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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A2
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
TREASURY INTERNATIONAL, INC.
----------------------------
(Name of Small Business Issuer in its Charter)
Delaware 98-0160284
- ---------------------- ------------------------
State of Incorporation I.R.S. Employer I.D. No.
1181 Finch Avenue West, Unit 21
North York, Ontario, Canada M3J 2V8
- ------------------------------- ------------------------
(Address of Principal (Zip Code)
executive offices)
Issuer's telephone number: (416) 663-4194
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
---------------------- ------------------------------
Securities to be registered
under Section 12(g) of the Act:
Common Stock
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
This Amendment is being filed solely to file by EDGAR the exhibits
contained in Registrant's Form 10, as listed in Part III, Item 1, subparagraph
(a), which is repeated below for convenience:
Exhibit Index Page
------------- ----
2 Share Purchase & Exchange Agreement
(JJAMP) 3
3(i) Certificate of Incorporation 11
Amendment to Certificate of Incorporation 17
3(ii) By-Laws 19
4 1995 Stock Option Plan 28
10.1 January 3, 1995 - Exclusive Distribution
Contract with National Home Products Ltd 34
10.2 March 2, 1995 - Exclusive Distribution
Contract with Manicare Division/AAI 36
10.3 March 15, 1995 - Letter Agreement with
Bernco Inc. regarding exclusivity with
respect to Spot Shot stain remover 38
10.4 May 15, 1995 - Exclusive Distribution
Contract with Tadiran Electronics
Industries Inc. 39
10.5 June 2, 1995 - Exclusive Distribution
Contract with Smart Tools Limited 43
21 Subsidiaries 45
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
TREASURY INTERNATIONAL, INC.
------------------------------
(Registrant)
Date: December 19, 1996 By: James Hal
------------------------------
Name: James Hal
Title: Chief Executive Officer
(2)
EXHIBIT 2
SHARE PURCHASE & EXCHANGE AGREEMENT
THIS AGREEMENT made as of the 18th day of August, 1995
B E T W E E N:
ALL OF THE SHAREHOLDERS OF J.J.A.M.P.
TREASURY INTERNATIONAL CORP., a
corporatiON subject to the laws of
Canada,
(hereinafter called the "Vendors")
OF THE FIRST PART,
-and-
J.J.A.M.P. TREAsURy INTERNATIONAL CORP.,
a corporation subject to the laws of
Canada, (hereinafter called the
"Corporation")
OF THE SECOND PART,
- and -
TREASURY INTERNATIONAL, INC., a
corporation subject to the laws of the
State of Delaware,
(hereinafter called the "Purchaser")
OF THE THIRD PART.
WHEREAS the Vendors are prepared to sell, and the Purchaser is prepared to
purchase, the Purchased Shares, as later defined, on the terms and subject to
the conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements hereinafter contained, the amount of two dollars
($2.00) in lawful money of the United States now paid by each party hereto to
each of the other parties hereto and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each of the parties
hereto, it is agreed by and among the parties hereto as follows:
(3)
<PAGE>
ARTICLE ONE
DEFINITIONS
Section 1.01 Definitions: In this agreement unless there is something in the
subject matter or context inconsistent therewith, the following capitalized
words and terms shall have the following meanings:
(a) "Encumbrance" means and includes mortgages, charges, pledges, security
interests, liens, encumbrances, actions, claims, demands and equities
of any nature whatsoever or howsoever arising;
(b) "Person" means and includes any individual, corporation partnership,
firm, joint venture, syndicate, association, trust, government,
governmental agency or board or commission or authority, incorporated
association, incorporated syndication, incorporated organization and
other form of entity or organization; and
(c) Purchased Shares" means 40,119,060 common shares of the Corporation,
being all of the issued and outstanding shares of the Corporation, and
which have been issued as fully paid and non-assessable shares to the
Vendors according to the shareholders' list of the Corporation, and
corresponding share certificates, annexed hereto as Schedule "A".
ARTICLE TWO
PURCHASE AND SALE
OF THE PURCHASED SHARES
Section 2.01 Purchase and Sale: On the terms and subject to the conditions
herein contained, the Vendors hereby covenant and agree to sell, assign and
transfer the Purchased Shares to the Purchaser, and the Purchaser hereby
covenants and agrees to purchase the Purchased Shares from the Vendors, for the
purchase price stipulated in Section 2.02 hereof.
Section 2.02 Purchase Price: The Purchaser shall pay to each of the Vendors one
(1) common share in the capital of the Purchaser in exchange for five (5) common
shares of the Corporation held by such Vendor. Fractions of shares, if any,
resulting from said share exchange shall be rounded up to the next whole share.
The aggregate purchase price to all of the Vendors for the Purchased Shares
shall be eight million twenty three thousand eight hundred twelve (8,023,812)
common shares of the Purchaser. The said common shares of the Purchaser to be
paid to the Vendors have not been registered under the Securities Act of 1933
(the "Act") and are
(4)
<PAGE>
"restricted securities" as that term is defined in Rule 144 under the Act. The
shares may not be offered for sale, sold or otherwise transferred for a period
of two (2) years, except pursuant to an effective registration statement under
the Act or pursuant to an exemption from registration under the Act, the
availability of which is to be established to the satisfaction of the
Corporation.
ARTICLE THREE
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE VENDORS
Section 3.01 Representations, Warranties and Covenants: The Vendors hereby
represent, warrant and covenant, as the case may be, to the Purchaser and
confirm that the Purchaser is relying upon the accuracy of each and every one of
such representations and warranties and upon the performance of each and every
one of such covenants in connection with the purchase of the Purchased Shares:
(a) Right, Power and Authority of the Vendors to Sell the Purchased Shares: Each
of the Vendors has good right, full power and absolute authority to sell, assign
and transfer their respective Purchased Shares to the Purchaser in the manner
contemplated herein.
(b) Non-existence of Agreements to Dispose of or Issue Shares of the
Corporation: No Person has any agreement, option, understanding or commitment,
or any right or privilege, whether by law, pre-emptive or contractual, capable
of becoming an agreement, option or commitment, including convertible
securities, warrants or convertible obligations of any nature, for:
(i) the purchase, subscription, allotment or issuance of, or conversion
into, any of the unissued shares in the capital of the Corporation or
any securities of the Corporation; or
(ii) the purchase from the Vendors of any of the Purchased Shares.
(c) Approval of Third Parties: The Vendors are not under any obligation,
contractual or otherwise, to request or obtain the consent of any person, other
than the Corporation, to any of the transactions contemplated herein or any part
thereof or to the sale, transfer, assignment or delivery of any of the Purchased
Shares.
(d) Ownership of Purchased Shares: At Closing, each of the Vendors will own as a
shareholder of record and as a beneficial owner with a good and marketable title
thereto free and clear of any and all Encumbrances their respective issued
number of the
(5)
<PAGE>
Purchased Shares, according to the shareholders' list of the Corporation annexed
hereto as Schedule "A".
(e) Restricted Shares of Purchaser to be paid to Vendors: Each of the Vendors
hereby acknowledges and represents that he/she has been informed that the common
shares of the Purchaser to be paid to each of Vendors for the Purchased Shares
are restricted shares as further described in Section 2.02 above.
ARTICLE FOUR
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE PURCHASER
Section 4.01 Representations, Warranties and Covenants: The Purchaser hereby
represents, warrants and covenants, as the case may be, to the Vendors and
confirms that the Vendors are relying upon the accuracy of each and every one of
such representations and warranties and upon the performance of each and every
one of such covenants in connection with the sale of the Purchased Shares:
(a) Capital of the Purchaser: The authorized capital of the Purchaser consists
of 20,000,000 common shares, of which three (3) common shares are issued and
outstanding.
(b) Corporation in Good Standing: The Purchaser is duly organized and validly
subsisting in good standing under the laws of the State of Delaware and has the
full corporate power to conduct its business as such business is now being
conducted.
(c) No Claims: There are no claims, actions, suits, judgments or proceedings
pending against or affecting the Purchaser which will or may have a material
adverse effect on the Purchaser nor does the Purchaser know of any reasonable
grounds for the basis of any such claims, actions, suits, judgments or
proceedings.
ARTICLE FIVE
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE CORPORATION
Section 5.01 Material changes since Audited Financial Statements dated July 321,
1996: The Corporation represents and warrants that there have been no material
changes with respect to its operations from and including August 1, 1995 to and
including August 18, 1995.
