THIS OPTION AGREEMENT MADE THE 17TH DAY OF FEBRUARY 2006
BETWEEN:
VINECREST MANAGEMENT SERVICES LIMITED,
A COMPANY INCORPORATED UNDER THE LAWS OF THE PROVINCE OF ONTARIO,
HEREINAFTER REFERRED TO AS "VINECREST" OR "THE OPTIONOR"
OF THE FIRST PART
AND:
GRAPHITE TECHNOLOGY GROUP INC.,
A CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
HEREINAFTER REFERRED TO AS "GRAPHITE TECHNOLOGY"
OR IN THE ALTERNATIVE "THE OPTIONEE"
OF THE SECOND PART
WHEREAS Vinecrest represents to Graphite Technology that it is the
owner and has exclusive right to deal with and dispose of, free of any and all
agreements and encumbrances of any nature or kind whatsoever, a One Hundred
Percent (100%) interest in Four (4) Mining Claims ("the Mining Properties")
situated in Butt Township, in the Province of Ontario and more particularly
described in Schedule "A" annexed hereto;
AND WHEREAS Vinecrest wishes to grant Graphite Technology an option to
purchase a One Hundred Percent (100%) interest in and certain rights to prospect
and examine the Mining Properties subject to the terms and conditions and
Royalties hereinafter set out;
THEREFORE, this Agreement witness that in consideration of the premises
and Ten Thousand dollars ($10,000.00) in the lawful money of Canada now paid to
Vinecrest by Graphite Technology (the receipt and sufficiency of which is hereby
acknowledged), and the mutual covenants and the Agreements hereinafter contained
the parties hereto agree as follows:
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ARTICLE 1 - REPRESENTATION AND SCHEDULES PART OF AGREEMENT
1.01 The representations of Vinecrest hereinbefore and hereinafter set out
shall form part of the Agreement and are conditions upon which Graphite
Technology has relied on and entering into this Agreement and are to be
construed as both conditions and warranties. In addition, Schedule "A"
shall be an applicable and form part of this Agreement.
ARTICLE 2 - PURCHASE OPTION AND TERMS:
2.01 Vinecrest hereby gives and grants to Graphite Technology the sole and
exclusive right and option (hereinafter called the "Purchase Option")
to purchase from the Vinecrest all its right, title and interest in and
to the Mining Properties free and clear of all encumbrances, but
subject to the Royalties and Minimum Royalties as hereinafter set out,
for an aggregate consideration of One Hundred and Fifty Thousand
dollars ($150,000.00).
2.02 Subject to prior termination pursuant to the provisions of this
Agreement, the Purchase Option shall remain in full force and effect up
to and including the 31st day of December 2008 provided the sum of One
Hundred and Fifty Thousand dollars ($150,000.00) paid in the following
amounts on or before the dates hereinafter set out:
(a) Upon the signing of this Agreement Graphite Technology pays
Vinecrest the sum of Ten Thousand dollars ($10,000.00), the
Purchase Option shall continue in full force and effect up to
and including the 30th day of June 2006;
(b) Provided Graphite Technology pays Vinecrest a further sum of
Fifteen Thousand dollars ($15,000.00) on or before the 30th
day of June 2006 the Purchase Option shall continue in full
force and effect up to and including the 31st day of December
2006;
(c) Provided Graphite Technology pays Vinecrest a further sum of
Twenty-Five Thousand dollars ($25,000.00) on or before the
31st day of December 2006 the Purchase Option shall continue
in full force and effect up to and including the 30th day of
June 2007;
(d) Provided Graphite Technology pays Vinecrest a further sum of
Twenty-Five Thousand dollars ($25,000.00) on or before the
30th day of June 2007 the Purchase Option shall continue in
full force and effect to and including the 31st day of
December 2007;
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(e) Provided Graphite Technology pays to Vinecrest a further sum
of Twenty-Five Thousand dollars ($25,000.00) on or before the
31st day of December 2007 the Purchase Option shall continue
in full force and effect up to and including the 30th day of
June 2008;
(f) Provided Graphite Technology pays to Vinecrest the further sum
of Twenty-Five Thousand dollars ($25,000.00) on or before the
30th day of June 2008 the Purchase Option shall continue in
full force and effect up to and including the 31st day of
December 2008;
(g) Provided Graphite Technology pays to Vinecrest the further sum
of Twenty-Five Thousand dollars ($25,000.00) on or before the
31st day pf December 2008 the Purchase Option shall be deemed
to be fully paid for and exercised.
