U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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FORM 10-SB
GENERAL FORM FOR REGISTRATION
OF SECURITIESOF SMALL BUSINESS
ISSUERS
Under Section 12(b) or 12(g) of the Securities
Exchange Act of 1934
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LandStar, Inc.
Name of Small Business Issuer in its Charter
State of Nevada State or Jurisdiction of
Incorporation or Organization 86-0914051
I.R.S. Employer Identification Number
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3795 Carey Road, Suite 600
Victoria, British Columbia, Canada V8Z 6T8
Address and Telephone Number of Principal
Executive Offices
(250) 475 - 6000
Issuer's Telephone Number
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Securities to be registered pursuant to Section
12(b) of the Act:
None
Securities to be registered pursuant to Section
12(g) of the Act:
Common Stock, $.001 par value
Title of Class
FORWARD LOOKING STATEMENTS
In this registration statement references to
"LandStar," the "Company," "we," "us," and "our"
refer to LandStar, Inc.
This Form 10-SB contains certain forward-looking
statements within the meaning of the Private
Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-SB
that are not statements of historical fact may be
deemed to be forward-looking statements. These
forward-looking statements involve risks and
uncertainties which could cause actual results or
outcomes to differ materially from those expressed
in the statements. Forward-looking statements
include statements concerning plans, objectives,
goals, strategies, expectations, future events or
performance and underlying assumptions and other
statements, which are other than statements of
historical facts. The Company's expectations,
beliefs and projections are expressed in good faith
and are believed by the Company to have a reasonable
basis, including without limitations, management's
examination of historical operating trends, data
contained in the Company's records and other data
available from third parties, but there can be no
assurance that management's expectations, beliefs
or projections will result or be achieved or
accomplished.
Without limiting the foregoing, words such as "may",
"will," "expect," "believe," "anticipate," "estimate"
or "continue" or comparable terminology are intended to
identify forward- looking statements. These statements
by their nature involve substantial risks and
uncertainties, and actual results may differ materially
depending on a variety of factors, many of which are
not within the Company's control. These factors include
but are not limited to economic conditions generally and
in the industries in which LandStar may participate;
competition within LandStar's chosen industry,
including competition from much larger competitors;
technological advances and failure by the LandStar to
successfully develop business relationships.
In addition to other factors and matters discussed
elsewhere in this registration statement, the following
are important factors that, in the view of LandStar's
management, could cause actual results to differ
materially from those discussed in the forward-looking
statements: the ability of the Company to efficiently
and effectively operate its demonstration facility and
build and operate production facilities; market
acceptance of the Company's products and applications
for recycled rubber technology generally; the ability
of the Company to hire and retain qualified technical,
operational, and sales and marketing personnel; the
ability of the Company to obtain acceptable forms and
amounts of financing to fund current and future operations
and any acquisitions; the ability of the Company to
protect its intellectual property rights in its rubber
recycling technology; the success of further research
and development efforts; competition from companies
with greater financial, technical and other resources
than the Company; and the Company's ability to locate
and enter into strategic or joint venture relationships
with vendors, suppliers or resellers. The Company has
no obligation to update or revise these forward-looking
statements to reflect the occurrence of future events
or circumstances.
BUSINESS
Background and Business Development
LandStar, Inc. was incorporated as a Nevada corporation on
May 4, 1998, for the purpose of purchasing, developing and
reselling real property, with its principal focus on the
development of raw land. From incorporation through
December 31, 1998, LandStar had no business operations
and was a development-stage company. LandStar did not
purchase or develop any properties and subsequently
determined to change its business plan and operations.
On March 31, 1999, the Company acquired approximately
98.5% of the common stock of Rebound Rubber Corp. pursuant
to a share exchange agreement with Rebound Rubber Corp. and
substantially all of Rebound Rubber's shareholders.
Rebound Rubber Corp. owns an exclusive North American
license granted by the Guangzhou Research Institute
for the Utilization of Reusable Resources, P.R. of China,
pursuant to a technology for the reclamation and
devulcanizing of recycled rubber. In connection with
the share exchange agreement, LandStar issued 14,500,100
restricted shares of its common stock to the shareholders
of Rebound Rubber in exchange for 98.5% of the
outstanding shares of Rebound Rubber, and Rebound Rubber
became a subsidiary of LandStar. The acquisition was
treated for accounting purposes as a recapitalization
of Rebound Rubber under the capital structure of LandStar,
Inc. and an acquisition of the net assets of LandStar.
Rebound Rubber Corp. was originally formed on
December 13, 1996 in the Province of Alberta, Canada
under the name 721097 Alberta Ltd. as a private limited
liability corporation, and subsequently changed its name
to Rebound Rubber Corp. on May 20, 1997. Rebound Rubber
was initially formed as a corporate vehicle to acquire
certain rubber recycling technology from the Guangzhou
Research Institute for the Utilization of Reusable
Resources, P.R. of China. In early 1996, D. Elroy Fimrite,
Michael C. Pinch C.A. and Kennie Chee, principal officers
and directors of Rebound Rubber met with members
of the Guangzhou Research Institute and its Senior
Engineer, Li Xing-Ru. The proponents conducted a through
technology review and due diligence examination of the
rubber recycling technology throughout 1996 and early 1997.
This review included but was not limited to the following:
(1) review of devulcanizing testing procedures and test
results; (2) observing the complete processing of used
tires to crumb, the activation of the crumb and the
processing of the activated modified rubber powder
("AMR") in substantial ratios with new rubber back into
new tires; (3) visiting a number of manufacturing
operations and observing AMR being used in a variety of
new rubber products; (4) research into other claims of
devulcanizing technologies to determine whether there
were any other true devulcanizing processes in commercial
production anywhere in the world; (5) review of
proprietary rights, Chinese patents/registrations
pursuant to the technology; (6) review of chemicals used
in activation process pursuant to environmental and
workplace hazards; and (7) review of availability and
pricing of reactivation chemicals and crumb rubber
supplies.
Following the due diligence process, Rebound Rubber
entered into three contracts with the Guangzhou Research
Institute, as follows:
Rebound Rubber acquired a license to the exclusive
North American rights to the AMR (30-40 mesh crumb)
technology and the scrap latex reactivation technology,
in exchange for a one-time license fee of $500,000.
The license is perpetual and no further fees are required.
The license also grants Rebound Rubber non-exclusive
rights to establish production operations anywhere
in the world.
Rebound Rubber acquired a license to the
exclusive North American rights and non-exclusive
operating rights in other parts of the world to a new
activation technology that uses 4-10 mesh crumb rubber
and achieves a high level of devulcanization, in exchange
for a one-time license fee of $400,000. The license is
perpetual and no further fees are required. Rebound
Rubber also funded some research and development efforts
for this technology.
Rebound Rubber entered into an agency agreement
with the Guangzhou Research Institute in which Rebound
Rubber is authorized to market the rubber recycling
technologies throughout the world. These marketing
rights are exclusive in North America and non-exclusive
everywhere else. This agreement provides for a revenue
sharing between ReboundRubber and the Guangzhou Research
Institute for licensing agreements with third parties
negotiated by Rebound Rubber.
In May 1997, United Trans-Western, Inc., a Delaware
corporation, acquired a majority ownership interest in
Rebound Rubber and assumed responsibility for market
development. United Trans-Western also conducted
extensive research into tire collection, shredding and
crumb production operations, product quality, crumbing
methods and profitability. In conjunction with the
acquisition of Rebound Rubber by United Trans-Western,
D. Elroy Fimrite and Michael C. Pinch were appointed to
the board of directors of United Trans-Western, and
assumed the positions of president and chief financial
officer, respectively. In early 1998, United
Trans-Western disposed of its ownership interest
in Rebound Rubber and entered into a joint venture
agreement with Rebound Rubber, for the joint development,
implementation and exploitation of the rubber recycling
technology in the United States market. Subsequently,
in connection with the share exchange agreement between
Rebound Rubber and LandStar, on December 31, 1998 LandStar
also entered into a purchase agreement with United
Trans-Western to acquire all of United Trans-Western's
interest in the joint venture. The acquisition was
effective March 31, 1999 and LandStar issued 8,500,000
shares of its common stock and paid $100,000 cash to
United Trans-Western in the transaction.
The share exchange with Rebound Rubber and the joint
venture acquisition from United Trans-Western were
effective on March 31, 1999 and resulted in a change
of control of LandStar and the appointment of new
officers and directors of the Company. These transactions
also redefined the focus of the Company on the development
and exploitation of the technology to devulcanize and
reactivate recycled rubber for resale as a raw material
in the production of new rubber products. The
Company's business strategy is to demonstrate to
potential customers that activated modified rubber
powder (AMR) can be produced in substantial quantities
on a consistent basis and that AMR chemical and
physical properties confirm AMR as a viable rubber
substitute. The Company intends to develop operational
facilities that will apply the AMR technology to
vulcanized crumb rubber and sell the resulting
devulcanized material (and compounds using AMR)
to manufacturers of rubber products. The Company
has constructed and is operating a production prototype
demonstration plant in Dayton, Ohio for the purpose
of producing commercial quantities of AMR and
demonstrating the process to potential customers.
In addition, the Dayton facility contains a lab, which
will be used in the future for the development of rubber
compounds using substantial quantities of AMR in
combination with various plastics, natural rubber
and synthetic rubbers.
LandStar's executive offices are located at 3795
Carey Road, Suite 600, Victoria, British Columbia,
Canada, V8Z 6T8 and its telephone number is (250)
475-6000 or 888-669-2300. The Company also maintains
a web site at www.ldsr.com. Information accessed on or
through the Company's web site does not constitute a
part of this Registration Statement.
Rubber Recycling Industry
The Company believes that the market for new raw
rubber or equivalent is enormous, with North America
alone using over 10 billion pounds every year.
The auto industry consumes approximately 79% of new
rubber and 57% of synthetic rubber. To date, recycled
rubber in significant quantities has not been used as a
replacement for new or synthetic rubber, largely because
required properties could not be achieved.
The rubber industry has focused on the disposal of
waste rubber rather than on recapturing the economic
value of the resources incorporated in the waste. As a
consequence, the uses for waste rubber have been of low
economic value resulting in low volumes of recycling,
accumulation of tire stockpiles, and an industry
characterized by low profitability and business failures.
Tires are the most visible of waste rubber products; the
accumulation of discarded rubber tires is increasing
worldwide at an alarming rate with very few cost-effective
ways of recycling the resources. Management estimates
that North America alone generates approximately 300
million waste tires annually, with over half of them
being added to the already huge stockpiles. It is
estimated that less than 10% of waste rubber is reused
in any kind of new product. Management estimates that
the United States, the European Union, Eastern Europe,
Latin America, Japan and the Middle East collectively
produce about one billion tires annually with estimated
accumulations of three billion in Europe and six billion
in North America. This provides a significant
source of raw materials for a viable recycling
application
In general, the rubber recycling process commences
with the collection and shredding of discarded tires.
Numerous types of equipment and processes exist for
the shredding, grinding and separating of tires. A
shredding process reduces the rubber to a granular
material with some steel and other fibers removed.
Secondary grinding reduces the granular material to
a desired mesh size with all steel and other fibers
removed. The resulting rubber powder is then ready
for product remanufacture. However, the volume of
applications that can utilize this inert material
is limited to products that do not require
vulcanization.
There have been significant prior attempts at
recycling rubber. It is estimated that a waste tire
contains approximately 75% rubber, which has been
changed only about 15-20% from its original properties.
The difficulty in recycling rubber has traditionally
been with devulcanizing the rubber without compromising
its properties. Vulcanization is the process by which
an agent, such as sulfur, is added to rubber in the
manufacturing process to give the product certain
required characteristics, such as strength, hardness
and elasticity. Generally, the more vulcanizing agent
that is used, the harder the resultant rubber product
will be. Likewise, in the rubberrecycling process,
devulcanization is the process by which the sulfur
molecules are delinked from the rubber molecules,
thereby facilitating the formation of new cross-linking
structures. Two general rubber recycling processes
have been developed: modified oil process and water-oil
process. With each of these processes, oil and a
reclaiming agent are added to the reclaimed rubber
powder, treated at high temperatures and under high
pressure for a long period (5-12 hours) in special
equipment, and requiring strong mechanical post-
processing efforts. The reclaimed rubber from these
processes have changed properties and is generally not
suitable for use in many products, including tire
compounds. Typically, these alternative devulcanization
processes have resulted in low levels of devulcanization,
have failed to produce consistent quality or have been
prohibitively expensive. The Company believes that its
AMR process produces a new polymer with consistent
properties that approach the properties of natural and
synthetic rubber, with potential a significant price
advantage.
The LandStar Strategy
The Company's strategy is to be a leading provider of
activated modified rubber (AMR) through its proprietary
processes and devulcanization and reactivation technology,
and to be a recognized supplier of reusable recycled
rubber for use in rubber manufacturing applications.
The Company's process is simple and facilitates the
devulcanization of the rubber, while maintaining much
of the rubber's original properties.
LandStar's Business
LandStar's Process -- Devulcanization and Reactivation
The reactivation technology licensed by the Company
exploits the molecular characteristics of vulcanized
rubber powder in conjunction with the use of an
activator, a modifier and an accelerator reacting
homogeneously with particle of rubber. The chemical
reaction that occurs in the mixing process facilitates
the delinking of the sulfur molecules thus enabling a
re-enactment of the characteristics of natural or
synthetic rubber. A mixture of chemical additives
are added to the recycled rubber powder in a mixer for
approximately five minutes, after which the powder
passes through a cooling process and is then ready for
packaging. The Company's reactivation process is simple,
and does not release any toxins, by-products or
contaminants. The Company does not require special
equipment, but intends to use standard North American
high intensity mixers such as those manufactured by
Henschel in its reactivation process. Reactivated
rubber may be compounded and processed in
accordance with specific customer requirements.
To successfully market activated modified rubber
(AMR) as activated crumb or as a component part
of a compound, the Company concluded that it had
to demonstrate an ability to supply a consistent
quality material with specific properties at a
competitive price. To this end, the Company has
completed a demonstration plant facility and
research/quality control lab in Dayton, Ohio. This
facility is totally automated and can be operated with
very few personnel. Commissioning of the plant has
been completed with the plant now able to perform
production runs on a demonstration basis or at small
commercial levels. Key technical and marketing
prospective employees have been identified and
will be offered operational positions as required
by the Company.
AMR produced at the Dayton, Ohio facility is currently
being tested by an independent lab to establish its
physical and chemical properties. The properties profile
and production demonstration capability facilitate
commencement of marketing of AMR. During the first
quarter of 2000, marketing staff will initiate direct
customer contact with the numerous manufacturers
that have expressed an interest in AMR. The Company
anticipates that this marketing will result in orders
sufficient to install one or more production facilities
in 2000.
Principal Products and Markets
The initial product line of the Company will be activated
modified rubber (AMR) and compounds using AMR in
conjunction with natural rubber, synthetic rubber or
plastics. The Company intends to sell these materials to
rubber product manufacturers as a raw material for
processing into rubber based manufactured goods. AMR is
essentially a new polymer that has chemical and physical
properties facilitatingintegration of substantial quantities
of AMR as an active polymer in most rubber based products.
Initially, the Company intends to target its marketing
efforts to manufacturers of products that have low consumer
liability and that do not have strict specifications for raw
materials (i.e., that can accept small deviations in certain
specifications for its rubber components). Although the
largest markets for AMR are in automotive products, a market
that accounts for about two thirds of demand for natural and
synthetic rubber (AMR has been extensively used in new and
retread tires in ratios of up to 40% of raw polymer), the
Company does not intend to focus initially on this market,
due to the heightened testing and safety standards to which
tire manufacturers are subject. Large markets also exist
in manufacture of safety supply products, advertising materials,
household goods, industrial applications and sporting goods.
The Company intends to integrate an advanced version of AMR
known as "RU rubber," which is activated using a larger particle
size of crumb rubber, intothe AMR product line to serve the
same markets after completion of commercial verification
of the RU process.
Following successful commercial development of the AMR
product line described above, the Company expects to
develop a secondary product line based on recycled latex
materials that the Company will activate to produce either
thin rubber sheet or liquid latex. Additional applied
research and development will be conducted on these products
to establish physical and chemical characteristics and
to determine market opportunities.
The Company believes that activated modified rubber powder,
as a feedstock, will be a strong competitor with natural
and synthetic rubber that is currently used by rubber
manufacturers in the production of a variety of products.
The price of natural and synthetic rubber is variable and,
as a commodity, price is driven by supply and demand. The
Company believes that once it successfully establishes a
production facility, its price of AMR may be significantly
less than the price of natural and synthetic rubber In
addition, the Company intends to develop specialized
compounds with unique characteristics to compete with
high-priced compounds of neoprene, EPDM and similar high-end
products. Development of these products will be customer
driven, but the Company expects fierce competition from
established suppliers seeking to retain market share in this
high margin, high price sector of the rubber market. To the
extent that there are other compounding facilities that
supply to the rubber industry the Company will be competing
with other rubber compound material suppliers. The
competitive advantage in these markets will be the use of
low cost AMR resulting in a price advantage to users as
well as the ability to recycle the customers scrap that
typically goes to landfill at the present time.
There are some current uses for recycled crumb rubber that
has been treated or processed in some manner for use in
low-end products. The Company does not intend to
participate in this market except as a means of disposing
of material that the Company does not consider of an
appropriate quality for AMR production.
Marketing
LandStar (Rebound Rubber) conducted pre-marketing
activities during 1998 prior to the establishment of the
demonstration plant. As part of this process, Rebound
Rubber met with several manufacturers of rubber products
to discuss the use of activated modified rubber (AMR) as
part of the manufacturer's rubber compound. The AMR
compounds were evaluated by the manufacturers with positive
results and the Company received verbal expressions of
interest in the Company's products. The manufacturers
generally expressed their desire to observe the manufacture of
AMR in North America to establish that commercially viable
volumes of AMR can be produced with consistent physical and
chemical properties. The Company has initiated a program
under the guidance of professional rubber industry
consultants to obtain independent verification of the AMR
product characteristics. The Company is in the process of
recruiting experienced rubber industry marketing professionals
and expects to hire marketing personnel in early 2000. The
Company has attended numerous industry events over the past
three years, and has a developed an extensive contact list of
interested potential customers. The Company intends to produce
sample materials that,in conjunction with chemical and physical
property profiles that are independently verified, will be
used by the marketing team to solicit sales orders from
the intended customers.
Distribution
The Company's activation process currently focuses on crumb
rubber (40-80 mesh) with the output being activated crumb
rubber. This material can be bagged and sold as is or
compounded with natural or synthetic rubber and plastics.
Packaging will include bagging in 50# bags or in super sacks,
or the material (and compounds thereof) can be sheeted or
pellitized. The Company intends to enter into strategic
relationships or agency agreements to establish a marketing
group, and intends to sell its products directly to
manufacturers capable of ordering large quantities under
long-term supply contracts.
Competition
The rubber industry has been researching the devulcanization of
rubber for many years. The process of devulcanization is "the
treatment of rubber granulate with heat and /or softening agents
to return its elastic qualities to enable the rubber to be reused".
We are aware of several processes that have met with varying
degrees of success at thelaboratory level but are less
successful at commercial production levels. Also, different
processes result in different levels of devulcanization,
for example the use of a very fine granulate and a process
which results in surface devulcanization will yield a product
with some of the desired qualities of rubber. Typically,
alternative devulcanization processes have resulted in low
levels of devulcanization, have failed to produce consistent
quality or have been prohibitively expensive. The Company
believes that its AMR process produces a new polymer with
consistent properties that approach the properties of natural
and synthetic rubber, with potential a significant price
advantage.
There are currently no direct competitors of the Company,
as the technology licensed to the Company is unique.
However, otherparticipants in both the natural rubber and
synthetic rubber areas may be considered competitors. The
Company is aware of several development stages and established
enterprises, including prominent manufacturers such as The
Goodyear Tire and Rubber Company, which are exploring the
field of rubber recycling or are actively conducting research in
this area.
Raw Materials
The Company's AMR process requires that there be an adequate
supply of rubber for recycling. The Company believes that
there is an abundance of raw material in the form of used
tires, factory scrap and inventories of partially processed
crumb rubber for supply of crumb rubber to make AMR.
Management estimates that North America generates
approximately 300 million used tires per year and billions
more are stockpiled throughout the world. Numerous
existing shredding and crumbing operations with excess
unused production capacity are available to supply crumb
rubber for reactivation. In addition, the Company intends
to become actively involved in this sector of the business
by acquiring subsidiaries or forming strategic partnerships
with processors of tire crumb to supply the Company with
its raw materials.
Customers
The Company has no operations to date and has not sold
any product to any customers. However, the Company's
pre-market research efforts has indicated significant
expressions of interest from manufacturers of various
rubber products for the Company's technology and products.
Activated modified rubber (AMR) is an alternative feedstock
that can be used in various compounds depending on the
product being manufactured and can replace natural or
synthetic rubber in varying percentages. The Company
believe that there are potential significant cost savings
from the use of AMR in rubber manufacturing processes.
The Company believes that the versatility of activated
modified rubber allows most manufacturers of rubber
products to use AMR as a raw material, and expects to
offer its products to a broad range of potential customers.
Research and Development Activities
The AMR technology licensed by the Company has been in
commercial production for over five years in Asia through
the Guangzhou Research Institute. Accordingly, the Company
believes that its AMR technology is operationally complete
and the Company intends to initiate production without
substantial further research and development efforts. This
initial production will apply standard chemical formulation
of the AMR process to whole tire crumb rubber to produce
standard AMR. Standard AMR has a myriad of applications
and markets which the Company intends
to explore.
The Company does not intend to restrict its business
activity to the standard AMR market and intends to conduct
research and development activities to enhance its array of
products and applicable markets through its applied research
and development lab at the Company's demonstration facility
in Dayton, Ohio. The Company intends to do extensive applied
research and development pursuant to the development of new
products incorporating AMR in polymer compounds. This
research will focus on three primary areas: reactivation
formula modification, compound development and processing
formulas:
Reactivation Formula Modification: The Company at
inception will base all production on whole tire crumb rubber.
The Company will develop streaming methods to isolate types
of rubber waste by similar rubber type such as separating
bead rubber and sidewall rubber from tread materiel. The
Company will research activation formula modifications to
improve the characteristics of AMR produced from each type
of waste rubber.
Compound Development: Many manufacturers use raw
materials that are compounds of various types of natural and
synthetic rubber and plastics. The Company will conduct an
ongoing research program to develop a matrix of compounds
reflecting various physical and chemical properties.
Processing Formulas: The introduction of AMR as a
substitute for virgin material affects the proportions of
other additives and vulcanizing agents. The Company will
research the alterations to processing formulas necessary
for manufacturers to use AMR and AMR based compounds.
The Company's initial research and development efforts will
focus on development of compounds and manufacturing
formulations using AMR. Generally, rubber product
manufacturers process raw materials according to different
formulations of polymers, fillers and extenders, processing
agents, additives such as anti-oxidants, and vulcanizing
agents in a specified combination of time, temperature and
pressure. Often the polymer component will include premixed
compounds of several polymers that are supplied by external
suppliers. The Company intends to develop premixed compounds
with suitable physical and chemical characteristics to facilitate
substitution of AMR-based compounds in these formulations.
Due to that AMR retains the fillers, extenders, additives
and vulcanizing agents that are resident in the crumb rubber,
the "formula" used by the manufacturer will change when an
AMR-compound is used. The Company intends to develop amended
formulations for customers, determining the reductions in the
additives and agents and amending the time, temperature and
pressure parameters. The Company believes that each such
compound and processing formula will constitute a new product
and will open a potentially new market segment.
During the first nine months of 1999, the Company spent
approximately $30,000 on research and development efforts
and
anticipates expending approximately an additional $300,000
during 2000. Research and development efforts will focus on
improving, refining and testing the Company's technology and
expansion of the product range using AMR.
Intellectual Property and Other Proprietary Rights
The Company relies on a combination of patent registration
in the Peoples Republic of China, strict secrecy of the
formula, confidentiality procedures and contractual provisions
to protect its proprietary rights. The Company also believes
that factors such as the technological and creative skills
of its personnel, new product developments, frequent product
enhancements, name recognition and reliable product maintenance
are essential to establishing and maintaining a technological
leadership position. There can be no assurance that others will
not develop technologies and products that are similar or
superior to the Company's technology. Despite the Company's
efforts to protect its proprietary rights, unauthorized parties
may attempt to copy aspects of the Company's products or to
obtain and use information that the Company regards as
proprietary. There can be no assurance that the Company's
means of protecting itsproprietary rights in the United
States or abroad will be adequate or that competition
will not independently develop similar technology.
The Company is not aware that it is infringing on any
proprietary rights of third parties. There can be no
assurance that third parties will not claim infringement
by the Company of their intellectual property rights.
The Company expects that product developers will
increasingly be subject to infringement claims as
the number of products and competitors in the Company's
industry segment grows and the functionality of products
in different industry segments overlaps. Any such claims,
with or without merit, could be time consuming to defend,
result in costly litigation, divert management's attention
and resources, cause product shipment delays, or require
the Company to enter into royalty or licensing agreements.
Such royalty or licensing agreements, if required, may not
be available on terms acceptable to the Company, if at all.
In the event of a successful claim of product infringement
against the Company and failure orinability of the Company
to license the infringed or similar technology, the
Company's business, operating results and financial
condition would be materially and adversely affected.
Government Regulations
Government approval is not required for use of AMR in
manufactured goods except to the extent that particular
manufactured goods may be subject to requirements for
government approval. Through the Company's market development
activities to date, it is not aware of any applicable
governmental requirements for manufacturers that the Company
is currently targeting. In addition, initially the Company
doesnot intend to target selling efforts of its AMR product
to tire manufacturers, which manufacturing process is subject
to strict safety standards and government regulation.
Although AMR has been used in the manufacture of new tires
outside of North America, it is expected that significant
testing by tire manufacturers will be required before it
is used in North America for this purpose. At that time,
all necessary safety standards and related regulations will
have to be met.
Environmental Compliance
The Company has constructed its Dayton, Ohio facility as
a prototype for a full size production plant. This
development process has included addressing all applicable
environmental regulations and requirements. The Company has
developed material safety data sheets for all materials
related to the process and the Company believes that it
is in compliance with all federal, state and local
environmental laws and regulations. The AMR process does
not produce any residual solid waste as all components of
the manufacturing process remain in the AMR. Gases that are
emitted in the process have been tested and demonstrated
to be organic in nature and are controlled by standard
filtering and venting systems.
Employees
As of December 28, 1999, we had a total of six full-time
employees, of which four were in management positions and
two were in administration. From inception of the Company
through the present time, the Company has hired operational,
engineering, construction and marketing personnel on a
consulting basis. The future success of the Company depends
in significant part upon the continued service of its key
management personnel and its ability to attract and retain
highly qualified technical and marketing personnel.
Competition for highly qualified personnel is intense and
there can be no assurance that we will be able to retain
its key managerial and technical employees or that it will
be able to attract and retain additional highly qualified
technical and managerial personnel in the future. The
Company is currently interviewing potential management,
marketing and technical personnel for positions in the
Company's Dayton, Ohio facility and expects to hire up
to 15 full-time or part-time employees during the
first quarter of 2000.
Reports to Security Holders
Following the effective date of this registration
statement, the Company will be required to comply
with the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
The Company will file annual, quarterly and other reports
with the Securities and Exchange Commission, and will
also be subject to the proxy solicitation requirements
of the Exchange Act and, accordingly, will furnish
an annual report with audited financial statements
to our stockholders.
Available Information
Copies of this registration statement may be
inspected, without charge, at the SEC's Public Reference
Room at 450 Fifth Street N.W., Washington D.C. 20549 and
at the Northeast Regional offices of the SEC located at
7 World Trade Center, Suite 1300, New York, New York 10048.
The public may obtain information on the
operation of the Public Reference Room by calling the SEC
at 1-800-SEC-0300. The SEC maintains an Internet site that
contains reports, proxy and information statements, and
other information regarding issuers that file
electronically with the SEC at http://www.sec.gov.
PLAN OF OPERATIONS
The following discussion contains forward-looking
statements regarding the Company, its business, prospects
and results of operations that are subject to risks and
uncertainties posed by many factors and events that could
cause the Company's actual business, prospects and results
of operations to differ materially from those that may be
anticipated by such forward-looking statements. Factors
that might cause such a difference include, but are not
limited to, those discussed herein as well as those
discussed under the caption "Business" as well as
those discussed elsewhere in this Registration Statement.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the
date of this Registration Statement. The Company
undertakes no obligation to revise any forward-looking
statements in order to reflect events or circumstances
that may subsequently arise. Readers are urged to carefully
review and consider the various disclosures made by the
Company in this Registration Statement that attempt to
advise interested parties of the risks and factors
that may affect the Company's business.