Section 5.02 Number of Purchased Shares: The issued and
outstanding common shares of the Corporation represent all of the
issued and outstanding shares of the Corporation.
(6)
<PAGE>
ARTICLE SIX
SATISFACTION OF THE PURCHASE PRICE
Section 6.01 Satisfaction of the Purchase Price: The parties hereto acknowledge
that the purchase price for the Purchased Shares provided for in Section 2.02
hereof has been satisfied by the delivery by the Purchaser to the Vendors of
common shares of the Purchaser on a pro-rata basis of one common share of the
Purchaser for every five (5) common shares of the Corporation.
ARTICLE SEVEN
CLOSING
Section 7.01 Closings, Arrangements: Subject to the terms and conditions hereof,
the transaction contemplated in Article Two hereof shall be completed and closed
on August 18, 1995, at the Head Office of the Corporation at 1181 Finch Avenue
West, Unit 21, North York, Ontario, Canada M3J 2V8 at 16.00 p.m..
Section 7.02 Share Exchange: Upon Closing or as soon thereafter as practicable,
the Purchaser shall receive a single share certificate for 40,119,060 common
shares of the Corporation, being all of the issued and outstanding shares of the
Corporation, together with all of the cancelled common share certificates owned
by the Vendors, and each of the Vendors shall receive their pro-rata number of
common shares of the Purchaser on a basis of one (1) common share of the
Purchaser for five common shares of the Corporation, for a total of 8,023,812
common shares of the Purchaser.
ARTICLE EIGHT
MISCELLANEOUS
Section 8.01 Further Assurances: Each of the Vendors hereby covenants and agrees
that at any time and from time to time after the closing of the transaction
contemplated herein, each of the Vendors will, upon the request of the
Purchaser, do, execute, acknowledge and deliver or cause to be done, executed,
acknowledged and delivered all such further acts, deeds, assignments, transfers,
conveyances, powers of attorney and assurances as may be required for the better
carrying out and performance of all the terms of this agreement.
Section 8.02 Time: Time shall be of the essence of this agreement.
(7)
<PAGE>
Section 8.03 Titles: The titles to the articles, sections and certain other
provisions hereof have been inserted for ease of reference only and shall not
affect the construction or the interpretation of this agreement.
Section 8.04 Governing Law: This agreement shall be deemed to have been made in,
and shall be governed by, and be construed in accordance with the laws of the
State of Delaware.
Section 8.05 Successors and Assigns: This agreement shall be binding upon and
enure to the benefit of the parties hereto and their respective successors and
permitted assigns. Nothing herein express, or implied is intended to confer upon
any person, other than the parties hereto and their respective successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as
of the date first indicated above.
THE SHAREHOLDERS OF J.J.A.M.P. TREASURY INTERNATIONAL CORP.:
/s/ James Halioua
/s/ Albert Halioua /s/ Anna Halioua
/s/ Armand Bensimon /s/ Esther Bensimon
/s/ Lucy Bensimon /s/ Kitty Bahar
/s/ Mark Halioua /s/ Madelaine Halioua
/s/ Sam Oziel /s/ Renee Oziel
/s/ Robert Abourmad /s/ Nancy Abourmad
/s/ Howard Halpern /s/ Mary Halpern
/s/ Ralph Ohayon /s/ Vicki Ohayon
/s/ Nathalie Halioua /s/ Nathalie Bensimon
(8)
<PAGE>
/s/ David Bensimon /s/ Jack Benchetrit
/s/ Lucy Benchetrit /s/ Ari Benchetrit
/s/ Karen Benchetrit /s/ Albert Afriat
/s/ Sylvia Afriat /s/ Stan Afriat
/s/ Jason Afriat /s/ Mercedes Bensimon
/s/ Warren Essebag /s/ David Bensimon
/s/ Estrella Bensimon /s/ Simon Sabbah
/s/ Ruth Sabbah /s/ Sandy Sabbah
/s/ Jennifer Sabbah /s/ Haim Edery
/s/ Lilian Edery /s/ Elie Edery
/s/ Jeffrey Mechali /s/ Jeffrey Benchluch
/s/ Sandy Zisckind /s/ Brett Sammeroff
/s/ Ernie Fabrikis /s/ Lorraine Fabrikis
/s/ Cindy Pandolh /s/ Jimmy Suissa
/s/ Moknis Dadoun /s/ Claudio Pandolh
/s/ Carmen Pandolh /s/ Jeffrey Essebag
(9)
<PAGE>
J.J.A.M.P. TREASURY INTERNATIONAL CORP.:
Per: /s/ James Hal, President & CEO
Per: /s/ Robert Abourmad, Director
TREASURY INTERNATIONAL, INC.
Per: /s/ James Hal, President & CEO
Per: /s/ Robert Abourmad, Director
(10)
EXHIBIT 3(i)
CERTIFICATE OF INCORPORATION
OF
TREASURY INTERNATIONAL, INC.
The undersigned, being of legal age, in order to form a corporation under
and pursuant to the laws of the State of Delaware, does hereby set forth as
follows:
FIRST: The name of the corporation is
TREASURY INTERNATIONAL, INC.
SECOND: The address of the initial registered and principal office of
this corporation in this state is c/o United Corporate Services, Inc., 15 East
North Street, in the City of Dover, County of Kent, State of Delaware 19901 and
the name of the registered agent at said address is United Corporate Services,
Inc.
THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the corporation laws
of the State of Delaware.
FOURTH: The corporation shall be authorized to issue the following
shares:
Class Number of Shares Par Value
----- ---------------- ---------
COMMON 20,000,000 $.0001
(11)
<PAGE>
FIFTH: The name and address of the incorporator are as follows:
NAME ADDRESS
---- -------
Ray A. Barr 10 Bank Street White Plains, New York
SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and for further
definition, limitation and regulation of the powers of the corporation and of
its directors and stockholders:
(1) The number of directors of the corporation shall be such as from
time to time shall be fixed by, or in the manner provided in the by-laws.
Election of directors need not be by ballot unless the By-Laws so provide.
(2) The Board of Directors shall have power without the assent or vote
of the stockholders:
(a) To make, alter, amend, change, add to or repeal the By-Laws
of the corporation; to fix and vary the amount to be reserved for any proper
purpose; to authorize and cause to be executed mortgages and liens upon all or
any part of the property of the corporation; to determine the use and
disposition of any surplus or net profits; and to fix the times for the
declaration and payment of dividends.
(b) To determine from time to time whether, and to what times and
places, and under what conditions the accounts and books of the corporation
(other than the stock ledger) or any of them, shall be open to the inspection of
the stockholders.
(12)
<PAGE>
(3) The directors in their discretion may submit any contract or act
for approval or ratification at any annual meeting of the stockholders, at any
meeting of the stockholders called for the purpose of considering any such act
or contract, or through a written consent in lieu of a meeting in accordance
with the requirements of the General Corporation Law of Delaware as amended from
time to time, and any contract or act that shall be so approved or be so
ratified by the vote of the holders of a majority of the stock of the
corporation which is represented in person or by proxy at such meeting, (or by
written consent whether received directly or through a proxy) and entitled to
vote thereon (provided that a lawful quorum of stockholders be there represented
in person or by proxy) shall be as valid and as binding upon the corporation and
upon all the stockholders as though it had been approved, ratified, or consented
to by every stockholder of the corporation, whether or not the contract or act
would otherwise be open to legal attack because of directors' interest, or for
any other reason.
(4) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this certificate, and to any by-laws from time to time
made by the stockholders; provided, however, that no by-laws so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made.
(13)
<PAGE>
SEVENTH: No director shall be liable to the corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except with respect to (1) a breach of the director's duty of loyalty to the
corporation or its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law or (4) a
transaction from which the director derived an improper personal benefit, it
being the intention of the foregoing provision to eliminate the liability of the
corporation's directors to the corporation or stockholders to the fullest extent
permitted by Section 102 (b)(7) of the Delaware General Corporation Law, as
amended from time to time. The corporation shall indemnify to the fullest extent
permitted by Sections 102(b)(7) and 145 of the Delaware General Corporation Law,
as amended from time to time, each person that such Sections grant the
corporation the power to indemnify.
EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware, may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the
(14)
<PAGE>
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under the provisions of
Section 279 Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths (3/4) in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the corporation, as the case
may be, and also on this corporation.
NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
(15)
<PAGE>
IN WITNESS WHEREOF, the undersigned hereby executes this document and
affirms that the facts set forth herein are true under the penalties of perjury
this seventeenth day of August, 1995.
/s/ RAY A. BARR
-----------------------------
Ray A. Barr, Incorporator
(16)
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TREASURY INTERNATIONAL, INC.
The undersigned corporation, in order to amend its Certificate of
Incorporation, hereby certifies as follows:
FIRST: The name of the corporation is
TREASURY INTERNATIONAL, INC.
SECOND: The corporation hereby amends its Certificate of Incorporation
as follows:
The paragraph relating to the authorized shares is amended to increase
the authorized shares from 20,000,000 at $.0001 so as to read as follows:
"The corporation shall be authorized to issue the following shares:
Class Number of Shares Par Value
----- ---------------- ---------
COMMON 30,000,000 $.0001"
THIRD: The amendment effected herein was authorized by written consent
of the holders of a majority of the outstanding shares entitled to vote thereon;
written notice of this corporate action has been given to all shareholders
entitled to vote thereon who did not consent in writing to such action in
accordance with
(17)
<PAGE>
and as provided by Sections 228 and 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements
made herein are true under the penalties of perjury, this 1st day of February
1996.
/s/ James Hal
------------------------------
James Hal, President and Chief
Corporate Officer
(18)
EXHIBIT 3(ii)
BY-LAWS
OF
TREASURY INTERNATIONAL, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. - The registered office shall be established
and maintained at c/o United Corporate services, Inc., 15 East North Street,
Dover, Delaware 19901 and United Corporate Services, Inc. shall be the
registered agent of this corporation in charge thereof.
SECTION 2. OTHER OFFICES. - The corporation may have other offices, either
within or without the State of Delaware, at such place or places as the Board of
Directors may from time to time appoint or the business of the corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. - Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of meeting. In the event the
Board of Directors fails to so determine the time, date and place of meeting,
the annual meeting of stockholders shall be held at the registered office of the
corporation in Delaware.
If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At each annual
meeting, the stockholders entitled to vote shall elect a Board of Directors and
they may transact such other corporate business as shall be stated in the notice
of the meeting.
SECTION 2. OTHER MEETINGS. - Meetings of stockholders for any purpose other
than the election of directors may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting.
SECTION 3. VOTING. - Each stockholder entitled to vote in accordance with
the terms of the Certificate of Incorporation and in accordance with the
provisions of these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of
(19)
<PAGE>
stock entitled to vote held by such stockholder, but no proxy shall be voted
after three years from its date unless such proxy provides for a longer period.
Upon the demand of any stockholder, the vote for directors and the vote upon any
question before the meeting, shall be by ballot. All elections for directors
shall be decided by plurality vote; all other questions shall be decided by
majority vote except as otherwise provided by the Certificate of Incorporation
or the laws of the State of Delaware.
A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
SECTION 4. QUORUM. - Except as otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
In case a quorum shall not be present at any meeting, a majority in interest of
the stockholders entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to
vote shall be present. At any such adjourned meeting at which the requisite
amount of stock entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote the meeting.
SECTION 5. SPECIAL MEETINGS. - Special meetings of the stockholders for any
purpose or purposes may be called by the President or Secretary, or by
resolution of the directors.
SECTION 6. NOTICE OF MEETINGS. - Written notice, stating the place, date
and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the corporation, not less than ten nor
more than sixty
(20)
<PAGE>
days before the date of the meeting. No business other than that stated in the
notice shall be transacted at any meeting without the unanimous consent of all
the stockholders entitled to vote thereat.
SECTION 7. ACTION WITHOUT MEETING. - Unless otherwise provided by the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM. - The number of directors shall be three (3).
The directors shall be elected at the annual meeting of the stockholders and
each director shall be elected to serve until his successor shall be elected and
shall qualify. A director need not be a stockholder.
SECTION 2. RESIGNATIONS. - Any director, member of a committee or other
officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES - If the office of any director, member of a committee
or other officer becomes vacant, the remaining directors in office, though less
than a quorum by a majority vote, may appoint any qualified person to fill such
vacancy, who shall hold office for the unexpired term and until his successor
shall be duly chosen.
SECTION 4. REMOVAL. - Any director or directors may be removed either for
or without cause at any time by the affirmative vote of the holders of a
majority of all the shares of stock outstanding and entitled to vote, at a
special meeting of the stockholders called for the purpose and the vacancies
thus created may be filled, at the meeting held for the purpose of removal, by
the affirmative vote of a majority in interest of the stockholders entitled to
vote.
(21)
<PAGE>
SECTION 5. INCREASE OF NUMBER. - The number of directors may be increased
by amendment of these By-Laws by the affirmative vote of a majority of the
directors, though less than a quorum, or, by the affirmative vote of a majority
in interest of the stockholders, at the annual meeting or at a special meeting
called for that purpose, and by like vote the additional directors may be chosen
at such meeting to hold office until the next annual election and until their
successors are elected and qualify.
SECTION 6. POWERS. - The Board of Directors shall exercise all of the
powers of the corporation except such as are by law, or by the Certificate of
Incorporation of the corporation or by these By-Laws conferred upon or reserved
to the stockholders.
SECTION 7. COMMITTEES. - The Board of Directors may, by resolution or
resolutions passed by a majority of the whole board, designate one or more
committees, each committee to consist of two or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member or
such committee or committees, the member or members thereof present at any such
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the Board
of Directors, or in these By-Laws, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the corporation; and, unless the resolution, these By-Laws, or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock.
SECTION 8. MEETINGS. - The newly elected Board of Directors may hold their
first meeting for the purpose of organization and the transaction of business,
if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent, in
writing, of all the directors.
(22)
<PAGE>
Unless restricted by the incorporation document or elsewhere in these
By-laws, members of the Board of Directors or any committee designated by such
Board may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such meeting.
Regular meetings of the Board of Directors may be scheduled by a resolution
adopted by the Board. The Chairman of the Board or the President or Secretary
may call, and if requested by any two directors, must call special meeting of
the Board and give five days' notice by mail, or two days' notice personally or
by telegraph or cable to each director. The Board of Directors may hold an
annual meeting, without notice, immediately after the annual meeting of
shareholders.
SECTION 9. QUORUM. - A majority of the directors shall constitute a quorum
for the transaction of business. If at any meeting of the board there shall be
less than a quorum present, a majority of those present may adjourn the meeting
from time to time until a quorum is obtained, and no further notice thereof need
be given other than by announcement at the meeting which shall be so adjourned.
SECTION 10. COMPENSATION. - Directors shall not receive any stated salary
for their services as directors or as members of committees, but by resolution
of the board a fixed fee and expenses of attendance may be allowed for
attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.
SECTION 11. ACTION WITHOUT MEETING. - Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting, if prior to such action a written consent
thereto is signed by all members of the board, or of such committee as the case
may be, and such written consent is filed with the minutes of proceedings of the
board or committee.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. - The officers of the corporation shall be a
President, a Treasurer, and a Secretary, all of whom shall be elected by the
Board of Directors and who shall hold office until their successors are elected
and qualified. In addition, the Board of Directors may elect a Chairman, one or
more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as
they may deem proper. None of the officers of the
(23)
<PAGE>
corporation need be directors. The officers shall be elected at the first
meeting of the Board of Directors after each annual meeting. More than two
offices may be held by the same person.
SECTION 2. OTHER OFFICERS AND AGENTS. - The Board of Directors may appoint
such other officers and agents as it may deem advisable, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.
SECTION 3. CHAIRMAN. - The Chairman of the Board of Directors, if one be
elected, shall preside at all meetings of the Board of Directors and he shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.
SECTION 4. PRESIDENT. - The President shall be the chief executive officer
of the corporation and shall have the general powers and duties of supervision
and management usually vested in the office of President of a corporation. He
shall preside at all meetings of the stockholders if present thereat, and in the
absence or non-election of the Chairman of the Board of Directors, at all
meetings of the Board of Directors, and shall have general supervision,
direction and control of the business of the corporation. Except as the Board of
Directors shall authorize the execution thereof in some other manner, he shall
execute bonds, mortgages and other contracts in behalf of the corporation, and
shall cause the seal to be affixed to any instrument requiring it and when so
affixed the seal shall be attested by the signature of the Secretary or the
Treasurer or Assistant Secretary or an Assistant Treasurer.