2.03 In the event that Graphite Technology fails to pay any of the amounts
specified above on or before the dates set out, this Option Agreement
shall be at an end and any monies already paid shall be forfeit to
Vinecrest and Vinecrest shall be under no obligation to Graphite
Technology nor shall Graphite Technology have any further or other
claim against the Mining Properties, but shall still be required to
complete its obligations to Vinecrest hereinafter set out respecting
the termination of this Agreement.
ARTICLE 3 - EXERCISE OF PURCHASE OPTION:
3.01 Graphite Technology may at any time, while the Purchase Option
Agreement is in full force and effect, exercise the Purchase Option by
delivering Vinecrest a notice accordingly together with payment of an
amount equal to the difference between One Hundred and Fifty Thousand
dollars ($150,000.00) and the aggregate of all monies paid hereunder,
including without limitation, the Ten Thousand dollars ($10,000.00)
paid to Vinecrest upon the execution hereof. Upon delivery and payment
aforesaid, the Purchase Option shall be deemed to be full exercised at
the date of giving the said notice and Graphite Technology shall
thereafter hold One Hundred percent (100%) legal and beneficial
interest in the Mining Properties free of any lien or encumbrance of
Vinecrest or anyone claiming through Vinecrest, save and except for
the Royalties hereinafter set out.
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ARTICLE 4 - ROYALTY
4.01 Whether or not Graphite Technology exercises the Purchase Option, it
shall be obligated to pay Vinecrest a Royalty or Minimum Royalty ("the
Royalty") as follows:
(a) Commencing on the 1st day of October 2006, and each full year
hereafter that the Mining Properties are subject to the terms
and conditions of this Agreement a Royalty, or a minimum
annual fixed Royalty in the amount of Twenty Thousand dollars
($20,000.00) is payable hereunder, (subject to the Cost of
Living Adjustment clause specified below) and shall be paid by
Graphite Technology to Vinecrest. The first Twenty Thousand
dollar ($20,000.00) Minimum Royalty payment shall be due and
be paid in one installment on or before the 1st day of October
2006, not withstanding that a full year has not expired since
the execution of this Agreement and thereafter payment shall
be made in two equal installments on or before the 1st day of
April and October of each and every year;
(b) The aforesaid minimum annual fixed Royalty payment shall be
adjusted annually in accordance with any rise or fall in the
consumer price index ratio for all products for the City of
Toronto published or announced by Information Canada or any
successor federal government agency. The first adjustment
shall be made on the 1st day of October 2007 and a subsequent
adjustment shall be made on the 1st day of October each
subsequent year thereafter. The annual fixed Minimum Royalty
payment for the year commencing on October 1, 2007 and for
each subsequent year thereafter, shall be paid in and for the
previous year plus or minus the percentage thereof which is
equal to the percentage rise or fall of the Consumer Price
Index Ratio from the 1st day of October 2006 to the 1st day of
October of the particular year for which the fixed Minimum
Royalty payment is due. All such calculations or adjustments
to the Minimum Royalty shall be based on the Consumer Price
Index as of the 1st day of October 2006.
(c) In the year in which commercial mining production and products
sales begin, and each subsequent year thereafter, the Royalty
owing for each such year shall be an amount equal to Two and a
half (2.5%) percent of the gross value of Graphite Technology
sales of products derived from ore mined on the Mining
Properties during in the particular year in question, but
always subject to the minimum Royalty adjusted as set out
above. In calculating the gross value of Graphite Technology
sales of products in any particular year, there shall be no
deductions by Graphite Technology for any monies expended in
respect to its project on Mining Properties (including capital
costs). More particularly, but not so as to limit the
generality of the foregoing, there shall be no deduction for
Graphite Technology's costs of money, operating costs, taxes
payable, mining, processing, upgrading and any other costs
relating to its project on the Mining Properties as a whole
whether or not such activities are actually carried on or done
on the Mining Properties or elsewhere provided that they apply
to the ore or materials mined or derived from the Mining
Properties.
