of the officers or directors or principal
stockholders of the Company in connection with the business, operations or
affairs of the Company, which might result in any adverse change in the business
of the Company, except as disclosed in the Company's periodic reports filed with
the SEC.
2A.4 Certain Business Practices. No officer, director, shareholder,
employee, agent or other representative of the Company, or any person acting on
behalf of the Company, has or will directly or indirectly, given or agreed to
give or give any illegal, unethical or improper gift or similar benefit to any
broker, dealer, governmental employee or other person who is or may be in a
position to help or hinder the Company or influence the price of a security.
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3. RELATIONSHIP AMONG THE PARTIES.
STC acknowledges that it is not an officer, director or agent of the
Company, it is not, and will not, be responsible for any management decisions on
behalf of the Company, and may not commit the Company to any action. The Company
represents that the STC does not have, through stock ownership or otherwise, the
power to control the Company, nor to exercise any dominating influences over its
management.
STC understands and acknowledges that this Agreement shall not create
or imply any agency relationship among the parties, and STC will not commit the
Company in any manner except when a commitment has been specifically authorized
in writing by the Company.
The Company acknowledges that neither the services of Consultant
contemplated by the Consulting Agreement nor the financing activities of STC
under this Agreement include investment advice or stock brokerage.
4. EFFECTIVE DATE, TERM AND TERMINATION.
This Agreement will be effective as of October 20, 2004. Upon execution
and delivery of the compensation to STC set forth in Section 5, below, the
obligations of STC to pay all fees costs and expenses of the Consultant under
the Consulting Agreement and the Plan and its indemnification set forth in
Section 11 of this Agreement are unconditional and absolute and will survive any
expiration or termination of the Consulting Agreement or this Agreement or any
cancellation of shares under Section 5.2.
5. COMPENSATION.
5.1 Consideration. As total and complete consideration for STC
arranging payment of the fees, expenses and costs of the Consultant and fees and
expenses of the public and investor relations campaign developed and executed by
the Consultant the under the Plan, Company agrees to issue to STC 1,150,000
shares of its common stock (the "Shares").
5.2 Cancellation of Shares. All of the Shares issued to STC shall be
subject to cancellation and forfeiture upon the occurrence of the following
events:
(a) in the event the Company terminates the Consulting
Agreement because of a material breach of a representation, warranty of the
Consultant with contained in Section 2 of the Consulting Agreement or there is a
material breach of a representation, warranty or agreement made by STS in
Section 2 (each for "Cause") of this Agreement, all the Shares shall be
forfeited and cancelled, provided Cause shall constitute a basis for
cancellation of the Shares except in the event:
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(i) STC, the Consultant or any of their principal
officers, directors or shareholders are convicted of a felony;
or
(ii) the Company provides STC and Consultant with a
notice of a material breach with reasonable specificity and if
either the Consultant or STC, within ten (10) calendar days of
such notice, notifies the Company that either it does not
agree that a material breach has occurred or such breach has
been cured and has not and will not with the passage of time
have a material adverse effect on the Company or the market
for its securities, then the issue of whether the Company has
Cause shall be submitted to arbitration. Pending the
determination of such arbitration, the Shares will neither be
transferred by STC nor cancelled by the Company.
(b) In the event the Consulting Agreement is terminated by
either party without Cause after six months, there shall be a number of Shares
forfeited and cancelled calculated by dividing the number of days then remaining
of the Term of the Consulting Agreement at the effective date of its termination
by 365 and multiplying the fraction thus obtained by the number of Shares
initially issued to STC under this Agreement.
(c) Until the Shares are no longer subject to cancellation in
accordance with the provisions of Section 5.2(a) or (b) of this Agreement, each
certificate representing the Shares shall bear the following restrictive legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CANCELLATION BY
THE COMPANY PURSUANT TO THE PROVISIONS OF THE FINANCING AGREEMENT BETWEEN THE
COMPANY AND THE REGISTERED HOLDER OF THE SECURITIES (OR HIS OR HER PREDECESSOR
IN INTEREST). SUCH AGREEMENT GRANTS CERTAIN RIGHTS TO THE COMPANY TO CANCEL SOME
OR ALL OF THE SECURITIES UNTIL OCTOBER 19, 2005. A COPY OF SUCH AGREEMENT IS ON
FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."