SECTION 5. VICE-PRESIDENT. - Each Vice-President shall have such powers and
shall perform such duties as shall be assigned to him by the directors.
SECTION 6. TREASURER. - The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
corporation in such depositaries as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be ordered
by the Board of Directors, or the President, taking proper vouchers for such
disbursements. He shall render to the President and Board of Directors at the
regular meetings of the Board of Directors, or whenever they may request it, an
account of all his transactions as Treasurer and of the financial condition of
the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his
(24)
<PAGE>
duties in such amount and with such surety as the board shall prescribe.
SECTION 7. SECRETARY. - The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by the law or by these By-Laws, and in case of his absence or refusal
or neglect so to do, any such notice may be given by any person thereunto
directed by the President, or by the directors, or stockholders, upon whose
requisition the meeting is called as provided in these By-Laws. He shall record
all the proceedings of the meetings of the corporation and of the directors in a
book to be kept for that purpose, and shall perform such other duties as may be
assigned to him by the directors or the President. He shall have the custody of
the seal of the corporation and shall affix the same to all instruments
requiring it, when authorized by the directors or the President, and attest the
same.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. - Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.
ARTICLE V
MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK. - A certificate of stock, signed by the
Chairman or Vice-Chairman of the Board of Directors, if they be elected,
President or Vice-President, and the Treasurer or an Assistant Treasurer, or
Secretary or Assistant Secretary, shall be issued to each stockholder certifying
the number of shares owned by him in the corporation. When such certificates are
countersigned (1) by a transfer agent other than the corporation or its
employee, or, (2) by a registrar other than the corporation or its employee, the
signatures of such officers may be facsimiles.
SECTION 2. LOST CERTIFICATES. - A new certificate of stock may be issued in
the place of any certificate theretofore issued by the corporation, alleged to
have been lost or destroyed, and the directors may, in their discretion, require
the owner of the lost or destroyed certificate, or his legal representatives, to
give the corporation a bond, in such sum as they may direct, not exceeding
double the value of the stock, to indemnify the corporation against any claim
that may be made against it on account of the alleged loss of any such
certificate, or the issuance of any such new certificate.
SECTION 3. TRANSFER OF SHARES. - The shares of stock of the corporation
shall be transferrable only upon its books by the
(25)
<PAGE>
holders thereof in person or by their duly authorized attorneys or legal
representatives, and upon such transfer the old certificate shall be surrendered
to the corporation by the delivery thereof to the person in charge of the stock
and transfer books and ledgers, or to such other person as the directors may
designate, by whom they shall be cancelled, and new certificates shall thereupon
be issued. A record shall be made of each transfer and whenever a transfer shall
be made for collateral security, and not absolutely, it shall be so expressed in
the entry of the transfer.
SECTION 4. STOCKHOLDERS RECORD DATE. - In order that this corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any date, which shall not be more than sixty nor less than
ten days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjournment meeting.
SECTION 5. DIVIDENDS. - Subject to the provisions of the Certificate Of
Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.
SECTION 6. SEAL. - The corporate seal shall be circular in form and shall
contain the name of the corporation, the year of its creation and the words
"Corporate Seal, Delaware, 1995". Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
SECTION 7. FISCAL YEAR. - The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.
SECTION 8. CHECKS. - All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of the
corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.
(26)
<PAGE>
SECTION 9. NOTICE AND WAIVER OF NOTICE. - Whenever any notice is required
by these By-Laws to be given, personal notice is not meant unless expressly so
stated, and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, postage, prepaid, addressed to
the person entitled thereto at his address as it appears on the records of the
corporation, and such notice shall be deemed to have been given on the day of
such mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by Statute.
Whenever any notice whatever is required to be given under the provisions
of any law, or under the provisions of the Certificate of Incorporation of the
corporation of these By-Laws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE VI
AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal of By-Law or By-Laws to be made be
contained in the notice of such special meeting, by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the affirmative vote of a majority of the Board of Directors, at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors, if notice of the proposed alteration or repeal of By-Law or By-Laws
to be made, be contained in the notice of such special meeting.
ARTICLE VII
INDEMNIFICATION
No director shall be liable to the corporation or any of its stockholders
for monetary damages for breach of fiduciary duty as a director, except with
respect to (1) a breach of the director's duty of loyalty to the corporation or
its stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) liability which may be
specifically defined by law or (4) a transaction from which the director derived
an improper personal benefit, it being the intention of the foregoing provision
to eliminate the liability of the corporation's directors to the corporation or
its stockholders to the fullest extent permitted by law. The corporation shall
indemnify to the fullest extent permitted by law each person that such law
grants the corporation the power to indemnify.
(27)
EXHIBIT 4
TREASURY INTERNATIONAL, INC.
1995 STOCK OPTION PLAN
(As adopted by the Board of Directors and Shareholders on the 18th day of
August, 1995.)
1. Purposes.
The Treasury International, Inc.'s 1995 Stock Option Plan (the "Plan") is
intended to attract and retain the best available personnel for positions of
substantial responsibility with Treasury International, Inc., a Delaware
corporation (the "Company"), and its subsidiaries, if any, and to provide
additional incentive to such persons to exert their maximum efforts toward the
success of the Company. The Plan is also intended to provide and encourage stock
ownership by officers, directors, employees and consultants of the Company and
to afford such persons the right to increase their proprietary interest in the
Company. The above aims will be effectuated through the granting of certain
options ("Options") to purchase shares of the Company's common stock, par value
$.0001 per share (the "Common Stock"). Under the Plan, the Company may grant
"incentive stock options" ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or Options which are not
intended to be ISOs ("Non-Qualified Options").
2. Administration of the Plan.
The Plan shall be administered by a committee (the "Committee") consisting
of at least one (1) person, appointed by the Board of Directors of the Company
(the "Board of Directors"). Within the limits of the express provisions of the
Plan, the Committee shall have the authority, in its discretion, to take the
following actions under the Plan:
(a) to determine the individuals to whom, and the time or times at which,
Options shall be granted, the number of shares of Common Stock to be subject to
each of the Options and whether such Options shall be ISOs or Non-Qualified
Options;
(b) to interpret the Plan;
(c) to prescribe, amend and rescind rules and regulations relating to the
Plan;
(d) to determine the terms and provisions of the respective stock option
agreements granting Options, including the date or dates upon which Options
shall become exercisable, which terms need not be identical;
(28)
<PAGE>
(e) to accelerate the vesting of any outstanding Options; and
(f) to make all other determinations and take all other actions necessary
or advisable for the administration of the Plan.
In making such determinations, the Committee may take into account the
nature of the services rendered by such individuals, and such other factors as
the Committee, in its discretion, shall deem relevant. An individual to whom an
Option has been granted under the Plan is referred to herein as an "Optionee".
The Committee's determinations on the matters referred to in this Section 2
shall be conclusive.
3. Shares Subject to the Plan.
(a) The total number of shares of Common Stock for which Options may be
granted under the Plan shall be 10,000,000.
(b) The Company shall at all times while the Plan is in force reserve such
number of shares of Common Stock as will be sufficient to satisfy the
requirements of outstanding Options. The shares of Common Stock to be issued
upon exercise of Options shall be authorized and unissued or reacquired shares
of Common Stock.
(c) The shares of Common Stock relating to the unexercised portion of any
expired, terminated or cancelled Option shall thereafter be available for the
grant of new Options under the Plan.
4. Eligibility.
(a) Options may be granted under the Plan only to directors, employees and
consultants of the Company or any "subsidiary corporation" of the Company within
the meaning of Section 424(f) of the Code (a "Subsidiary"). The term "Company"
when used in the context of an Optionee's employment, shall be deemed to include
the Company and its Subsidiaries.
(b) Nothing contained in the Plan shall be construed to limit the right of
the Company to grant stock options otherwise than under the Plan for proper
corporate purposes.
5. Terms of Options.
The terms of each Option granted under the Plan shall be determined by the
Committee consistent with the provisions of the Plan, including the following:
(a) The purchase price of the shares of Common Stock subject to each Option
shall be fixed by the Committee, in its discretion, at the time such Option is
granted; provided, however, that in no event shall such purchase price be less
than the Fair Market Value
(29)
<PAGE>
(as defined in paragraph (g) of this Section 5) of the shares of Common Stock as
of the date such Option is granted.
(b) The dates on which each Option (or portion thereof) shall be
exercisable shall be fixed by the Committee, in its discretion, at the time such
Option is granted.