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(d) After the initial Minimum Royalty payment of Twenty Thousand
dollars ($20,000.00) on the 1st day of October 2006, the
Royalty or Minimum Royalty shall be paid in semi-annual
installments, the first Royalty payment to be made on the 1st
day of April and the 1st day of October in each year
commencing on April 1, 2007. In calculating any Royalty
payment due hereunder, there shall be no deduction from the
Royalty otherwise payable for any Minimum Royalty payments
previously paid or made by Graphite Technology to Vinecrest,
and for greater clarity, the Royalty, or the minimum Royalty,
as the case may be, shall be payable in addition to the monies
set out above in respect to Graphite Technology's option of
the Mining Properties.
ARTICLE 5 - ASSIGNMENTS
5.01 Graphite Technology shall be at liberty to assign and transfer all its
rights, title and interest in this Option Agreement provided:
(a) Vinecrest is informed and gives its consent thereto, which
consent shall not be unreasonably withheld;
(b) Graphite Technology provides written confirmation by the
Assignee of Graphite Technology that the Assignee shall be
bound by this Agreement and that the rights and privileges of
Vinecrest hereunder will be followed and respected. Graphite
Technology shall remain liable for all its obligations and
payments due hereunder to Vinecrest and in the event of
default, hereunder Vinecrest may enforce any rights or
remedies it may have jointly or severely, as it shall see fit
as against both Graphite Technology and the Assignee.
5.02 If Vinecrest formulates the intention to assign the right to receive
the Royalty, in whole or in part, Vinecrest shall not complete any such
assignment and no purported assignment shall be valid unless and until
the Assignee agrees with Graphite Technology and Vinecrest to be bound
by the provisions hereof as fully as if such Assignee was a signatory
hereto. The form of such subsistence of such agreement shall be as
Vinecrest and Graphite Technology may reasonably require.
5.03 Vinecrest shall be at liberty to assign and transfer its right, title
and interest in this Option Agreement provided;
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(a) Graphite Technology is first informed and gives it consent
thereto, which consent shall not be unreasonably withheld; and
(b) Vinecrest shall provide written confirmation by the Assignee
of Vinecrest that the rights and privileges of Graphite
Technology hereunder will be followed and respected.
ARTICLE 6 - THE RIGHT TO ENTER AND DO WORK
6.01 Vinecrest hereby gives and grants to Graphite Technology, its servants
and agents during the currency of the Purchase Option and the sole and
exclusive right:
(a) To enter in, under or upon the Mining Properties;
(b) To have exclusive and quiet possession of the Mining Properties;
(c) To do such prospecting, exploration, development and/or other mining
work thereon and thereunder as Graphite Technology in its sole
discretion may consider advisable;
(d) To enter upon and erect upon the Mining Properties such mining plant,
buildings, machinery, tools, appliances, and/or equipment as Graphite
Technology in its sole discretion may consider advisable; and
(e) To remove from the Mining Properties and dispose or ores, minerals and
metals, but only for the purpose of making assay and tests, unless the
Option Price and Royalty payments have been paid in full and the Mining
Properties have been brought to Lease.
ARTICLE 7 - REPRESENTATIONS, WARRANTIES AND COVENANTS
7.01 Vinecrest hereby represents and warrants to Graphite Technology that:
(a) The laws of the Province of Ontario or any other applicable
laws with respect to the Mining Properties have been complied
with and, without limiting the generality of the foregoing,
the Mining Properties have each been properly and duly staked
and recorded in accordance with the laws of the said Province;
(b) The Mining Properties are in good standing;
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(c) Graphite Technology may enter in, under or upon the Mining
Properties for the purposes of the Agreement and subject to
the Mining Act of Ontario and any environmental laws or
regulations applicable thereto, extract and dispose of ore, as
provided in paragraph 6.01 hereof, without making any payment
to, and without accounting to or obtaining the permission of,
any person, firm or corporation.
7.02 Vinecrest hereby covenants that:
(a) It will not use the name of Graphite Technology or any company
associated with Graphite Technology in any document or release
made to or available to the public without prior written
approval of Graphite Technology;
(b) Any information acquired by it hereunder relating to the
Mining Properties shall be confidential and shall not be
released or communicated to any person firm or corporation
while this Agreement is in full force and effect without the
prior written approval of Graphite Technology; and
(c) For so long as the purchase option is in full force and
effect, it will not deal, or attempt to deal with its right,
title and interest in and to the Mining Properties in any way
that would or might affect the right of Graphite Technology
hereunder to purchase a One Hundred percent (100%) interest in
the Mining Properties, free and clear of any encumbrance.
