PROJECT DEVELOPMENT AGREEMENT
Project Development Agreement made this 15th day of April, 1998 by and between,
l'Agence Autonome d'Assistance Integree aux Enterprises (hereinafter referred to
as "Agence,") an official agency of the Government of Guinea and Integrated Food
Resources, Inc., a Nevada Corporation (hereinafter referred to as IFR).
- Whereas Agence desires to promote projects dedicated to establishing the
economic self sufficiency of the Republic of Guinea;
- Whereas, the Republic of Guinea is dedicated to environmentally responsible
economic expansion and stability;
- Whereas, the Republic of Guinea desires the improvement of the economic
standards of its country and its people;
- Whereas, Integrated Food Resources, Inc., a Nevada Corporation (hereinafter
referred to as IFR), has as its primary interest, the desire to assist the
Republic of Guinea and its people in accomplishing these objectives;
- Whereas, IFR and Agence have and will continue to operate under the
guidance of the national economic policies of the Republic of Guinea and
established protocols, agreements and documents established between the
parties covering fish resources, fish processing and canning;
- Whereas, IFR will assist in raising capital to support projects to be
enumerated herein;
- Whereas, discussions and activities have progressed to the stage that both
parties are ready to solidify their mutual intent; it is hereby agreed as
follows:
1. AGENCE AGREES TO:
1.1 Establish a sea front development zone that is approximately 15km by 3km in
area. This land shall be used for fish and shellfish farming as well as for
the establishment of a cannery. It shall be "titled" subject to an
environmental impact study. Once the precise information is received, the
sea front property shall be identified, quantified, surveyed and titled.
For purposes of this agreement, it is estimated that the value of this land
is approximately $12,000,000 (USD). At the proper time, a final evaluation
of the land will be done by a recognized accounting firm such as Xxxxxx
Xxxxxxxx or Price Waterhouse. This property will be deeded to IFR or its
assign(s).
Tuna Fishing/Canning Agreement - Page 1
Integrated Food Resources, Inc./ Rep. of Guinea
& Agence Autonome d'Assistance Integree aux Entreprises
EXHIBIT 10.3
1.2 Grant fishing licenses for tuna and mackerel. Irrevocable and unrestricted
fishing permits will be issued in the favor of IFR or Seabourne Ventures,
Inc. and/or F.E.S. Inc. to support tuna fishing/processing vessels. These
licenses will be issued as needed to support fishing/canning programs. The
vessels will operate in Guinean territorial and international waters.
2. IFR AGREES THAT IT WILL:
2.1 With its partners arrange financing, develop, and build a "state of the
art" fish processing facility and cold storage plant in Conakry, Guinea.
Appropriate land with access to a sea port facility will be donated by the
government with title transferred free and clear to IFR for a nominal
payment of $1. The plant will be owned and operated by IFR and/or its
subsidiaries or affiliates.
It is estimated that the following capital investments will need to be made
to conclude these projects:
Recommended Projects Est. Capital Work. Cap.
-------------------- ------------ ----------
Two tuna seiners $25,000,000 $ 6,000,000
Two factory trawlers $40,000,000 $ 9,000,000
Tuna cannery $18,000,000 $20,000,000
----------- -----------
$83,000,000 $35,000,000
2.2 Based on these estimates, IFR will enter into agreements with its partners
and lenders to capitalize these projects. Agence may be called upon to
issue certain unconditional guarantees in support of this project funding.
Agence is willing to undertake to issue such guarantees at the appropriate
time if needed. It is understood that the final amounts raised may be a
function of the assets that are placed into IFR. It is also understood that
the reception of the value of these assets by the investment community is
not yet known.
The tentative action plan for these projects is as follows:
Finalize agreement with IFR/Agence March 30, 1998
Finalize finance documents April 15, 1998
Commence finance models April 30, 1998
Commence executive summary for tuna operations: April 30, 1998
Cannery, seiners, trawlers
Finish financial models May 15, 1998
Finish executive summaries for tuna operation May 15, 1998
Conclusion of property exchange May 30, 1998
It is understood that information requested by IFR to prepare such
summaries may be extensive. Accordingly, Agence agrees to make every effort
to expedite any requests for information that will be used in these
projects. It is also
2
understood that the ability to finance the enumerated projects is a
function of the value of assets.
3. This agreement shall be interpreted under the laws of the Republic of
Guinea. Any claims or controversy arising out of or related to this
Agreement, or breach thereof shall be settled wherever possible by
arbitration.
4. This Agreement constitutes the entire agreement between the parties
pertaining to the subjects contained herein, and supersedes all prior and
contemporaneous agreements, representations, warranties and understanding
of the parties. No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by all parties hereto. No
waiver of any of the provisions of this agreement shall be deemed, or shall
constitute any waiver of any other provision, whether similar or not
similar, nor shall any waiver constitute a continuing waiver.