(c) The expiration of each Option shall be fixed by the Committee, in its
discretion, at the time such Option is granted; provided, however, that no
Option shall be exercisable after the expiration of ten (10) years from the date
of its grant and each Option shall be subject to earlier termination as
determined by the Committee, in its discretion, at the time such Option is
granted.
(d) Options shall be exercised by the delivery to the Company at its
principal office or at such other address as may be established by the Committee
(Attention: Corporate Secretary) of written notice of the number of shares of
Common Stock with respect to which the Option is being exercised accompanied by
payment in full of the purchase price of such shares. Unless otherwise
determined by the Committee at the time of grant, payment for such shares may be
made (i) in cash, (ii) by certified check or bank cashier's check payable to the
order of the Company of shares of Common Stock having a Fair Market Value equal
to such purchase price, (iii) by delivery to the Company of shares of Common
Stock having a Fair Market Value equal to such purchase price, (iv) at the
discretion of the Committee, by simultaneously exercising Options and selling
the shares of Common Stock acquired thereby, pursuant to a brokerage or similar
arrangement approved by the Committee, and using the proceeds as payment of such
purchase price, or (v) by any combination of the methods of payment described in
(i) through (iv) above.
(e) An Optionee shall not have any of the rights of a holder of the Common
Stock with respect to the shares of Common Stock subject to an Option until such
shares are issued to such Optionee upon the exercise of such Option.
(f) An option shall not be transferable, except by will or the laws of
descent and distribution, and during the lifetime of an Optionee, may be
exercised only by the Optionee. No Option granted under the Plan shall be
subject to execution, attachment or other process.
(g) For purposes of the Plan, the Fair Market Value of the Common Stock as
of any date shall be as determined by the Committee and such determination shall
be binding upon the Company and upon the Optionee. The Committee may make such
determination (i) if the Common Stock is not then listed and traded upon a
recognized securities exchange, upon the basis of the mean between the bid and
asked quotations on the relevant date (as reported by a recognized stock
quotation service) or, if there are no such bid or asked
(30)
<PAGE>
quotations on the relevant date, then upon the basis of the mean between the bid
and asked quotations on the date nearest the relevant date or (ii) in case the
Common Stock is quoted on the National Association of Securities Dealers
Automated Quotation System National Market System ("NASDAQNMS") or listed on one
or more national securities exchanges, the Fair Market Value of the Common Stock
as of any date shall be deemed to be the mean between the highest and lowest
sale prices of the Common Stock reported on the NASDAQ-NMS or the principal
national securities exchange on which the Common Stock is listed and traded on
the immediately preceding date, or, if there is no such sale on that date, then
on the last preceding date, on which such a sale was reported.
6. Special Provisions Applicable to ISOs.
The following special provisions shall be applicable to ISOs granted under
the Plan.
(a) No ISOs shall be granted under the Plan after ten (10) years from the
earlier of (i) the date the Plan is adopted, or (ii) the date the Plan is
approved by the Company's shareholders as provided in Section 10 hereof.
(b) If an ISO is granted to a person who owns stock possessing more than
10% of the total combined voting power of all classes of stock of the Company,
the purchase price of the shares subject to the Option shall not be less than
110% of the Fair Market Value of such shares as of the date such Option is
granted.
(c) If the aggregate Fair Market Value of the Common Stock with respect to
which ISOs are exercisable for the first time by any Optionee during a calendar
year exceeds $100,000, such ISOs shall be treated, to the extent of such excess,
as Non-Qualified Options. For purposes of the preceding sentence, the Fair
Market Value of the Common Stock shall be determined at the time the ISOs
covering such shares were granted.
7. Adjustment upon Changes in Capitalization.
(a) In the event that the outstanding shares of Common Stock are changed by
reason of reorganization, reclassification, stock split, combination or exchange
of shares and the like, or dividends payable in shares of Common Stock, an
appropriate adjustment shall be made by the Committee in the aggregate number of
shares of Common Stock available under the Plan and in the number of shares of
Common Stock and price per share of Common Stock subject to outstanding Options.
If the Company shall be sold, reorganized, consolidated, taken private, or
merged with another corporation, or if all or substantially all of the assets of
the Company shall be sold or exchanged (a "Corporate Event"), an Optionee shall
at the time of issuance of the stock under such Corporate Event be entitled to
receive upon the exercise of his Option the same number
(31)
<PAGE>
and kind of shares of stock or the same amount of property, cash or securities
as he would have been entitled to receive upon the occurrence of any such
Corporate Event as if he had been, immediately prior to such event, the holder
of the number of Common Stock covered by his Option, provided, however, that the
Committee may, in its discretion, (i) accelerate the exercisability of
outstanding Options, and shorten the term thereof, to any date prior to the
occurrence of such Corporate Event, or (ii) provide for the cancellation of
outstanding Options in exchange for cash equal to the aggregate in-the-money
value of such Options at the time of such Corporate Event, as determined in its
discretion.
(b) Any adjustment under this Section 7 in the number of shares of Common
Stock subject to Options shall apply proportionately to only the unexercised
portion of any Option granted hereunder. If fractions of a share would result
from any such adjustment, the adjustment shall be revised to the next lower
whole number of shares.
8. Further Conditions of Exercise.
Unless prior to the exercise of an Option the shares of Common Stock
issuable upon such exercise are the subject of a registration statement filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Securities Act"), and there is then in effect a
prospectus filed as part of such registration statement meeting the requirements
of Section 10(a)(3) of the Securities Act, the notice of exercise with respect
to such Option shall be accompanied by a representation or agreement of the
Optionee to the Company to the effect that such shares are being acquired for
investment only and not with a view to the resale or distribution thereof, or
such other documentation as may be required by the Company, unless, in the
opinion of counsel to the Company, such representation, agreement or
documentation is not necessary to comply with the Securities Act.
9. Termination, Modification and Amendment.
(a) The Plan (but not Options previously granted under the Plan) shall
terminate ten (10) years from the date of its adoption by the Board of
Directors, and no Option shall be granted after termination of the Plan.
(b) The Plan may at any time be terminated or, from time to time, be
modified or amended by the Board of Directors; provided, however, that the Board
of Directors shall not, without approval by the affirmative vote of the holders
of a majority of the shares of the capital stock of the Company present in
person or by proxy and entitled to vote at a meeting duly held in accordance
with Delaware law, (i) increase (except as provided by Section 7) the maximum
number of shares of Common Stock as to which Options may be granted under the
Plan, (ii) reduce the minimum purchase price at which
(32)
<PAGE>
Options may be granted under the Plan, or (iii) change the class of persons
eligible to receive Options under the Plan.
(c) No termination, modification or amendment of the Plan may adversely
affect the rights conferred by any Options without the consent of the affected
Optionee.
10. Effectiveness of the Plan.
The Plan shall become effective upon adoption by the Board of Directors of
the Company, subject to the approval by the shareholders of the Company. Options
may be granted under the Plan prior to receipt of such approval, provided that,
in the event such approval is not obtained, the Plan and all Options granted
under the Plan shall be null and void and of no force and effect.
11. Not a Contract of Employment.
Nothing contained in the Plan or in any stock option agreement executed
pursuant hereto shall be deemed to confer upon any Optionee any right to remain
in the employ of the Company or any Subsidiary.
12. Governing Law.
The Plan shall be governed by the laws of the State of Delaware without
reference to principles of conflict of laws thereof.
13. Withholding.
As a condition to the exercise of any Option, the Committee may require
that an Optionee satisfy, through withholding from other compensation or
otherwise, the full amount of federal, state and local income taxes required to
be withheld in connection with such exercise.
(33)
EXHIBIT 10.1
EXCLUSIVITY CONTRACT
DATE: JANUARY 3, 1995
BETWEEN: JJAMP TREASURY INTERNATIONAL CORP.,
1181 FINCH AVE WEST UNIT 21
NORTH YORK, ONTARIO M3J-2VB
AND: NATIONAL HOME PRODUCTS LTD.
IT IS MUTUALLY AGREED BETWEEN JJAMP TREASURY INTERNATIONAL CORP., HEREINAFTER
CALLED "THE AGENT" AND NATIONAL HOME PRODUCTS, HEREINAFTER CALLED "THE
SUPPLIERS", THAT:
1. THE SUPPLIERS HEREBY APPOINTS THE AGENT, AND THE AGENT HEREBY AGREES TO ACT
FOR THE SUPPLIERS, AS EXCLUSIVE AND SOLE DISTRIBUTOR FOR THE SALE OF ITS IDEAL
BAND-AIDS, THAT CAN BE SOLD IN THE AGENT'S TERRITORY.