(d) If the Company shall notify STC that it has cancelled the
Consulting Agreement in accordance with provisions of this Agreement, then from
and after such time, STC or its assigns or successors shall no longer have any
rights as a holder of such cancelled Shares, and such Shares shall be deemed
cancelled, whether or not the certificates therefor have been delivered to the
Company or its transfer agent.
(e) STC hereby agrees to take additional action and execute
whatever additional documents the Company may in its judgment deem necessary or
advisable to carry out or effect one or more of the obligations or restrictions
imposed on either STC or the Shares pursuant to the express provisions of this
Agreement.
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(f) Notwithstanding that the Shares are subject to
cancellation, for purposes of Rule 144 under the Securities Act, the Shares
shall be deemed earned upon the signing of this agreement and shall be issued
immediately and shall be delivered to STC upon the execution of this agreement
with the time for delivery not to exceed ten days.
(g) Upon delivery of the Shares to STC, STC will arrange for
payment on behalf of the Company to the Consultant and any third party for the
services, fees and expenses to be provided under the Consulting Agreement and
Plan, and hereby indemnifies and agrees to hold the Company harmless from all
claims on the part of the Consultant or any person retained by the Company for
which the Consultant is obligated to bear fees, costs and expenses under the
Consulting Agreement. The Company shall have no other obligation to the
Consultant for payment or reimbursement.
6. ADDITIONAL REPRESENTATION.
6.1 STC acknowledges that the acquisition of the securities to be
issued to STC involves a high degree of risk. STC represents that it and its
advisors have been afforded the opportunity to discuss the Company with its
management.
6.2 STC represents that neither it nor its officers, directors, or
employees is not subject to any disciplinary action by either the National
Association of Securities Dealers or the Securities and Exchange Commission by
virtue of any violations of their rules and regulations and that to the best of
its knowledge neither is its affiliates nor subcontractors subject to any such
disciplinary action.
6.3 If required by United States law or regulation, STC will take
necessary steps to prepare and file any necessary forms to report the transfer
of the shares of stock from Company to STC, including, if required, form 13(d).
7. REMOVAL OF LEGENDS AND LIQUIDATED DAMAGES.
The Company hereby acknowledges that time is of the essence with
respect to removal of the 144 restrictive legend from certificates representing
the Shares, and that in the event the legend is not removed thirty (30) days
after written demand made one year from issuance date and STC has satisfied all
conditions of Rule 144 under the Securities Act, the Company agrees to issue
either an additional number of shares equal to ten percent (10%) of the total
number of Shares initially issued under this Agreement and not forfieted for
each additional thirty (30) day delay. In the event of a delay of less than a
full thirty (30) day period, STC shall be entitled to a pro-rata allocation of
additional shares.
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8. ANTI-DILUTION.
The number and kind of securities paid as compensation shall be subject
to adjustment during the term of this Agreement and for three (3) months
thereafter as follows:
8.1 In case Company shall (i) pay a dividend or make a distribution on
the outstanding Common Shares payable in Common Shares, (ii) subdivide the
outstanding Common Shares into a greater number of share, (iii) combine the
outstanding Common Shares into a lesser number of shares, so that the price of
common stock of the Company decreases by more than 25% in value at any time
during a three (3) month period immediately following said combination (iv)
issue by reclassification of the Common Shares any Common Shares, STC shall
thereafter be entitled to receive the number and kind of shares which, if
payment had been made immediately prior to the happening of such event, STC
would have owned upon such payment and been entitled to receive upon such
dividend, distribution, subdivision, combination, or reclassification. Such
adjustment shall become effective on the day next following (x) the record date
of such dividend or distribution or (y) the day upon which such subdivision,
combination, or reclassification shall become effective.
8.2 In case Company shall consolidate or merge into or with another
corporation, or in case the Corporation shall sell or convey to any other person
or persons all or substantially all of the property of Corporation, STC shall
thereafter be entitled, upon exercise, to receive the kind and amount of shares,
other securities, cash and property receivable upon such consolidation, merger,
sale, or conveyance by a holder of the number of Common Shares which might have
been due immediately prior to such consolidation, merger, sale, or conveyance,
and shall have no other conversion rights. In any such event, effective
provision shall be made, in the certificate or articles of incorporation of the
resulting or surviving corporation, in any contracts of sale and conveyance, or
otherwise so that, so far as appropriate and as nearly as reasonably may be, the
provisions set forth herein for the protection of the rights of STC shall
thereafter be made applicable.