5. The parties have signed this Agreement as of the date and year first above
written
/s/ Alain de la Motte /s/ El Hadj Xxxxxxxxxxxx Xxx
---------------------------------- --------------------------------------
Alain de la Motte El Hadj Xxxxxxxxxxxx Xxx
Chairman of the Board, CEO President Directeur General
Integrated Food Resources, Inc. Agence Autonome d'Assistance Integree
aux Enterprises, Republic of Guinea
--------------------------------------
| OFFICIAL SEAL |
| XXXXX X. XXXXX |
| NOTARY PUBLIC - OREGON |
| COMMISSION XX. 000000 |
| MY COMMISSION EXPIRES SEPT. 26, 1999 |
--------------------------------------
/s/ Xxxxx X. Xxxxx
4-15-98
3
PROJECT DEVELOPMENT AGREEMENT
Project Development Agreement made this 15th day of April, 1998 by and between,
l'Agence Autonome d'Assistance Integree aux Enterprises (hereinafter referred
to as "Agence,") an official agency of the Government of Guinea and Integrated
Food Resources, Inc., a Nevada Corporation (hereinafter referred to as IFR).
- Whereas Agence desires to promote projects dedicated to establishing the
economic self sufficiency of the Republic of Guinea;
- Whereas, the Republic of Guinea is dedicated to environmentally responsible
economic expansion and stability;
- Whereas, the Republic of Guinea desires the improvement of the economic
standards of its country and its people;
- Whereas, Integrated Food Resources, Inc., a Nevada Corporation (hereinafter
referred to as IFR), has as its primary interest, the desire to assist the
Republic of Guinea and its people in accomplishing these objectives;
- Whereas, IFR and Agence have and will continue to operate under the
guidance of the national economic policies of the Republic of Guinea and
established protocols, agreements and documents established between the
parties covering fish resources, fish processing and canning,
- Whereas, IFR will assist in raising capital to support projects to be
enumerated herein;
- Whereas, discussions and activities have progressed to the stage that both
parties are ready to solidify their mutual intent; it is hereby agreed as
follows:
1. AGENCE AGREES TO:
1.1. Deed to IFR 14,000 hectares of land designated for establishing 10
mini prawn farms, a catfish farm and an eel farm ("Property"). This
Property shall tentatively be located near the village of Koba. Value
of the land is estimated at about $70,000,000 USD based on a valuation
of $5,000 per hectare (2.5 acres). At the proper time, a final
appraisal of the Property will be done by a recognized accounting firm
such as Xxxxxx Xxxxxxxx or Price Waterhouse. This property will be
deeded to IFR or its assign(s) by the government with title
transferred free and clear to IFR for a nominal payment of $1.
2. IFR AGREES TO:
Shrimp Farming/Process. Agreement - Page 1
Integrated Food Resources, Inc./ Rep. of Guinea
& Agence Autonome d'Assistance Integree aux Entreprises
2.1. purchase and manage (with assistance from its partners-F.E.S. Inc.),
the Sakoba Shrimp farm. Its final valuation shall be based on a
facilities survey, cash flow analysis and audit. IFR will bring in
production, engineering and biological expertise to "turn around" the
profitability of the Sakoba operation. Currently the Sakoba operation
consists of:
- 2,000 ton cold storage plant,
- one 200 million egg hatching production unit,
- one 450 hectare farm, and
- one approved technical feasibility study.
It is estimated that the following capital investments will need to be
made to conclude these projects:
Est. Capital Work. Cap.
------------ ----------
Sakoba prawn farm $40,000,000 $5,000,000
Ten mini prawn farms $50,000,000 $12,000,000
----------- -----------
$90,000,000 $17,000,000
----------- -----------
----------- -----------
2.2. Based on these estimates, IFR will enter into agreements with its
partners and lenders to capitalize these projects. Agence may be
called upon to issue certain unconditional guarantees in support of
this project funding. Agence is willing to undertake to issue such
guarantees at the appropriate time if needed. It is understood that
the amounts raised may be a function of the assets that are placed
into IFR. It is also understood that the reception of the value of
these assets by the investment community is not yet known.
The tentative action plan for these projects are as follows:
Finalize agreement with IFR/Agence March 30, 1998
Finalize financing documents April 15, 1998
Commence finance models April 30, 1998
Commence executive summary for prawn projects April 30, 1998
Finish financial models May 15, 1998
Finish executive summaries for prawn operation May 15, 1998
Conclude property exchange May 30, 1998
It is understood that information requested by IFR to prepare such
summaries may be extensive. Accordingly, the Republic of Guinea agrees
to make every effort to expedite any requests for information that
will be used in these projects. It is also understood that the ability
to finance the enumerated projects is a function of the value of
assets.