2. THE TERRITORY COVERED BY THIS AGREEMENT WILL BE THE ENTIRE COUNTRY OF
BRAZIL AND ANY OTHER COUNTRIES THAT MAY BE MUTUALLY AGREED.
3. THIS AGREEMENT IS EFFECTIVE FOR 24 MONTHS FROM DATE OF THIS AGREEMENT AND
MAY BE CANCELLED BY EITHER PARTY UPON 60 DAYS WRITTEN NOTICE, FOR
NONPERFORMANCE. THIS AGREEMENT HOWEVER BECOMES AUTOMATICALLY RENEWABLE AT ITS
ANNIVERSARY, IF STILL IN EFFECT.
4. FURTHER, IN THE EVENT OF TERMINATION SHOULD THE SUPPLIERS NEED TO APPOINT
ANOTHER AGENT OR REPRESENTATIVE IN THE TERRITORY TO SERVICE THE EXISTING
CONTRACTS INITIATED BY THE AGENT, THEN THE ARRANGEMENTS AFORMENTIONED SHALL BE
RENEGOTIATED TO THE MUTUAL SATISFACTION OF BOTH PARTIES (AGENT AND SUPPLIERS).
5. THE SUPPLIERS HEREBY WARRANT TO THE AGENT THAT IT SHALL NOT APPROACH OR
SOLICIT ANY BUSINESS TRANSACTION WITH ANY CLIENT THAT THE AGENT HAS INTRODUCED
TO THE SUPPLIERS, WITHOUT PREVIOUS CONSENT, IN THE COUNTRY OF BRAZIL.
6. THE SUPPLIERS HEREBY WARRANT TO THE AGENT THAT IT SHALL INFORM AND/OR
PROVIDE COPIES OF ANY CORRESPONDENCE BETWEEN THE SUPPLIERS AND ANY CLIENT OR
CONTACT IN THE COUNTRY OF BRAZIL, WHETHER INTRODUCED BY THE AGENT TO THE
SUPPLIERS OR NOT.
(34)
<PAGE>
APPLICABLE LAW
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE PROVINCE OF ONTARIO.
SIGNED ON THIS 3RD DAY OF JANUARY, 1995 BY:
/s/ Jim Bensimon
- ------------------------------------------
JJAMP TREASURY INTERNATIONAL CORP. (AGENT)
ACCEPTED BY
/s/ Martin Maxwell
- ------------------------------------------
NATIONAL HOME PRODUCTS LTD. (SUPPLIER)
(35)
EXHIBIT 10.2
EXCLUSIVITY CONTRACT
DATE: MARCH 2, 1995
BETWEEN: JJAMP TREASURY INTERNATIONAL CORP.,
1181 FINCH AVE WEST UNIT 21
NORTH YORK, ONTARIO M3J-2VB
AND: MANICARE DIVISION/AAI
CRANSTON, RI 02920-8597
IT IS MUTUALLY AGREED BETWEEN JJAMP TREASURY INTERNATIONAL CORP., HEREINAFTER
CALLED "THE AGENT" AND MANICARE DIVISION/AAI, HEREINAFTER CALLED "THE SUPPLIER",
THAT:
1. THE SUPPLIER HEREBY APPOINTS THE AGENT, AND THE AGENT HEREBY AGREES TO ACT
FOR THE SUPPLIER, AS EXCLUSIVE AND SOLE DISTRIBUTOR FOR THE SALE OF ITS ENTIRE
PRODUCT LINE, THAT CAN BE SOLD IN THE AGENT'S TERRITORY.
2. THE TERRITORY COVERED BY THIS AGREEMENT WILL BE THE ENTIRE COUNTRY OF
BRAZIL.
3. THIS AGREEMENT IS EFFECTIVE FOR 24 MONTHS FROM DATE OF THIS AGREEMENT AND
MAY BE CANCELLED BY EITHER PARTY UPON 120 DAYS WRITTEN NOTICE, FOR
NONPERFORMANCE. THIS AGREEMENT HOWEVER BECOMES AUTOMATICALLY RENEWABLE AT ITS
ANNIVERSARY, IF STILL IN EFFECT.
4. SHOULD THIS AGREEEMNT BE TERMINATED, THE SUPPLIER AGREES NOT TO APPROACH OR
CONDUCT ANY FORM OF BUSINESS WITH ANY INDIVIDUAL, COMPANY, OR BUSINESS ENTITY IN
BRAZIL FOR A PERIOD OF 3 YEARS.
5. FURTHER, IN THE EVENT OF TERMINATION SHOULD THE SUPPLIER NEED TO APPOINT
ANOTHER AGENT OR REPRESENTATIVE IN THE TERRITORY TO SERVICE THE EXISTING
CONTRACTS INITIATED BY THE AGENT, THEN THE ARRANGEMENTS AFORMENTIONED SHALL BE
RENEGOTIATED TO THE MUTUAL SATISFACTION OF BOTH PARTIES (AGENT AND SUPPLIER).
6. THE SUPPLIER HEREBY WARRANTS TO THE AGENT THAT IT SHALL NOT APPROACH OR
SOLICIT ANY BUSINESS TRANSACTION WITH ANY CLIENT THAT THE AGENT HAS INTRODUCED
TO THE SUPPLIER, WITHOUT PREVIOUS CONSENT, IN THE COUNTRY OF BRAZIL.
7. THE SUPPLIER HEREBY WARRANTS TO THE AGENT THAT IT SHALL INFORM AND/OR
PROVIDE COPIES OF ANY CORRESPONDENCE BETWEEN THE SUPPLIER AND ANY CLIENT OR
CONTACT IN THE COUNTRY OF BRAZIL, WHETHER INTRODUCED BY THE AGENT TO THE
SUPPLIER OR NOT.
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<PAGE>
APPLICABLE LAW
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF RHODE ISLAND.
SIGNED ON THIS 8TH DAY OF MARCH, 1995 BY:
/s/ James Hal
- ------------------------------------------
JJAMP TREASURY INTERNATIONAL CORP. (AGENT)
ACCEPTED BY
/s/ Gerald M. Campanella, President
- ------------------------------------------
MANICARE DIVISION/AAI
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EXHIBIT 10.3
March 15, 1995
Treasury International Corp
1181 Finch Ave West
Unit # 21
North-York, Ontario
M3J-2V8
Dear Mr. Bensimon;
WE ARE PLEASED TO CONFIRM THAT BERNCO INC. SHALL GRANT TO TREASURY INTERNATIONAL
CORP (TIC) EXCLUSIVITY ON THE SALE OF "SPOT SHOT STAIN REMOVER" FOR THE COUNTRY
OF BRASIL AND FOR ANY OTHER COUNTRIES IN SOUTH AMERICA THAT BOTH PARTIES MAY
MUTUALLY AGREE.
THIS EXCLUSIVITY SHALL REMAIN IN FULL FORCE AND EFFECT FROM MARCH 15, 1995 TO
JULY 31, 1996 AND MAY BE RENEWED AFTER THAT DATE PROVIDED THAT BOTH PARTIES
AGREE THAT THE SALE OF THE PRODUCT BY TIC AND THE QUANTITIES OF PRODUCT ORDERED
FROM BERNCO INC. DURING THE ORIGINAL PERIOD HAVE BEEN MUTUALLY BENEFICIAL.
THE MINIMUM ORDER DURING THIS ONE YEAR PERIOD SHALL BE ONE CONTAINER (17,000
CANS) TO BE PURCHASED BY DECEMBER 1995 FAILING WHICH THIS AGREEMENT MAY BE
CANCELLED BY EITHER PARTY UPON 60 DAYS NOTICE.
YOURS VERY TRULY,
AGREED AND ACCEPTED IN MONTREAL,
THIS 15TH DAY OF MARCH 1995
BERNCO INC. TREASURY INTERNATIONAL CORP
PER: PER:
/S/ JEREMY LEVINE /S/ JIM BENSIMON
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EXHIBIT 10.4
EXCLUSIVITY CONTRACT
DATE: MAY 15, 1995
BETWEEN: JJAMP TREASURY INTERNATIONAL CORP.,
1181 FINCH AVE WEST UNIT 21
NORTH YORK, ONTARIO M3J-2VB
AND: TADIRAN ELECTRONIC INDUSTRIES INC.