General
On March 31, 1999, the Company acquired approximately 98.5%
of the common stock of Rebound Rubber Corp. The acquisition
was treated for accounting purposes as a recapitalization of
Rebound Rubber under the capital structure of LandStar, Inc.
and an acquisition of the net assets of LandStar. Through
September 30, 1999, the Company has had no revenues from
operations and is considered a development stage company
and had a net loss for the nine months ended
September 30, 1999 of approximately $2,328,000.
This Plan of Operations should beread in conjunction with
"Business" and "Financial Statements" contained within
this registration statement on Form 10-SB.
Operations
Since inception, the Company has devoted substantially
all of its efforts to commercial development of its rights to
certain proprietary rubber devulcanization and reactivation
technology. During 1999, the Company finished construction
and began limited operations of its demonstration facility in
Dayton, Ohio and has engaged in discussions with
representatives of several rubber product manufacturers.
The Company has the capacity for small-scale production at
its Dayton, Ohio facility but does not anticipate
production of other than demonstration volumes at this
facility. During the fiscal year ended December 31, 2000,
the Company anticipatesincreasing operations at the Dayton,
Ohio facility to increase production and to demonstrate
results of the rubber devulcanization technology and the
AMR product. The Company anticipates building at least
one full-scale production facility during 2000, having a
minimum production capacity of 50 tons per day of output,
and is currently exploring possible locations for construction
of the production facility. The Company estimates that the
cost for construction of a production
facility to range between $1.5 million and $2.5 million.
As of September 30, 1999, the Company had a cumulative
net loss of approximately $3,077,000. The Company expects
that losses from operations will continue for the foreseeable
future. The Company expects that operating losses will
continue until such time as product sales generate sufficient
revenues to fund its continuing operations, as to which
there can be no assurance. The Company currently
anticipates that revenues from sales will not occur until
at least the third quarter of 2000.
The Company's ability to achieve profitability will
depend, in part, on its ability to successfully demonstrate
its technology and to consistently produce high-quality
AMR product with characteristics required by its customers,
and to develop the capacity to manufacture and market its
products on a wide scale. There is no assurance that the
Company will be able to successfully make the transition to
a full-scale production facility and to marketing products
on a broad basis. While attempting to make this transition,
theCompany will be subject to all risks inherent in a
growing venture, including the need to produce reliable
and consistent products and to develop marketing expertise
and an effective sales force. In the event that the market
for the Company's product does not develop as anticipated,
or the market is slow to or does not accept the Company's
product as a viable alternative to natural or synthetic
rubber, the Company's business,financial condition and
results of operations would be adversely affected.
Capital Expenditures. The Company's capital
requirements for the 2000 fiscal year will depend
on numerous factors, including the costs of hiring new
employees and related occupancy costs, sales and marketing
efforts, capital expenditures, professional costs
associated with being an Exchange Act reporting company,
the terms of any new collaborative, licensing or
strategic relationships that the Company may establish,
and developments and changes arising from the Company's
continuing research.
The Company's AMR process uses standard equipment
available from multiple suppliers to the rubber
industry. Management believes that much of this
equipment is available as used equipment. The Company
expects to build a full production plant in 2000 that
will require acquisition of high intensity mixers,
hoppers, conveyors, coolers pneumatic and DDC control
systems and ancillary materials handling equipment.
The Company will also be acquiring extensive lab
equipment including tensile testers, rheometers, lab
mixers and related supplies. The Company will also
acquire administrative and lab computer equipment
and furnishings.
To date, the Company's operations have been funded
from equity and debt financing and management anticipates
that additional equity and/or debt financing will be
necessary to fund operations during the 2000 fiscal year.
The Company believes that it will be successful in locating
sufficient financing to fund operations through 2000.
However, there can be no assurances that the Company will
be successful in finding debt or equity financing on terms
acceptable to the Company, or at all.
Research and Development. For the 2000 fiscal year,
the Company intends to continue its research and
development activities, focusing on the three primary
areas as discussed above in "Business": reactivation
formula modification, compound development and processing
formulas. The Company does not intend to place an emphasis
on research and development activities, but believes
that it is important to continue to its efforts in this
area to develop additional products and open new markets
for the Company.
Employees. The Company intends to hire a full
complement of sales and marketing personnel and
operating and lab personnel for its Dayton, Ohio
facility in early 2000. Currently, management
expects that a minimum of six employees and up to
15 employees will be hired. During the last quarter
of fiscal 1999, theCompany has been actively engaged
in recruiting qualified key personnel. There is no
assurance that the Company will be successful in locating,
hiring or retaining qualified personnel in any or all of
these areas. In the event that the Company cannot hire
employees on its current projected time schedule, or at
all, the Company's plan of operations and financial results
will be materially and adversely affected.
Year 2000 Compliance
The Company has commenced a review of its
internal information and operational systems.
Management believes that the Company's demonstration
facility in Dayton, Ohio is substantially Year 2000
compliant. The facility was just completed in early fall
1999 and the Company believes that all internal components
and systems were built to be Year 2000 compliant. The
Company further believes that costs related to the Year
2000 issue will be insignificant because the Company's
systems have been designed to be Year 2000 complaint.
The Company has not yet completed a thorough check of its
internal systems. Management believes that any
non-compliant systems that may arise may be modified or
replaced at an insignificant cost. The Company currently
has very limited operations. As a result, management
believes that any Year 2000 failures will have an
insignificant effect on the Company's current operations,
although problems could seriously delay or limit the
Company's plan of operations and development in 2000.
Although the Company does not anticipate any material
adverse effects, the Company cannot guarantee that no
disruptions will occur if any of its actual or potential
suppliers, vendors or customers experience Year 2000
problems.
To date, the Company is unaware of any situation of
noncompliance that would materially adversely affect
its operations or financial condition. There can be no
assurance, however, that instances of noncompliance
which could have a material adverse effect on the
Company's operations or financial condition have been
identified. Additionally, there can be no assurance that
the systems of other companies with which the Company
transacts business will be corrected on a timely basis, or
that failure by such third party entities to correct a Year
2000 problem, or a correction which is incompatible with
the Company's information systems, would not have a
material adverse effect on the Company's operations or
financial condition.
DESCRIPTION OF PROPERTY
The Company leases approximately 3,330 square
feet of office space in the LandStar Building, Victoria,
British Columbia, Canada where the corporate head
office is located. The lease agreement is with Carey
Holdings Ltd., a company in which Mr. D. E. Fimrite,
president and director of LandStar, has a financial
interest. See "Certain Relationships and Related
Transactions" below. The Company recently entered
into a new lease agreement, effective January 1, 2000,
for a term of five years through December 31, 2004, at
a monthly lease rate of $4,163 plus applicable additional
rent for common costs. The buildingis a multi-tenant
facility and the rental rate is equivalent to rental
rates paid by other tenants within the facility for
comparable space.
The Company also leases its demonstration plant and
laboratory facility, which contains approximately 12,800
square feet of office and manufacturing space, in Dayton,
Ohio. This facility is leased until April 2000 for a
monthly rent of $4,267 plus common and direct costs
applicable to the space leased.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of December 28, 1999,
the name and the number of shares of Company common
stock, $.001 par value per share, held of record or
beneficially by the following persons: (1) each director
of the Company; (2) the Company's Chief Executive Officer;
(3) all directors and executive officers of the Company
as a group; and (4) each person who is known by the Company
to beneficially own more than 5% of the common stock.
Except as otherwise noted, the address of each such person
is c/o LandStar, Inc. Suite 600 - 3795 Carey Road, Victoria,
British Columbia, Canada, V8Z 6T8.
<TABLE>
<S>
<CAPTION>
Shares of Common Stock Beneficially Owned (1)
<S> <C> <C> <C>
Beneficial Owner Number Of Shares Percent of Total (2)
- ----------------- ----------------- -----------------
D. Elroy Fimrite (3) 7,600,100 20.6%
Michael C. Pinch (4) 600,000 1.6
Dr. Ian Hadfield (5) 515,000 1.4
Philip Pimlott (6) 235,000 *
Scott B. Randolph -- --
United Trans-
Western Inc. (7) 8,500,000 23.1
Kentucky Financial
Inc. (8) 5,600,100 15.2
Kui Lim Lu (9) 3,000,000 8.2
85 English Bluff Road,
Delta
British Columbia,
Canada
V4M 2M4
All executive
officers and
directors as a
group
(six persons) (10) 9,072,100 24.6%
* Less than 1%
</TABLE>
(1) This table is based on information supplied
by executive officers, directors and shareholders.
Subject to applicable community property laws, each
shareholder named in the table has sole voting
and investment power with respect to the shares set
forth opposite such shareholder's name.
(2) Based on 36,816,116 shares of common stock
issued and outstanding as of December 28, 1999.
(3) Includes 5,600,100 shares of common stock held
of record by Kentucky Financial, Inc., a company owned
by members of Mr. Fimrite's family and for which Mr.
Fimrite serves as an officer and director; Mr. Fimrite
disclaims beneficial ownership over all of such shares
except to the extent of his pecuniary interest therein.
The amount beneficially owned by Mr. Fimrite does not
include 8,500,000 shares held by United Trans-Western,
Inc., a public company for which Mr. Fimrite formerly
served as an officer and director. All of the shares
beneficially owned by Mr. Fimrite are subject to the
terms of a voluntary pooling agreement, pursuant to
which he has agreed to certain transfer restrictions on
the shares over a two-year period following closing of the
acquisition of Rebound Rubber on March 31, 1999. See
"Certain Relationships and Related Transactions."
(4) The amount beneficially owned by Mr. Pinch does
not include 8,500,000 shares held by United Trans-Western,
Inc., a public company for which Mr. Pinch serves as an
officer and director. All of the shares beneficially
owned by Mr. Pinch are subject to the terms of a voluntary
pooling agreement, pursuant to which he has agreed to
certain transfer restrictions on the shares over a two-year
period following closing of the acquisition of Rebound
Rubber on March 31, 1999. See "Certain Relationships and
Related Transactions."
(5) Of the shares beneficially owned by Dr. Hadfield,
480,000 shares are subject to the terms of a voluntary
pooling agreement, pursuant to which he has agreed to
certain transfer restrictions on the shares over a two-year
period following closing of the acquisition of Rebound
Rubber on March 31, 1999. See "Certain Relationships and
Related Transactions."
(6) Includes 35,000 shares of common stock held of
record by Five Star Systems, Ltd., a company for
which Mr. Pimlott serves as an officer, director and
shareholder; Mr. Pimlott disclaims beneficial
ownership over all of such shares except to the extent of
his pecuniary interest therein. Of the shares beneficially
owned by Mr. Pimlott, 140,000 shares are subject to the
terms of a voluntary pooling agreement, pursuant to which
he has agreed to certain transfer restrictions on the
shares over a two-year period following closing of the
acquisition of Rebound Rubber on March 31, 1999. See
"Certain Relationships and Related Transactions."
(7) The shares beneficially owned by United Trans-
Western, Inc. were issued in connection with the
acquisition by LandStar in March 1999 of United Trans-
Western's joint venture rights to the rubber
devulcanization technology, and are subject to the
terms of a voluntary pooling agreement, pursuant to
which the holder has agreed to certain transfer
restrictions on the shares over a two-year period
following closing of the acquisition on March 31, 1999.
See "Certain Relationships and Related Transactions."
Mr. Pinch is an officer and director of United Trans-
Western, Inc., and Mr. Fimrite is a former officer
and director.
(8) All of the shares beneficially owned by Kentucky
Financial Inc. are subject to the terms of a voluntary
pooling agreement, pursuant to which the holder has
agreed to certain transfer restrictions on the shares
over a two-year period following closing of the
acquisition of Rebound Rubber on March 31, 1999.
Mr. Fimrite serves as president and director of Kentucky
Financial Inc. See "Certain Relationships and Related
Transactions."
(9) All of the shares beneficially owned by Dr. Lu
are subject to the terms of a voluntary pooling agreement,
pursuant to which he has agreed to certain
transfer restrictions on the shares over a two-year
period following closing of
the acquisition of Rebound Rubber on March 31, 1999.
(10) Consists of Messrs. Fimrite, Pinch, Hadfield,
Pimlott, Randolph and Terry Karpiuk.
See "Directors and Executive Officers."
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages
of the current directors and executive officers of the
Company and the principal offices and positions with the
Company held by each person. The Company's Board of
Directors currently consists of five directors,
each of whom serves a term of one year until the
next annual meeting of shareholders and until the election
and qualification of his successor, or his death,
resignation or removal. The executive officers of the
Company are appointed by the Board of Directors and
serve until the appointment and qualification of their
successors and until their death, resignation or removal.
There are no family relationships between any
of the directors and executive officers. There is no
voting agreement or other agreements by which any director
is to be elected as a director. There are no arrangements
or understandings between any director or executive
officer and any other person pursuant to which any person
was selected as director or executive officer.
<TABLE>
<S> <C> <C>
Name Age Position
- ------ ----- ---------
D. Elroy Fimrite 50 President, Chief Executive Officer
and Director
Michael C. Pinch 54 Chief Financial Officer,
Secretary and Director
Philip Pimlott 51 Vice President and Director
Terry Karpiuk 49 Vice-President, Corporate Relations
Dr. Ian Hadfield 55 Director
Scott B. Randolph 46 Director
</TABLE>
Set forth below is biographical information for the
directors and executive officers:
Directors
D. Elroy Fimrite, age 50, has served as President and
Chief Executive Officer and a Director of the Company
since January 29, 1999. Mr. Fimrite has served as a
director of Rebound Rubber Corp., a wholly-owned
subsidiary of the Company, since March 1996 and
currently serves as its President. Mr. Fimrite is
a professional accountant with a business degree and
26 years of diverse business experience including
auditing, controller, treasury, commercial real estate
development and general management. He has been
a self-employed owner and operator of a group of private
companies since 1983 and has been involved with public
companies since 1993. In the past five years, he has
served as a director and officer of nine private and
family companiesthat are involved in real estate
management and development. Since January 1996, Mr.
Fimrite has served as president and director of Kentucky
Financial Inc., a private company that provides management
and financial services to the Company
(see " Certain Relationships and Related Transactions").
Mr. Fimrite served as a director of Renco Rescouces Inc.,
a public company based in Calgary, Alberta (from August
1995 to October 1997), as an officer and director of
Trellis TechnologyCorp., a British Columbia public company
(from April 1994 to February 1996), and as an officer
and director of United Trans-Western, Inc., a Delaware
public company (from May 1997 to June 1999).
Michael C. Pinch, C.A., age 54, been a Director of the
Company since January 29, 1999 and has served in various
executive positions in the Company since that date, currently
serving as its Chief Financial Officer and Secretary. Mr.
Pinch has served as a director of Rebound Rubber Corp.,
a wholly-owned subsidiary of the Company, since June 1997
and currently also serves as its Chief Financial Officer and
Secretary. Mr. Pinch obtained his professional accounting
designation in 1970 and has been a self-employed practitioner
and consultant since 1976. Since June 1982, Mr. Pinch has
served as the sole owner, officer and director of Shina
Investments Ltd., a personal private company that provides
management services to the Company (see " Certain
Relationships and Related Transactions"). He currently
serves as president, chief executive officer and a director
of United Trans-Western, Inc., a Delaware public company
(since November 1997), and has also acted as a director
and officer of Vescan Equities Inc. (from March 1996 to
January 1997) and Trellis Technology Corp. (from June 1996
to November 1998), two British Columbia public companies.
During the periods served as director and officer of the
above companies, Mr. Pinch was active in accounting and
administration.
Philip Pimlott, age 51, was recently appointed to the
Board of Directors and as a Vice President of the
Company in November 1999. From August 1989 to
November 1999, Mr. Pimlott served as a partner and a
co-owner of Syscom Consulting Inc., a company located
in Victoria, British Columbia providing computer systems
support. He has been active in that business for the past
ten years and has broad management experience.
Dr. Ian Hadfield, age 55, was recently appointed to
the Board of Directors of the Company in November 1999.
Dr. Hadfield has practiced periodontal dentistry since
September 1970 in Victoria, British Columbia. He is
currently President of Dr. K Ian Hadfield, Inc. which is
the professional corporation in which the dental practice
is operated.
Scott B. Randolph, age 46, was recently appointed to the
Board of Directors of the Company in November 1999.
Mr. Randolph also currently serves as Vice-President of
Consulting Services for Oil and Gas Consultants, Inc. in
Tulsa Oklahoma and has been in that position since
November 1994. Mr. Randolph has served as a director
of United Trans-Western, Inc., a Delaware public company,
since May 1997.
Executive Officers
In addition to Messrs. Fimrite, Pinch and Pimlott,
the Company's executive officers are as follows:
Terry Karpiuk, age 49, was recently appointed to
as the Company's Vice President of Corporate
Relations in October 1999. Prior to such time,
Mr. Karpiuk served as an agent for London Life,
an insurance company, from September 1993
through September 1998.
Information Regarding the Board of Directors
During 1999, the Company's Board of Directors
met or took action by written consent four times.
Meetings were conducted by telephone and fax and
documented by consent resolutions signed by all
directors as physical distance restricted attendance
at formal meetings for all directors. The Company
does not currently have an audit committee or a
compensation committee, although it intends to
establish both an audit committee and a compensation
committee during the 2000 fiscal year.
Compensation of Directors
During 1999, Company directors were not compensated
for their service on the Company's Board of Directors.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth all compensation
paid to or earned by the Company's Chief Executive
Officer for the fiscal year ended December 31, 1998.
No executive officer of the Company received
compensation in salary and bonus in excess of
$100,000 during 1998.
<TABLE>
<S> <C> <C>
Name and Principal Position Year Annual Compensation
Salary
- --------------------------- ----- -------------------
D. Elroy Fimrite
Chief Executive Officer,
President, Director 1998 $90,000 (1)
</TABLE>
(1) The Company is obligated under a Management Services
Agreement entered into by Rebound Rubber Corp. with Kentucky
Financial Inc., pursuant to which the Company pays Kentucky
Financial a monthly fee of $11,625 (CDN) (representing
approximately $7,500 (US) per month or $90,000 (US)
annually based on current exchange rates) in exchange for
Mr. Fimrite's services as Chief Executive Officer and
for other management services. See "Certain Relationships
and Related Transactions."
Employment Contracts and Termination of Employment and Change
in Control Arrangements
The Company is obligated under a management services
agreement entered into by Rebound Rubber Corp. with
Kentucky Financial Inc., a corporation owned by members
of Mr. Fimrite's family and for which Mr. Fimrite serves as
president and director. Under this agreement, Kentucky
Financial provides management services to the Company
and it's subsidiaries at a rate of $11,625 (CDN) per month
(representing approximately $7,500 (US) per month or $90,000
(US) annually based on current exchange rates). The
management services include supplying the Company with a
full-time Chief Executive Officer, who is currently Mr.
Fimrite. This agreement terminates on December 31, 1999.
The Company anticipates renegotiating the agreement in early
2000, subject to the approval of the Company's board of
directors or its compensation committee. See "Certain
Relationships and Related Transactions."
The Company is obligated under a management services
agreement entered into by Rebound Rubber Corp. with
Shina Investments Ltd., a corporation owned by Mr. Pinch.
Under this agreement, Shina Investments provides management
services to the Company and it's subsidiaries at a rate of
$7,750 (CDN) per month (representing approximately $5,000
(US) per month or $60,000 (US) annually based on current
exchange rates) The management services include supplying
the Company with a full-time Chief Financial Officer, who
is currently Mr. Pinch. This agreement terminates on
December 31, 1999. The Company anticipates renegotiating
the agreement in early 2000, subject to the approval of
the Company's board of directors or its compensation
committee. See "Certain Relationships and Related
Transactions."
On March 31, 1999, the Company closed on the
transactions contemplated by the share exchange
agreement with Rebound Rubber Corp., resulting in
the issuance of 14,500,100 shares of Company common
stock to substantially all of the former shareholders of
Rebound Rubber Corp. See "Certain Relationships and
Related Transactions." The issuance of 14,500,100 shares
of Company common stock in the share exchange represented
approximately 87% of the Company's issued and outstanding
shares outstanding immediately following the transaction,
resulting in a change of control of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 28, 1998, the Company entered into a
share exchange agreement with Rebound Rubber Corp.
and substantially all of the shareholders of Rebound
Rubber Corp. This agreement provided for the issuance
of 14,500,100 shares of Company common stock in
exchange for substantially all of the issued and outstanding
shares of Rebound Rubber Corp., at a deemed value of $.25
per share or a total purchase price of $3,681,025. The
acquisition was effective on March 31, 1999.
On December 28, 1998, the Company entered into a
purchase agreement with United Trans-Western, Inc.
to acquire certain joint venture rights held by United
Trans-Western, Inc. under a joint venture agreement
between it and Rebound Rubber Corp. relating to rubber
recycling technology. On March 31, 1999, effective upon
the share exchange with Rebound Rubber, the Company
closed on the transaction with United Trans-Western, Inc.
and issued 8,500,000 share of common stock (valued
at $.25 per share) and paid $100,000 cash. United
Trans-Western, Inc. further agreed that all shares would
be subject to transfer restrictions pursuant to a two-year
voluntary pooling agreement (in addition to any restrictions
imposed by law). Mr. Pinch, the Company's Chief Financial
Officer, serves as an officer and director of United
Trans-Western, Inc., and Mr. Fimrite, the Company's
Chief Executive Officer, is a former officer and director.
On December 28, 1998, in connection with the share exchange
agreement, the shareholders of Rebound Rubber Corp. who
received shares of Company common stock also entered into
a voluntary pooling agreement. Under the voluntary pooling
agreement, each shareholder agreed to certain restrictions on
the transfer of their shares (in addition to any transfer
restrictions imposed on them by applicable law) for a period
of 18 months following March 31, 1999, the date on which the
share exchange became effective. Under the voluntary pooling
agreement, each shareholder's shares are to be released from the
transfer restrictions at the following rate: 10% released six
months after the closing on March 31, 1999; an additional 15%
to be released nine months after the closing on March 31, 1999;
an additional 20% to be released 12 months after the closing on
March 31, 1999; an additional 25% to be released 15 months after
the closing on March 31, 1999; and the remainder to be released 18
months after the closing on March 31, 1999. In addition, certain
affiliates of Rebound Rubber Corp. and United Trans-Western Inc.
orally agreed to be bound by a further voluntary pooling
agreement, pursuant to which each holder agreed to additional
transfer restrictions on their shares for a period of two years
through March 31, 2001.
The Company, and its predecessor-in-interest Rebound
Rubber Corp., have previously received funding from Kentucky
Financial, Inc., a corporation owned by members of Mr.
Fimrite's family and for which Mr. Fimrite serves as an
officer and director. On September 15, 1998, Kentucky
Financial, Inc. entered into a standby financing agreement
with Rebound Rubber Corp. pursuant to which Kentucky
Financial, Inc. provided interim financing to Rebound Rubber
Corp. in the amount of $300,000, evidenced by a convertible
debenture. In consideration for the financing, Rebound Rubber
Corp. paid to Kentucky Financial, Inc. a fee of $15,000,
representing five percent of the financing amount. The
convertible debenture had a term of one year and was convertible
into units (each unit consisting of one share of common stock
and one stock purchase warrant to purchase an additional share
of common stock) at thefollowing rates: if converted prior
to September 30, 1999, a conversion rate of $.10 per share
for a maximum of 3,000,000 shares plus 3,000,000 warrants
with an exercise price of $.10 per share; if converted after
September 20, 1999 and prior to September 30, 2001, a conversion
rate of $.20 per share for a maximum of 1,500,000 shares plus
1,500,000 warrants with an exercise price of $.20 per share;
and if converted after September 20, 2001 and prior to
September 30, 2003, a conversion rate of $.30 per share for
a maximum of 1,000,000 shares plus 1,000,000 warrants with
an exercise price of $.30 per share. As a result of the
share exchange with Rebound Rubber Corp. in March 1999,
the Company assumed Rebound Rubber Corp.'s obligations
under the convertible debenture. Subsequently, in September
1999 the holders of the convertible debentures converted the
outstanding principalinto 3,000,000 shares of Company
common stock at a conversion rate of $.10 per share and
exercised in full their stock purchase warrants for an
additional .3,000,000 shares of Company common stock at
an exercise price of $.10 per share.
The Company leases approximately 3,330 square feet of
office space in the LandStar Building, Victoria, British
Columbia, Canada where the corporate head office is
located. The lease agreement is with Carey Holdings
Ltd., a company in which Mr. D. E. Fimrite, president
and director of LandStar, has a financial interest. The
Company recently entered into a new lease agreement,
effective January 1, 2000, for a term of five years
through December 31, 2004, at a monthly lease rate of
$4,163 plus applicable additional rent for common costs.
The building is a multi-tenant facility and the rental
rate is equivalent to rental rates paid by other tenants
within the facility for comparable space. The Company
believes that the terms of its office lease are at least
as favorable as those the Company could obtain from an
independent third party.
The Company is obligated under a management services
agreement, dated April 1, 1998, as amended January 4, 1999,
entered into by Rebound Rubber Corp. with Kentucky
Financial Inc., a corporation owned by members of Mr.
Fimrite's family and for which Mr. Fimrite serves as an
officer and director. Under this agreement, Kentucky
Financial provides management services to the Company
and it's subsidiaries at a rate of $11,625 (CDN) per month
(representing approximately $7,500 (US) per month or $90,000
(US) annually based current exchange rates). The management
services include supplying the Company with a full-time
Chief Executive Officer, who is currently Mr. Fimrite.
This agreement terminates on December 31, 1999. The
Company anticipates renegotiating the agreement in early
2000, subject to the approval of the Company's board of
directors or its compensation committee.
The Company is obligated under a management services
agreement, dated April 1, 1998, as amended January 4, 1999,
entered into by Rebound Rubber Corp. with Shina Investments
Ltd., a corporation owned by Mr. Pinch. Under this agreement,
Shina Investments provides management services to the Company
and it's subsidiaries at a rate of $7,750 (CDN) per month
(representing approximately $5,000 (US) per month or $60,000
(US) annually based current exchange rates).. The management
services include supplying the Company with a full-time Chief
Financial Officer, who is currently Mr. Pinch. This agreement
terminates on December 31, 1999. The Company anticipates
renegotiating the agreement in early 2000, subject to the
approval of the Company's board of directors orits
compensation committee.
DESCRIPTION OF SECURITIES
The following is a summary description of the Company's
capital stock and of certain provisions of the Company's
Articles of Incorporation and Bylaws, each as amended.
This summary is not intended to be complete and is subject
to and qualified in its entirety by reference to the Articles
and the Bylaws, copies of each of which are filed as exhibits
to this Registration Statement on Form 10-SB.
General
The Company's authorized capital consists of 100,000,000
shares of common stock, $.001 par value per share. As of
December 28, 1999, the Company had 36,816,116 shares of
common stock issued and outstanding, all of which are
validly issued, fully paid and nonassessable.
Common Stock
Holders of outstanding shares of common stock are
entitled to one vote per share on all matters submitted to
a vote of the shareholders. All shares of the common
stock have equal voting rights. There are no cumulative
voting rights in the election of directors. Holders of a
majority of the outstanding shares of common stock
constitute a quorum at any meeting of shareholders and
the vote by the holders of a majority of the outstanding
shares of common stock is required to effect certain
fundamental corporate changes, including any liquidation,
merger or sale of substantially all of the Company's assets.
Holders of outstanding shares of common stock are entitled
to receive dividends, if, as, and when declared by the Board
of Directors out of funds legally available therefore.
Dividends may be paid in cash, property, or shares of
common stock. Upon liquidation of the Company, holders
of outstanding shares of common stock are entitled to share
ratably in all assets of the Company remaining after payment
of liabilities. Holders of outstanding shares of common stock
have no preemptive rights or other rights to subscribe for
unissued or treasury shares or securities convertible into or
exercisable or exchangeable for shares of common stock.
Preferred Stock
The Company has not authorized or issued any preferred
stock.
Anti-Takeover Provisions
The Company's Articles of Incorporation and Bylaws
do not contain any provision that may delay, defer or
prevent a change in control of the Company.
Sections 78.378 through 78.3793 of the Nevada
Revised Statutes contain provisions that govern
the acquisition of, and place restrictions on an
acquiror's voting rights following acquisitions of,
controlling interests in Nevada corporations that
have at least 200 shareholders of record with at
least 100 that have street addresses in the State
of Nevada. These statutory provisions do not
apply to the Company.