7.03 Graphite Technology hereby covenants and agrees for so long as the
Purchase Option continues in full force and effect:
(a) To permit Vinecrest or its duly authorized agents upon
reasonable prior notice to Graphite Technology, to have access
to the Mining Properties in order to examine any work carried
out by or on behalf of Graphite Technology provided, however,
that neither Vinecrest nor its agents shall interfere with or
obstruct the operation of Graphite Technology, its servants
and agents on the Mining Properties, and further provided that
Vinecrest agrees to indemnify and save Graphite Technology
harmless from all loss or damage of any nature or kind
whatsoever in any way referable to the entry of, presence on,
or activities of either of Vinecrest or its agents while on
the Mining Properties and including, without limiting the
generality of the foregoing, bodily injuries or death at any
time resulting therefrom and damage to property sustained by
any person or persons;
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(b) To maintain the Mining Properties in good standing while this
Agreement is in full force and effect and for a further Twelve
(12) months after the termination thereof;
(c) To forward Vinecrest one copy of all engineering reports,
drawings, surveys, logs and all other data, or working papers
relating to the work done on the Mining Properties or on
adjoining properties insofar as they relate to the Mining
Properties;
(d) To permit Vinecrest, its servants or agents access to the
books and records of Graphite Technology pertaining to the
operation or work on the Mining Properties for the purposes of
calculating or verifying the Royalties payable hereunder and
compliance with this Agreement, may have such books and
records audited by an independent firm or chartered
accountants at Vinecrest's costs; and
(e) To obtain a Lease of the Mining Properties pursuant to the
Mining Act of Ontario within one year of the signing of this
Agreement.
ARTICLE 8 - PROTECTION OF GRAPHITE TECHNOLOGY
8.01 Vinecrest will, from time to time, as and when requested by Graphite
Technology, execute or cause to be executed all further documents and
instruments which are in the opinion of Graphite Technology reasonably
necessary to enable Graphite Technology to take advantage of the rights
given to it in this Agreement.
8.02 Subject to Article 11 of this Option Agreement Vinecrest agrees that
Graphite Technology may protect its interest in the Mining Properties,
as the same may be from time to time constituted, by doing either or
both of the following:
(a) It may register this Agreement or a memorandum of this
Agreement or any other document or documents which Graphite
Technology may consider advisable in order to protect is
rights and interest hereunder against the title of the Mining
Properties; or
(b) It may transfer the Mining Properties into its name or into
the name of its nominee or nominees, to be held in trust and
to be dealt with only in accordance with the provisions of
this agreement.
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ARTICLE 9 - RIGHT TO REMOVE ASSETS
9.01 At any time and from time to time during the currency of the Purchase
Option and for a period of One Hundred and Eighty (180) days after the
termination of this Agreement and subject to compliance thereto,
Graphite Technology may enter upon and remove from the Mining
Properties nay and all building, plant, machinery, tools, appliances
and/or equipment brought or erected upon the Mining Properties by
Graphite Technology. Any such buildings, plant, machinery, tools,
appliances and/or equipment not so removed within the said period of
One Hundred and Eighty (180) days shall become the property of
Vinecrest.
ARTICLE 10 - TERMINATION
10.01 Subject to the provisions of paragraph 7.03(b), 9.01 and 10.03 hereof,
this Agreement shall terminate and be at an end:
(a) If Graphite Technology fails to pay any Option Purchase
Installment as set forth in paragraph 2.02 hereof or any
Royalty or Minimum Royalty payment as set out in paragraph 4
hereof on or before the relevant date therein set forth, then
upon the day following such relevant date; or
(b) Prior to the exercise of the Purchase Option, upon receipt by
Vinecrest of Notice from Graphite Technology that Graphite
Technology is terminating the Purchase Option; or
(c) If Graphite Technology does not exercise the Purchase Option
during the currency thereof, then at the expiry of the
purchase option; or
(d) If Graphite Technology otherwise fails to comply with this
Option Agreement.