IT IS MUTUALLY AGREED BETWEEN JJAMP TREASURY INTERNATIONAL CORP., HEREINAFTER
CALLED "THE AGENT" AND TADIRAN ELECTRONICS INC. CALLED "THE SUPPLIERS", THAT:
1. THE SUPPLIERS HEREBY APPOINTS THE AGENT, AND THE AGENT HEREBY AGREES TO ACT
FOR THE SUPPLIERS, AS EXCLUSIVE AND SOLE DISTRIBUTOR FOR THE SALE OF ITS
CIVILIAN ALKALINE BATTERIES, THAT CAN BE SOLD IN THE AGENT'S TERRITORY.
2. THE TERRITORY COVERED BY THIS AGREEMENT WILL BE BRAZIL, ARGENTINA AND ANY
OTHER TERRITORIES MUTUALLY ACCEPTED BY BOTH PARTIES.
3. THIS AGREEMENT IS EFFECTIVE FOR 24 MONTHS FROM DATE OF THIS AGREEMENT AND
MAY BE CANCELLED BY EITHER PARTY UPON 60 DAYS WRITTEN NOTICE. THIS AGREEMENT
HOWEVER, BECOMES AUTOMATICALLY RENEWABLE AT ITS ANNIVERSARY, IF STILL IN EFFECT.
4. FURTHER, IN THE EVENT OF TERMINATION SHOULD THE SUPPLIERS NEED TO APPOINT
ANOTHER AGENT OR REPRESENTATIVE IN THE TERRITORY TO SERVICE THE EXISTING
CONTRACTS INITIATED BY THE AGENT, THEN THE ARRANGEMENTS AFORMENTIONED SHALL BE
RENEGOTIATED TO THE MUTUAL SATISFACTION OF BOTH PARTIES (AGENT AND SUPPLIERS AND
IN ACCORDANCE WITH GOOD FAITH).
5. AGENT EXPENSES
AGENT WILL PAY ALL OF ITS OWN EXPENSES AND THOSE OF ITS EMPLOYEES AND AGENTS AND
WILL PROVIDE ADEQUATE PERSONNEL AND INSURANCE INCLUDING, BUT NOT LIMITED TO,
PRODUCT LIABILITY INSURANCE. IN NO EVENT WILL TADIRAN BE LIABLE TO AGENT FOR ANY
PROFIT OR OTHER SUMS, AND AGENT'S PROFITS ON THE PRODUCTS WILL BE DERIVED SOLELY
FROM ITS MARK-UP OF THE SALES PRICE.
6. DISCONTINUANCE OF PRODUCTION
TADIRAN RESERVES THE RIGHT IN ITS ABSOLUTE DISCRETION WITHOUT INCURRING ANY
LIABILITY TO AGENT WITH RESPECT TO ANY PURCHASE ORDER PLACED BY THE AGENT AND
APPROVED BY TADIRAN, OR OTHERWISE, TO DISCONTINUE ITS PRODUCTION, SALE AND
DISTRIBUTION OF ANY OF THE
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<PAGE>
PRODUCTS OF SUCH DISCONTINUANCE. WHERE FEASIBLE HOWEVER TADIRAN WILL ENDEAVOUR
TO PROVIDE AGENT WITH ADVANCE NOTICE.
7. WARRANTY
TADIRAN GUARANTEES PRODUCTS AGAINST FAULTY MATERIALS OR WORKMANSHIP FOR A PERIOD
OF ONE YEAR FROM SHIPMENT; PROVIDED HOWEVER THAT SUCH WARRANTY SHALL NOT APPLY
IF PRODUCTS HAVE BEEN HANDLED OR STORED OTHER THAN IN ACCORDANCE WITH TADIRAN'S
STORAGE INSTRUCTIONS OR HAVE BEEN SUBJECTED TO MISUSE, NEGLECT, ACCIDENT OR
MODIFICATION. TADIRAN'S SOLE OBLIGATION UNDER THIS WARRANTY IS TO REPLACE THE
FAULTY PRODUCT OR CREDIT THE AGENT WITH THE ORIGINAL PURCHASE PRICE. RETURN
SHIPMENT OF THE FAULTY PRODUCT SHALL BE AT AGENT'S EXPENSE AND ONLY UPON
TADIRAN'S WRITTEN APPROVAL.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL,
WRITTEN, EXPRESS IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL TADIRAN BE LIABLE FOR DIREDT DAMAGES OR FOR BUSINESS EXPENSES, LOSS OF
PROFITS, INCIDENT, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND
REGARDLESS OF WHETHER TADIRAN HAS BEEN ADVISED THEREOF IN ADVANCE.
AGENT IS NOT AUTHORIZED TO, AND SHALL NOT MAKE REPRESENTATION OR ASSUME FOR
TADIRAN ANY OBLIGATIONS OR LIABILITIES IN CONNECTION WITH THE SALE OF THE
PRODUCTS. PRODUCTS SOLD, BUT NOT PRODUCED OR MANUFACTURED BY TADIRAN OR ITS
AFFILIATES, ARE WARRANTED ONLY INSOFAR AS, AND TO THE EXTENT THE WARRANTY OF THE
MANUFACTURER APPLIES.
8. RELATIONSHIP OF PARTIES
THERE SHALL BE NO EMPLOYER - EMPLOYEE RELATIONSHIP BETWEEN TADIRAN AND AGENT.
AGENT IS AN INDEPENDENT CONTRACTOR ACTING FOR ITS OWN ACCOUNT, AND ITS AGENTS
AND EMPLOYEES ARE IN NO WAY THE LEGAL REPRESENTATIVE OR AGENTS OF TADIRAN FOR
ANY PRUPOSE WHATSOEVER AND HAVE NO RIGHT OR AUTHORITY TO ASSUME OR CREATE, IN
WRITING OR OTHERWISE, ANY OBLIGATION OF ANY KIND, EXPRESS OR IMPLIED, IN THE
NAME OR ON BEHALF OF TADIRAN.
9. INDEMNIFICATION AND LIMITATION OF LIABILITY
INDEMNIFICATION: AGENT WILL INDEMNIFY TADIRAN IN RESPECT OF, AND HOLD TADIRAN
HARMLESS AGAINST, ALL CLAIM, AMOUNTS PAID IN SETTLEMENT, ATTORNEYS' FEES,
DISCOVERY AND LITIGATION COSTS, EXPENSES, LOSSES AND DAMAGES, HOWSOEVER CAUSED,
ARISING FROM (i) ANY CLAIM OF A THIRD PARTY THAT AGENT MISREPRESENTED ITS
AUTHORITY, OR MADE ANY CONTRACTUAL COMMITMENT NOT EXPRESSLY AUTHROIZED UNDER
THIS AGREEMENT, AND (ii) ANY ACT OR OMISSION OF AGENT, ITS EMPLOYEES, AGENTS,
REPRESNTATIVES OR OFFICERS. IF REQUESTED BY TADIRAN, AGENT AT ITS OWN EXPENSE,
WILL DEFEND ALL SUITS AND PROCEEDINGS THAT MAY BE INSTITUTED AGAINST TADIRAN IN
RESPECT OF ANY LIABILITY OR MATTER AS TO WHICH AGENT IS REQUIRED TO INDEMNIFY
TADIRAN UNDER THIS SECTION, AND WILL PAY ALL DAMAGES AND OTHER SUMS FINALLY
AWARDED AGAINST TADIRAN IN ANY SUCH SUIT OR PROCEEDING.
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<PAGE>
10. LIMITATION OF LIABILITY
EXCEPT AS OTHERIWSE EXPRESSLY SET FORTH HEREIN, TADIRAN'S SOLE OBLIGATION UNDER
THIS AGREEMENT WILL BE TO SELL PRODUCTS TO AGENT ON THE TERMS AND CONDITIONS
PROVIDED FOR HEREIN. IN NO EVENT WILL TADIRAN BE LIABLE TO AGENT FOR ANY DIRECT
DAMAGES OR ANY BUSINESS EXPENSES, LOSS OF PROFITS OR INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED.