Director and Officer Liability and Indemnification
The Company's Articles and Bylaws provide
that the liability of the Company's directors and
officers is limited and that the Company will indemnify
its directors, officers and employees to the fullest
extent permitted by law. The Company is not obligated
to indemnify it directors, officers or employees for any
action in which the person was adjudged guilty of willful
misfeasance or malfeasance in the performance of his
duties. Insofar as indemnification for liability arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant
to those provisions, or otherwise, the Company has been
advised that, in the opinion of the Securities Exchange
Commission, this indemnification is against public policy
as expressed in the Securities Act and is unenforceable.
Transfer Agent and Registrar
The transfer agent and registrar for the Company
common stock is Manhattan Transfer Registrar Co.,
whose address is 58 Dorchester Rd., Lake Ronkonkoma,
N.Y. 11779.
PART II
MARKET PRICE OF AND DIVIDENDS ON THE
COMPANY COMMON STOCK AND OTHER
SHAREHOLDER MATTERS
The Company common stock is traded on the OTC
Bulletin Board under the symbol "LDSR." The common
stock first began trading on the OTC Bulletin Board on
October 2, 1998. The table below sets forth, for the
calendar quarters indicated since the date that the
common stock began trading, the high and low bid
prices for the common stock as reported by the OTC
Bulletin Board. These prices reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may
not represent actual transactions.
<TABLE>
<CAPTION>
LandStar, Inc.
Common Stock
<S> <C> <C> <C> <C> <C>
High Low
1998 First Quarter -- --
Second Quarter -- --
Third Quarter -- --
Fourth Quarter (beginning October 2, 1998) $1.28 $0.25
1999 First Quarter 2.00 0.41
Second Quarter 1.56 0.91
Third Quarter 0.42 0.24
Fourth Quarter (through December 21, 1999) 0.77 0.23
</TABLE>
On December 28, 1999, there were approximately 206
shareholders of record. The Company has not declared
dividends on the common stock and does not anticipate
paying dividends on the common stock in the foreseeable
future.
OTC Trading Market
The common stock is currently traded on the OTC
Bulletin Board under the symbol "LDSR" In the event
that the Company does not become a reporting company
under the Exchange Act prior to January 20, 2000, the
Company common stock will not be eligible for quotation
on the OTC Bulletin Board until such time that the Company
becomes an Exchange Act reporting company. As of the date
of this registration statement, the Company does not qualify
and is filing this registration statement for the purpose
of satisfying the eligibility criteria. There can be no
assurance that the Company common stock will continue to be
traded on the OTC BulletinBoard, or that a regular trading
market will develop or be sustained after the date of this
registration statement. In the event that the Company does
not qualify for continued trading on the OTC Bulletin Board
after January 20, 2000, an investor may find it more difficult
to dispose of, or to obtain accurate quotations as to the
market value of, the common stock than if it were listed on
the OTC Bulletin Board or any other quotation system.
In the event the common stock fails to continue to be
eligible for quotation on the OTC Bulletin Board, the Company
expects its common stock would be listed on the National
Quotation Bureau's Pink Sheets.
Penny Stock Regulation
For as long as the common stock is traded on a system other
than a national securities exchange or The Nasdaq Stock Market
quotation system, and the trading price of the common stock is
below $5.00 per share, trading in such securities will be
subject to the requirements of certain "penny stock" rules
promulgated under the Exchange Act. These rules require
additional disclosure to investors by broker-dealers in
connection with any tradesinvolving a stock defined as a penny
stock (generally, any equity security that has a market price
of less than $5.00 per share, subject to certain exceptions).
Such rules require that, prior to any penny stock transaction,
the broker-dealer deliver to the investor a disclosure
statement explaining the penny stock market and the
associated risks with the market. The rules also impose
sales practice requirements onbroker-dealers who sell penny
stocks to persons other than to established customers or
accredited investors (generally institutions). For these
types of transactions, the broker-dealer must make a special
suitability determination for the purchaser and have received
the purchaser's written consent to the transaction prior to
sale. The additional burdens imposed upon broker-dealers by
such requirements may discourage broker-dealers from effecting
transactions in the Company's securities, which could severely
limit the market price and liquidity of such securities and
the ability of investors to dispose of any shares of common
stock in the secondary market.
Shares Eligible For Future Sale
The Company common stock is currently traded on the
OTC Bulletin Board and there is a limited public market for
the common stock. Sales of substantial amounts of the
common stock in the public market, or the perception that
such sales may occur, could adversely affect market price of
the common stock from time to time in the public market and
could impair the Company's ability to raise additional capital
through the sale of its equity securities in the future.
As of December 28, 1999, there were 36,816,116 shares
of common stock issued and outstanding, consisting of
32,194,616 restricted shares of common stock, and 4,621,500
shares of common stock that are currently freely tradable
without restriction.
The 32,194,616 restricted shares will become freely
tradable if subsequently registered under the Securities
Act or to the extent permitted by Rule 144 or some other
exemption from registration under the Securities Act. The
Company has not granted any registration rights with
regard to any shares of common stock. In addition,
holders of approximately 23,000,100 restricted shares have
entered into voluntary pooling agreements agreeing to certain
restrictions on the transfer of their shares for 18 to 24
months following March 31, 1999, the closing of the
share exchange agreement between LandStar and Rebound
Rubber Corp. "Certain Relationships and Related
Transactions."
In general, under Rule 144 as currently in effect, if one
year has elapsed since the date of acquisition of
restricted shares from the Company or an affiliate of
the Company, the holder will be entitled to sell in the
public market, during any three month period, a certain
amount of shares of common stock. The maximum number
of shares of common stock that may be sold during such
period will be the greater of 1% of the total number of the
then outstanding shares of common stock or the average
weekly trading volume of shares of common stock during
the four calendar weeks preceding the date on which notice
of the sale is filed with the Securities Exchange Commission.
Sales under Rule 144 are also subject to certain requirements
as to the manner of sale, notice and availability of current
public information about the Company. If the holder of the
shares has held the common stock for at least two years,
the shareholder, other than an affiliate of the Company, will
be entitled to sell the restricted shares in the public market
under Rule 144(k) without regard to the volume limitations,
manner of sale requirements, public information requirements
or notice requirements.
Of the restricted shares, approximately 1,000,000 shares
are currently eligible for sale pursuant to Rule 144 under
the Securities Act (subject to volume limitations), none
of which are held by affiliates of the Company.
Approximately 23,000,100 restricted shares will become
eligible for sale pursuant to Rule 144 (subject to volume
limitations and the voluntary pooling agreements) upon
the expiration of one-year holding periods beginning on
March 31, 2000. The remaining restricted shares will become
eligible for sale under Rule 144 (subject to volume
limitations) upon the expiration of one-year holding
periods beginning in July 2000.
LEGAL PROCEEDINGS
On December 15, 1999, the Company filed a complaint
in the Supreme Court of British Columbia
(file no. C996620) against Walter Brandl,
Dr. F. Kui Lim Lu, Peter Lochhead,Pollutec Resources Inc.,
GWN Pyrolytic Corp. and Jan Fikkert. Dr. F. Kui Lim Lu
beneficially owns more than five percent of the outstanding
common stock of the Company and is a former director of
Rebound Rubber Corp., a wholly owned subsidiary of the
Company. The complaint alleges breach of contract,
intentional interference with business relations and
defamation and seeks monetary and injunctive relief.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None.
RECENT SALES OF UNREGISTERED SECURITIES
The Company was incorporated in the State of Nevada on
May 4, 1998. On March 31, 1999, pursuant to the terms
of a share exchange agreement with Rebound Rubber Corp.,
substantially all of the shareholders of Rebound Rubber
exchanged their shares for shares of Company common stock
on a one-for-one basis. As a result of the share exchange,
the shareholders of Rebound Rubber acquired a majority of the
outstanding shares of the Company and Rebound Rubber
became a subsidiary of the Company. For accounting
purposes, the share exchange was accounted for as a reverse
purchase, with Rebound Rubber as the continuing entity.
The following paragraphs set forth information with respect
to all securities of the LandStar since incorporation in May
1998. All of the securities issued and sold, as described
below, were sold in reliance on exemptions under the Securities
Act and were not registered under the Securities Act.
The Company was incorporated in May 1998 and
issued a total of 1,000,000 shares of its common stock to its
two founders, in consideration for their contributions to the
business and capital of the Company. The shares were issued
in reliance on Section 4(2) under the Securities Act, bearing
appropriate restrictive legends, and were issued as follows:
<TABLE>
<S> <C>
Name Number of Shares
- ----- ----------------
Daniel L. Hodges 500,000
Robert J. Paul 500,000
TOTAL 1,000,000
</TABLE>
From May 25, 1998 through June 8, 1998,
the Company sold and issued in a private placement to
59 foreign investors an aggregate of 1,600,000 shares of
common stock. The private offering was made in reliance
on Rule 504 under the Securities Act. The total offering
price was $50,000, or a price of $0.03125 per share.
The Company filed a Form D with the Commission on
August 13, 1998, relating to the offering.
On December 28, 1998, the Company entered into a
share exchange agreement with Rebound Rubber Corp. and its
shareholders. On March 31, 1999, upon consummation of
the share exchange, the Company issued an aggregate of
14,500,100 unregistered shares of Company common stock to
the shareholders of Rebound Rubber Corp. pursuant to the
terms of the share exchange agreement. All of the
shareholders who acquired shares of Company common
stock in the share exchange were foreign/non-U.S. persons.
The shares were issued in reliance on Regulation S under
the Securities Act and the certificates for the shares
bear appropriate restrictive legends.
On December 31, 1998, the Company entered into a
purchase agreement with United Trans-Western, Inc. for the
acquisition of United Trans-Western's joint venture interest
relating to certain rubber recycling technology. On
March 31, 1999, upon closing of the acquisition, the Company
issued an aggregate of 8,500,000 unregistered shares of
Company common stock (at a deemed price of $.25 per share)
and paid $100,000 cash to United Trans-Western, Inc.
The shares were issued in reliance on Regulation S under the
Securities Act and the certificates for the shares bear
appropriate restrictive legends.
On March 31, 1999, the Company sold and issued in
a private placement to 14 foreign investors an aggregate of
2,018,000 shares of Company common stock. The private
offering was made in reliance on Rule 504 under the
Securities Act. The total offering price was $497,000,
or a price of $0.25 per share. In connection with this
private offering, the Company issued an aggregate of 260,000
shares of common stock to certain foreign persons as finders
fees for their assistance in the offering. The Company filed
a Form D with the Commission on April 6, 1999, relating to the
offering. The Company issued the shares as payment of finders'
fees as follows:
<TABLE>
<S> <C>
Name No. of Shares
- ------ -------------
Nascan Ventures Ltd. 35,000
Keith McLennon 40,000
Rhapaw Capital Corp. 110,000
Roy G. Biv & Associates 75,000
</TABLE>
On March 31, 1999, the Company sold and issued in
a private placement to 3 foreign investors an aggregate
of 934,000 units, each unit consisting of one share of
common stock and one stock purchase warrant to purchase
an additional share of common stock. The total offering
price was $233,500, or a price per unit of $0.25.
The stock purchase warrants had a term of two years and
were exercisable at a price of $0.25 at any time on or
before March 31, 2000, and at a price of $0.50 at any time
after March 31, 2000 and before March 31, 2001. The private
offering was made in reliance on Rule 504 under the Securities
Act. The Company filed a Form D with the Commission on
April 6, 1999, relating to the offering. In September 1999,
each of the investors exercised their stock purchase warrants
in full and the Company issued an additional 934,000 shares
of common stock.
On July 5, 1999, the Company sold and issued in a
private placement to one foreign investor 300,000 shares of
common stock for a total offering price of 99,900, or a price
per share of $0.333. The private offering was made in reliance
on Regulation S under the Securities Act and the certificates
for the shares bear appropriate restrictive legends.
In September 1999, holders certain conversion rights
on a Fixed Charge Convertible Debenture dated September 30, 1998
between Rebound Rubber Corp. and Kentucky Financial Inc.,
exercised their conversion rights. The convertible debenture
was originally issued to evidence a $300,000 financing from Kentucky
Financial to Rebound Rubber, pursuant to a standby financing
agreement dated September 15, 1998. The convertible debenture had
a term of one year and was convertible into units (each unit
consisting of one share of common stock and one stock purchase
warrant to purchase an additional share of common stock) at the
following rates: if converted prior to September 30, 1999, a
conversion rate of $.10 per share for a maximum of 3,000,000
shares and 3,000,000 warrants with an exercise price of $.10
per share; if converted after September 20, 1999 and prior to
September 30, 2001, a conversion rate of $.20 per share for a
maximum of 1,500,000 shares and 1,500,000 warrants with an
exercise price of $.20 per share; and if converted after
September 20, 2001 and prior to September 30, 2003, a conversion
rate of $.30 per share for a maximum of 1,000,000 shares and
1,000,000 warrants with an exercise price of $.30 per share.
On September 30, 1999, the holders of the convertible debentures
converted the outstanding principal into 3,000,000 shares of
Company common stock at a conversion rate of $.10 per share
and exercised in full their stock purchase warrants for an
additional .3,000,000 shares of Company common stock at an
exercise price of $.10 per share. The shares were issued in
reliance on Regulation S under of the Securities Act and the
certificates for the shares bear appropriate restrictive
legends.
In December 1999, the Company sold and issued in a
private placement to four accredited U.S. purchasers an
aggregate of 1,440,024 units, each unit consisting of one
share of common stock and one warrant to purchase an additional
share of common stock, at a purchase price of $.20833 per unit
or a total offering price of $300,000. The warrants have a
term of one year and are exercisable at a rate of $2.00 per
share. The private offering was made in reliance on Regulation
506 under the Securities Act and the Company filed a Form D for
the offering in December 1999.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 78.037 of the Nevada Revised Statutes,
the Company's Articles of Incorporation limit the personal
liability of its directors and officers to the Company or its
shareholders for damages for breach of fiduciary duty as a
director or officer. This provision, however, does not
eliminate or limit the liability of any director or officer
for and of the following: (a) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of the law;
or (b) the payment of unlawful distributions or dividends.
The Company's Bylaws also provide that the Company will
indemnify its directors, officers and employees to the
full extent of the law, except in cases in which the person
is adjudged guilty of willful misfeasance or malfeasance in
the performance of his duties. In addition, the Bylaws provide
that the Company will provide to any person who is or was a
director, officer, employee, or agentof the Company
(or is or was serving at the request of the Company as a
director, officer, employee, or agent of a corporation,
partnership, joint venture, trust or enterprise) indemnification
against litigation or settlement expenses, to the extent
specifically permissible under applicable law.
FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Index to the Financial Statements
<S> <C>
Independent Auditor's' Report on the
Financial Statements 1
Audited Financial Statements:
Consolidated Balance Sheet as of
September 30, 1999 2
Consolidated Statements of Operations for the
nine months ended September 30, 1999,
year ended December 31, 1998 and for the
period from December 13, 1996
(date of incorporation) to September 30, 1999 3
Consolidated Statements of Shareholders' Equity
for the period from December 13, 1996
(date of incorporation) through September 30, 1999 4
Consolidated Statements of Cash Flows for the nine
months ended September 30, 1999,
year ended December 31, 1998 and for the period
from December 13, 1996
(date of incorporation) to September 30, 1999 5
Notes to Consolidated Financial Statements 6-9
</TABLE>
<PAGE>24
INDEPENDANT AUDITORS REPORT
Board of Directors
LandStar, Inc.
We have audited the accompanying consolidated balance
sheet of LandStar, Inc. (a development stage enterprise)
as of September 30, 1999, and the related statements of
operations, shareholders' equity and cash flows for the
nine-month period ended September 30, 1999, the year ended
December 31, 1998, and the period from incorporation
(December 13, 1996) through September 30, 1999. These
financial staements are the responsibility of the Company's
management. Our responsibility is to express an opiion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of LandStar, Inc. (a development stage enterprise)
as of September 30, 1999, and the results of its operations
and its cash flows for the nine-month period ended September
30, 1999, the year ended December 31, 1998 and the period
from incorporation (December 13, 1996) through September
30, 1999, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
As discussed in Note 1, the Company is in the development
stage, has incurred significant losses since inception and
will require additional amounts of funding to fully implement
its business plan. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also
describede in Note 1. The accompanying financial statements
do not include and adjustments that might result from the
outcome of this uncertainty.
Hein + Associates LLP
Dallas, Texas
November 17, 1999
<PAGE>25
LANDSTAR, INC.
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
30-Sep-99
<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
CURRENT ASSETS:
Cash $ 1,724
Accounts receivable 16,699
Prepaid expenses and deposits 20,856
-------
Total current assets 39,279
PLANT AND EQUIPMENT, net:
Plant and laboratory equipment 549,096
Leasehold improvemnets 81,729
Office equipment 15,098
Less accumulated depreciation (2,000)
--------
643,923
INTANGIBLE ASSET- technology rights, net of accumulated
amortization of $241,080 2,997,002
---------
Total Assets $ 3,680,204
=========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C>
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 515,836
Advances from related parties 130,293
-------
Total current liabilities 646,129
COMMITMENTS (Note 3)
Common stock, $.001 par value, 100,000,000 shares
authorized;35,856,100 shares issued and
outstanding 35,856
Additional paid-in capital 6,075,224
Deficit accumulated in the
development stage (3,077,121)
-----------
Total shareholders' equity 3,034,075
-----------
Total liabilities and shareholders'
equity
</TABLE>
See accompanying notes to these consolidated financial
statements.
F2
<PAGE>26
LANDSTAR, INC.
(A Development Stage Enterprise)
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
<S> <C> <C> <C>
For The
Period
13-Dec-96
Nine Months (Date of
Ended 30-Sep Year Ended Incorporation)
1999 31-Dec-1998 to 30-Sep-99
------------ ------------ -------------
REVENUE $ - $ - $ -
EXPENSES:
Research 29,365 - 29,365
and development
General 2,108,639 382,190 2,790,106
and administrative
Depreciation 185,280 57,800 243,080
and amortization
Interest, net 4,370 10,200 14,570
--------- -------- ----------
Total Expenses 2,327,654 450,190 3,077,121
--------- -------- ----------
NET LOSS (2,327,654) (450,190) (3,077,121)
=========================================
NET LOSS PER SHARE
(Basic and Diluted) (0.11) (0.05)
=========================
WEIGHTED AVERAGE SHARES
OUTSTANDING 20,497,000 9,643,000
===========================
</TABLE>
See accompanying notes to these consolidated financial
statements.
F3
<PAGE>27
<TABLE>
<CAPTION>
LANDSTAR, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASHFLOWS
<S> <C> <C> <C>
For The
Period
13-Dec-96
Nine Months (Date of
Ended 30-Sep Year Ended Incorporation)
1999 31-Dec-1998 to 30-Sep-99
------------ ------------ -------------
OPERATING ACTIVITIES:
Net Loss $ (2,327,654) $ (450,190) $ (3,077,121)
Adjustments to reconcile
net loss to net cash
used in operating activities:
Depreciation 185,280 57,800 243,080
& Amortization
Stock issued 1,165,000 - 1,165,000
for Services
Changes in operating assets
and liabilities:
Current assets (30,916) (6,639) (37,555)
Accounts Payable
and accrued expenses 493,298 (238,791) 515,836
------- -------- -------
Net cash used in operating
activities (514,992) (637,820) (1,190,760)
--------- ---------- -----------
INVESTING ACTIVITIES:
Acquisition of
technology rights (238,750) (579,212) (1,113,082)
Additions to plant and
equipment (645,924) - (645,924)
--------- --------- ----------
Net cash used in investing
activities (884,674) (579,212) (1,759,006)
--------- ---------- -----------
FINANCING ACTIVITIES:
Proceeds from
debenture 284,400 115,600 400,000
Advances from related
parties 126,664 205,505 662,462
Proceeds (repayment)
of loan (34,000) 31,169 -
Proceeds from
issuance of
common stock 1,024,000 864,960 1,889,028
---------- -------- ---------
Net cash provided by
financing activities 1,401,064 1,217,234 2,951,490
--------- --------- ---------
INCREASE(DECREASE)IN
CASH 1,398 202 1,724
CASH AND CASH
EQUIVALENTS AT
BEGINNING OF PERIOD 326 124 -
--------- ---------- ---------
CASH AND CASH EQUIVALENTS
ATEND OF PERIOD $ 1,724 $ 326 $ -
========= ========== ==========
SUPPLEMENTAL INFORMATION-
cash paid during the period
for interest $ 4,370 $ - $ 4,370
========= =========== ==========
NONCASH TRANSACTIONS:
Shares issued to
acquire technology
rights $2,125,000 $ - $2,125,000
Shares issued to retire
liabilities 400,000 532,168 932,168
</TABLE>
See accompanying notes to these consolidated financial
statements
F-5
<PAGE>28
<TABLE>
<CAPTION>
LANDSTAR, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 13, 1996
(DATE OF INCORPORATION) THROUGH SEPTEMBER 30, 1999
<S> <C> <C> <C> <C>
DEFECIT
ACCUMULATED
ADDITIONAL IN THE
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPTIAL STAGE TOTAL
--------------------------------------------------
Shares issued upon
incorporation at
$.68 per share 100 - $ 68 - $ 68
Net loss for year - - - (299,277) (299,277)
-------------------------------------------------
Balances,Dec.31/97 100 - 68 (299,277) (299,209)
Shares issued to
foundersfor pre-
incorporation and
start-up phase
services forcash at
$.0068 per share in
March, July and
September 1998 7,260,000 7,260 42,10 - 49,368
Shares issued in
March1998 for
reduction in
related party
advancesmade during
1997 at $.102
per share 5,000,000 5,000 505,000 - 510,000
Shares issued for
cash at$.34 per
share during
April through
June 1998 2,464,000 2,464 835,296 - 837,760
Net loss for
year - - - (450,190) (450,190)
--------------------------------------------------
Balances,
Dec.31/98 14,724,100 14,724 1,382,472 (749,467) 647,729
Shares issued for
cash in February
and March 1999 at
$.25 per share 2,762,000 2,762 687,738 - 690,500
Shares issued in
March 1999 to
acquirenet assets
of LandStar 2,600,000 2,600 (2,600) - -
Adjustment for RRC
shareholders not
participating in
reverse acquisition
of LandStar (224,000) (224) 224 - -
Shares issued in March
1999 to acquire U.S.
Joint Venture
technologyrights at
$.25 per share 8,500,000 8,500 2,116,500 - 2,125,000
Shares issued in
March 1999 as
finder'sfee at $.25
per share 260,000 260 64,740 - 65,000
Shares issued in
September 1999 to retire
debenture due related
party at $.067 per
share; valued at total
of $.25 per share 6,000,000 6,000 1,494,000 - 1,500,000
Shares issued in
September 1999 upon
exercise of warrants
for cash at $.25
per share 934,000 934 232,566 - 233,500
Shares issued in
September 1999 for
cash at $.333 per
share 300,000 300 99,700 - 100,000
Net loss for period - - - (2,327,654) (2,327,654)
-------------------------------------------------------
35,856,100 $35,856 $6,075,340 $(3,077,121) 3,034,075
========================================================
</TABLE>
See accompanying notes to these consolidted financial
statements.
F-4
<PAGE>29
LANDSTAR, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization and Presentation
- ------------------------------
LandStar, Inc. ("LandStar") was incorporated on May 4, 1998
as aNevada corporation. LandStar was basically inactive until
it acquired approximately 98.5% of the common stock of Rebound
Rubber Corporation ("RRC") on March 31, 1999. RRC is involved
in the development of certain technology rights for the
recycling of rubber. In the acquisition of RRC, the shareholders
of RRC obtained the controlling interest of the combined entity,
and RRC's management became the management of the combined
entity.For accounting purposes, the merger is treated as a
recaptialization of RRC under the capital structure of LandStar
and an acquisition of the net assets of LandStar. Threfore,
the historical financial statements included herein are those
of RRC, but reflect the legal capital structure of LandStar.
RRC, LandStarand a wholly-owned subsidiary, LandStar (Ohio)
L.L.C., are referred to collectively as "the Company". The
Company has had no revenues from operations and is considered
to be in the development stage at September 30, 1999.
Principles of Consolidation
- ---------------------------
The consolidated financial statements include the accounts
of the Company and its subsidiaries. All significant
intercompnay accounts and transactions have been eliminated
in consolidation.
Foreign Currency Presentation
- -----------------------------
RRC maintains its accounts in its functional currency of
Canadian dollars. The RRC accounts have been converted
into U.S. dollars at the September 30, 1999 exchange rate
of $1.00 (Canadian) to $.68 (U.S.) for purposes of preparation
of these consolidated financial statements.
Loss per Common Share
- ---------------------
Basic loss per common share is based upon the weighted
average number of common shares outstanding. Diluted
loss per share also considers common stock equivalents
would be antidilutive.
Plant and Equipment
- -------------------
Plant and equipment is recorded at cost, less accumulated
depreciation. Depreciation is calculated using the
straight-line method over the estimated useful lives of the
assets beginning when the assets are placed in service. At
September 30, 1999, the Company's plant and laboratory
equipment were under construction, and depreciation on
these assets had not commenced.
Cash Equivalents
- ----------------
For purposes of reporting cash flows, the Company considers
all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
Income Taxes
- ------------
The Company accounts for deferred income taxes on the
liability method, whereby deferred income taxes are
provided for temporary differences bwtween financial
statements and income tax reporting amounts. The Company
files a Canadian tax return for RRC and U.S. TAX RETURNS FOR
LANDSTAR AND LANDSTAR (OHIO) L.L.C.
<PAGE>30
LANDSTAR, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comprehensive Income (Loss)
- ---------------------------
Comprehensive income is defined as all changes in
shareholders' equity, exclusive of transactions with owner,
such as capital investments. Comprehensive income or loss
includes net income or loss, changes in certain assets and
liabilities that are directly in equity such as translation
adjustments on investments in foreign subsidiaries, and
certain changes minimum pension liabilities. The Company's
comprehensive loss was equal to its net loss for all periods
presented.
Long-Lived Assets
- -----------------
In the event that facts and circumstances indicate that
the cost of long-lived assets may be impaired, an evaluation
of rcoverability would be performed. If an evaluation is
required, the estimated future undiscounted cash flows
associated with the asset would be compared to the asset's
carrying amount to determine if a write-down to market value
or discounted cash flow value is required.
Technology Rights
- -----------------
The acquisition costs of the Company's technology rights for
the recycling of rubber have been capitalized and are being
amortized over ten years.
Continuation as a Going Concern
- -------------------------------
The accompanying financial statements and related footnotes
have been prepared assuming the Company will continue as a
going concern. The Company is in the development stage, has
incurred significant losses since inception and will require
additional funding to fully implement its business plan.
These factors raise substantial doubt about the Company's
ability to continue as a going concern.The ability of the
Company to continue as a going concern and carry out its
business plan is dependent on the Company raising capital
and achieving projections of sales reflected in the business
plan. The Company intends to raise capital through private
placements and through a public offering, but there is no
assurance that the Company will be successful in raising any
capital by these
means.
2. ACQUISITION OF TECHNOLOGY RIGHTS
--------------------------------
In 1997 and 1998, the Company paid a total of approximately
$874,000 to the Guangzhou Research Institute for Reclaimed
Resources ("GRI"), a state owned enterprise in the Peoples
Republic of China, for the rights to use certain technology
for the recycling of rubber. In March 1999, simultaneous with
the merger with LandStar described in Note 1, the Company
paid $100,000 and issued 8,500,000 shares of common stock to
acquire certain rights to the rubber recycling technology,
which were held by United Trans-Western, Inc.("UTWI"). Two
officers and directors of the Company are also officers and
directors of UTWI. In addition, the Company paid certain costs
associated with this acquisition of $138,750. The transaction
was recorded based on the estimated market value of the stock
of $2,125,000 and the cash payments.
<PAGE>31
LANDSTAR, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. COMMITMENTS
-----------
The Company leases office space from an entity affiliated with
an officer and director of the Company for $2,875 per month.
The term of the lease is through May 2004. The Company also
leases warehouse space used for construction of its pilot plant.
The terms of the lease require monthly payments of $4,267
through April 2000. Rental expense was $51,504 and $36,750
respectively for the nine months ended September 30, 1999 and
the year ended December 31, 1998.
Future minimum lease payments of September 30, 1999 were
as follows:
<TABLE>
<S> <C>
Year ended September 30
- -----------------------
2000 $64,370
2001 34,500
2002 34,500
2003 34,500
2004 20,125
--------
187,995
--------
</TABLE>
4. INCOME TAXES
------------
The components of the Company's deferred tax accounts at
September 30, 1999 are as follows:
<TABLE>
<S> <C>
Deferred tax asset-net
operating loss Carryforwards $1,200,000
Deferred tax liability-development
costs capitalized for tax and
expensed for book (135,000)
Deferred tax asset valuation
allowance (1,065,000)
-----------
Net deferred tax asset $ - -
-----------
</TABLE>
At September 30, 1999, the Company had net operating
loss carryovers of approximately $1,900,000 for United
States tax purposes and approximately $860,000 for Canadian
tax purposes. If not utilized, the United States net
operating loss will expire in 2019; and the Canadian
tax loss will expire in 2005 and 2006.