10.02 In the event that Graphite Technology fails to complete any obligation
under this Agreement on or before the dates specified herein, (other
than the payment of money for which no notice is required) Vinecrest
shall give Graphite Technology written notice of the same specifying
the breach and requiring Graphite Technology to remedy the same. In the
event that Graphite Technology fails to remedy the breach within Sixty
(60) days of the receipt of the notice relating thereto, then
Vinecrest, at its option, may declare the Agreement terminated and the
Agreement thereafter shall be treated as at an end. Notwithstanding
that the Agreement has been terminated Vinecrest, shall be entitled to
any Purchase Price installments or Royalty payments due or accruing
prior to such termination, or the cost of fulfilling any other
obligation of Graphite Technology set out herein, or any damages or
other losses resulting from such default and may enforce payment or
compliance of the same in any way it shall in its sole and absolute
discretion it considers desirable.
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10.03 In the event of any dispute between the parties arising wherein
Vinecrest asserts that this Agreement is terminated and Graphite
Technology denies the validity of the alleged termination, Graphite
Technology's position and all of Graphite Technology's rights given to
it by this Agreement shall remain preserved and undisturbed until the
matter is resolved in Court or otherwise, but Graphite Technology will
forthwith commence an Action in Ontario claiming a declaration or other
appropriate relief and to pay the disputed amount into Court to the
credit of such action, otherwise this Agreement shall be terminated and
at an end.
10.04 Notwithstanding anything to the contrary contained in this Agreement,
Graphite Technology may at any time or from time to time, either before
or after exercise of the Purchase Option, terminate this Agreement with
respect to any or all Mining Claims comprising part of the Mining
Properties, subject to paragraph 7.03, 9.01 and this Article hereof,
upon giving notice accordingly to Vinecrest. Forthwith after any such
termination, such part of the Mining Properties with respect to which
this Agreement has been terminated shall cease to be part of the Mining
Properties for the purpose of this Agreement, all obligations of
Graphite Technology hereunder, including the obligation to pay the
minimum fixed annual Royalty payment (where the notice has been given
with respect to all the Mining Claims) shall, subject to this Article
hereof, thereupon be at an end. The term "Mining Properties" shall mean
only those parts thereof which are still subject to the provisions of
this Agreement. Notwithstanding the release of part of the Mining
Properties only, the Purchase Option Price and the Royalty or Minimum
Royalty payments hereunder shall not be reduced.
10.05 Upon termination hereof, pursuant to this paragraph 10 or otherwise:
(a) If Graphite Technology has registered any agreement, memorandum,
document or documents against the title of the Mining Properties, then
Graphite Technology shall forthwith for an aggregate consideration of
$1.00 discharge or release such agreement, memorandum, document or
documents with respect to the Mining Properties or such of them that
are no longer subject to the provisions of this Agreement, as the case
may be; or
(b) If Graphite Technology has transferred the Mining Properties into its
name or into the name of its nominee or nominees, then Graphite
Technology shall forthwith deliver to Vinecrest a duly executed
transfer of the Mining Properties or such of them as are no longer
subject to the provisions of this Agreement, as the case may be,
transferring for an aggregate consideration of $1.00 title thereto to
Vinecrest or as Vinecrest may otherwise in writing instruct;
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(c) Graphite Technology shall do all things and execute all documents so as
to maintain the Mining Properties in good standing and to bring the
same to Lease pursuant to the Mining Act of Ontario within One (1) year
of the signing of this Agreement;
(d) Graphite Technology shall no longer have any claim or interest in or as
against the Mining Properties of any nature or kind whatsoever and any
monies thereto before paid shall remain the sole property of Vinecrest;
(e) Graphite Technology shall release all its rights, title or interest in
the Mining Properties forthwith.
ARTICLE 11 - TITLE
11.01 Title to the Mining Properties shall be transferred to Xxxxxx X.
Xxxxxxxxxx, the solicitor for Vinecrest, who shall hold the same in
trust for the parties hereto as their interest may appear until the
following have been completed:
(a) That the Option price of One Hundred and Fifty Thousand
dollars ($150,000.00) has been paid in full as aforesaid;
(b) The claims have been brought to Lease in accordance with the
Mining Act of Ontario;
(c) All Royalty or Minimum Royalty payments have been paid to
date; and
(d) Graphite Technology has otherwise complied with this
Agreement.