11. FORCE MAJEURE
BOTH PARTIES SHALL USE ALL EFFORTS TO PERFORM THEIR OBLIGATIONS UNDER THIS
AGREEMENT, BUT SHALL BE EXCUSED FOR FAILURE TO PEROFRM OR FOR DELAY IN
PERFORMANCE HEREUNDER DUE TO CAUSES BEYOND THE REASONABLE CONTROL OF EITHER,
INCLUDING THE INABILITY OF TADIRAN TO OBTAIN NECESSARY LABOUR MATERIALS. THUS,
PRODUCTS ARE ORDERED BY AGENT AND TADIRAN DOES NOT HAVE SUFFICIENT STOCK TO FILL
THE ORDER, OR FOR ANY REASON DEEMS THAT IT CANNOT FILL THE ORDER IN ITS USUAL
COURSE OF BUSINESS, TADIRAN MAY, AT ITS OPTION AND WITHOUT ANY LIABILITY (i) NOT
FILL THE ORDER, (ii) ALLOCATE PROUDCTS AS TO WHICH THERE IS A SHORTAGE AMONG ITS
AGENTS, CUSTOMERS AND AGENTS IN ANY REASONABLE MANNER, (iii) ACCEPT THE ORDER ON
SUCH CONDITIONS AS IT MAY DEEM APPROPRIATE. IF TADIRAN AGREES TO FILL THE ORDER,
BUT FOR ANY REASON BEYOND ITS REASONABLE CONTROL INCLUDING, WITHOUT LIMITATION,
INVENTOPRY SHROTAGES, WORK SLOWDOWNS OR STOPPAGES, IS UNABLE TO FILL THE ORDER
OR MAKE DELIVERY OF THE PRODUCTS ORDERD BY AGENT, TADIRAN WILL HAVE NO LIABILITY
TO DISTRIBUTE IN RESPECT OF SUCH ORDER.
12. TERMINATION
DURING THE INITIAL TERM OF THIS AGREEMENT OR ANY RENEWAL THEREOF, THIS AGREEMENT
MAY BE TERMINATED AS FOLLOWS:
(i) BY EITHER PARTY WITHOUT CAUSE OR LIABILITY (EXCEPT FOR OUTSTANDING ORDERS)
BY GIVING WRITTEN NOTICE OF TERMINATION TO THE OTHER PARTY NO LESS THAN 60 DAYS
PRIOR TO THE PROPOSED TERMINATION DATE;
(ii) BY EITHER PARTY, IMMEDIATELY ON WRITTEN NOTICE, IF (A) THE OTHER PARTY
SHALL BREACH ANY MATERIAL PROVISION HEREOF OF (B) THE OTHER PARTY CEASES TO
FUNCTION AS A GOING CONCERN, OR CEASES TO CONDUCT ITS BUSINESS IN THE NORMAL
COURSE, OR A RECEIVER IS APPOINTED OR APPLEID FOR WITH RESPECT TO THE OTHER
PARTY OR ITS PROPERTY OR PETITION IN BANKRUPTCY IS FILED BY OR AGAINST THE OTHER
PARTY, OR IT MAKES AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS;
(iii) BY TADIRAN, IMMEDIATELY ON WRITTEN NOTICE, IN THE EVENT THAT AGENT
ATTEMPTS TO ASSIGN THIS AGREEMENT OR ANY RIGHTS HEREUNDER WITHOUT TADIRAN'S
PRIOR WRITTEN CONSENT, OR THERE IS A CHANGE OF MANAGEMENT OF AGENT WHICH IS
UNACCEPTABLE TO TADIRAN.
13. THE SUPPLIERS HEREBY WARRANT TO THE AGENT THAT IT SHALL NOT APPROACH OR
SOLICIT ANY BUSINESS TRANSACTION WITH ANY CLIENT THAT THE AGENT HAS INTRODUCED
TO THE SUPPLIERS, WITHOUT PREVIOUS
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<PAGE>
CONSENT, IN THE TERRITORY AS DEFINED IN PARAGRAPH TWO, AS LONG AS THIS CONTRACT
IS IN EFFECT.
14. THE SUPPLIERS HEREBY WARRANT TO THE AGENT THAT IT SHALL INFORM AND/OR
PROVIDE COPIES OF ANY CORRESPONDENCE BETWEEN THE SUPPLIERS AND ANY CLIENT OR
CONTACT IN THE TERRITORIES, WHETHER INTRODUCED BY THE AGENT TO THE SUPPLIERS OR
NOT.
APPLICABLE LAW
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE PROVINCE OF ONTARIO.
SIGNED ON THIS 15TH DAY OF MAY, 1995 BY:
/s/ James Hal
- ---------------------------------------------
JJAMP TREASURY INTERNATIONAL CORP. (AGENT)
ACCEPTED BY
/s/ Sol Jacobs
- ---------------------------------------------
TADIRAN ELECTRONIC INDUSTRIES INC. (SUPPLIER)
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EXHIBIT 10.5
EXCLUSIVITY CONTRACT
DATE: JUNE 3, 1995
BETWEEN: JJAMP TREASURY INTERNATIONAL CORP.,
1181 FINCH AVE WEST UNIT 21
NORTH YORK, ONTARIO M3J-2VB
AND: SMART TOOLS LIMITED OR ITS NOMINEE
IT IS MUTUALLY AGREED BETWEEN JJAMP TREASURY INTERNATIONAL CORP., HEREINAFTER
CALLED "THE AGENT" AND SMART TOOLS LIMITED OR ITS NOMINEE, CALLED "THE
SUPPLIERS", THAT:
1. THE SUPPLIERS HEREBY APPOINTS THE AGENT, AND THE AGENT HEREBY AGREES TO ACT
FOR THE SUPPLIERS, AS EXCLUSIVE AND SOLE DISTRIBUTOR FOR THE SALE OF ITS ENTIRE
PRODUCT LINE, THAT CAN BE SOLD IN THE AGENT'S TERRITORY.
2. THE TERRITORY COVERED BY THIS AGREEMENT WILL BE THE ENTIRE COUNTRY OF
BRAZIL AND ANY OTHER COUNTRIES THAT MAY BE MUTUALLY AGREED BY BOTH PARTIES IN
THE FUTURE.
3. THIS AGREEMENT IS EFFECTIVE FOR 24 MONTHS FROM DATE OF THIS AGREEMENT AND
MAY BE CANCELLED BY EITHER PARTY UPON 60 DAYS WRITTEN NOTICE, FOR
NONPERFORMANCE. THIS AGREEMENT HOWEVER BECOMES AUTOMATICALLY RENEWABLE AT ITS
ANNIVERSARY, IF STILL IN EFFECT.
4. FURTHER, IN THE EVENT OF TERMINATION SHOULD THE SUPPLIERS NEED TO APPOINT
ANOTHER AGENT OR REPRESENTATIVE IN THE TERRITORY TO SERVICE THE EXISTING
CONTRACTS INITIATED BY THE AGENT, THEN THE ARRANGEMENTS AFORMENTIONED SHALL BE
RENEGOTIATED TO THE MUTUAL SATISFACTION OF BOTH PARTIES (AGENT AND SUPPLIERS).
5. THE SUPPLIERS HEREBY WARRANT TO THE AGENT THAT IT SHALL NOT APPROACH OR
SOLICIT ANY BUSINESS TRANSACTION WITH ANY CLIENT THAT THE AGENT HAS INTRODUCED
TO THE SUPPLIERS, WITHOUT PREVIOUS CONSENT, IN THE COUNTRY OF BRAZIL.
6. THE SUPPLIERS HEREBY WARRANT TO THE AGENT THAT IT SHALL INFORM AND/OR
PROVIDE COPIES OF ANY CORRESPONDENCE BETWEEN THE SUPPLIERS AND ANY CLIENT OR
CONTACT IN THE COUNTRY OF BRAZIL, WHETHER INTRODUCED BY THE AGENT TO THE
SUPPLIERS OR NOT.
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<PAGE>
APPLICABLE LAW
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE PROVINCE OF ONTARIO.
SIGNED ON THIS 24TH DAY OF JULY, 1995 BY:
/s/ James Hal
- ------------------------------------------
JJAMP TREASURY INTERNATIONAL CORP. (AGENT)
ACCEPTED BY
/s/ Lee Steeves
- ------------------------------------------
SMART TOOLS LIMITED (SUPPLIER)
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EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
J.J.A.M.P. Treasury International, Inc., a Canadian company, is the
Company's sole subsidiary. The Company owns all of the outstanding shares of
capital stock of its subsidiary.
(45)