5. RELATED PARTY TRANSACTIONS
--------------------------
The Company has received funding from Kentucky Financial,
Inc. ("KFI")since inception. KFI is a major shareholder of
the Company and one of kfi's principals is an officer and
director of the company. Amounts advanced by KFI during
1997 of $510,000 were converted to common stock in March
1998, based on a prior understanding, at $.102 per share.
A debenture payable to KFI and other investors of $400,000
for loans made in mid to late 1998, were converted to common
stock in September 1999 at $.067 per share. The shares issued
in March 1998 were recorded at the conversion price of $.102
per share based on the estimated value of the shares during
the period of the advances. The shares issued in
<PAGE>32
LANDSTAR, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
the period of the advances; and the amount in excess of
the conversion price, which totaled $1,100,000 was recorded
as an expense.
At September 30, 1999, the Company had $79,429 of advances
due KFI and $50,864 due an entity affiliated with another
director of the Company. These advances are non-interest
bearingand contain no specific repayment terms.
In March, July and September 1998, the Company issued a total
of 7,260,000 shares of common stock, based on prior
agreements,at $.0068 per share to founders of the Company,
who are currentlydirectors and other affiliated parties.
The shares were issued for services related to the
formation and start-up of the Company. The shares were
sold at the estimated value of the stock at the time the
services were performed.
The Company acquired certain technology rights from UTWI, a
related party, as described in Note 2.
<PAGE>33
PART III
<TABLE>
<CAPTION>
INDEX AND DESCRIPTION OF EXHIBITS
<S> <C>
Exhibit Number Description
- -------------- ------------
2.1 Articles of Incorporation filed
May 4, 1998
2.2 Bylaws
3.1 Specimen Common Stock Certificate
6.1 Lease Agreement between Carey Holdings
Ltd. and
LandStar, Inc. dated January 1, 2000
6.2 Management Services Agreement between
Rebound
Rubber Corp. and Kentucky Financial Inc.
dated April 1, 1998,
as amended January 4, 1999
6.3 Management Services Agreement between
Rebound Rubber
Corp. and Shina Investments Ltd. dated
April 1, 1998, as
amended January 4, 1999
6.4 Agreement on the Transfer of Technological
Achievements
between Guangzhou Research Institute for
Utilization of Reclaimed
Resources and Rebound Rubber Corp., dated
March 12, 1997, as
amended November 28, 1998
6.5 Agreement on the Transfer of Technological
Achievements between
Guangzhou Research Institute for Utilization
of Reclaimed Resources
and Rebound Rubber Corp., dated March 12, 1997,
as amended
November 28, 1998
6.6 Letter of Appointment between Guangzhou
Research Institute for
Utilization of Reclaimed Resources and
Rebound Rubber Corp.,
dated March 12, 1997
6.7 Share Exchange Agreement between LandStar, Inc.,
Rebound Rubber
Corp. and the shareholders named therein, dated
December 31, 1998
6.8 Voluntary Pooling Agreement between Rebound
Rubber Corp.,
Manhattan Transfer & Registrar and the
shareholders named therein
dated December 31, 1998
6.9 Purchase Agreement between LandStar, Inc.
and United Trans-Western,
Inc. dated December 31, 1998
21.1 Subsidiaries of the Registrant
27.1 Financial Data Schedule
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange
Act of 1934, the registrant caused this registration statement
to be signed on its behalf, thereunto duly authorized.
Dated as of the 30th day of December, 1999
LANDSTAR, INC.
By: /s/ D. Elroy Fimrite
D. Elroy Fimrite, President
By: /s/ Michael C. Pinch
Michael C. Pinch, Chief Financial Officer
EXHIBIT 21.1
SUBSIDIARIES OF LANDSTAR, INC.
Rebound Rubber Corp.
LandStar (Ohio) L.L.C.
EXHIBIT 27.1
FINANCIAL DATA SCHEDULE
The following schedule contains summary financial
information as of September 30, 1999 that has been
extracted from the audited financial statements of
LandStar, Inc. (the "Company") and is qualified in
its entirety by reference to such financial statements.
The Company's financial statements as of
September 30, 1999 have been audited by Hein + Associates
LLP, independent auditors.
<TABLE>
<S> <C>
PERIOD-TYPE YEAR
- --------------- -----------
FISCAL-YEAR-END Dec-31-1999
PERIOD-START Jan-01-1999
PERIOD-END Sept-30-1999
CASH 1,724
SECURITIES 0
RECEIVABLES 16,699
ALLOWANCES 0
INVENTORY 0
CURRENT-ASSETS 39,279
PP&E 643,923
DEPRECIATION 2,000
TOTAL-ASSETS 3,680,204
CURRENT-LIABILITIES 646,129
BONDS 0
PREFERRED-MANDATORY 0
PREFERRED 0
COMMON 35,856
OTHER-SE 6,075,224
TOTAL-LIABILITY-AND-EQUITY 3,680,204
SALES 0
TOTAL-REVENUES 0
CGS 0
TOTAL-COSTS 0
OTHER-EXPENSES 2,327,654
LOSS-PROVISION 0
INTEREST-EXPENSE 4,370
INCOME-PRETAX (2,327,654)
INCOME-TAX 0
INCOME-CONTINUING (2,327,654)
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET-INCOME (2,327,654)
EPS-PRIMARY (.11)
EPS-DILUTED (.11)
</TABLE>
Corporate Charter
I, DEAN HELLER, the duly elected and qualified Nevada
Secretary of State, do
hereby certify that LANDSTAR, INC did on May 4, 1998 file
in this office the
original Articles of Incorporation; that said Articles are
now on file and of
record in the office of the Secreta, and further, that said
Articles contain
all the provisions required by the law of said of State of
the State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the Great Sel of
State, at my office, in Carson City, Nevada, on May 4, 1998.
Dean Heller
Secretary of State
By Marianne Lockyer
Certification Clerk
ARTICLES OF INCORPORATION
OF
LandStar, Inc.
FIRST. The name of the corporation is
LandStar, Inc.
SECOND Its registered office in the State of
Nevada is located at 2533
North Carson Street, Carson City, Nevada 89706 that this
Corporation may
maintain an office, or offices, in such other place within
or without the
State of Nevada as may be from time to time designated by
the Board of
Directors, or by the By-Laws of said Corporation, and that
this Corporation
may conduct all Corporation business of every kind of nature,
including the
holding of all meetings of Directors and Stockholders, outside
the State of
Nevada as well as within the State of Nevada.
THIRD. The objects for which this corporation is
formed are: to engage in
any lawful activity, including, but not limited to the
following:
Shall have such rights, privileges and powers as may be
conferred upon
corporations by any existing law.
May at any time exercise such rights, privileges and powers,
when not
inconsistent with the purposes and objects for which this
corporation is
organized.
Shall have power to have succession by its corporate name
for the period
limited in its certificate or articles of incorporation,
and when no period
is limited, perpetually, or until dissolved and its affairs
wound up
according to law.
Shall have power to sue and be sued in any court of law
or equity.
Shall have power to make contracts.
Shall have power to hold, purchase and convey real and
personal estate and to
mortgage or lease any such real and personal estate with
its franchises. The
power to hold real and personal estate shall include the
power to take the
same by devise or bequest in the State of Nevada, or in
any other state,
territory or country.
Shall have power to appoint such officers and agents as
the affairs of the
corporation shall require, and to allow them suitable
compensation.
Shall have power to make By-Laws not inconsistent with
the constitution or
laws of the United States, or of the State of Nevada,
for the management,
regulation and government of its affairs and property,
the transfer of its
stock, the transaction of its business, and the calling
and holding of
meetings of its stockholders.
Shall have power to wind up and dissolve itself, or be
wound up or dissolved.
Shall have power to adopt and use a common seal or stamp,
and alter the same
at pleasure. The use of a seal or stamp, if it desires,
but such use or
nonuse shall not in any way affect the legality of the
document.
Shall have power to borrow money and contract debts when
necessary for the
transaction of its business, or for the exercise of its
corporate rights,
privileges or franchises or for any other lawful purpose
of its incorporation;
to issue bonds, promissory notes, bills of exchange,
debentures and other
obligations and evidences of indebtedness, payable at a
specified time or
times, or payable upon the happening of a specified event
or events, whether
secured by mortgage, pledge or otherwise, or unsecured,
for money borrowed,
or in payment for property purchased, or acquired, or
for any other lawful
object.
Shall have power to guarantee, purchase, hold, sell, assign,
transfer,
mortgage, pledge or otherwise dispose of the shares of the
capital stock of,
or any bonds, securities or evidences of the indebtedness
created by, any
other corporation or corporations of the State of Nevada,
or any other state
or government, and, while owners of such stock, bonds,
securities or evidences
of indebtedness, to exercise all the rights, powers and
privileges of
ownership including the right to vote, if any.
Shall have power to purchase, hold, sell and transfer shares
of its own
capital stock, and use therefor its capital, capital surplus,
surplus, or
other property or fund.
Shall have power to conduct business, have one or more offices,
and hold,
purchase, mortgage and convey real and personal property in
the State of
Nevada, and in any of the several states, territories,
possessions and
dependencies of the United States, the District of Columbia,
and any foreign
countries.
Shall have power to do all and everything necessary and proper
for the
accomplishment of the objects enumerated in its certificate
or articles of
incorporation, or any amendment thereof, or necessary or
incidental to the
protection and benefit of the corporation and, in general,
to carry on any
lawful business necessary or incidental to the attainment
of the objects of
the corporation, whether or not such business is similar
in nature to the
objects set forth in the certificate or articles of
incorporation
ation, or any amendment thereof.
Shall have power to make donations for the public welfare or
for charitable,
scientific or educational purposes.
Shall have power to enter into partnerships, general or
limited, or joint
ventures, in connection with any lawful activities, as may
be allowed by law.
FOURTH That the total number of common stock authorized
that may be issued
by the Corporation is ONE HUNDRED MILLION (100,000,000) shares
of stock with
a ONE TENTH OF ONE CENT ($0.001) par value and no other class
of stock shall
be authorized. Said shares may be issued by the corporation
from time to time
for such considerations as may be fixed by the Board of
Directors.
FIFTH The governing board of this corporation shall be
known as directors, and
the number of directors may from time to time be increased or
decreased in
such manner as shall be provided by the By-Laws of this
Corporation, providing
that the number of directors shall not be reduced to fewer
than one (1).
The name and post office address of the first Board of
Directors shall be one
(1) in number and listed as follows:
NAME POST OFFICE ADDRESS
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
SIXTH The capital stock, after the amount of the
subscription price, or par
value, has been paid in, shall not be subject to assessment
to pay the debts of the corporation.
SEVENTH The name and post office address of the
Incorporator signing the
Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
EIGHTH The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the registered or statutory
address of this
corporation in the State of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada 89706
NINTH The corporation is to have perpetual existence.
TENTH In furtherance and not in limitation of the power
conferred by statute,
the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders,
to make, alter
or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and
above its capital
stock paid in; to authorize and cause to be executed,
mortgages and liens upon
the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board,
to designate one (1)
or more committees, each committee to consist of one or more
of the Directors
of the Corporation, which, to the extent provided in the
resolution, or in the
By-Laws of the Corporation, shall have and may exercise the
powers of the
Board of Directors in the management of the business and
affairs of the
Corporation. Such committee, or committees, shall have such
name, or names, as
may be stated in the By-Laws of the Corporation, or as may
be determined from
time to time by resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the
Stockholders holding
stock entitling them to exercise at least a majority of the
voting power given
at a Stockholders meeting called for that purpose, or when
authorized by the
written consent of the holders of at least a majority of the
voting stock
issued and outstanding, the Board of Directors shall have
power and authority
at any meeting to sell, lease or exchange all of the property
and assets of
the Corporation, including its good will and its corporate
franchises, upon suchterms and conditions as its Board of
Directors deems expedient and for the bestinterests of the
Corporation.
ELEVENTH No shareholder shall be entitled as a matter
of right to subscribe
for or receive additional shares of any class of stock of the
Corporation,
whether now or hereafter authorized, or any bonds, debentures
or securities
convertible into stock, but such additional shares of stock or
other securities
convertible into stock may be issued or disposed of by the
Board of Directors
to such persons and on such terms as in its discretion it
shall deem advisable.
TWELFTH No director or officer of the Corporation shall
be personally liable
to the Corporation or any of its stockholders for damages for
breach of
fiduciary duty as a director or officer involving any act or
omission of any
such director or officer; provided, however, that the foregoing
provision
shall not eliminate or limit the liability of a director or
officer (i) for
acts or omissions which involve intentional misconduct,
fraud or a knowing
violation of law, or (ii) the payment of dividends in
violation of Section
78.300 of the Nevada Revised Statutes. Any repeal or
modification of the
Article by the stockholders of the Corporation shall be
prospective only, and
shall not adversely affect any limitation on the personal
liability of a
director or officer of the Corporation for acts or omissions
prior to such repeal or modification.
THIRTEENTH This Corporation reserves the right to
amend, alter, change or
repeal any provision contained in the Articles of Incorporation,
in the
manner now or hereafter prescribed by statute, or by the
Articles of
Incorporation, and all rights conferred upon Stockholders
herein are granted
subject to this reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore
named for the purpose
of forming a Corporation pursuant to the General Corporation
Law pf the State
of Nevada, do make and file these Articles of Incorporation,
hereby declaring
and certifying that the facts herein stated are true, and
accordingly have
hereunto set my hand this April 27, 1998.
/s/Brent Buscay
------------
Brent Buscay
STATE OF NEVADA )
) SS:
CARSON CITY )
On this April 27, 1998 in Carson City, Nevada,
before me, the undersigned, a Notary Public in and for
Carson City, State of
Nevada, personally appeared:
Brent Buscay
Known to me to be the person whose name is subscribed to
the foregoing
document and acknowledged to me that he executed the same.
-------------
Notary Public
I, Laughlin Associates, Inc. hereby accept as Resident Agent
for the previously
named Corporation
April 27, 1998
DATE
--------------
Vice President
CONSENT TO ACTION WITHOUT A MEETING OF THE DIRECTORS
OF
LandStar, Inc.
In accordance with Chapter 78 of the Nevada Revised Statutes,
Brent Buscay,
a Director of LandStar, Inc. hereby consents to the following
action:
RESLOVED that Daniel L. Hodges is hereby appointed a
Director of LandStar,
Inc, to serve until a successor is duly elected and qualified.
IN WITNESS WHEREOF, the undersigned has executed this
Written Consent as of
the date hereof.
DATED AT Carson City, Nevada, this 4th day of May, 1998.
/s/Brent Buscay
----------------------
Brent Buscay, Director
STATE OF NEVADA )
) SS:
CARSON CITY )
On this 5th day of May, in the year 1998, before me,
personally appeared Brent
Buscay, personally known to me (or proved to me on basis of
satisfactory
evidence) to be the person whose name is subscribed to this
instrument, and
acknowledge that he executed it.
WITNESS my hand and official seal.
-------------
Notary Public
RESIGNATION
I, Brent Buscay, an original Director and member of the
first Board of
Directors of LandStar, Inc., a Nevada Corporation, hereby
tender and submit
my resignation as a member of the Board of Directors and as
an Officer of the
above named Corporation, such resignation to be effective
this 4th day of may,
1998.
/s/Brent Buscay
----------------------
Brent Buscay, Director
STATE OF NEVADA )
) SS:
CARSON CITY )
On this 5th day may, in the year 1998, before me, personally
appeared Brent
Buscay, personally known to me (or proved to me on basis of
satisfactory
evidence) to be the person whose name is subscribed to this
instrumnet, and
acknowledge that he executed it.
WITNESS my hand and official seal.
-------------
Notary Public
BYLAWS OF
LANDSTAR, INC.
ADOPTED MAY 7th, 1998.
ARTICLE I: OFFICES
The principle office of the corporation shall be located
in Tucson, Arizona,
county of Pima, unless so designated by resolution of the
Board of Directors.
The Corporation may have such offices, either within or
without the State of
Arizona, as the Board of Directors may designate or as the
business of the
Corporation may require from time to time.
ARTICLE II: SHAREHOLDERS
SECTION 1. Annual meeting. The annual meeting of the
shareholders shall
be held on the 15th day in the month of January in each year,
beginning with
the year 1998, at the hour of 10:00 am, for the purpose of
electing Directors
and for the transaction of such other business as may come
before the meeting.
If the day fixed for the annual meeting shall be a legal
holiday in the State
of Arizona, such meeting shall be held on the next succeeding
business day.
If the election of Directors shall not be held on the day
designated herein
for any annual meeting of the shareholders, or at any
adjournment thereof, the
Board of Directors shall cause the election to be held at a
special meeting of
the shareholders as soon as thereafter as conveniently
may be.
SECTION 2. Special meetings. Special meetings of the
shareholders, for any
purpose, unless otherwise prescribed by statute, may be
called by the President
of the Board of Directors, and shall be called by the President
at the request
of the holders of not less than twenty-five percent (25%) of
all outstanding
shares of the Corporation entitled to vote at the meeting.
SECTION 3. Place of meeting. The Board of Directors may
designate any place,
either within or without the State of Arizona, unless otherwise
prescribed by
statute, as the place of meeting for any annual meeting of
for any special
meeting. A waiver of notice signed by all shareholders
entitled to vote at
a meeting may designate any place, either within or without
the State of
Arizona, unless otherwise prescribed by statute, as the place
for the holding
of such meeting. If no designation is made, the place of the
meeting shall be
the principal office of the Corporation.
SECTION 4. Notice of the meeting. Written notice stating
]the place, day and
hour of the meeting and, in case of a special meeting, the
purpose or purposes
of which the meeting is called, shall unless otherwise
prescribed by statute,
be delivered not less than 15 days nor more than 45 days
before the date of the
meeting, to each shareholder of record entitled to vote at
such meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the
United States mail, addressed to the shareholders at his
address as it appears
on the stock transfer book of the corporation, with postage
thereon prepaid.
SECTION 5. Closing of Transfer Books of Fixing of Record.
For the purpose
of determining shareholders entitled to notice of or to vote
at any meeting
of shareholders of any adjournment thereof, of shareholders
entitled to receive
payment of any dividend, or in order to make a determination
of shareholders for
any other proper purpose, the Board of Directors of the
Corporation may provide
that the stock transfer books shall be closed for a stated
period, but not to
exceed in any case 50 days. If the stock transfer books shall
be closed for
the purpose of determining shareholders entitled to notice
of or to vote at a
meeting of shareholders, such books shall be closed for at
least 45 days
immediately preceding such meeting. In lieu of closing the
stock transfer
books, the Board of Directors may fix in advance a date as
the record date
for any such determination of shareholders, such date in any
case to be not
more than 60 days and, in case of a meeting of shareholders,
not less than 45
days, prior to the date on which the particular action
requiring such
determination of shareholders is to be taken. If the stock
transfer books
are not closed and no record date is fixed for the
determination of shareholders
entitled to notice of or to vote at a meeting of shareholders,
or shareholders
entitled to receive payment of a dividend, the date on which
notice of the
meeting is mailed of the date on which the resolution of the
Board of Directors
declaring such dividend is adopted as the case may be, shall
be the record date
for such determination of shareholders. When a determination
of shareholders
entitled to vote at any meeting of shareholders has been made
as provided in
this section, such determination shall apply to any adjournment
thereof.
SECTION 6. Voting list. The officer or agent having charge
of the stock
transfer books for shares of the corporation shall make a
complete list of
the shareholders entitled to vote at each meeting of
shareholders or any
adjournment thereof, arranged in alphabetical order, with the
address of
and the number of shares held by each. Such list shall be
produced and
kept open at the time and place of the meeting and shall be
subject to
the inspection of any shareholder during the whole time of
the meeting
for the purpose thereof.
SECTION 7. Quorum. A majority of the outstanding shares
of the corporation
entitled to vote, represented in person or by proxy, shall
constitute a quorum
at a meeting of shareholders. If less than a majority of
the outstanding shares
are represented at a meeting, a majority of the shares so
represented may
adjourn the meeting from time to time without further notice.
At such adjourned
meeting at which a quorum shall be present or represented,
any business may be
transacted which might have been transacted at the meeting
as originally
noticed. The shareholders present at a duly organized
meeting may continue
to transact business until adjournment, notwithstanding
the withdrawal of
enough shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a
shareholder may vote
in person or by proxy executed in writing by the shareholders
or by his or her
duly authorized attorney-in-fact. Such proxy shall be filed
with the secretary
of the Corporation before or at the time of the meeting. A
meeting of the Board
of Directors may be had by means of a telephone conference
or similar
communication equipment by which all persons participating
in the meeting can
hear each other, and participation in a meeting under such
circumstances
shall constitute presence at the meeting.
SECTION 9. Voting of Shares. Each outstanding share entitle
to vote shall be
entitled to one vote upon each matter submitted to a vote at
a meeting of
shareholders.
SECTION 10. Voting of Shares by Certain Holders. Shares
standing in the name
of another Corporation may be voted by such officer, agent
or proxy as the
bylaws of such corporation may prescribe or, in the absence
of such provision
, as the Board of Directors of such Corporation may determine.
Shares held by an administrator, executor, guardian or
conservator may be
voted by him either in person or by proxy, without a transfer
of such shares
into his name. Shares standing in the name of a trustee may
be voted by him,
either in person or by proxy, but no trustee shall be entitled
to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by
such receiver, and
shares held by or under the control of a receiver may be voted
by such receiver
without the transfer thereof into his name, if authority to do
so be contained
in an appropriate order of the court by which receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares
until the shares have been transferred into the name of the
pledgee, and
thereafter the pledgee shall be entitled to vote the shares
so transferred.
Shares of its own stock belonging to the Corporation shall
not be voted
directly or indirectly, at any meeting, and shall not be
counted in
determining the total number of outstanding shares at any
given time.
SECTION 11. Informal Action by Shareholders. Unless
otherwise provided by
law, any action required to be taken at a meeting of the
shareholders, or any
other action which may be taken at a meeting of the
shareholders, may be taken
without a meeting if a consent in writing, setting forth
the action so taken,
shall be signed by all of the shareholders entitled to
vote with respect to
the subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General powers. The business and affairs of the
Corporation shall
be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The number of
directors of the
Corporation shall be fixed by the Board of Directors, but in
no event shall be
less than one (1) or more than fifteen (15). Each Director
shall hold office
until the next annual meeting of shareholders and until his
successor shall have
been elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the Board
of Directors
shall be held without other notice than this Bylaw immediately
after, and at
the same place as, the annual meeting of shareholders. The
Board of Directors
may provide, by resolution, the time and place for the holding
of additional
regular meetings without notice other than such resolution.
SECTION 4. Special Meetings. Special Meetings of the Board
of Directors may
be called by or at the request of the President or any two
Directors. The
person or persons authorized to call special meetings of the
Board of Directors
may fix the place for holding any special meeting of the
Board of Directors
called by them.
SECTION 5. Notice. Notice of any special meeting shall
be given at least one
(1) day previous thereto by written notice delivered
personally or mailed to
each director at his business address, or by telegram. If
mailed, such notice
shall be deemed to be delivered when deposited in the United
States Mail so
addressed, with postage thereon prepaid. If notice be given
by telegram,
such notice shall be deemed to be delivered when the telegram
is delivered to
the telegraph company. Any Directors may waive notice of any
meeting. The
Attendance of a director at a meeting shall constitute a waiver
of notice of
such meeting, except where a director attends a meeting for the
express
purpose of objecting to the transaction of any business because
the meeting
is not lawfully called of convened.
SECTION 6. Quorum. A majority of the number of directors
fixed by Section
2 of this Article III shall constitute a quorum for the
transaction of
business at any meeting of the Board of Directors, but if
less than such
majority is present at a meeting, a majority of the Directors
present may
adjourn the meeting from time to time without further notice.
SECTION 7. Manner of Acting. The act of the majority of
the directors
present at a meeting at which a quorum is present shall be
the act of the
Board of Directors.
SECTION 8. Action Without a Meeting. Any action that may
be taken by the
Board of Directors at a meeting may be taken without a meeting
if consent in
writing, setting forth the action so to be taken, shall be
signed before such
action by all of the directors.
SECTION 9. Vacancies. Any vacancy occurring in the Board of
Directors may be
filled by the affirmative vote of a majority of the remaining
directors though
less than a quorum of the Board of Directors, unless otherwise
provided by law.
A director elected to fill a vacancy shall be elected for the
unexpired term of
his predecessor in office. Any directorship to be filled by
reason of an
increase in the number of directors may be filled by election
by the Board of
Directors for a term of office continuing only until the next
election of
directors by the shareholders.
SECTION 10. Compensation. By resolution of the Board of
Directors, each
director may be paid his expenses, if any, of attendance at
each meeting of
the Board of Directors, and may be paid a stated salary as a
director a fixed
sum for attendance each meeting of the Board of Directors or
both. No such
payment shall preclude any director from serving the Corporation
in any other
capacity and receiving compensation thereof.
SECTION 11. Presumption of Assent. A director of the
Corporation who is
present at a meeting of the Board of Directors at which action
on any
corporate matter is taken shall be presumed to have assented to
the action
taken unless his dissent shall be entered in the minutes of the
meeting or
unless he shall file his written dissent to such action with
the person
acting as the Secretary of the meeting before the adjournment
thereof, or
shall forward such dissent by registered mail to the Secretary
of the
Corporation immediately after the adjournment of the meeting.
Such right
to dissent shall not apply to a director who voted in favor of
such action.
ARTICLE IV: OFFICERS
SECTION 1. Number. The Officers of the Corporation shall be
a President, one
or more Vice Presidents, a Secretary and a Treasurer, each of
whom shall be
elected by the Board of Directors.
Such other officers and assistant officers as may be deemed
necessary may be
elected or appointed by the Board of Directors, including a
Chairman of the
Board. In its discretion, the Board of Directors may leave
unfilled for any
such period as it may determine any office except those of
President and
Secretary. Any two or more offices may be held by the same
person, except
for the offices of President and Secretary, which may not be
held by the same
person. Officers may be directors or shareholders of the
Corporation.
SECTION 2. Election and Term of Office. The officers of
the Corporation to be
elected by the Board of Directors shall be elected annually
by the Board of
Directors at first meeting of the Board of Directors held
after each annual
meeting of the shareholders. If the election of officers
shall not be held
at such meeting, such election shall be held as soon
thereafter as conveniently
may be. Each officer shall hold office until his successor
shall have been duly
elected and shall have qualified, or until his death, or
until he shall resign
or shall have been removed in the manner hereinafter provided.
SECTION 3. Removal. Any officer or agent may be removed by
the Board of
Directors whenever, in its judgment, the best interests of
the Corporation
will be served thereby, but such removal shall be without
prejudice to the
contract rights, if any, of the person so removed. Election
or appointment
of an officer or agent shall no of itself create contract
rights, and such
appointment shall be terminable at will.
SECTION 4. Vacancies. A vacancy in any office because of
death, resignation,
removal, disqualification or otherwise, may be filled by the
Board of Directors
for the unexpired portion of the term.
SECTION 5. President. The President shall be the principal
executive officer
of the Corporation and, subject to the control of the Board of
Directors, shall
in general supervise and control all of the business and
affairs of the
Corporation. He shall, when present, preside at all meetings
of the
shareholders and of the Board of Directors, unless there is a
Chairman of
the Board, in which case the Chairman shall preside. He may
sign, with the
Secretary or any other proper officer of the Corporation
thereunto authorized
by the Board of Directors, certificates for shares of the
Corporation, any
deeds, mortgages, bonds, contracts, or other instruments
which the Board of
Directors has authorized to be executed, except in cases
where the signing
and execution thereof shall expressly be delegated by the Board
of Directors
or by these bylaws to some other officer or agent of the
Corporation, or
shall be required by law to be otherwise signed or executed;
and in general
shall perform all duties incident to the office of the President
and such
other duties as may be prescribed by the Board of Directors
from time to time.
SECTION 6 The Vice President. In the absence of the President
or in event of
his death, inability or refusal to act, the Vice President shall
perform the
duties of the President, and when so acting, shall have all the
powers of and
be subject to all the restrictions upon the President. The Vice
President
shall perform such other duties as from time to time may be
assigned to him
by the President of the Board of Directors. If the President
in order of rank
as determined by the Board of Directors. If no rank has been
determined, the
Vice President shall succeed to the duties of the President
in order of date
of election, the earliest date having the first rank.