3. This agreement shall be interpreted under the laws of the Republic of
Guinea. Any claims or controversy arising out of or related to this
Agreement, or breach thereof shall be settled wherever possible by
arbitration.
2
4. This Agreement constitutes the entire agreement between the parties
pertaining to the subjects contained herein, and supersedes all prior and
contemporaneous agreements, representations, warranties and understanding
of the parties. No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by all parties hereto. No
waiver of any of the provisions of this agreement shall be deemed, or shall
constitute any waiver of any other provision, whether similar or not
similar, nor shall any waiver constitute a continuing waiver.
3. The parties have signed this Agreement as of the date and year first above
written
/s/ Alain de la Motte /s/ El Hadj Xxxxxxxxxxxx Xxx
---------------------------------- --------------------------------------
Alain de la Motte El Hadj Xxxxxxxxxxxx Xxx
Chairman of the Board, CEO President Directeur General
Integrated Food Resources, Inc. Agence Autonome d'Assistance Integree
aux Enterprises, Republic of Guinea
--------------------------------------
| OFFICIAL SEAL |
| XXXXX X. XXXXX |
| NOTARY PUBLIC - OREGON |
| COMMISSION XX. 000000 |
| MY COMMISSION EXPIRES SEPT. 26, 1999 |
--------------------------------------
/s/ Xxxxx X. Xxxxx
4-15-98
3
PROJECT DEVELOPMENT AGREEMENT
Project Development Agreement made this 15th day of April, 1998 by and between,
l'Agence Autonome d'Assistance Integree aux Enterprises (hereinafter referred to
as "Agence,") an official agency of the Government of Guinea and Integrated Food
Resources, Inc., a Nevada Corporation (hereinafter referred to as IFR).
- Whereas Agence desires to promote projects dedicated to establishing the
economic self sufficiency of the Republic of Guinea;
- Whereas, the Republic of Guinea is dedicated to environmentally responsible
economic expansion and stability;
- Whereas, the Republic of Guinea desires the improvement of the economic
standards of its country and its people;
- Whereas, Integrated Food Resources, Inc., a Nevada Corporation (hereinafter
referred to as IFR), has as its primary interest, the desire to assist the
Republic of Guinea and its people in accomplishing these objectives;
- Whereas, IFR and Agence have and will continue to operate under the
guidance of the national economic policies of the Republic of Guinea and
established protocols, agreements and documents established between the
parties covering fish resources, fish processing and canning,
- Whereas, IFR will assist in raising capital to support projects to be
enumerated herein;
- Whereas, discussions and activities have progressed to the stage that both
parties are ready to solidify their mutual intent; it is hereby agreed as
follows:
1 AGENCE AGREES TO:
1.1. Deed to IFR of 10,000 hectares of land designated for establishing a
pineapple cultivation and harvesting operation.
1.2. Deed to IFR such properties as may be mutually agreeable for the
cultivation of mangoes, coffee, cashews, and/or other economically
favorable projects.
2. IFR AGREES TO:
2.1. With its partners arrange financing, develop, and build fruit cannery
meeting the latest international health standards. The land will
be donated by the
Pineapple Agreement - Page 1
Integrated Food Resources, Inc./ Rep. of Guinea
& Agence Autonome d'Assistance Integree aux Entreprises
government and title transferred free and clear for a nominal payment
of $1. The plant will be owned and operated by IFR and/or its
partners.
2.2. With its partners arrange financing, develop, and build a fruit juice
concentrate production facility to support USA and European market
demand.
2.3. Investigate the feasibility of establishing other fruit processing
export facilities such as guavas, mangoes, oranges and bananas.
It is estimated that the following capital investments will need to be
made to conclude these projects:
Recommended Projects Est. Capital Working Capital
------------ ---------------
Pineapple fields, ponds $8,000,000 $4,000,000
Pineapple cannery $12,000,000 $6,000,000
Other fruits $20,000,000 $10,000,00
----------- -----------
$40,000,000 $20,000,000
2.4. Based on these estimates, IFR will enter into agreements with its
partners and lenders to capitalize these projects. Agence may be
called upon to issue certain unconditional guarantees in support of
this project funding. Agence is willing to undertake to issue such
guarantees at the appropriate time if needed. It is understood that
the amounts raised may be a function of the assets that are placed
into IFR It is also understood that the reception of the value of
these assets by the investment community is not yet known.
The tentative action plan for these projects is as follows:
Finalize agreement with IFR/Agence March 30, 1998
Finalize financing documents April 15, 1998
Commence finance models April 30, 1998
Commence executive summary for pineapple projects May 30, 1998
Finish financial models June 15, 1998
Finish executive summaries for pineapple operation July 15, 1998
Conclude property exchange July 30, 1998
Begin other fruit feasibility studies July 30, 1998
It is understood that information requested by IFR to prepare such
summaries may be extensive. Accordingly, the Republic of Guinea agrees
to make every effort to expedite any requests for information that
will be used in these projects. It is also understood that the ability
to finance the enumerated projects is a function of the value of
assets.