Upon completion of the above conditions, the Mining Properties shall be
registered jointly in the name of Vinecrest and Graphite Technology or
their successors or assigns, as the case may be, together with a copy of
this Agreement. Thereafter, any Royalty payments due shall be a first
charge or encumbrance against the Mining Properties and payment thereof may
be enforced as such in addition to any other remedy, which Vinecrest may
have.
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ARTICLE 12 - LEGAL AND ACCOUNTING FEES
12.01 Graphite Technology agrees to pay all of Vinecrest's reasonable legal and
accounting fees payable in connection with the negotiation, drafting,
registration and servicing of this Agreement and all other matters relating
thereto
ARTICLE 13 - NOTICE
13.01 Any notice, document or other communication required or permitted by
this Agreement to be given by a party hereto shall be in writing and is
sufficiently given if delivered personally, or if sent by prepaid
ordinary mail, or if transmitting by any form of telecommunication to
either party to this Agreement as listed below:
Graphite Technology Group Inc.
000 Xxxxxxxx Xxxxxx, X.X. Xxx 000
Xxxxxx, XX 00000
Vinecrest Management Services Ltd.
c/o Xxxxxx X. Xxxxxxxxxx
214 - 000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
13.02 Either party may from time to time by notice in writing change its
address for the purposes of this Article 13.
13.03 Any payment that Graphite Technology may decide to make or cause to be
made to Vinecrest hereunder shall be deemed to have been well and truly
made if a cheque payable to Vinecrest in accordance with the provisions
of paragraph 13.01 hereof, the provisions of which shall apply, Mutatis
Mutandus, as if such cheque was a notice given hereunder.
ARTICLE 14 - OPTION
14.01 Subject to the provisions hereof specifically to the contrary, this is
an Option Agreement only and nothing herein contained and no act done
nor payment made hereunder shall obligate Graphite Technology to do any
further or other act or acts or to make further payment or payments,
and in no event shall this Agreement or any act done or any payment
made be construed as an obligation of Graphite Technology to do or
perform any work or make any payments or further payments on or with
respect to the Mining Properties. PROVIDED HOWEVER, notwithstanding
that the foregoing Graphite Technology undertakes to bring the claims
to Lease pursuant to the Mining Act of Ontario on or before the 28th
day of February 2007, in addition, Graphite Technology shall record all
work done against the said claims and insure that the taxes are paid
and there is sufficient work done on the claims for Twelve (12) months
after the termination in order to maintain the same in good standing.
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ARTICLE 15 - MINING AND EXPLORATION
15.01 Graphite Technology shall conduct its exploration, mining and other
activities on the Mining Properties in accordance with good mining and
exploration practice and to comply with all mining, environmental laws,
by-laws or regulations of any governmental body having jurisdiction,
including the closing of any workings and the reclamation of any lands
where buildings or other mining debris has been dumped or placed
according to law.
ARTICLE 16 - GENERAL
16.01 Vinecrest and Graphite Technology both agree that either before or
after termination of this Agreement, they will execute all documents
and do all acts and things as either of them may reasonably request and
as may be lawfully within its power to do (other than the payment of
money) to carry out the provision and/or the intent of this Agreement.
16.02 This Agreement supersedes all prior negotiations and contains the
entire understanding between the parties hereto and may be modified
only by instrument in writing signed by the party or parties against
which the modification is asserted.
16.03 Time shall be of the essence of this Agreement and shall enure to the
benefit of and be binding upon Vinecrest, its successors and assigns
and Graphite Technology, its successors and assigns.
16.04 The parties hereto shall execute all documents and further assurances
and do all things that shall be necessary or desirable.
16.05 Interest shall be payable in any monies outstanding or in default
pursuant to this Agreement at the rate of Ten (10%) percent per annum.
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16.06 This Agreement shall be subject to and he interpreted and administered
in accordance with the laws of the Province of Ontario and disputes or
actions commenced in respect thereto shall be in the Province
aforesaid.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.
)
) GRAPHITE TECHNOLOGY GROUP INC.
)
)
) /S/ Xxxxxx Xxxx
) ---------------
) I have authority to bind the
Corporation.
)
) VINECREST MANAGEMENT SERVICES
) LTD.
)
)
)
) /S/ Xxxxx Xxxxxx
) ----------------
) I have authority to bind the
Corporation.