SECTION 7. Secretary. The Secretary shall: (a) keep the
minutes of the
proceedings of the shareholders and of the Board of Directors
in one or more
minute books provided for that purpose; (b) see that all notices
are duly given
in accordance with the provisions of the Bylaws or required by
law; (c) be
custodian of the corporate records and of the seal of the
Corporation and
see that the seal of the Corporation is affixed to all documents,
the
execution of which on behalf of the Corporation under its seal
is duly
authorized; (d) keep a register of the post office address of
each
shareholder which shall be furnished to the Secretary by such
shareholder;
(e) sign with the President certificates for share of the
Corporation, the
issuance of which shall have been authorized by resolution
of the Board of
Directors; (f) have general charge of the stock transfer
books of the
Corporation; and (g) in general perform all duties incident
to the office
of the Secretary and such other duties as from time to time
may be assigned
him by the President or by the Board of Directors.
SECTION 8. Treasurer. The Treasurer shall: (a) have charge
and custody of
and be responsible for all funds and securities of the
Corporation;
(b) receive and give receipts for money due and payable to
the Corporation
from any source whatsoever, and deposit all such moneys in
the name of the
Corporation in such banks, trust companies or other depositories
as shall
be selected in accordance with the provisions Article VI of
these Bylaws;
and (c) in general perform all of the duties as from time to
time may be
assigned to him by the President or by the Board of Directors.
If requires
by the Board of Directors, the Treasurer shall give a bond for
the faithful
discharge of his duties in such sum and with such sureties as
the Board of
Directors shall determine.
ARTICLE V: INDEMNITY
The Corporation shall indemnify its directors, officers and
employees
as follows:
(A) Every director, officer, or employee of the Corporation
shall be
indemnified by the Corporation against all expenses and
liabilities,
including counsel fees, reasonably incurred by or impose upon
him in
connection with any proceeding to which he may become involved,
by
reason of his being or having been a director, officer employee
or
agent of the Corporation or is or was serving at the request
of the
Corporation as a director, officer, employee or agent of the
corporation,
partnership, joint venture, trust, or enterprise, or any
settlement thereof,
whether or not he is a director, officer, employee or agent
at the time
such expenses are incurred, except in such cases wherein the
director,
officer, or employee is adjudged guilty of willful misfeasance
or
malfeasance in the performance of his duties; provided that
in the
event of a settlement the indemnification herein shall apply
only
when the Board of Directors approves such settlement and
reimbursement
as being for the best interest of the Corporation.
(B) The Corporation shall provide to any person who is or
was a
director, officer, employee, or agent of the Corporation or
is or was
serving at the request of the Corporation as a director,
officer,
employee or agent of the corporation, partnership, joint
venture,
trust or enterprise, the indemnity against expenses of suit,
litigation
or other proceedings which is specifically permissible under
applicable
law.
(C) The Board of Directors may, in its discretion, direct the
purchase of
liability insurance by way of implementing the provision of
the Article V.
ARTICLE VI: CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize
any officer
or officers, agent or agents, to enter into any contract or
execute and
deliver any instrument in the name of and on behalf of the
Corporation,
and such authority may be general or confined to specific
instances.
SECTION 2. Loans. No loans shall be contracted on behalf
of the
Corporation and no evidences of indebtedness shall be issued
in its name
unless authorized by a resolution of the Board of Directors.
Such
authority may be general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. 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
from time
to time be determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed
shall be deposited from time to time to the credit of the
Corporation in
such banks, trust companies or other depositories as the Board
of Directors
may select.
ARTICLE VII: CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing
shares of
the Corporation shall be in form as shall be determined by the
Board of
Directors. Such certificates shall be signed by the President
and by the
Secretary or by such other officers authorized by law and by
the Board of
Directors so to do, and sealed with the corporate seal. All
certificates
for shares shall be consecutively numbered or otherwise
indemnified. The
name and address of the person to whom the shares represented
thereby are
issued, with the number of shares and date of issue, shall be
entered on
the stock transfer books of the Corporation. All certificates
surrendered
to the Corporation for transfer shall be canceled and no new
certificates
shall be issued until the former certificates for a like number
of shares
shall have been surrendered and canceled, except that in case
of a lost,
destroyed or mutilated certificate a new one may be issued
therefore upon
such terms and indemnity to the Corporation as the Board of
Directors may
prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the
Corporation shall
be made only on the stock transfer books of the Corporation
by the holder of
record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney
thereunto authorized bypower of attorney duly executed and filed
with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such
shares. The person on whose name shares stand on the books of the
Corporation shall be deemed by the Corporation to be the owner
there of for
all purposes. Provided, however, that upon any action undertaken
by the
shareholders to elect S Corporation Status pursuant to Section
1362 of the
Internal Revenue Code and upon any shareholders agreement thereto
restricting
the transfer of said shares so as to disqualify said S Corporation
status,
said restriction on transfer shall be made a part of the Bylaws
so long as
said agreement is in force and effect.
ARTICLE VIII: FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day
of January and
end on the 31st day of December of each year.
ARTICLE IX: DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation
may pay, dividends on its outstanding shares in the manner and
upon the terms
and conditions provided by law and its Articles of Incorporation.
ARTICLE X: CORPORATE SEAL
The Board of Directors shall provide a corporate seal which
shall be
circular in form and shall have inscribed thereon the name of the
Corporation and the State of the incorporation and the words,
Corporate Seal.
ARTICLE XI: WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required
to be given to any shareholder or director of the Corporation under
the provisions of these Bylaws or under the provisions of the
Articles of Incorporation or under the provisions of the applicable
Business Corporation Act, a waiver thereof in writing, signed by
the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the
giving of such notice.
ARTICLE XII: AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws
may beadopted by the Board of Directors at any regular or special
meeting of the Board of Directors.
The above Bylaws are certified to have been adopted by the
Board of Directors of the Corporation on the 7th day of
May, 1998.
-------------
Secretary
THIS AGREEMENT made this 1st day of January, 2000.
BETWEEN: CAREY HOLDINGS LTD.
#600 - 3795 Carey Road
Victoria, British Columbia
V8Z 6T8
(hereinafter called the "Landlord")
OF THE FIRST PART
AND: LANDSTAR, INC.
600-3795 Carey Road
Victoria, British Columbia
V8Z 6T8
(hereinafter called the "Tenant")
OF THE SECOND PART
1. LEASED PREMISES
The Landlord does demise and lease to
the Tenant the premises hereinafter described (the "Leased
Premises") situate in the building (the "Building") having
a municipal address of
3795 Carey Road
in the city of Victoria,
Province of British Columbia
(the Leased Premises, the Building, together with the
lands described in Schedule "A" attached hereto and present
and future improvements, additions and changes thereto being
herein called the "Property"), the Leased Premises situated
on the 6th Floor and consisting of approximately 2,671.3
square feet of usable area as outlined in red on the
Explanatory Leasehold Plan marked Schedule "B" attached and a
proportionate share common area allocation of 659.1 square feet,
for a total gross rentable area on the 6th floor of 3330.4
square feet. Square footage calculations and subsequent
adjustments thereto are to be in accordance with the Building
Owners and Managers Association (B.O.M.A.) standard measurement
procedures.
<PAGE>5
2. TERM
(a) Term
TO HAVE AND TO HOLD the Leased Premises for
and during the term of five years (the "Term") commencing
the 1st day of January 2000 and terminating the 31st day
of December 2004.
(b) Overholding
If at the expiration of the Term or sooner
termination hereof, the Tenant shall remain in possession
without any further written agreement or in circumstances
where a tenancy would thereby be created by implication of
law or otherwise, a tenancy from year to year shall not be
created by implication of law or otherwise, but the Tenant
shall be deemed to be a monthly tenant only, at a rate
equivalent to one hundred fifty percent (150%) of the
"Basic Rent" (as hereinafter defined), payable monthly in
advance plus "Additional Rent" (as hereinafter defined) and
otherwise upon and subject to the same terms and conditions
as herein contained, excepting provisions for renewal (if any)
and leasehold improvement allowance (if any), contained herein,
and nothing, including the acceptance of any Rent by the
Landlord, for periods other than monthly periods, shall extend
this Lease to the contrary except any agreement in
writing between the Landlord and the Tenant and the Tenant
hereby authorizes the Landlord to apply any monies received
from the Tenant in payment of such monthly Rent.
3. RENT
(a) Basic Rent
The Tenant shall, without deduction or right
of offset, pay to the Landlord annually, adjusted
proportionally for partial years during the Term as rental
(herein called "Basic Rent") the sum of lawful money of the
jurisdiction in which the Leased Premises are located,
payable in equal monthly installments according to the
following schedule and commencing the1st day of January, 2000.
Year 1 -5 $15.00 P.S.F. $49,956.00 P.A. $4,163.00 P.M.
Annual Basic Rent shall be determined by
multiplying the above-referenced rates by the gross
rentable area as determined by an Explanatory Plan prepared
by a certified B.C. Land Surveyor.
<PAGE>6
(b) Additional Rent
The Tenant shall, without deduction or
right of offset, pay to the Landlord yearly and every
year during the Term as additional rental (herein called
"Additional Rent");
(i) the amounts of any Taxes payable by the Tenant to
the Landlord pursuant to the provisions of Schedule "C"
attached hereto; and
(ii) the amounts required to be paid to the Landlord
pursuant to the provisions of Schedule "D" attached
hereto.
(c) Payment of Additional Rent
Except as otherwise expressly provided
herein,
Additional Rent shall be paid and adjusted with reference
to a fiscalperiod of twelve (12) calendar months
("Fiscal Period"),
which shall be a calendar year unless the Landlord shall
from time to time have selected a Fiscal Period which is
not a calendar year by written notice to the Tenant. Payment
of Additional Rent shall commence January 1, 2000.
The Landlord shall advise the Tenant in
writing of its estimate of the Additional Rent to be
payable by the Tenant during the Fiscal Period
(or broken portion of the Fiscal Period, as the case
may be, if applicable at the commencement or end of
the Term or because of a change in Fiscal Period) which
commenced upon the commencement dateof the Term and for each
succeeding Fiscal Period or broken portion thereof which
commences during the Term. Such estimate shall in every
case be a reasonable estimate and, if requested by the
Tenant, shall be accompanied by reasonable particulars of the
manner in which it was calculated. The Additional Rent
payable by the Tenant shall be paid in equal monthly
installments in advance at the same time as payment of
Basic Rent is due hereunder based on the Landlord's
estimate as aforesaid, except as otherwise
expressly provided herein. From time to time, the Landlord
may re-estimate, on a reasonable basis, the amount of Additional
Rent for any Fiscal Period or broken portion thereof, in which
case the Landlord shall advise the Tenant in writing of such
re-estimate and fix new equal monthly installments for the
remaining balance of such Fiscal Period or broken portion
thereof. Within ninety (90) days after the end of each such
Fiscal Period or broken portion thereof, the Landlord shall
submit to the Tenant a statement of the actual Additional
Rent payable in respect of such Fiscal Period or broken
portion thereof and a calculation of the amounts by which
the Additional Rent payable by the Tenant exceeds or is
less than (as the case may be) the aggregate installments
paid by the Tenant on account of Additional Rent
for such Fiscal Period. Within one year after the
submission of any such statement, the Tenant (through its
authorized representatives and accountants)may, at any
reasonable time after five (5) days' prior written notice
to the Landlord, examine all the Landlord's books and
records for the Property, which books and records shall
be kept in British Columbia, and the Landlord
shall keep complete and accurate books and records in
respect of all incomings and outgoings.
<PAGE>7
Within thirty (30) days after the submission
of such statement either the Tenant shall pay to the Landlord
any amount by which the amount found payable by the Tenant
with respect to such Fiscal Period or broken portion thereof
exceeds the aggregate of the monthly payments made by it on
account thereof during such Fiscal Period or broken
portion thereof, or the Landlord shall pay to the Tenant any
amount by which the amount found payable as aforesaid is less
than the aggregate of such monthly payments.
That part of Additional Rent to be paid pursuant
to clause 3(b)(i) above shall be estimated as aforesaid
and for leases commencing prior to June 30th, the estimate
of the tax for the current calendar year shall be paid
by equal monthly payment from the date of commencement
through June 30th of the same year. For leases commencing
after June 30th, the tax for the current calendar year shall
be due and payable upon occupancy. Commencing on occupancy
and thereafter on July 1st in each year hereof, the
forthcoming year's tax shall be estimated as aforesaid and
shall be paid by equal monthlyinstallments such that by
June 1st of each subsequent year the estimate of the then
current calendar year's tax shall have been deposited with
the Landlord. Differences between actual tax and the
estimate thereof shall be notified and shall be payable
or refundable within 30 days of such notification. The
Landlord covenants to deliver to the Tenant forthwith upon
receipt of notification of any taxes, a statement of the
Tenant's proportionate share thereof and a statement of
account showing the amount paid pursuant thereto by the
Tenant and the balance due and payable.
(d) Accrual of Rent
Rent shall be considered as accruing from
day to day, and Rent for an irregular period of less than
one year or less than one calendar month shall be apportioned
and adjusted by the Landlord for the Fiscal Periods of the
Landlord in which the Tenancy created hereby commences and
expires. Where the calculation of Rent for a period cannot
be made until after the termination of this Lease, the
obligation of the Tenant to pay Additional Rent shall survive
the termination hereof and Additional Rent for such period
shall be payable by the Tenant upon demand by the Landlord.
If the Term commences or expires on any day other than the
first or the last day of a month, Rent for such fraction of
a month shall be apportioned and adjusted asaforesaid and
paid by the Tenant on the commencement date of the Term.
(e) Recovery of Rent
Rent and any other amounts required to be paid
by the Tenant to the Landlord under this Lease shall be
deemed to be and be treated as rent and payable and
recoverable as rent, and the Landlord shall have all
rights against the Tenant for default in any payment
of rent and other amounts as in the case of arrears in rent.
<PAGE>8
(f) Limitations
The information set out in statements,
documents or other writings setting out the amount of
Additional Rent submitted to the Tenant under or pursuant
to this Lease shall be binding on the Tenant and deemed
to be accepted by it and shall not be subject to amendment
for any reason unless the Tenant gives written notice
to the Landlord within one (1) year of the Landlord's
submission of such statement, document, or writing
identifying the statement, document, or writing and
setting out in reasonable detail the reason why such
statement, document or writing should not be binding
on the Tenant. In such case, the Landlord and Tenant
will cause their accountants to use their best efforts
to resolve any dispute expeditiously and equitably.
4. DEPOSIT
The Tenant has delivered a certified cheque in
the amount of NIL Dollars payable to CAREY HOLDINGS LTD.
for deposit. Such deposit monies shall be applied to the
Basic Rent and Additional Rent for the first two (2)
months of the term of the Lease.
5. GENERAL COVENANTS
(a) Landlord's Covenant
The Landlord covenants with the Tenant:
(i) that the Tenant, paying the Rent hereby reserved,
and performing its covenants herein contained, shall and may
peaceably possess and enjoy the Leased Premises for the Term,
without any interruption or disturbance from the Landlord
except as provided herein, or any other person
or persons lawfully claiming, by, through or under it, and
(ii) to observe and perform all the covenants and
obligations of the Landlord herein.
(b) Tenant's Covenant
The Tenant covenants with the Landlord:
(i) to pay Rent; and
(ii) to observe and perform all the covenants and
obligations of the Tenant herein.
<PAGE>9
6. USE AND OCCUPANCY
The Tenant covenants with the Landlord:
(a) Use
Not to use the Leased Premises for any purpose
other than the conduct of the Tenant's business which is,
without the prior written consent of the Landlord, such
consent not to be unreasonably withheld or delayed.
(b) Waste, Nuisance, etc.
Not to commit, or permit, any waste, injury or
damage to the Property including the Leasehold Improvements
and any trade fixtures therein, any loading of the floors
thereof in excess of the maximum degree of loading as
determined by the Landlord acting reasonably, any
nuisance therein or any use or manner of use causing
annoyance to the Landlord.
(c) Insurance Risks
Not to do, omit or permit to be done or
omitted to be done upon the Property anything which would
cause to be increased the Landlord's cost of insurance
against perils as to which the Landlord has insured or which
shall cause any policy of insurance on the Property
to be subject to cancellation;
(d) Compliance with Law
To comply at its own expense with
all governmental laws, regulations and requirements
pertaining to the occupation and use by the Tenant of the
Leased Premises, the condition of the Leasehold
Improvements, trade fixtures, furniture and equipment
installed by or on behalf of the Tenant therein and the
making by the Tenant of any repairs, changes or
improvements therein, except for structural repairs or
up-grading or other matters for which the Landlord is
responsible hereunder;
(e) Rules and Regulations
To observe and perform, and to cause
its employees, invitees and others over whom the Tenant
can reasonably be expected to exercise control to observe
and perform the Rules and Regulations contained
in Schedule "E" hereto, and such further and other
reasonable rules and by the Landlord and notified in
writing to the Tenant, except that no change
or addition may be made that is inconsistent with this
Lease unless as may be required by governmental regulation
or unless the Tenant consents thereto. The imposition of
such Rules and Regulations shall not create or imply any
obligation of the Landlord to enforce them or create any
liability of the Landlord for their non-enforcement or
otherwise.
<PAGE>10
7. ASSIGNMENT AND SUB-LETTING
(a) Assignment or Sub-Letting Procedures
The Tenant shall not assign this Lease
or sub-let the whole or any part of the Leased
Premises unless:
(i) the Tenant shall have received or procured
a bona fide written offer to take an assignment or sub-lease
which is not inconsistent with this Lease, and the acceptance
of which would not breach any provision of this Lease if
this paragraph is complied with and which the Tenant has
determined to accept subject to this paragraph being complied
with, and
(ii) the Tenant shall have first requested
and obtained the consent in writing of the Landlord
thereto, which consent the Landlord will not unreasonably
withhold or delay.
Any request for consent shall be in writing
and accompanied by a copy of the offer certified by the
Tenant to be true and complete, and the Tenant shall
furnish to the Landlord all information available to
the Tenant and requested by the Landlord as to the
responsibility, financial standing and business of
the proposed assignee or sub-tenant.
(b) Assumption of Obligations
No assignment shall be effective unless
the assignee shall execute an agreement in favour of the
Landlord, assuming all the obligations of the Tenant
hereunder from and after the effective date of the
assignment and shall pay to the Landlord its reasonable
fee for processing the assignment.
(c) Tenant's Continuing Obligations
The Tenant agrees that any consent to an
assignment or sub-letting of his Lease or Leased Premises,
shall not thereby release the Tenant of its obligations
hereunder.
8. REPAIR & DAMAGE
(a) Landlord's Repairs to Building & Property
The Landlord covenants with the Tenant
to keep in a reasonable state of repair, maintenance
and decoration, consistent with the standards of a first
class office building, reasonable wear and tear excepted:
<PAGE>11
(i) those portions of the Property consisting of
stairways, landscaped areas, parking areas, and other
facilities from time to time provided for use in
common by the Tenant and other tenants of the Landlord and
the Landlord, and the exterior portions (including, without
limitation, foundations, exterior walls and roofs) of all
buildings and structures from time to time forming part
of the Property;
(ii) the Building (other than the Leased Premises)
including the systems for interior climate control, the
elevators and stairways from time to time provided
for use in common by the Tenant and the Landlord and the
systems provided for use in common by the Tenant and the
Landlord and the systems provided for bringing utilities
to the Leased Premises including without limitation,
Heating, Ventilating, and Air Conditioning Systems.
(b) Landlord's Repairs to Leased Premises
The Landlord covenants with the Tenant to
repair, as expeditiously as reasonably feasible, defects in
structural elements, exterior walls of the Building,
suspended ceiling, electrical and mechanical installations
standard to the Building installed by the Landlord in the
Leased Premises (if and to the extent that such defects are
sufficient to impair the Tenant's use of the Leased Premises
while using them in a manner consistent with this Lease)
and "Insured Damage" (as herein defined). The Landlord
shall in no event be required to make repairs to Leasehold
Improvements made by the Tenant, or by the Landlord on
behalf of the Tenant or to make repairs to wear and tear
within the Leased Premises.
(c) Tenant's Repairs
The Tenant covenants with the Landlord to
repair, maintain and keep at the Tenant's own cost except
insofar as the obligationto repair rests upon the Landlord
pursuant to this paragraph, the Leased Premises, including
Leasehold Improvements in good and substantial repair,
reasonable wear and tear excepted, provided that this
obligation shall not extend to structural elements or to
repairs which the Landlord would be required to make under
this paragraph but for the exclusion therefrom of defects
not sufficient to impair the Tenant's use of the Leased
Premises while using them in a manner consistent with this
Lease. The Landlord may enter the Leased Premises at all
reasonable times on notice to the Tenant and view the
condition thereof and the Tenant covenants with the
Landlord to repair, maintain and keep the Leased Premises
in good and substantial repair according to notice in
writing, reasonable wear and tear excepted. If the
Tenant shall fail to repair as aforesaid after reasonable
notice to do so, the Landlord may effect the repairs
and the Tenant shall pay the reasonable cost thereof to
the Landlord on demand. The Tenant covenants with the
Landlord that the Tenant will at the expiration of the
term or sooner termination thereof peaceably surrender
the Leased Premises and appurtenances in good and
substantial repair and conditions, reasonable wear and
tear excepted, except that within 10 days
after such expiration or sooner determination
the Tenant may remove from the Leased Premises anything
in the nature
<PAGE>12
of trade or Tenant's fixtures and Tenant's equipment and
furnishings providedthat the Tenant, at its cost, forthwith
restores the premises to the condition
existing prior to the installation thereof.
(d) Indemnification
If any part of the Property becomes out of
repair, damaged or destroyed through the negligence of,
or misuse by, the Tenant or its employees, agents, or
others under its control, the Tenant shall pay the
Landlord on demand the expense of repairs or replacements,
including the Landlord's reasonable administration charge
thereof, necessitated by such negligence or misuse.
(e) Damage and Destruction
It is agreed between the Landlord and the
Tenant that:
(i) in the event of damage to the Property or to any
part thereof, if the damage is such that the Leased
Premises or any substantial part thereof is rendered
not reasonably capable of use and occupancy by the Tenant
for the purpose of its business for any period of time in
excess of ten (10) days, then
(1) unless the damage was caused by the fault or
negligence of the Tenant or its employees, agents,
invitees or others under its control from the date of
occurrence of the damage and until the Leased Premises
are again reasonably capable for use and occupancy as
aforesaid, the Rent payable pursuant to this Lease shall
abate from time to time in proportion to the part or parts
of the Leased Premises not reasonably capable of such use
and occupancy, and
(2) unless this Lease is terminated as hereinafter
provided, the Landlord or the Tenant as the case may be
(according to the nature of the damage and their
respective obligations to repair as provided in
sub-paragraphs (a), (b), and (c) of this paragraph)
shall repair such damage with all reasonable diligence,
but to the extent that any part of the Leased Premises
is not reasonably capable of such use and occupancy by
reason of damage which the Tenant is obligated to repair
hereunder, any abatement of Rent to which the Tenant
would otherwise be entitled hereunder shall not extend
later than the time by which, in the reasonable opinion
of the Landlord, repairs by the Tenant ought to have been
completed with reasonable diligence;
(ii) if the Leased Premises are substantially damaged
or destroyed by any cause and if in the reasonable opinion
of an independent architect or engineer appointed by the
Landlord given in writing within thirty (30) days of the
occurrence, the damage cannot reasonably be repaired within
one hundred and twenty (120) days after the occurrence
thereof, then the Lease shall terminate, in which event
neither the Landlord nor the Tenant shall be bound to repair
as provided in subparagraphs (a), (b), and (c) of this
paragraph, and the Tenant shall instead deliver up possession
of the Leased Premises to the Landlord with reasonable
expedition and Rent shall be apportioned and paid to the
<PAGE>13
date of the occurrence;
(iii) if premises whether or not of the Tenant comprising
in the aggregate half or more of the total number of square
feet of rentable office area in the Property or half or more
of the total number of square feet of rentable office area
in the Building (as determined by an independent architect
or engineer appointed by the Landlord) or portions of the
Property which affect access or services essential thereto,
are substantially damaged or destroyed by any cause and
if in the reasonable opinion of an independent architect or
engineer appointed by the Landlord the damage cannot
reasonably be repaired within one hundred and twenty (120)
days after the occurrence thereof, then either the Landlord
or the Tenant may, by written notice to the other given within
sixty (60) days after the occurrence of such damage or
destruction, terminate this Lease in which event
neither the Landlord nor the Tenant shall be bound to repair
as provided in sub-paragraphs (a), (b) and (c) of this
paragraph, and the Tenant shall instead deliver up possession
of the Leased Premises to the Landlord with reasonable
expedition, but in any event within sixty (60) days
after delivery of such notice of termination, and Rent
shall be apportioned and paid to the date upon which
possession is so delivered up, (but subject to any
abatement to which the Tenant may be entitled under
sub-paragraph (e)(i) of this paragraph); and
(iv) the Landlord will cause any independent architect
or engineer appointed hereunder to deliver a true copy of
the certificate to the Tenant which the Landlord
will use his best efforts to obtain forthwith upon
receipt of said certificate.
9. INSURANCE AND LIABILITY
(a) Landlord's Insurance
The Landlord shall take out and keep
in force during the Term insurance with respect to the
Property except for the "Leasehold Improvements" (as
hereinafter defined) in the Leased Premises. The insurance
to be maintained by the Landlord shall be in respect of
perils and to amounts and on terms and conditions including,
without limitation, deductibles which from time to time
are insurable at a reasonable premium and which are normally
insured by prudent owners of properties similar to the
Property, all as from time to time determined at reasonable
intervals by arm's-length and reputable insurance advisors
selected by the Landlord, and whose opinion shall be
conclusive, and, with respect to all-risk insurance shall
be to full replacement value (excluding foundations).
Unless and until the insurance advisors shall state that
any such perils are not customarily insured against by owners
of properties similar to the property, the perils to be
insured against by the Landlord shall include, without
limitation, public liability, boilers and machinery, fire
and extended perils and may include at the option of the
Landlord losses suffered by the Landlord in its capacity
as Landlord through business interruption; provided that
the cost of such business interruption insurance and of
loss of rental insurance will not be included in Operating
Costs.
<PAGE>14
(b) Tenant's Insurance
The Tenant shall take out and keep in force during
the Term:
(i) comprehensive general public liability insurance
covering personal and bodily injury, death and property
damage on all occurrence basis with respect to all
construction, installation and alterations done in the
premises by the Tenant, the business carried on in or
from the Leased Premises, the Tenant's use and occupancy
of the Leased Premises and of any other part of the
Property, with coverage for any one occurrence or claim
of not less than Two Million Dollars ($2,000,000) or
such other amount as the Landlord may reasonably require
upon not less than one (1) months' notice at any time
during the Term, which insurance shall include the Landlord
as a named insured and shall protect the Landlord in
respect of claims by the Tenant as if the Landlord were
separately insured.
(ii) Tenant's all risk legal liability insurance in an
amount not less than the replacement cost of the
Leased Premises;
(iii) insurance in respect of fire and such other
perils as are from time to time defined in the usual
extended coverage endorsement covering the Tenant's
leasehold improvements, trade fixtures, and the furniture
and equipment to their full insurable value;
(iv) plate glass insurance, for the benefit of the
Landlord and all mortgagees of the Landlord (the "Mortgagee")
and the Tenant, covering all plate glass in the
Leased Premises, including all thermopane glass and
plate glass windows and doors, in an amount equal to the
full insurable value thereof.
All insurance shall be effected with insurers and
brokers and upon terms and conditions satisfactory to the
Landlord. The Tenant shall furnish to the Landlord, upon
occupancy of the premises and upon an annual policy renewal
basis thereafter for each year the Lease is in effect,
certificates or other evidences acceptable to the Landlord
as to the insurance from time to time effected by the
Tenant and its renewal or continuation in force, together
with evidence as to the method of determination of full
replacement cost of the Tenant's leasehold improvements,
trade fixtures, furniture and equipment, and if the Landlord
reasonably concludes that the full replacement cost has
been underestimated, the Tenant shall forthwith arrange
for any consequent increase in coverage required under
sub-paragraph (b). If the Tenant shall fail to take out,
renew and keep in force such insurance, or if the evidences
submitted to the Landlord are unacceptable to the Landlord
(or no such evidences are submitted within a reasonable
period after request therefor by the Landlord), then the
Landlord may give to the Tenant written notice requiring
compliance with this sub-paragraph and specifying the
respects in which the Tenant is not then in compliance
with this sub-paragraph. If the Tenant does not within five
(5) days provide appropriate evidence of
compliance with this sub-paragraph, the Landlord may
(but shall not be obligated to) obtain some or all of the
additional coverage or other insurance which the
Tenant shall have failed to obtain,
<PAGE>15
without prejudice to any other rights of the Landlord
under this Lease or otherwise, and the Tenant shall pay
all premiums and other reasonable expenses
incurred by the Landlord to the Landlord on demand.