3. This agreement shall be interpreted under the laws of the Republic of
Guinea. Any claims or controversy arising out of or related to this
Agreement, or breach thereof shall be settled wherever possible by
arbitration.
4. This Agreement constitutes the entire agreement between the parties
pertaining to the subjects contained herein, and supersedes all prior and
contemporaneous agreements, representations, warranties and understanding
of the parties. No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by all parties hereto. No
waiver of any of the provisions of this agreement shall be deemed, or shall
constitute any waiver of any other provision, whether similar or not
similar, nor shall any waiver constitute a continuing waiver.
5. The parties have signed this Agreement as of the date and year first above
written.
/s/ Alain de la Motte /s/ El Hadj Xxxxxxxxxxxx Xxx
---------------------------------- --------------------------------------
Alain de la Motte El Hadj Xxxxxxxxxxxx Xxx
Chairman of the Board, CEO President Directeur General
Integrated Food Resources, Inc. Agence Autonome d'Assistance Integree
aux Enterprises, Republic of Guinea
--------------------------------------
| OFFICIAL SEAL |
| XXXXX X. XXXXX |
| NOTARY PUBLIC - OREGON |
| COMMISSION XX. 000000 |
| MY COMMISSION EXPIRES SEPT. 26, 1999 |
--------------------------------------
/s/ Xxxxx X. Xxxxx
4-15-98
RELEASE AND INDEMNIFICATION AGREEMENT
AGREEMENT made this 15th day of April, 1998, by and between Integrated Food
Resources, Inc., a corporation organized and existing under the laws of the
State of Nevada, U.S.A. ("IFR") and Agence Autonome d'Assistance Integree aux
Enterprises ("AAAIE"), an agency of the Government of the Republic of Guinea.
IN CONSIDERATION of the mutual promises contained herein and other valuable
consideration, the parties hereby agree as follows:
1. RELEASE OF CLAIMS. IFR hereby release and forever discharges AAAIE and
its principals, agents, representatives, employees, executors, administrators,
successors, and assigns from all claims and demands, rights, and causes of
action of any kind IFR now has or hereafter may have on account of or in any way
arising out of the Agreement entered into by and between IFR and AAAIE of even
date hereof, a copy of which is attached hereto, and into which terms these
terms are duly incorporated as if set forth therein, or from claims resulting
from guarantees issued or to be issued in favor of IFR or third parties
regarding a $400 million financing package for project funding in the Republic
of Guinea.
2. INDEMNIFICATION. IFR hereby covenants to indemnify and hold harmless
AAAIE and its principals, agents, representatives, employees, executors,
administrators, successors, and assigns of and from all and any liability
including that arising from all manner of action and actions, cause and causes
of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, claims, and demands
whatsoever, in law, in admiralty, or in equity, that against AAAIE the said IFR
ever had, now has, or that its officers, directors, shareholders, employees,
agents, representatives, assigns, executors, or administrators, hereafter can,
shall, or may have for, upon, or by reason of, from or arising out of the
Agreement entered into by and between IFR and AAAIE of even date hereof, a copy
of which is attached hereto, and into which terms these terms are duly
incorporated as if set forth therein.
3. BINDING EFFECT. This Agreement and all of the terms, covenants and
conditions herein contained, shall be binding upon and inure to the benefit of
the parties hereto and their respective principals, officers, directors,
shareholders, agents, successors, heirs, executors, administrators, and assigns.
4. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to the matters referred to herein and no prior
to contemporaneous agreement or understanding shall be effective for any
purpose.
5. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall constitute one and the same instrument.
IN WITNESS WHEREOF, IFR and AAAIE each have caused this Agreement to be executed
by a duly authorized representative as of the date and year first above written.
-------------------------------------------------------------------------------
Integrated Food Resources, Inc. Agence Autonome d'Assistance Integree
aux Enterprises
By: /s/ Xxxxx X. de la Motte By: /s/ El Hadj Xxxxxxxxxxxx Xxx
---------------------------- ------------------------------
Name: Xxxxx X. de la Motte Name: El Hadj Xxxxxxxxxxxx Xxx
-------------------------- ------------------------------
Title: Chairman/CEO. Title: [ILLEGIBLE]
------------------------ ----------------------------
-------------------------------------------------------------------------------
[NOTARY ACKNOWLEDGMENT]
--------------------------------------
| OFFICIAL SEAL |
| XXXXX X. XXXXX |
| NOTARY PUBLIC - OREGON |
| COMMISSION XX. 000000 |
| MY COMMISSION EXPIRES SEPT. 26, 1999 |
--------------------------------------
/s/ Xxxxx X. Xxxxx
4-15-98