8.3 In the event that at any time, as a result of an adjustment made
pursuant to this Section 8, STC shall become entitled to receive cash, property,
or securities other than Shares, then references to Shares in this Section 8
shall be deemed to apply, so far as appropriate and as nearly as may be, to such
cash, property, or other securities, provided that all such shares, cash,
property or other securities shall be subject to forfeiture under Section 5.2(a)
and (b).
8.4 Upon any adjustment, then and in each such case, the Company shall
give written notice thereof, by first class mail, postage prepaid, addressed to
STC as shown on the Corporation's books, which notice shall state such
adjustment and the increase or decrease, if any, in the number of Shares,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.
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9. CONFIDENTIAL INFORMATION.
9.1 For purposes of this Agreement, the term "Confidential Information"
shall mean non-public information that the Company designates as being
confidential or which, under the circumstances surrounding disclosure,
reasonably ought to be treated as confidential. Confidential Information
disclosed to a party by any employee, agent, representative, or affiliate of the
other party is covered by this Agreement.
9.2 Confidential Information shall not include any information that:
(i) is or subsequently becomes publicly available without a breach of any
obligation of confidentiality owed to a party under this Agreement or by any
third party; (ii) was already known to a party before the other party's
disclosure of such information; (iii) became known to a party from a source
other than the other party and other than by a breach of an obligation of
confidentiality owed to the party by such source; or (iv) is independently
developed by a party.
9.3 STC shall not disclose any Confidential Information to third
parties for at least five (5) years following the date of its disclosure to STC.
Provided, however, that STC may disclose Confidential Information to its
professional advisors on a need-to-know basis if such advisors have agreed to
keep such information confidential in the same or a substantially similar manner
as provided for in this Agreement. STC shall not use any Confidential
Information except as expressly permitted by, or as required to achieve the
purposes of, this Agreement.
9.4 Notwithstanding anything contained in Section 8.3 to the contrary,
a party may disclose Confidential Information in accordance with a judicial or
other governmental order or as may be required by statute. Provided, however,
that a party so disclosing Confidential Information (the "Disclosing Party")
shall give the other party (the "Protected Party") as much advance notice as
reasonably possible of any such disclosure so that the Protected Party may seek
a protective order or other remedy. The Disclosing Party shall comply with any
protective order or equivalent relating to the Confidential Information. If such
a protective order is not obtained, the Disclosing Party shall use its
reasonable best efforts to ensure that only the minimum portion of the
Confidential Information necessary to comply with the law is disclosed.
9.5 Each party shall take reasonable security precautions, at least as
great as the precautions it takes to protect its own confidential information of
a similar nature, to keep confidential the Confidential Information.
9.6 STC acknowledges that the federal securities laws prohibit STC
from, directly or indirectly, purchasing selling or otherwise trading in the
Company's securities while in possession of material information concerning the
Company which has not been disclosed to the investing public, or from
communicating such information to any other person under circumstances in which
it is reasonably foreseeable that such person is likely to trade in the
Company's securities. During the course of STC's performance of this Agreement,
STC shall
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not, directly or indirectly, purchase, sell or otherwise trade in the Company's
securities while in possession of material information concerning the Company
which has not yet been disclosed to the investing public, nor shall STC disclose
any such information to any other person under circumstances in which it is
reasonably foreseeable that such person is likely to trade in the Company's
securities.
10. COVENANT NOT TO COMPETE.
During the term of this Agreement, STC warrants, represents and agrees
that it will not directly or indirectly use the information developed for and by
the Company in the cause of providing the services hereunder, and will not
compete directly with the Company in the Company's primary industry or related
fields.
11. INDEMNIFICATION.
STC agrees to indemnify and hold harmless Company and its directors,
officers, agents and employees, against any losses, claims, damages or
liabilities, joint or several ("losses"), to which the Company or any such other
person, may become subject, insofar as such losses (or actions, suits or
proceedings in respect thereof) arise out of or are based upon the failure of
any representation, warranty or agreement made by STC in Section 2, above,
except any losses resulting from the gross negligence or willful misconduct of
the Company or such persons; and will reimburse the Company, or any such other
person, for any legal or other expenses reasonably incurred by the Company, or
any such other person, in connection with investigation or defending any such
losses.