All policies of insurance shall contain a waiver of
subrogation clause in favour of the Landlord and shall
also contain a clause requiring the insurer not to cancel
or change the insurance without first giving the Landlord
thirty (30) days prior written notice thereof.
In the event that both the Landlord and the Tenant
have claims to be indemnified under any such insurance,
the indemnity shall be applied first to the
settlement of the claim of the Landlord and the balance,
if any, to the settlement of the claim of the Tenant.
(c) Limitation of Landlord's Liability
The Tenant agrees that the Landlord shall
not be liable for any bodily injury or death of, or
loss or damage to any property belongingto the Tenant or
its employees, invitees or licensees or any other person in,
on or about the Property unless resulting from the actual
willful misconduct or negligence of the Landlord or its own
employees, agents or contractors. In no event shall the
Landlord be liable for any consequential damage which is
caused by steam, water, rain or snow or other thing which
may leak into, issue or flow from any part of the
Property or from the pipes or plumbing works, including
the sprinkler system therein or from any other place or for
any damage caused by or attributable to the condition
or arrangement of any electric or other wiring or of
sprinkler heads.
(d) Indemnity of Landlord
Except with respect to claims or liabilities
in respect of any damage which is Insured Damage to
the extent of the cost of repairing such
Insured Damage the Tenant agrees to indemnify and
save harmless the Landlord in respect of:
(i) all claims for bodily injury or death, property
damage or other loss or damage arising from the willful conduct
of any work or any negligent act or omission of the Tenant or
any assignee, sub-tenant, agent, employee, or contractor of
the Tenant, and in respect of all reasonable costs, expenses
and liabilities incurred by the Landlord in connection with
or arising out of all such claims, including the expenses of
any action or proceeding pertaining thereto, but excluding
any such costs in respect of which the Landlord is
re-imbursed from insurance proceeds; and
(ii) any reasonable loss, cost, (including, without
limitation, reasonable lawyer's fees and disbursements)
expense or damage suffered by the Landlord arising from any
breach by the Tenant of any of its covenants and obligations
under this Lease.
<PAGE>16
(e) Definition of "Insured Damage"
For purposes of this Lease, "Insured Damage"
means that part of any damage occurring to the Property of
which the entire cost of repair (or the entire cost of
repair other than a deductible amount properly collectable
by the Landlord as part of the Additional Rent) is actually
recovered by the Landlord under a policy or policies of
insurance from time to time effected by the Landlord pursuant
to sub-paragraph (a). Where an applicable policy of
insurance contains an exclusion for damages recoverable from
a third party, claims as to which the exclusion applies
shall be considered to constitute Insured Damage only if
the Landlord successfully recovers from the third party.
10. EVENTS OF DEFAULT AND REMEDIES
(a) In the event of the happening of any one of
following events:
(i) the Tenant shall have failed to pay an installment
of Basic Rent or of Additional Rent or any other amount
payable hereunder when due, and such failure
shall be continuing for a period of more than ten (10)
days after receipt of written notice from the Landlord
that such installment or amount was due;
(ii) there shall be a default of or with any condition,
covenant, agreement or
other obligation on the part of the Tenant to be kept,
observed or performed hereunder (other than a condition,
covenant, agreement or other obligation to pay Basic Rent,
Additional Rent or any other amount of money) and such
default shall be continuing for a period of more than fifteen
(15) days after written notice by the Landlord to the
Tenant specifying the default and requiring that it
discontinue;
(iii) if any policy of insurance upon the Property or any
part thereof from time to time effected by the Landlord
shall be cancelled or about to be cancelled by the insurer
by reason of the use or occupation of the Leased Premises
by the Tenant or any assignee, sub-tenant or licensee of
the Tenant or anyone permitted by the Tenant to be upon the
Leased Premises and the Tenant after receipt of notice in
writing from the Landlord shall have failed to take such
immediate steps in respect of such use or occupation as
shall enable the Landlord to reinstate or avoid
cancellation (as the case may be) of such policy of
insurance;
(iv) the Leased Premises shall, without the prior written
consent of the Landlord, be used by any other persons than
the Tenant or its permitted assigns or sub-tenants
or for any purpose other than that for which they were
leased or occupied or by any persons whose occupancy is
prohibited by this Lease;
(v) the Leased Premises shall be vacated or abandoned,
or remain unoccupied without the prior written consent
of the Landlord, such consent not to be unreasonably
withheld
<PAGE>17
or delayed, for fifteen (15) consecutive days or more
while capable of being occupied;
(vi) the balance of the Term of this Lease or any of
the goods and chattels of the Tenant located in the
Leased Premises, shall at any time be seized in execution
or attachment; or
(vii) the Tenant shall make any assignment for the
benefit of creditors or become bankrupt or insolvent or
take the benefit of any statute for bankrupt or insolvent
debtors or, if a corporation, shall take any steps or
suffer any order to be made for its winding-up or other
termination of its corporate existence; or a trustee,
receiver or receiver-manager or agent or other like person
shall be appointed of any of the assets of the Tenant;
The Landlord shall have the following rights and
remedies all of which are cumulative and not alternative
and not to the exclusion of any other or additional
rights and remedies in law or equity available to the
Landlord by statute or otherwise:
(A) to remedy or attempt to remedy any default of the
Tenant, and in so doing to make any payments due or alleged
to be due by the Tenant to third parties and to enter upon
the Leased Premises to do any work or other things
therein, and in such event all reasonable expenses of
the Landlord in remedying or attempting to remedy such
default shall be payable by the Tenant to the
Landlord on demand;
(B) with respect to unpaid overdue Rent, to the
payment by the Tenant of the Rent and of interest
(which said interest shall be deemed included herein
in the term "Rent") thereon at a rate equal to the
lesser of two percent (2%) above the prime commercial
loan rate charged to borrowers having the highest credit
rating from time to time by the Landlord's principal
bank from the date upon which the same was due until
actual payment thereof and the maximum amount
allowed under the laws of the jurisdiction in
which the Building is located;
(C) to terminate this Lease forthwith by delivering
to the Tenant at the address prescribed in paragraph
18 dealing with notices, notice terminating the
Lease and to immediately thereafter cease to furnish any
services hereunder and enter into and upon the Leased
Premises or any part thereof in the name of the whole and
the same to have again, re-possess and enjoy as of its
former estate, anything in this Lease contained to the
contrary notwithstanding; and,
(D) to enter the Leased Premises as agent of the Tenant
and as such agent to re-let them and to receive the rent
therefore and as the agent of the Tenant to take possession
of any furniture or other property thereon and upon giving
ten (10) days' written notice to the Tenant to store the
same at the expense and risk of the Tenant or to sell or
otherwise dispose of the same at public or private sale
without further notice and to apply the proceeds thereof
and any rent derived from re-letting the Leased Premises
upon account of the Rent due and to become due under this
Lease and the Tenant shall be liable to the Landlord for
the deficiency if any.
<PAGE>18
(b) Payment of Rent, etc. on Termination
Upon the giving by the Landlord of a notice
in writing terminating =the Lease under sub-paragraph
(a)(C) of this paragraph, this Lease and the term shall
terminate, Rent and any other payments for which the Tenant
is liable under this Lease shall be computed, apportioned
and paid in full to the date of such termination forthwith,
in one lump sum as liquidated damages and not a penalty the
aggregate of Basic Rent and Additional Rent (as estimated
by the Landlord acting reasonably) for a period of six
months being the estimated time required for re-leasing the
Leased Premises or, if less than one year remains of the Term,
the aggregate of Basic Rent and Additional Rent
(as estimated by the Landlord acting reasonably) for the
unexpired portion of the Term. Upon termination of this
Lease and the Term, the Tenant shall immediately deliver up
possession of the Leased Premises to the Landlord, and the
Landlord may forthwith re-enter and take possession of them.
The Tenant shall pay to the Landlord on demand
all reasonable costs and expenses, including reasonable
lawyers' fees, incurred by the Landlord in enforcing any
of the obligations of the Tenant under this Lease.
11. Subordination and Attornment
This Lease and all rights of the Tenant hereunder
are subject and subordinate to all underlying leases and
charges or mortgages now or hereafter existing (including
charges and mortgages by way of debenture, note, bond, deeds
of trust and mortgage and all instruments supplemental thereto),
which may now or hereafter affect the Property or any part
thereof and to all renewals, modifications, consolidations,
replacements and extensions thereof provided the lessor,
chargee, mortgagee or trustee agrees to accept this Lease
if not in default; and in recognition of the foregoing the
Tenant agrees that it will, whenever requested, attorn to such
lessor, chargee, mortgagee or trustee as a tenant upon all
the terms of this Lease. The Tenant agrees to execute
promptly whenever requested by the Landlord or by the holder
of any such lease, charge or mortgage an instrument of
subordination or attornment, as the case may be, as may be
required of it; provided that such lessor, chargee, mortgagee
or trustee concurrently delivers to the Tenant an enforceable
agreement, on terms reasonably satisfactory to the Tenant,
providing that notwithstanding such subordination or
attornment the Tenant will be entitled to quiet possession
and enjoyment of the Leased Premises in accordance with the
terms of this Lease as long as it is not in default hereunder.
<PAGE>19
12. CERTIFICATES
The Tenant agrees that it shall promptly whenever
requested by the Landlord from time to time execute and
deliver to the Landlord, and if required by the Landlord, to
any lessor, chargee or mortgagee (including any trustee) or
other person designated by the Landlord, an acknowledgment
in writing as to the then status of this Lease, including
as to whether it is in full force and effect, is
modified or unmodified, confirming the Basic Rent and
Additional Rent payable
hereunder and the state of the accounts between Landlord and
Tenant, the existence
or non-existence of defaults, and any other matters
pertaining to this Lease as to
which the Landlord shall request an acknowledgment.
The Landlord agrees that it shall promptly
whenever requested
by the Tenant from time to time execute and deliver to the
Tenant, and if required
by the Tenant, to any chargee or mortgagee (including any
trustee) or other
person designated by the Tenant an acknowledgment in writing
as to the then
status of this Lease, including as to whether it is in full
force and effect, is
modified or unmodified, confirming the Basic Rent and
Additional Rent payable
hereunder and the state of the accounts between Tenant and
Landlord, the
existence of defaults, and any other matters pertaining
to this Lease as to which
the Tenant shall request an acknowledgment.
13. INSPECTION OF AND ACCESS TO THE LEASED PREMISES
The Landlord shall be permitted on notice to
the Tenant to
enter and to have its authorized agents, employees and
contractors enter the
Leased Premises for the purpose of inspection, window
cleaning, maintenance,
providing janitor service, making repairs, alterations
or improvements to the
Leased Premises required at law or requested by the
Tenant, or to have access
to utilities and services (including all ducts and access
panels (if any), which the
Tenant agrees not to obstruct) and the Tenant shall
provide free and unhampered
access for the purpose, and shall not be entitled to
compensation for any
inconvenience, nuisance or discomfort caused thereby.
The Landlord and its
authorized agents and employees shall be permitted entry
to the Leased Premises
for the purpose of exhibiting them to prospective tenants.
The Landlord in
exercising its rights under this paragraph shall do so to
the extent reasonably
necessary so as to minimize interference with the Tenant's
use and enjoyment
of the Leased Premises provided that in an emergency the
Landlord or persons
authorized by it may enter the Leased Premises without
regard to minimizing
interference.
The landlord may close off all or part of the
building for
maintenance, repair, construction or reconstruction, and
may change the
location, arrangement or use of any part or parts of the
common areas.
The landlord reserves the following additional rights:
<PAGE>20
1. The right to change access doors or corridors;
2. The right of access to the tenant's premises to
effect changes
to the project;
3. The right of disruption; and
4. The right to erect hoarding, scaffolding and other
temporary
structures.
14. DELAY
Except as herein otherwise expressly provided,
if and whenever
and to the extent that either the Landlord or the Tenant
shall be prevented, delayed
or restricted in the fulfillment of any obligation hereunder
in respect of the supply
or provision of any service or utility, the making of any
repair, the doing of any
work or any other thing including, without limitation,
non-monetary defaults by
the Tenant hereunder (other than the payment of moneys required
to be paid by
the Tenant to the Landlord or otherwise hereunder) by
reason of:
(a) strike or work stoppages;
(b) being unable to obtain any material, service, utility
or labour required to
fulfill such obligation;
(c) any statute, law or regulation of, or inability to
obtain any permission from
any government authority having lawful jurisdiction
preventing, delaying or restricting
such fulfillment; or
(d) other unavoidable occurrence.
The time for fulfillment of such obligation
shall be extended during
the period in which such circumstance operates to prevent,
delay or restrict the
fulfillment thereof, and the other party to this Lease
shall not be entitled to compensation
for any inconvenience, nuisance or discomfort thereby
occasioned; provided that
nevertheless the Landlord will use its best efforts to
maintain services essential to
the use and enjoyment of the Leased Premises.
15. WAIVER
If either the Landlord or the Tenant shall
overlook, excuse,
condone or suffer any default, breach, non-observance,
improper compliance or
non-compliance by the other of any obligation hereunder,
this shall not operate
as a waiver of such obligation in respect of any continuing
or subsequent default,
breach, or non-observance, and no such waiver shall be
implied but shall only be
effective if expressed in writing.
<PAGE>21
16. SALE, DEMOLITION AND RENOVATION
The term "Landlord" as used in this Lease,
means only
the owner for the time being of the Property, so that in
the event of any sale
or sales or transfer or transfers of the Property, or the
making of any lease or
leases thereof, or the sale or sales or the transfer or
transfers or the assignment
or assignments of any such lease or leases, previous
landlords shall be and hereby
are relieved of all covenants and obligations of Landlord
hereunder, except for then
existing defaults by the Landlord in observance or
performance of its obligations
hereunder. It shall be deemed and construed without
further agreement between the
parties, or their successors in interest, or between
the parties and the transferee or
acquirer, at any such sale, transfer or assignment, or
lessee on the making of any
such lease, that the transferee, acquirer or lessee has
assumed and agreed to carry
out any and all of the covenants and obligations of
Landlord hereunder to Landlord's
exoneration, and Tenant shall thereafter be bound to and
shall attorn to such transferee,
acquirer or lessee, as the case may be, as Landlord under
this Lease.
17. LEASE ENTIRE AGREEMENT
The Tenant acknowledges that there are no
covenants,
representations, warrantees, agreements or conditions
express or implied, collateral
or other- wise forming part of or in any way affecting
or relating to this Lease save
as expressly set out in this Lease and Schedules attached
hereto and that this
Lease and such Schedules constitute the entire agreement
between the Landlord
and the Tenant and may not be modified except as herein
explicitly provided or
except by agreement in writing executed by the Landlord
and the Tenant.
18. NOTICES
Any notice, advice, document or writing
required or
contemplated by any provision hereof shall be given
in writing and if to the
Landlord, either delivered personally to an officer
of the Landlord or mailed by
prepaid mail addressed to the Landlord at the said
local office address of the
Landlord shown above, and if to the Tenant, either
delivered personally to the
Tenant (or to an officer of the Tenant, if a
corporation), or mailed by prepaid mail
addressed to the Tenant at the Leased Premises, and
if an address of the
Tenant is shown in the description of the Tenant above,
to such address as well.
Every such notice, advice, document or writing shall
be deemed to have been
given when delivered personally, or if mailed as
aforesaid upon the fifth day after
being mailed. The Landlord may from time to time by
notice in writing to the
Tenant designate another address as the address to
which notices are to be mailed
to it, or specify with greater particularity the
address and persons to which
such notices are to be mailed and may require that
copies of notices be sent to
an agent designated by it. The Tenant may, if an
address of the Tenant is
shown in the description of the Tenant above, from
time to time by notice in
writing to the Landlord designate another address as
the address to which such
notices are to be mailed.
<PAGE>22
19. INTERPRETATION
In this Agreement, "herein", "hereof",
"hereby",
"hereunder", "hereto", "hereinafter", and similar
expressions refer to this
Lease and not to any particular paragraph, clause or
other portion thereof,
unless there is something in the subject matter or
context inconsistent therewith
and the parties agree that all of the provisions of
this Lease are to be
construed as covenants and agreements as though words
importing such
covenants and agreements were used in each separate
paragraph hereof, and
that should any provision or provisions of this Lease
be illegal or not enforceable,
it or they shall be considered separate and severable
from the Lease and its
remaining provisions shall remain in force and be
binding upon the parties
hereto as though the said provision or provisions had
never been included,
and further that the captions appearing for the
provisions of this Lease have
been inserted as a matter of convenience and for
reference only and in no way
define, limit or enlarge the scope or meaning of this
Lease or of any provision hereof.
20. EXTENT OF LEASE OBLIGATIONS
This Agreement and everything herein
contained shall endure
to the benefit of and be binding upon the respective
heirs, executors, administrators,
successors, assigns and other legal representatives,
as the case may be, of each
and every of the parties hereto, subject to the granting
of consent by the Landlord
to any assignment or sublease, and every reference
herein to any party hereto
shall include the heirs, executors, administrators,
successors, assigns and other
legal representatives of such party, and where there
is more than one tenant or
there is a male or female party the provisions hereof
shall be read with all grammatical
changes thereby rendered necessary and all covenants
shall be deemed joint
and several.
21. USE AND OCCUPANCY PRIOR TO TERM
If the Tenant shall for any reason use
or occupy the Leased
Premises in any way prior to the commencement
of the Term without there
being an existing lease between the Landlord and
Tenant under which the Tenant
has occupied the Leased Premises, then during such
prior use or occupancy the
Tenant shall be a Tenant of the Landlord and shall
be subject to the same covenants
and agreements in this Lease mutatis mutandis.
<PAGE>23
22. GUARANTOR'S COVENANT
The Guarantor (if any is party to this
Lease and if more
than one jointly and severally) for valuable
consideration (receipt and
sufficiency whereof are acknowledged) hereby covenants,
promises and
agrees with the Landlord that it will at all times
pay or cause to be paid to the
Landlord the rent hereby promised or reserved and other
monies hereby promised
or secured at the time or times respectively appointed
therefor, and it will observe
and perform or cause to be observed or performed all
the covenants, terms,
provisos, stipulations and conditions herein contained
on the part of the Tenant
to be observed and performed and that it will at all
times indemnify, protect and
save harmless the Landlord from all loss, costs and
damage occasioned by the
Tenant or for which the Tenant is otherwise howsoever
responsible to the Landlord
in respect of this Lease. No indulgence shown by the
Landlord in respect of any
default by the Tenant which may arise under this Lease
and no extension or
extensions granted by the Landlord to the Tenant for
payment of monies hereby
secured or for the doing, observing and performing of
any covenant, agreement,
matter or thing herein contained to be done, observed
or performed by the Tenant
nor any dealings between the Landlord and the Tenant
or any other person(s)
shall in anywise modify, alter, vary or in anywise
prejudice the Landlord or affect
the liability of the Guarantor in anywise under this
covenant which shall continue
and be binding on the Guarantor as well after as
before default and as well during
as after expiry of this Lease until the said monies
are fully paid and satisfied.
23. SCHEDULES
The provisions of the following Schedules
attached hereto
shall form part of this Lease as if the same were
embodied herein:
Schedule "A" - Legal Description of Property
Schedule "B" - Outline of Leased Premises
Schedule "C" - Taxes Payable by Landlord and
Tenant
Schedule "D" - Services and Costs
Schedule "E" - Rules and Regulations
Schedule "F" - Leasehold Improvements
Schedule "G" - Option to Renew
<PAGE>24
IN WITNESS WHEREOF the parties hereto have
executed this Agreement.
The Corporate Seal of )
CAREY HOLDINGS LTD. )
was hereunto affixed in the presence of: )
)
/s/D. Elroy Fimrite ) c/s
by Signature -----------------------------------)
)
Title Authorized Signatory and Director )
The Corporate Seal of )
LANDSTAR, INC. )
was hereunto affixed in the presence of: ) c/s
)
/s/ Michael C. Pinch )
by Signature -----------------------------------)
)
Title Authorized Signatory and Director )
<PAGE>25
SCHEDULE "A"
TO A LEASE AGREEMENT BETWEEN
CAREY HOLDINGS LTD.
- -and-
LANDSTAR, INC.
DATED the 1st day of January A.D., 2000.
Parcel Identifier 000-171-433
Lot A, Section 24, Victoria District Plan 32638
MUNICIPALLY DESCRIBED AS
3795 CAREY ROAD
VICTORIA, BRITISH COLUMBIA
<PAGE>26
C-1
SCHEDULE "C"
Taxes Payable by Landlord and Tenant
1. TAXES
Tenant's Taxes
(a) The Tenant covenants to pay all Tenant's
Taxes, as
and when the same become due and payable. Where any
Tenant's
Taxes are payable by the Landlord to the relevant taxing
authorities, the
Tenant covenants to pay the amount thereof to the taxing
authority
after receiving notice thereof from the Landlord and
on or prior to the
due date.
(b) The Tenant covenants to pay their proportionate
share
of the amount of the Landlord's Taxes in each Fiscal
Period to the Landlord in
equal monthly payments commencing January 1 each year as
provided herein.
(c) The Tenant covenants to pay to the Landlord
their
proportionate share of the reasonable costs and expenses
(including legal and
other professional fees and interest and penalties on
deferred payments)
incurred in good faith by the Landlord in contesting,
resisting or appealing
any of the Taxes.
Landlord's Taxes
(d) The Landlord covenants to pay all Landlord's
Taxes in a
timely manner subject to the payments on account of
Landlord's Taxes required
to be made by the Tenant elsewhere in this Lease. The
Landlord may appeal
any official assessment or the amount of any Taxes or
other taxes based on
such assessment and relating to the Property. In connection
with any such
appeal, the Landlord may defer payment of any Taxes or
other taxes, as the
case may be, payable by it to the extent permitted by law,
and the Tenant shall
co-operate with the Landlord and provide the Landlord with
all relevant
information reasonably required by the Landlord in
connection with any
such appeal.
Separate Allocation
(e) In the event that the Landlord is unable to
obtain from
the taxing authorities any separate allocation of Landlord's
Taxes, Tenant's
Taxes or assessment as required by the Landlord to make
calculations of
Additional Rent under this Lease, such allocation shall
be made by the
Landlord acting reasonably until receipt of allocation
from taxing authorities.
<PAGE>27
C-2
Information
(f) Whenever requested by the Landlord, the
Tenant shall
deliver to it and furnish such other information in
connection therewith as
the Landlord may reasonably require.
Tax Adjustment
(g) If the Building has not been taxed as a
completed and
fully occupied Building for any Fiscal Period, the
Landlord's Taxes will be
determined as the amount actually paid by the
Landlord, as verified by the
tax bills.
2. DEFINITIONS
In this Lease:
(a) "Landlord's Taxes" shall mean the aggregate
of all
Taxes attributable to the Property or the Landlord in
respect thereof and
including any amounts imposed, assessed, levied or
charged in substitution
for or in lieu of any such Taxes, but excluding such
taxes as capital gains
taxes, corporate, income, profit or excess profit taxes
to the extent that such
taxes are not levied in lieu of any of the foregoing
against the Property or the
Landlord in respect thereof.
(b) "Taxes" shall mean all taxes, rates, duties,
levies, fees,
charges, local improvement rates, capital taxes, and
assessments whatsoever
including fees, rents and levies for air rights and
encroachments on or over
municipal property imposed, assessed, levied or charged
by any school,
municipal, regional, provincial, federal, parliamentary
or other body, corporation,
authority, agency or commission, provided that "Taxes"
shall not include
any special utility, levies, fees, charges imposed,
assessed, levied or charged
which are directly associated with initial construction
of the Property.
(i) "Goods and Services Tax" - Despite any other
section or clause of this
Lease, the Tenant shall pay to the Landlord upon
demand an amount equal
to any and all Goods and Services Tax, it being the
intention of the parties
that the Landlord shall be fully reimbursed by the
Tenant with respect to any
and all Goods and Services Tax at the full tax rate
applicable from time to time
in respect of the Rent payable for the lease of the
Premises pursuant to this
Lease. The amount of the Goods and Services Tax so
payable by the Tenant
shall be calculated by the Landlord in accordance with
the applicable legislation
and shall be paid to the Landlord at the same time as
the amounts to which such
Goods and Services Tax apply and is payable to the
Landlord under the terms of
this Lease or upon demand at such other time or times
as the Landlord from time
to time determines. Despite any other section or clause
in this Lease, the amount
payable by the Tenant under this paragraph shall be
deemed not to be Rent, but
the Landlord shall have all of the same remedies for and
rights of recovery of such
amount as it has for recovery of Rent under this Lease.
<PAGE>28
C-3
(c) "Tenant's Taxes" shall mean the aggregate of:
(i) all Taxes (whether imposed upon the Landlord or the
Tenant)
attributable to the personal property, trade fixtures,
business, income,
occupancy or sales of the Tenant or any other occupant of
the Leased Premises,
and to any Leasehold Improvements or fixtures installed
by or on behalf of the
Tenant within the Leased Premises, and to the use by the
Tenant or any of the
Property; and
(ii) the amount by which taxes (whether imposed upon the
Landlord or the
Tenant) are increased above the Taxes which would have
otherwise been payable
as a result of the Leased Premises or the Tenant or any
other occupant of the
Leased Premises being taxed or assessed in support of
separate schools; and
5. "Tenant's Proportionate Share" shall be determined
on the basis of
the percentage obtained from the calculation of the
ratio which the floor
area of the Leased Premises bears to the total rentable
floor area of the
Building. The floor area of the Leased Premises shall
be as set forth in
Schedule "B" hereto. All areas shall be calculated by
the Landlord's land
surveyor whose measurements shall be binding pursuant
to the Building
Owners and Managers Association (B.O.M.A.) of
Vancouver, British
Columbia, standard measurement procedures.
<PAGE>29
D-1
SCHEDULE "D"
SERVICES AND COSTS
1. The Landlord covenants with the Tenant:
(a) Interior Climate Control
To maintain in the Leased Premises conditions
of
reasonable temperature and comfort in accordance with good
standards
applicable to normal occupancy of premises for office
purposes subject
to governmental regulations during hours to be determined
by the Landlord
(but to be at least the hours from 8:00 a.m. to 6:00 p.m.
from Monday to
Friday inclusive with the exception of holidays, Saturdays
and Sundays),
such conditions to be maintained by means of a system for
heating and
cooling, filtering and circulating air; the Landlord shall
have no responsibility
for any inadequacy of performance of the said system if
the occupancy of the
Leased Premises or the electrical power or other energy
consumed on the
Leased Premises for all purposes exceeds reasonable amounts
as determined
by the Landlord, or the Tenant installs partitions or other
installations in locations
which interfere with the proper operation of the system of
interior climate
control or if the window covering on exterior windows is not
kept fully closed;
(b) Janitor Service
To provide janitor and cleaning service to the
common areas
of the Building consisting of reasonable services in
accordance with the
standards of similar office buildings;
(c) Elevators, Stairways, Etc.
To keep available the following facilities
for use by the
Tenant and its employees and invitees in common with
other persons entitled
thereto;
(i) passenger and freight elevator service to each floor
upon which the
Leased Premises are located provided that the Landlord may
prescribe the hours
during which and the procedures under which freight elevator
service shall be
available and may limit the number of elevators providing
service outside normal
business hours;
(ii) common stairways giving access to the Building and
the Leased
Premises, including such other areas from time to time
which may be provided
by the Landlord for common use and enjoyment within the
Property;
<PAGE>30
D-2
2. ELECTRICITY
(a) the Landlord covenants with the Tenant to furnish
electricity to the Leased Premises (except Leased Premises
which have
separate meters or shall be charges prorate by square footage
where area meters
exist) for normal office us for lighting and for office
equipment capable of
operating from the circuits available to the Leased Premises
and standard to
the Building during hours to be determined by the
Landlord (but to be at least
the hours from 8:00 a.m. to 6:00 p.m. from Monday to
Friday inclusive with the
exception of holidays, Saturdays and Sundays) and during
such other hours that
the Tenant elects at its sole cost and expense subject to
governmental regulations;
(b) The amount of electricity consumed on the
Leased Premises
in excess of electricity required by the Tenant for
normal office use shall be as
determined by the Landlord acting reasonably or by a
metering device installed
by the Tenant at the Tenant's expense. The Tenant
shall pay the Landlord for
any such excess electricity on demand.
3. The Landlord shall maintain and keep in
repair the facilities
required for the provision of the interior climate control,
elevator (if installed in
the Building), and other services referred to in sub-paragraph
(a) and (c) of
paragraph 1 and sub-paragraph (a) of paragraph 2 of this
Schedule in accordance
with the standards of office buildings similar to the
Building, but reserves the
right to stop the use of any of these facilities and the
supply of the corresponding
services when necessary by reason of accident or breakdown
or during the making
of repairs, alterations or improvements, in the reasonable
judgment of the Landlord
necessary or desirable to be made, until the repairs,
alterations or improvements
shall have been completed to the satisfaction of the
Landlord.
4. ADDITIONAL SERVICES
(a) The Landlord may (but shall not be obliged)
on request of the
Tenant supply services or materials to the Leased Premises
and the Property
which are not provided for under this Lease and which are
used by the Tenant
(the "Additional Services") including, without limitation,
(i) replacement of tubes and ballasts;
(ii) carpet shampooing;
(iii) drapery cleaning;
(iv) locksmithing;
(v) removal of bulk garbage;
(vi) picture hanging;
(vii) special security arrangement; and
(viii) janitorial service to Demised Premises.
<PAGE>31
D-3
(b) When Additional Services are supplied or furnished
by the Landlord, accounts therefor shall be rendered by the
Landlord and
shall be payable by the Tenant to the Landlord on demand.
In the event
the Landlord shall elect not to supply or furnish Additional
Services, only
persons with prior written approval by the Landlord
(which approval shall
not be unreasonably withheld) shall be permitted by
the Landlord or the
Tenant to supply or furnish Additional Services to the Tenant
and the
supplying and furnishing shall be subject to the reasonable
rules fixed by
the Landlord with which the Tenant undertakes to cause
compliance and
to comply.
5. OPERATING CHARGES PAYABLE
(a) The Tenant covenants to pay the Landlord the
Tenant's
Proportionate Share of the amount of the Operating Costs in
each Fiscal Period;
(b) In this Lease, "Operating Costs" shall include
all operating
(but not capital) reasonable costs incurred or which will be
incurred by the
Landlord, determined in accordance with generally accepted
accounting principles
consistently applied, in the maintenance, operation,
administration and
management of the Property including without limitation:
(i) cost of heating, ventilating and air-conditioning;
(ii) cost of water and sewer charges;
(iii) cost of electricity, fuel or other forms of energy
which are not separately
metered and recovered or paid by tenants;
(iv) cost of insurance carried by the Landlord pursuant
to paragraph 9(a) of
this Lease except as otherwise provided therein;
(v) cost of building office expenses, including telephone,
rent, stationery
and supplies;
(vi) cost of all elevator maintenance and operation;
(vii) cost of operating staff, management staff and other
administrative
personnel, including salaries, wages, and fringe benefits;
(viii) cost of providing security;
(ix) cost of providing janitorial services, window cleaning,
and garbage
removal;
(x) cost of supplies and materials;
<PAGE>32
D-4
(xi) cost of decoration of common areas;
(xii) cost of landscaping;
(xiii) cost of maintenance and operation of the parking
area;
(xiv) cost of consulting engineering fees;
(xv) cost of replacements, additions and modifications
unless
otherwise included under Operating Costs under subparagraph
(xvi),
and cost of repair and;
(xvi) cost of each "Major Expenditure" (as hereinafter
defined) as
amortized over the period of the Landlord's reasonable
estimate of the
economic life of the Major Expenditure, but not to
exceed fifteen years,
using equal monthly installments of principal and interest
at ten percent
(10%) per annum compounded semi-annually, where "Major
Expenditure"
shall mean any single expenditure incurred during or
subsequent to the
Fiscal Period in which the Lease commences, for replacement
of machinery,
equipment, building elements, systems or facilities used in
connection with
the Property (or for modifications or additions to the
Property), if one of the
principal purposes of such modification or addition was to
reduce energy
consumption or Operating Costs or was required by
governmental regulation,
which expenditure is more than ten percent (10%) of the
total Operating Costs
for the previous Fiscal Period.
(c) Notwithstanding anything to the contrary
contained
in this Lease, in this Lease there shall be excluded
from
Operating Costs
the following:
(i) interest on debt and capital retirement of debt;
(ii) such of the Operating Costs as are recovered from
insurance
proceeds;
(iii) costs as reasonably determined by the Landlord of
acquiring
tenants for the Property;
8. costs associated with structural repairs or defects
in, or improper
constitution of, the Heating, Ventilating and Air
Conditioning Systems or the
drainage or sewage system.
<PAGE>33
D-5
6. In this Lease, "Tenant's Proportionate Share"
shall be
determined on the basis of the percentage obtained from
the calculation
of the ratio which the floor area of the Leased Premises
bears to the total
rentable floor area of the Building. The floor area of
the Leased Premises
shall be as set forth in Schedule "B" hereto. All areas
shall be calculated
by the Landlord's land surveyor whose measurements shall
be binding
pursuant to the Building Owners and Managers Association
(B.O.M.A.)
of Vancouver, British Columbia, standard measurement
procedures. The
proportionate share shall be subject to adjustment as
determined solely by
the Landlord and notified to the Tenant in writing for
physical increases or
decreases in the total rentable area of the Property
provided that the total
rentable area of the Property and the rentable area of
the Leased Premises
shall exclude areas designated (whether or not rented)
for parking and for
storage.
<PAGE>34
E-1
SCHEDULE "E"
RULES AND REGULATIONS
1. The sidewalks, entry passages, elevators (if any),
common
stairways shall not be obstructed by the Tenant or used
for any other
purpose than for ingress and egress to and from the
Leased Premises.
The Tenant will not place or allow to be placed in the
Building corridors
or public stairways any waste paper, dust, garbage,
refuse or anything
whatever.
2. The washroom plumbing fixtures and other water
apparatus shall
not be used for any purpose other than those for
which they were
constructed, and no sweepings, rubbish, rags, ashes or
other substances
shall be thrown therein. The expense of any damage
resulting by misuse
by the Tenant shall be borne by the Tenant.
3. The Tenant shall permit window cleaners to clean the
windows
of the Leased Premises during normal business hours, on
notice from the
Landlord.
4. No birds or animals shall be kept in or about the
Property nor
shall the Tenant operate or permit to be operated any
musical or
sound-producing instruments or device or make or permit
any improper
noise inside or outside the Leased Premises which may be
heard outside such
Leased Premises.
5. No one shall use the Leased Premises for residential
purposes, or
for the storage of personal effects or articles other than
those required for
business purposes without prior written approval of the
Landlord, such
approval not be unreasonably withheld or delayed.
6. All persons entering and leaving the Building
at any
time other than
during normal business hours shall register in the books
which may be kept
by the Landlord at or near the night entrance and the
Landlord will have the
right to prevent any person from entering or leaving the
Building or the Property
unless provided with a key to the premises to which such
person seeks entrance
and a pass in a form to be approved by the Landlord. Any
persons found in the
Building at such times without such keys and passes may be
subject to the
surveillance of the employees and agents of the Landlord.
7. No dangerous or explosive materials shall be kept or
permitted to be
kept in the Leased Premises.
8. The Tenant shall not install or permit the installation
or use of any
machine dispensing goods for sale in the Leased Premises
without the prior
written approval of the
<PAGE>35
Landlord. Only persons authorized by the Landlord shall be
permitted to
deliver or
<PAGE>36
E-2
to use the elevators for the purpose of delivering food or
beverages
to the Leased Premises.
9. The Tenant shall not bring in or take out, position,
construct, install
or move any safe, business machine or other heavy office
equipment without
first obtaining the prior written consent of the Landlord,
such consent not to be
unreasonably withheld or delayed. In giving such consent,
the Landlord shall
have the right acting reasonably in its sole discretion, to
prescribe the weight
permitted and the position thereof, and the use and design
of planks, skids or
platforms to distribute the weight thereof. All damage done
to the Building by
moving or using any such heavy equipment or other office
equipment or furniture
shall be repaired at the expense of the Tenant. The moving
of all heavy equipment
or other office equipment or furniture shall occur only at
times consented to by the
Landlord, acting reasonably, and the persons employed to
move the same in and out
of the Building must be reasonably acceptable to the
Landlord. Safes and other
heavy office equipment will be moved through the halls and
corridors only upon
steel bearing plates. No freight or bulky matter of any
description will be received
into the Building or carried in the elevators (if installed
in the Building) except during
hours reasonably approved by the Landlord.
10. The Tenant shall give the Landlord prompt notice of
any accident to or
any defect in the plumbing, heating, air-conditioning,
ventilating, mechanical or
electrical apparatus or any other part of the Building.
11. Except as set forth in any specific parking agreement
between the
Landlord and Tenant, the parking of automobiles shall be
subject to the reasonable
charges or rates comparable with others and the reasonable
regulations of the
Landlord. The Landlord shall not be responsible for damage
to or theft of any
car, its accessories or contents whether the same be the
result of gross negligence
or willful acts or omissions.
12. The Tenant shall not mark, drill into or in any way
deface the walls,
ceilings, partitions, floors or other parts of the Leased
Premises and the Building.
13. Except with the prior written consent of the Landlord,
such consent
not to be unreasonably withheld, no tenant shall use or
engage any person or
persons other than the janitor or janitorial contractor of
the Landlord for the
purpose of any cleaning of the Leased Premises.
14. If the Tenant desires any electrical or communications
wiring, the
Landlord reserves the right to direct qualified persons as
to where and how
the wires are to be introduced, and without such directions
no borings or
cutting for wires shall take place. No other wires or
pipes of any kind shall
be introduced without the prior written consent of the
Landlord.
15. The Tenant shall not place or cause to be placed any
additional
locks upon any doors of the Leased Premises without the
approval of the
Landlord, such consent not to .
<PAGE>37
E-3
be unreasonably withheld or delayed, and subject to any
conditions
imposed by the Landlord. Additional keys may be obtained
from the
Landlord at the cost of the Tenant
16. The Tenant shall keep the sun drapes (if any) in a
closed position
at all times. The Tenant shall not interfere with or
obstruct any perimeter
heating, air-conditioning or ventilating units.
17. The Tenant shall not conduct, and shall not permit,
any canvassing
in the Building.
18. The Tenant shall take care of the rugs and drapes
(if any) in the
Leased Premises and shall arrange for the carrying-out of
regular spot
cleaning and shampooing of carpets and dry cleaning of
drapes in a manner
acceptable to the Landlord.
19. Subject only to the provisions of paragraph 5 of
Schedule "F", the
Tenant shall not place or permit to be placed any sign,
advertisement, notice
or other display on any part of the exterior of the Leased
Premises or elsewhere
if such sign, advertisement, notice or other display is
visible from outside the
Leased Premises without the prior written consent of the
Landlord which may
be arbitrarily withheld except as provided herein. The
Tenant, upon request
of the Landlord, shall immediately remove any sign,
advertisement, notice or
other display which the Tenant has placed or permitted to
be placed which,
in the opinion of the Landlord, is objectionable, and if
the Tenant shall fail to
do so, the Landlord may remove the same at the expense of
the Tenant.
20. The Landlord shall have the right to make such other
and further
reasonable rules and regulations and to alter the same as
in its judgment
may from time to time be needful for the safety, care,
cleanliness and
appearance of the Leased Premises and the Building and
for the preservation
of good order therein, and the same shall be kept and
observed by the
Tenant, their employees and servants. The Landlord
also has the right,
acting reasonably, to suspend or cancel any or all
of these rules and
regulations herein set out.
<PAGE>38
F-1
SCHEDULE "F"
Leasehold Improvements
1. Definition of Leasehold Improvements
For purposes of this Lease, the term "Leasehold
Improvements"
includes, without limitation, all fixtures, improvements,
installations,
alterations and additions from time to time made, erected
or installed by
or on behalf of the Tenant, in the Leased Premises
including all partitions,
doors and hardware, however affixed, and whether or not
movable, all
mechanical, electrical and utility installations and all
carpeting and drapes
with the exception only of furniture and equipment not
of the nature of fixtures.
2. Installation of Improvements and Fixtures
The Landlord shall include in the Leased Premises
the"Landlord's
Work" (as hereinafter defined). The Tenant shall not make,
erect, install or
alter any Leasehold Improvements in the Leased Premises
without having
requested and obtained the Landlord's prior written approval.
The Landlord's
approval shall not, if given, under any circumstances be
construed as consent
to the Landlord having its estate charged with the cost of
the work. The
Landlord shall not unreasonably withhold or delay its approval
to any such
request, but failure to comply with the Landlord's reasonable
requirements from
time to time for the Building shall be considered sufficient
reason for refusal.
In making, erecting, installing or altering any Leasehold
Improvements the Tenant
shall not, without the prior written approval of the Landlord,
not to be unreasonably
withheld or delayed, alter or interfere with any installations
which have been made
by the Landlord or others and in no event shall alter or
interfere with window
coverings (if any) or other light control devices (if any)
installed in the Building.
The Tenant's request for any approval hereunder shall be
in writing and
accompanied by an adequate description of the contemplated
work and, where
appropriate, working drawings and specifications thereof.
If the Tenant requires
from the Landlord drawings or specifications of the
Building in connection with
Leasehold Improvements, the Tenant shall pay the reasonable
cost thereof to the
Landlord on demand. Any reasonable costs and expenses
incurred by the
Landlord in connection with the Tenant's Leasehold
Improvements shall be
paid by the Tenant to the Landlord on demand. All
work to be performed in
the Leased Premises shall be performed by competent
contractors and
sub-contractors of whom the Landlord shall have approved
in writing prior
to commencement of any work, such approval not to be
unreasonably
withheld or delayed (except that the Landlord may require
that the Landlord's
contractors and sub-contractors be engaged for any
mechanical or electrical work)
and by workmen who have labour union affiliations that are
compatible
with those affiliations (if any) of workmen employed by
the Landlord and its
contractors and sub-contractors. All such work including
the delivery, storage
and removal of materials shall be subject
<PAGE>39
F-2
to the reasonable supervision of the Landlord, shall be
performed in
accordance with any reasonable conditions or regulations
imposed by
the Landlord including, without limitation, payment on
demand of a
reasonable fee of the Landlord for such supervision, and
shall be completed
in good and workmanlike manner in accordance with the
description of the
work approved by the Landlord and in accordance with all
laws, regulations
and by-laws of all regulatory authorities. Copies of
required building permits
or authorizations shall be obtained by the Tenant at
its expense and copies
thereof shall be provided to the Landlord. No locks
shall be installed on the
entrance doors or in any doors in the Leased Premises
that are not keyed to
the Building master key system.
3. Liens and Encumbrances on Improvements and Fixtures
In connection with making, erection,
installation or
alteration of Leasehold Improvements and all other work
or installations
made by or for the Tenant in the Leased Premises, the
Tenant shall comply
with all the provisions of the Builders' Lien and other
similar statutes from
time to time applicable thereto (including any proviso
requiring or enabling
the retention by way of holdback of portions of any sums
payable) and except
as to any such holdback, shall promptly pay all accounts
relating thereto.
Pursuant to the Builders' Lien Act, the Tenant is required
to post a sign to
contractors, sub-contractors, material men and workers
stating that the
Landlord will not be responsible for the Leasehold
Improvements, such sign
to be posted in at least two (2) conspicuous places
on the Leased Premises.
The Tenant will not create any mortgage conditional
sale agreement or
other encumbrance in respect of its Leasehold
Improvements nor without
the written consent of the Landlord which may be
arbitrarily withheld with
respect to its trade fixtures nor shall the Tenant
take any action as a
consequence of which any such mortgage conditional
sale agreement or
other encumbrance would attach to the Property or any
part thereof. If
and whenever any mechanics or other tradesman's work,
labour, services
or materials supplied to or for the Tenant or for the
cost of which the Tenant
may be in any way liable or claims therefor shall arise
pursuant to which any
such mortgage conditional sale agreement or other encumbrance
shall attach,
the Tenant shall within twenty (20) days after submission
by the Landlord or
notice thereof procure the discharge thereof, including any
certificate of action
registered in respect of any lien, by payment or giving
security or in such
other manner as may be required or permitted by law and
failing which the
Landlord may avail itself of any of its remedies hereunder
for default of the
Tenant and may make any payments or take any steps or
proceedings required
to procure the discharge of such debts or encumbrances
and shall be entitled
to be repaid by the Tenant on demand for any such payments
and to be paid
on demand by the Tenant for all costs and expenses in
connection with steps
or proceedings taken by the Landlord and the Landlord's
right to reimbursement
shall not be affected or imparted if the Tenant shall
then, consequently establish
or claim that any lien or encumbrances discharges not
within reason or the right
or subject to any attachment, service or defense. The
Tenant agrees to indemnify
the Landlord from all claims, costs and expenses, which
may be incurred by the
Landlord if
<PAGE>40
F-3
any proceedings brought by any person against the
Landlord alone or
with another or others for or in respect of work, labour,
services or materials
supplied to or for the Tenant.
4. Removal of Improvements and Fixtures
All Leasehold Improvements in or upon the
Leased
Premises shall immediately upon their placement be and
become the
Landlord's property without compensation therefor to the
Tenant. Except
to the extent otherwise expressly agreed by the Landlord
in writing, no
Leasehold Improvements, furniture or equipment shall be
removed by the
Tenant from the Leased Premises either during or at the
expiration or
sooner termination of the Term except that:
(a) the Tenant may, at the times appointed by the
Landlord and subject
to availability of elevators (if installed in the Building),
remove its tenant or
trade fixtures, furniture and equipment at the end of the
Term and also during
the Term in the usual and normal course of its business
where such furniture
or equipment has become excess for the Tenant's purposes
or the Tenant is
substituting therefore new furniture and equipment.
(b) The Tenant shall, in the case of every removal; make
good at the
expense of the Tenant any damage caused to the Property by
the installation
and removal. In the event of the non-removal by the end
of the Term, or sooner
termination of this Lease, of such trade fixtures or
Leasehold Improvements
required by the Landlord of the Tenant to be removed,
the Landlord shall have
the option, in addition to its other remedies under this
Lease to declare to the
Tenant that such trade fixtures are the property of the
Landlord and the Landlord
upon such a declaration may dispose of such trade fixtures
and retain any proceeds
of disposition as security for the Debts, Liabilities and
Obligations and the
Tenant shall be liable to the Landlord for any expenses
incurred by the Landlord.
5. For the purpose of this Lease,
(a) The term "Tenant's Work" shall mean all work
required
to be done to complete the Leased Premises for occupancy
by the Tenant
excluding the "Landlord's Work" (as hereinafter defined).
(b) No signs shall be erected on the Building or
on the
exterior of the Leased Premises without the prior written
approval of the
Landlord; such approval not to be unreasonably withheld.
The Landlord
shall provide a lobby directory and shall display the name
of the Tenant
thereon.
In respect of any pre-approved signage, the Tenant
shall be
responsible for:
(i) all maintenance, repairs and replacements in order
to keep the
same in first class condition and appearance;
<PAGE>41
F-4
(ii) all damage caused by the same, in respect of which
the
Tenant hereby agrees to indemnify and save the Landlord
harmless;
(iii) maintaining insurance in respect of the same as
required by
the Lease;
(iv) all taxes of any kind arising in respect of same;
and
(v) all other responsibilities of any kind whatsoever
relating to the
same including the repair of any and all damage to the
Building or Premises
upon removal of such structures.
The Landlord shall have the right to require
the
Tenant to remove such signs, advertising material, placards,
window
and door lettering, erected, installed, put up or displayed
by the Tenant
as shall not meet with the approval of the Landlord. All
such signs shall
further be subject to the Municipality of Saanich by-laws
governing
such matters as amended from time to time.
(c) The term "Landlord's Work" shall mean:
(d) The term "Building Standard" shall mean the
specifications established by the Landlord for the building
from
time to time and as changed from time to time.
<PAGE>42
G-1
SCHEDULE "G"
OPTION TO RENEW
The Landlord covenants with the Tenant that if
the
Tenant duly and regularly pays the Rent and any and all
amounts required
to be paid pursuant to this Lease and performs each and
every covenant,
proviso and agreement on the part of the Tenant to be paid,
rendered,
observed and performed herein, the Landlord will at the
expiration of the
then expiring term on written notice by the Tenant to the
Landlord given
by the Tenant not less than six (6) months prior to the
expiration of the
then expiring term grant to the Tenant one (1) further
term of five years,
subject to the same covenants, provisions and agreements
as herein
contained except any improvement allowance and the option
for renewal
in this clause contained, which shall be negotiated at
that time, and the
rental amount which shall be the then market rate, but
not less than the
rent specified in Clause 3 (a) hereof. If no agreement
can be reached on
the rental amount, then the rent shall be determined by
arbitration in
accordance with the Arbitration Act of British Columbia.
Upon renewal and prior to commencement of the
renewal term, the Tenant covenants and agrees to execute
the Landlord's
standard renewal agreement.
<PAGE>43
INCORPORATED UNDER THE LAWS
OF THE STATE OF NEVADA
LANDSTAR, INC.
Common Stock
CUSIP 515097 10 3
NUMBER SHARES
THIS IS TO CERTIFY THAT
---------------------------------
IS THE OWNER OF
----------------------------------
fully paid and non-assessable shares of the
common stock, $.001 par value of
LANDSTAR, INC.
(hereinafter called the "Corporation") transferable on the
books of the Corporation in person or duly authorized
attorney upon surrender of this Certificate properly endorsed.
This Certificate and the shares represented hereby are issued
and shall be subject to all the provisions of the Certificate
of Incorporation and By-Laws of the Corporation and the
amendments from time to time made thereto, copies of which
are or will be on file at the principal office of the
Corporation, to all of which the holder by acceptance
hereof assents. This Certificate is not valid unless
countersigned the Transfer agent and Registrar.
WITNESS the facsimile seal of the Corporation and
the facsimile signatures of its duly authorized officers.
Dated:
------------------
[SEAL]
/s/ /s/
- ---------------------- ------------------------
SECRETARY PRESIDENT
<PAGE> 1
The following abbreviations, when used in the
inscription on the fact of this certificate, shall be
construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
Survivorship and not as tenants in common
UNIF GIFT MIN ACT - ......Custodian........
(Cust) (Minor)
under Uniform Gifts to Minors
Act.........................
(State)
Additional abbreviations may also be used though
not in the above list.
FOR VALUR RECEIIVED,-------------------hereby sell,
assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
- -----------------------------------
- -----------------------------------
- --------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
- --------------------------------------------------------------
- ----------------------------------------------------Shares
of the stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated:
-----------------------
NOTICE: X
------------------------------------
The signature to this assignment must
correspond with the name as written
upon the face of the certificate in
every particular, without alteration
or enlargement or any change whatever.
Signature(s) Guaranteed
By:
-------------------------------------------------
the signatures should be guaranteed by an eligible
institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an
approved signature guarantee medallion program,
pursuant to S.E.C. Rule 17AD-15.
Transfer Agent: Manhattan Transfer Registrar Co.
P.O. Box 361
Holbrook, New York 11741
(516)585-7341
MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT made this _____ day of _________, 199___.
BETWEEN: REBOUND RUBBER CORPORATION
600 - 3795 Carey Road
Victoria, British Columbia
V8Z 6T8
(hereinafter referred to as "Rebound")
OF THE FIRST PART
AND: KENTUCKY FINANCIAL INC.
5630 Batu Road
Victoria, British Columbia
V8Z 6K5
(hereinafter referred to as the
"Contractor")
OF THE SECOND PART
WHEREAS Rebound Rubber Corporation has acquired certain
technology rights which it intends to develop and promote
in the North American market and eventually the world market
and the Board of Directors has initiated a plan of action to
evaluate business strategies and develop appropriate
profitable business activities or associations, and pursuant
thereto the Company requires the services of management
personnel,
AND WHEREAS the Company is in an uncertain financial
position and, consequently, is not empowered to make long
term financial commitments,
THEREFORE, the parties hereto agree as follows:
1. Term:
This contract shall be on a month-to-month basis
with a minimum period of operation of nine (9) months.
2. Commencement:
Commencement is April 1, 1998 (to be extended for a further
one year if agreed by both parties)
<PAGE>1
3. Remuneration:
Remuneration shall be at the rate of $8,000.00 per
month for each month the contract is activated (subject to
review for the one year extension)
4. Payment Terms:
Payment shall not be required to be paid monthly
but shall accrue as an obligation of Rebound to the Contractor.
Payments will be made in such amounts and at such times
that management deems appropriate relative to cash resources
available or contemplated for the Company.
5. Conditions of Employment:
Rebound recognizes that the compensation herein may
not be commensurate with normal industry standards pursuant
to the qualifications and experience of the Contractor's
designated personnel. Accordingly, Rebound agrees to consider
additional remuneration from time to time pursuant to
intensified activity periods and may compensate the Contractor
or their designated personnel by way of stock options, bonuses
or other incentive remuneration.
6. Position:
The Contractor shall supply on an equivalent to full
time basis a designated executive employee to fulfill the
position of Chief Executive Officer of the Company. Until
such time and unless as agreed otherwise, the designated
person pursuant to this contract shall be D. Elroy Fimrite.
By mutual agreement, the Contractor and Rebound may change
this designation, subject to approval of regulatory bodies
as required.
7. Duties:
The Chief Executive Officer shall be responsible for:
- - general management of the entire corporate entity;
- - the development of a strategic posture, definition of
corporate objectives and strategy for achievement
thereof;
- - review and revamping of corporate structure;
- - interface with shareholders, other management and
regulatory bodies;
- - fund raising activities and corporate structuring
to accommodate same.
<PAGE>2
IN WITNESS WHEREOF the parties hereto hereby agree to the
above terms and conditions and have executed this Agreement
on the day and year first written above.
REBOUND RUBBER CORP.
/s/MICHAEL PINCH /s/ KEN MOWERS
- -------------------- ----------------
Authorized Signatory Witness
KENTUCKY FINANCIAL INC.
D.ELROY FIMRITE
- -------------------- seal
Authorized Signatory
<PAGE>3
MANAGEMENT SERVICES AGREEMENT
ADDENDUM
WHEREAS Rebound Rubber Corporation (Rebound) has
an agreement dated April 1, 1998 with Kentucky Financial
Inc. ( the "Contractor") for the provision of management
services and
WHEREAS Rebound and the Contractor wish to extend the
agreement for an additional year to December 31, 1999
as provided in the agreement,
THEREFORE the parties agree as follows:
The term of the agreement will be one year commencing
on January 1, 1999 and ending on December 31,1999.
Compensation shall be at the rate of $11,625.00 per
month for the 12 month period.
All other terms and conditions will remain the same.
IN WITNESS WHEREOF the parties hereto hereby agree to
the above terms and conditions and have executed this
Agreement as at January 4, 1999.
REBOUND RUBBER CORP.
/s/ MICHAEL PINCH /s/ MARILYN DUMONT
- -------------------- ---------------------
Authorized Signatory Witness
KENTUCKY FINANCIAL INC.
D.ELROY FIMRITE
- -------------------- seal
Authorized Signatory
<PAGE> 4
MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT made this _____ day of _________, 199___.
BETWEEN: REBOUND RUBBER CORPORATION
600 - 3795 Carey Road
Victoria, British Columbia
V8Z 6T8
(hereinafter referred to as "Rebound")
OF THE FIRST PART
AND: SHINA INVESTMENTS LTD.
P.O. Box 422,
Brentwood Bay, British Columbia
V8M 1R3
(hereinafter referred to as the "Contractor")
OF THE SECOND PART
WHEREAS Rebound Rubber Corporation has acquired certain technology
rights which it intends to develop and promote in the North
American market
and eventually the world market and the Board of Directors has
initiated a
plan of action to evaluate business strategies and develop
appropriate
profitable business activities or associations, and pursuant
thereto the
Company requires the services of management personnel,
AND WHEREAS the Company is in an uncertain financial position
and,
consequently, is not empowered to make long term financial
commitments,
THEREFORE, the parties hereto agree as follows:
1. Term:
This contract shall be on a month-to-month basis with a minimum
period of operation of nine (9) months.
2. Commencement:
Commencement is April 1, 1998 (to be extended for a further one
year if agreed by both parties)
<PAGE>1
3. Compensation:
Compensation shall be at the rate of $6,000.00 per month for each
month the contract is activated (subject to review for the one year
extension)
4. Payment Terms:
Payment shall not be required to be paid monthly but shall accrue
as an obligation of Rebound to the Contractor. Payments will be
made in such amounts and at such times that management deems
appropriate relative to cash resources available or contemplated
for the Company.
5. Conditions of Employment:
Rebound recognizes that the compensation herein may not be
commensurate with normal industry standards pursuant to the
qualifications and experience of the Contractor's designated
personnel. Accordingly, Rebound agrees to consider additional
remuneration from time to time pursuant to intensified activity
periods and may compensate the Contractor or their designated
personnel by way of stock options, bonuses or other incentive
remuneration.
6. Position:
The Contractor shall supply on an equivalent to full time basis a
designated executive employee to fulfill the position of Chief
Financial Officer of the Company. Until such time and unless
as agreed otherwise, the designated person pursuant to this
ontract shall be Michael Pinch. By mutual agreement, the
Contractor and Rebound may change this designation, subject
to approval of regulatory bodies as required.