12. MISCELLANEOUS PROVISIONS.
12.1 Time. Time is of the essence of this Agreement.
12.2 Presumption. This Agreement or any section thereof shall not be
construed against any party due to the fact that said Agreement or any section
thereof was drafted by said party.
12.3 Computation of Time. In computing any period of time pursuant to
this Agreement, the day of the act, event or default from which the designated
period of time begins to run shall be included, unless it is a Saturday, Sunday
or a legal holiday, in which event the period shall begin to run on the next day
which is not a Saturday, Sunday or a legal holiday, in which event the period
shall run until the end of the next day thereafter which is not a Saturday,
Sunday or legal holiday.
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12.4 Titles and Captions. All article, section and paragraph titles or
captions contained in this Agreement are for convenience only and shall not be
deemed part of the context nor affect the interpretation of this Agreement.
12.5 Pronouns and Plurals. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the Person or Persons may require.
12.6 Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of this Agreement.
12.7 Good Faith, Cooperation and Due Diligence. The parties hereto
covenant, warrant and represent to each other good faith, complete cooperation,
due diligence and honesty in fact in the performance of all obligations of the
parties pursuant to this Agreement. All promises and covenants are mutual and
dependent.
12.8 Savings Clause. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby.
12.9 Assignment. This Agreement may not be assigned by either party
hereto without the written consent of the other, but shall be binding upon the
successors of the parties.
12.10 Arbitration.
(a) Any controversy or claim arising out of or relating to
this contract, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules including the Emergency Interim Relief Procedures,
and judgment on the award rendered by a single arbitrator may be entered in any
court having jurisdiction thereof.
(b) Any provisional remedy, which would be available from a
court of law, shall be available to the parties to this Agreement from the
Arbitrator pending arbitration.
(c) The situs of the arbitration shall be Washington, D.C.
(d) In the event that a dispute results in arbitration, the
parties agree that the prevailing party shall be entitled to reasonable
attorneys fees to be fixed by the arbitrator.
12.11 Notices. All notices required or permitted to be given under this
Agreement shall be given in writing and shall be delivered, either personally or
by express delivery service, to the party to be notified. Notice to each party
shall be deemed to have been duly given upon delivery,
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personally or by courier (such as Federal Express or similar express delivery
service), addressed to the attention of the officer at the address set forth
heretofore, or to such other officer or addresses as either party may designate,
upon at least ten (10) days' written notice, to the other party.
12.12 Governing law. The Agreement shall be construed by and enforced
in accordance with the laws of the State of New York.
12.13 Entire agreement. This Agreement contains the entire
understanding and agreement among the parties. There are no other agreements,
conditions or representations, oral or written, express or implied, with regard
thereto. This Agreement may be amended only in writing signed by all parties.
12.14 Waiver. A delay or failure by any party to exercise a right under
this Agreement, or a partial or single exercise of that right, shall not
constitute a waiver of that or any other right.
12.15 Counterparts. This Agreement may be executed in duplicate
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement. In the event that the
document is signed by one party and faxed to another the parties agree that a
faxed signature shall be binding upon the parties to this agreement as though
the signature was an original.
12.16 SUCCESSORS. THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING
UPON ALL PARTIES, THEIR SUCCESSORS AND ASSIGNS.
12.17 Counsel. The parties expressly acknowledge that each has been
advised to seek separate counsel for advice in this matter and has been given a
reasonable opportunity to do so.
12.18 Third Parties. Except as specifically set forth in this Agreement
with respect to the Consultant and the obligations of STC under Section 11 of
this agreement with respect to employees, officers, directors and agents of the
Company, nothing in this Agreement, express or implied, is intended or shall be
construed to confer or give any person, firm, partnership or corporation, other
than the parties hereto, any rights or remedies under or by reason of this
Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement to be effective as of the day and year provided herein.
FINANCING AGENT:
SUMMIT TRADING LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx, Attorney-in-fact
COMPANY:
XXXXXX.XXX, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------------
Xxxx Xxxxxxxx, President
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