7. Duties:
The Chief Financial Officer shall be responsible for:
- - all financial and accounting records including
preparation for audit;
- - all statutory filings and remittances including the
filing of Corporation Tax Returns and other information returns;
- - financial projections, budgets and business plan
preparation together with the Chief Executive Officer
- - financial evaluation of target businesses or potential
acquisitions or mergers;
- - other financial, tax or corporate administrative
duties.
<PAGE>2
IN WITNESS WHEREOF the parties hereto hereby agree to
the above terms and conditions and have executed this
Agreement on the day and year first written above.
REBOUND RUBBER CORP.
/s/ D. ELROY FIMRITE /s/ KEN MOWERS
- ----------------------------- ---------------
Authorized Signatory Witness
SHINA INVESTMENTS LTD..
/s/ MICHAEL PINCH
- ------------------------------------- seal
Authorized Signatory
<PAGE>3
MANAGEMENT SERVICES AGREEMENT
ADDENDUM
WHEREAS Rebound Rubber Corporation (Rebound) has an
agreement dated April 1, 1998 with Shina Investments Ltd.
("the "Contractor") for the provision of management
services and
WHEREAS Rebound and the Contractor wish to extend the
agreeement for an additional year to December 31, 1999
as provided in the agreement,
THEREFORE the parties agree as follows:
1. The term of the agreement will be one year commencing on
January 1, 1999 and ending on December 31, 1999.
2. Compensation shall be at the rate of $7,750.00 per
month for the 12 month period.
3. All other terms and conditions will remain the same.
IN WITNESS WHEREOF the parties hereto agree to
the above terms and conditions and have executed
this Agreeement as at January 4, 1999.
REBOUND RUBBER CORP.
/s/ D.ELROY FIMRITE /s/ MARILYN DUMONT
- ------------------- -----------------------
Authorized Signatory Witness
SHINA INVESTMENTS LTD.
/s/ MICHAEL C. PINCH seal
- ---------------------------------------
Authorized Sigantory
THE TECHNOLOGY OF THE ACTIVATION AND
TRANSMUTATION OF RUBBER POWDER (INCLUDING
ACTIVATORS AND MODIFIERS SYNTHETIC TECHNOLOGY),
AND THE TECHNOLOGY OF RUBBER RENEWAL
(INCLUDING RENEWAL AGENTS SYNTHETIC TECHNOLOGY)
AGREEMENT ON THE TRANSFER OF TECHNOLOGICAL
ACHIEVEMENT
Party A: Guang Zhou Research Institute for
Utilization of
Reclaimed Resources
Party B: Canadian Rebound Rubber Corp.
SUMMARY
Guang Zhou Research Institute for Utilization of
Reclaimed Resources was approved for establishment by Guangzhou
Municipal Registration Council at the end of 1979 as an all
purpose people's enterprises unit. Its main scope of research
is the renewal and utilization of waste organic macromolecular
materials (such as waste rubber, waste plastics, waste chemical
fibres), and multiple-utilization research and development, so
as to broaden new resources for the nation and eliminate
environmental pollution. With the last 10 or so years since
the organization's establishment, supported by many, this
institute has developed into a multi-disciplined, multi-operation
joint research centre for waste macromolecular compounds and
materials. It has unified its operations combining technology
and commerce as one, enjoying certain influence domestically as
a scientific research institute and is recognized nationally and
internationally as having had outstanding achievements in the
renewal and utilization of waste rubber.
The Canadian Rebound Rubber Corp. specializes in
environmental protection technology research and development,
"three wastes" multiple utilization technology development,
high engineering, construction and other trades.
Parties A and B, on the basis of equality, mutual
benefit, and sincere and friendly joint cooperation, make
the following terms and conditions to be jointly observed.
TERMS AND CONDITIONS
ONE, Party A's Responsibilities
1. Party A provides to Party B the research achievements
of the four technologies: the technology concerning the
activation and transmutation of rubber, activators and modifiers
synthetic technology, emulsified rubber renewal technology,
and renewal agents synthetic technology for Party B's sue
for production purposes. Party A guarantees that the quantity
and the quality of activated and transmutated rubber powder
meet the nation's "Eight Five" technology task force's
requirements and the quality and quantity of the renewed
rubber meet the prescribed standards indicated by the
technology assurance manual. (for detailed measurement
indicators see attached technology assurance manual).
2. Party A will provide to Party B production line
technological processes, model names and model numbers of
major equipment and apparatuses, major manufacturers,
and is responsible for equipment installation and production
adjustment trials.
3. Party A will provide training and testing of key
technology staff and quality assurance staff, without
additional payment for such training. However, trainees
shall be responsible for own travel, food
and lodging expenses.
4. In order to protect the economic interest of
Party B subsequent to its agreement to the technological
achievements transfer, Party A will not within the production
territory of Party B transfer or assign related
technological achievements.
TWO, Party B's Responsibilities
1. Party B provides to Party A a transfer fee for
the achievements of the four technologies: US $500,000
(US $100,000 for the technology of the activation and
transmutation of rubber powder, US $250,000 for activators
and modifiers synthetic technology, US $50,000 for rubber
renewal technology, and US $100,000 for renewal agents
synthetic technology). Upon the Contract taking effect
when executed and sealed, payment shall be made to the
account of Party A by three installments, the first payment,
the sum of US $170,000, before April 13, 1997, the second
payment, the sum of US $170,000, before July 13, 1997
and the third payment of US $160,000 before
October 13, 1997.
2. Party B is responsible for constructing plant,
plant facilities and acquisition of specialized equipment,
apparatuses management, technological staff and
production workers.
3. During Party B's construction and trial productions,
engineering technologists sent by Party A to assist Party B
during these processes shall have their travel, food and
lodging expenses covered by Party B.
4. Party B shall only have the right to utilize the
four technologies: the technology of the activation and
transmutation of rubber powder, activators and modifiers
synthetic technology, rubber renewal technology
and renewal agent synthetic technology and may not assign
or transfer
such technology.
THREE
Upon signing, sealing and giving effect to the
Agreement, Parties A and B shall strictly comply with
each and every term of the Agreement. Party which
contravenes the same shall compensate the other forall
economic losses.
FOUR
This Agreement shall be in four copies
(four in Chinese and four in English).
Parties A and B shall retain two copies in
Chinese and two copies in English.
FIVE
The Chinese copy shall prevail as the
standard for this Agreement.
Party A: Guang Zhou Research Institute for
Utilization of Reclaimed Resources.
/s/ LI XING RU
- ------------------------------------------ seal
Authorized Signatory
Party B: Canadian Rebound Rubber Corp.
/s/ D. ELROY FIMRITE
- -------------------------------
Authorized Sigantory
seal
/s/ MICHAEL PINCH
- ------------------------------
Authorized Signatory
March 12, 1997
TRANSFER OF TECHNOLOGICAL ACHIEVEMENT AGREEMENT
CONCERNING
THE TECHNOLOGY OF THE ACTIVATION AND TRANSMUTATION
OF RUBBER
POWDER (INCLUDING ACTIVATORS AND MODIFIERS
SYNTHETICTECHNOLOGY), AND THE TECHNOLOGY OF
RUBBER RENEWAL (INCLUDING
RENEWAL AGENTS SYNTHETIC TECHNOLOGY)
ADDENDUM
Since executing on March 12, 1997 the Technological
Achievement Transfer
Agreement concerning the technology of the activation and
transmutation of rubber powder
(including activators and modifiers synthetic technology),
and the technology of rubber
renewal (including renewal agents synthetic technology), and
during the ensuing implementation
period of more than a year, both parties have determined to
add related terms to the Agreement.
The President, Mr. Elroy Fimrite, of Canadian Rebound Rubber
Corp. (Party B) and Guang Zhou
Research Institute for Utilization of Reclaimed Resources
(Party A), after friendly consultation
conducted in Guangzhou during the period from November 23 to
25, 1998, jointly added and
Addendum to the said Agreement on the Transfer of Technological
Achievements respecting
the Technology for the Activation and Transmutation of Rubber
Powder (including Activators
and Modifiers Synthetic Technology). This Addendum is an
addition to and forms
part of the original Agreement, and shall be implemented in
conjunction thereof.
Content of the Addendum to the Agreement is as follows:
1. In order to protect the economic interest of the Canadian
Rebound
Rubber Corp. (Party B) subsequent to its agreement to the
transfer of
technological achievements, Guang Zhou Research Institute for
Utilization of Reclaimed Resources (Party A) shall not transfer
related
technology with North America. That is, Party B, within North
America,
holds exclusivity on the application of the technology
transferred by
Party A including the technology of the activation and
transmutation of
rubber powder (containing activators and modifiers synthetic
technology)
and rubber renewal technology (containing renewal agent
synthetic
technology).
2. Party B has made transfer payment in full for the right
to utilize,
within North America, the technology transferred by Party A
and is not
required to make any other additional payment to Party A.
This Addendum upon taking effect after signing and sealing
by both
parties,
shall be carried out jointly with the original Agreement. This
Addendum
has four originals (four each in Chinese and English languages).
A and B each has two copies in Chinese and two copies in English.
The Chinese copy shall prevail as the standard for this
Agreement.
Party A: Guang Zhou Research Institute for Utilization
Party B: Canadian Rebound Rubber Corp.of Reclaimed
Resources.
(signed and sealed) (signed and sealed)
November 28, 1998
EMPLOYING COURSE GRAINED (10-28 MESH) WASTE
VULCANIZED RUBBER FOR THE MANUFACTURE OF
HIGH PERFORMANCE DESULPHURIZED AND MODIFIED RUBBER
AGREEMENT ON THE TRANSFER OF TECHNOLOGICAL
ACHIEVEMENT
Party A: Guangzhou Research Institute
for Utilization of Reclaimed
Resources
Party B: Canadian Rebound Rubber Corp.
Chinese Guangzhou Research Institute for Utilization
of Reclaimed Resourced, legally registered in China, is a
research centre for the renewal and utilization of discarded
and waste resources responsible for, on national, provincial
as well as municipal levels, undertakings respect the renewal
and utilization of discarded waste resources. This institute,
having achieved excellent results in the technology concerning
the activation and transmutation of rubber powder and synthetic
technology concerning activators and modifiers, has received
numerous national-level innovation and technology awards and
is recognized nationally and internationally for its leading
achievements.
The Canadian Rebound Rubber Corp. specializes in
environmental protection technology research and development,
"three wastes" multiple-utilization technology, environmental
protection engineering design, construction and other trades.
Parties A and B, having reached the following
understanding pursuant to friendly consultation conducted in
Guangzhou, make terms and conditions listed below to be jointly
observed.
EXECUTIVE SUMMARY
Party A, during the implementation period of the
nation's "Seven Five" policy (1985-1990, i.e. China's 7th
Five-Year plan. Note: the following "Eight Five", "Nine Five"
refer to , respectively, the 8th and the 9th Five-Year Plan
until the year 2000) conducted research in low-temperature
reclamation of waste vulcanized rubber (80-100 degrees C)
and headed into production, having also during the "Nine Five"
period accepted the undertaking to experimentally manufacture
high performance desulphurized and modified rubber employing
course grained (10-28 mesh) waste vulcanized rubber (breaking
strength not less than 13 Mpa, rate of elongation ranging
between 300-400%).
<PAGE>1
After nearly two yeas of scientific and technological
task force problem solving, and after having attained
successful results both in the laboratory and during the
projected transitional production trials at 300 tons per year
capacity level, in order to provide, for future large-scaled
production, stable technological parameters, formulated
technological processes and facilities and as well to provide
for more transitional phased product for practical
applications and tests by tire production factories, it is
now necessary to perfect the existing equipment, instruments
and apparatuses etc. at the transitional test factories for
desulphurized and modified rubber, and increase the
transitional production volume to a capacity of 500 ton per
year.
Due to insufficient funding for experiment for the
transitional phased experimental undertakings, Party A has
been unable to fulfill its duty to complete the testings
according to schedule. As a result, Party A intends to, at
1/3 anticipated sale proceed on the future transfer of this
item (appraised by the state to be US $1,200,000) sell to
Party A in advance, so as to be able to secure partial
funding, complete these transitional testings in conjunction
with Party B and attain satisfactory scientific and
technological achievement at an early date.
Having gained an understanding and especially during
the period from the end of January, 1997 to early February,
through numerous communication, consultations and site
inspections, Party B is aware of the advanced technological
processes involved in the manufacture of desulphurized and
modified rubber utilizing coarse grained (10-28 mesh) waste
vulcanized rubber, and is aware of the product - the
superiority of the quality of desulphurized and modified
rubber is unsurpassed by any renewed rubber of any kind made
by any method in the world today. This technology may be
considered at present a major breakthrough in the renewal
technology of waste rubber. Party B is willing to purchase,
in advance, the right to the achievements of this item so as
to assist tin this technology attaining successful testings
at an early date, and for the purpose of applying these results
for its production purposes.
TERMS AND CONDITIONS
ONE, Party A's Responsibilities
1. Party A assisted by Party B , shall strive to attain
achievements of the technology for desulphurized and
modified rubber within 1 to 1 1/2 years.
<PAGE>2
2. Party A shall provide to Party B the entire technology
package of employing course grained (10-28 mesh) waste
vulcanized rubber in the manufacture of desulphurized and
modified rubber (technological processes for desulphurized
and modified rubber, product inspection and assurance
guidelines).
3. Party A shall provide to Party B advanced technical
instructions on the construction of a sesulphurized and
modified rubber factory, technological processes and series
of other advanced technological guidance.
4. Party A is responsible for training of Party B's
desulphurized and modified rubber production technical
staff (Party B's staff are responsible for own
transportation, food and lodging). Parties A and B
welcomed to exchange technical personnel to visit each
other for joint research and development.
TWO, Party B's Responsibilities
1. Party B, in order to ensure that Party A attain the
desulphurized and modified rubber technological achievements
at an early date and in order that it may itself be able to
utilize the technological results of this item, shall make
advance payment for the technology transfer in the sum of US
$400,000, to be paid in full by three installments. First
payment, payable before April 13, 1997, the sum of US
$140,000, the second payment, payable before July 13, 1997,
the sum of US $130,000, and the third payment, payable before
October 13, 1997, the balance of US $130,000.
2. Party B only has the right to utilize the achievements
of the desulphurized and modified rubber technology and has
no right to assign to any unit or individual any right to
such technological achievements.
3. No participating member of the technical staff of
Parties A and B of this research project may disclose any
information or particulars respecting the research of this
technology or with regard to progress therein.
4. During construction of the plant and during production
period of desulphurized and modified rubber, Party B, when
requiring Party A to provide technical assistance, shall
pay for all travel, food and lodging costs of such
assisting members of Party A.
THREE
Should any party, during the implementation period,
determine that any of the above terms and conditions
require corrections or amendment, such corrections or
amendment must be approved by Party A and Party B in
advance.
<PAGE>3
FOUR
Upon this Agreement taking effect after signing
and sealing, both Parties A and B must strictly adhere
to each of the terms and conditions. Party which
contravenes this Agreement shall compensate the other
for all economic losses.
FIVE
This Agreement shall be in four copies (four in
Chinese and four in English). Parties A and B shall
retain two copies in Chinese and two copies in English.
SIX
The Chinese copy shall prevail as the standard
for this Agreement.
Party A: Guangzhou Research Institute for Utilization
of Reclaimed Resources.
/s/LI XING RU
- -------------------- seal
Authorized Signatory
Party B: Canadian Rebound Rubber Corp.
/s/D.ELROY FIMRITE
- -------------------- seal
Authorized Sigantory
/s/MICHAEL PINCH
- --------------------- seal
Authorized Sigantory
March 12, 1997
LETTER OF APPOINTMENT
Party A: Guang Zhou Research Institute
for Utilization of Reclaimed
Resources
Party B: Canadian Rebound Rubber Corp.
Chinese Guang Zhou Research Institute for Utilization
of Reclaimed Resources, legally registered in China, is a
research centre for the renewal and utilization of discarded
and waste resources responsible for, on national, provincial
as well as municipal levels, undertakings respect the renewal
and utilization of discarded and waste resources. This
institute, recognized nationally and internationally, has
had outstanding technological achievements in the renewal of
waste vulcanized rubber, has bred leading high tech talents
in this particular field, and commands authority within the
domestic and international academic circles.
The Canadian Rebound Rubber Corp. specializes in
environmental protection technology research and development,
"three wastes" multiple utilization technology development,
environmental protection engineering design, construction
and scientific and technological information.
Parties A and B, pursuant to friendly consultation
conducted in Guangzhou in March, 1997, reached and
understanding. As early as possible, utilizing their
respective technological advantages both parties shall
promote the applications of Party A's technological
achievements in the area outside China, convert the same
into production power, generate wealth for mankind and
in accordance with the same, make the following terms and
conditions to be jointly observed.
ONE
Party A appoints Party B to promote, in the market
outside China, the applications of its two national
level technological achievements namely, the technology
concerning the activation and transmutation of rubber
powder and rubber renewal technology, and the resulting
economic benefits shall be shared 70% by Party A and 30%
by Party B.
TWO
Should Party A be able to, with the assistance of Party B,
successfully develop technology "employing coarse grained
(10-28 mesh) waste vulcanized rubber for the manufacture
of desulphurized and modified rubber", then the related
technological achievements shall be assigned to Party B
for promotion in the area outside China and all resulting
economic benefits derived shall be shared 60% by Party A
and 40% by Party B.
THREE
If, in spite of the assistance of Party B and despite of
its best efforts, Party A is unable to successfully develop
the technology "employing coarse grained (10-28 mesh)
waste vulcanized rubber in the manufacture of desulphurized
and modified rubber", and there is shortage of funding,
Party B shall provide additional financial assistance in
order to secure success. Division of economic benefits
derived subsequently therefrom shall be separately
determined by further consultation.
FOUR
During the appointment of Party B by Party A, should
Party A reach new findings with regard to the utilizations
of reclaimed rubber, similarly Party B may proceed in the
area outside China to promote applications thereof and the
resulting economic benefits shall be determined by further
consultation.
FIVE
All rights and title to the above technologies are the
property of Party A. Should Party B during its promotion
of Party A's technological achievements in the area outside
China, encounter practical application problems Party A
shall be responsible for providing problem resolutions,
however, travel, food, and lodging expenses of Party A's
technical staff sent abroad shall be the responsibility of
Party B.
SIX
This agreement shall be in four copies (four in Chinese
and four in English language). Both parties shall retain
two copies in Chinese and two in English.
SEVEN
The Chinese copy shall prevail as the standard for this
agreement.
Party A: Guang Zhou Research Institute for
Utilization of Reclaimed Resources
/s/LI XING RU
- -------------------- seal
Authorized Signatory
Party B: Canadian Rebound Rubber Corp.
/s/ D. ELROY FIMRITE
- -------------------- seal
Authorized Signatory
March 12, 1997
SHARE EXCHANGE AGREEMENT
THIS AGREEMENT is dated for reference the 31st day of
December, 1998 but actually entered into the 28th day
of December, 1998.
BETWEEN:
LANDSTAR, INC., a company duly incorporated under the
laws of Nevada, and having an office located at 5505
N. Indian Trail, Tucson, Arizona 85750
(hereinafter called the "Purchaser")
OF THE FIRST PART
AND:
REBOUND RUBBER CORP., a corporation duly incorporated pursuant
to the laws of the Province of Alberta and having an office
located at 600 - 3795 Carey Rd., Victoria, British Columbia;
(hereinafter called the "Company")
OF THE SECOND PART
AND:
ALL OF THE SHAREHOLDERS OF REBOUND RUBBER CORP., as listed
in Schedule "A" hereto,
(hereinafter called the "Vendors")
OF THE THIRD PART
WHEREAS:
A. The Vendors are the beneficial and recorded
owners of all the shares issued and outstanding in the capital
of the Company (collectively referred to as the "Shares");
B. The Company is involved with the development
of a proprietary technology for the reactivation of rubber
(the "Technology") and has obtained certain exclusive rights
to the use and development of the Technology.
C. The Purchaser is desirous of furthering the
development efforts of the Company to implement the commercial
application of the technology and in providing the necessary
funding to complete such project;
D. Based upon the representations and warranties
set forth herein, the Purchaser has agreed to purchase from the
Vendors, on the terms and conditions set forth herein, the Shares
in consideration of the allotment and issuance of fully paid and
non-assessable common shares without par value in the capital
of the Purchaser (the "Payment Shares") as herein provided for;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration
of these premises and of the respective warranties,
representations, covenants and agreements contained herein,
the parties hereto covenant and agree as follows:
ARTICLE 1
INTERPRETATION AND DEFINITIONS
1.1 Definitions
For all purposes of this Agreement:
(a) "Closing Date" means the date of the Closing referred
to in Article 6.1 hereof;
(b) "Commission" means the Securities and Exchange Commission
of the United States or the ASEC@;
(c) "Company" means REBOUND RUBBER CORP.;
(d) "Exchange" means the NASDAQ Over-the-Counter Bulletin
Board quote system;
(e) "Purchase Price" means, in the aggregate, the issuance
of the Payment Shares;
(f) "Payment Shares" means, in the aggregate, 14,724,100
common shares without par value in the capital of the Purchaser,
or such lesser number of shares as the Regulatory Authorities
may approve and as are agreed to by the parties hereto, to be
allotted and issued to the Vendors in exchange for the Purchased
Shares at a deemed price of Twenty Five cents ($0.25) per share
in accordance with Schedule "A" hereto;
(g) "Purchased Shares" means in relation to the Vendors, One
Hundred percent (100%) of the Shares registered to and/or
beneficially owned by the Vendors (see Schedule "A");
(h) "Purchaser" means Landstar, Inc.
(i) "Regulatory Authorities" means the Exchange, Commission,
and the Superintendent of Brokers;
(j) "Securities Act" means the Securities Act of 1933 and the
rules promulgated under the Securities Act of 1933 and the
Securities Exchange Act of 1934 and the Rules promulgated under
the Securities Exchange Act of 1934;
(k) "Shares" means all, and not less than all, of the issued
and outstanding shares in the capital of the Company being FOURTEEN
MILLION SEVEN HUNDRED and TWENTY FOUR THOUSAND ONE HUNDRED (14,724,100)
common shares without par value and any shares of the Company which
may result as a consequence of the conversion of any outstanding
convertible debt security instruments or otherwise;
(l) "Vendors" means all of the shareholders of the Company
and "Vendor" means any one of them.
1.2 Interpretation
For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
(a) "this Agreement" means this Agreement and all Schedules
attached hereto;
(b) any reference in this Agreement to a designated "Article",
"Section", "Schedule" or other subdivision refers to the
designated Article, Section, Schedule or other subdivision of this
Agreement;
(c) the words "herein" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to
any particular Article, Section or other subdivision of this
Agreement;
(d) the word "including", when following any general
statement term or matter, is not to be construed to limit
such general statement, term or matter to the specific items
or matters set forth immediately following such work or to
similar items or matters, whether or not non-limited language
(such as "without limitation" or "but not limited to" or words
of similar import) is used with reference thereto but rather
refers to all other items or matters that could reasonably fall
within the broadest possible scope of such general statement,
term or matter;
(e) any reference to a statute includes and, unless
otherwise specified herein, is a reference to such statute and
to the regulations made pursuant thereto, with all amendments
made thereto and in force from time to time, and to any statute
or regulations that may be passed which has the effect of
supplementing or superseding such statute or such regulation;
and
(f) words importing the masculine gender include the
feminine or neuter gender and words in the singular include
the plural, and vice versa.
1.3 Schedules
The following are the Schedules to this Agreement, and are
incorporated herein by reference:
Schedule "A": List of Vendors, Purchased Shares and Payment
Shares
ARTICLE 2
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE COMPANY AND VENDORS
2.1 Representations and Warranties
The Vendors and the Company represent and warrant to the
Purchaser, as continuing representations and warranties
which are true and correct on the date hereof or, if any
such representation and warranty is expressed to be made and
given in respect of a particular date other than the date hereto,
then such representation and warranty shall be true and correct
on such date, and all representations and warranties herein shall
be true and correct on each day thereafter to and including the
Closing Date with the same effect as if made and given on and as
of each such day, that to the best of their knowledge, information
and belief:
(a) the Company is duly incorporated, validly existing and
in good standing under the laws of the Alberta, Canada and in
each other jurisdiction in which it carries on business or holds
assets and has the necessary corporate capacity to carry on the
business which it now carries on in such jurisdiction and to
hold the assets which it now holds;
(b) the authorized capital of the Company consists of
100,000,000 common shares without par value, of which a total
of 14,724,100 Common shares have been validly issued and are
outstanding and are fully paid and non-assessable;
(c) other than as previously disclosed and as set out in the
financial statements and the record book of the Company no person
or company has any right, agreement or option, present or future,
contingent or absolute, or any right capable of becoming a right,
agreement or option to require the Company to issue any shares in
its capital or to convert any securities of the Company or of any
other company into shares in its capital;
(d) the Vendors are the beneficial and recorded owners of all
of the issued shares in the authorized capital of the Company
which Shares are free and clear of any actual, pending, or
threatened
liens, charges, claims, options, set-offs, encumbrances, voting
agreements, voting trusts, escrow restrictions or other
limitations
or restrictions of any nature whatsoever except as expressly
disclosed herein; each of the Shares has been validly issued and
is outstanding and fully paid and non-assessable, no person or
company, has any right, agreement or option, present or future,
contingent or absolute, or any right capable of becoming a right,
agreement or option to purchase or otherwise acquire any of such
Shares;
(e) the Directors of the Company are as follows:
Name Office
- ------------- -----------------
D. Elroy Fimrite Director/President
Glenn Rozon Director
Dr. F. Kui Lim Lu Director
(f) the corporate records of the Company, as required to
be maintained by the Company under its act of incorporation,
are accurate, complete and up-to-date in all material respects
and all material transactions of the Company have been promptly
and properly recorded in its books or filed with its records;
(g) the Company does not have any liability, due or accruing,
contingent or absolute, and is not directly or indirectly subject
to any guarantee, indemnity or other contingent or indirect
obligation with respect to the obligation of any other person or
company, other than as previously disclosed to the Purchaser;
(h) the Company has good and marketable title to all of its
assets and such assets are free and clear of any encumbrances,
financial or otherwise; other than as previously disclosed to
the Purchaser;
(i) the Company holds all permits, licenses, consents and
authorities issued by any government or governmental authority
which are necessary in connection with the operation of its
business and the ownership of its properties and assets;
(j) the Company has filed all necessary tax returns in all
jurisdictions required to be filed by the Company, all returns
affecting workers' compensation with the appropriate agency,
corporation capital tax returns, if required, and any other
material reports and information required to be filed by the
Company with any governmental authority; the Company has paid
all income, sales and capital taxes payable by it; the Company
has withheld and remitted to tax collection authorities such
taxes as are required by law to be withheld and remitted; the
Company has paid all installments of corporate taxes due and
payable, and there is not presently outstanding any notice of
re-assessment from any applicable tax collecting authority;
(k) the Company has not declared or paid any dividends of
any kind or declared or made any other distributions of any
kind whatsoever including, without limitation, by way of
redemption, repurchase or reduction of its authorized capital;
(l) there exists no material adverse condition with respect
to the financial condition and position of the Company and no
damage, loss destruction or other change in circumstances
materially affecting the business, property or assets of the
Company or its right or capacity to carry on business since the
date of the letter of intent;
(m) the Company has not engaged in any transaction or made
any disbursement or assumed or incurred any liability or
obligation or made any commitment, including, without limitation,
any forward purchase commitment or similar obligation, to make
any expenditure which would materially affect its operations,
property, assets or financial condition except any commitments
incurred in the course of its normal and ordinary day to day
business;
(n) the Company has not purchased, leased or acquired, or
agreed to purchase, lease or acquire, any additional property
or assets and has not sold, transferred, disposed, mortgaged,
pledged, charged, leased or otherwise encumbered, or agreed to
sell, transfer, dispose of, mortgage, pledge, charge, lease or
otherwise encumber, any of its property or assets other than
those acquired by it, or sold, disposed of or encumbered by it
in the course of its normal and ordinary day to day business;
(o) the Company has not waived or surrendered any right of
substantial value and has not made any gift of money or of any
of its property or assets;
(p) the Company has carried on its business in the normal
course;
(q) the Company does not have outstanding any material
continuing contractual obligations whatsoever relating to or
affecting the conduct of its business or any of its property
or assets or for the purchase, sale or leasing of any property
other than those contracts entered into by it in the course of
its normal and ordinary day to day business;
(r) except as previously disclosed, there are no management
contracts or consulting contracts to which the Company is a party
or by which it is bound other than as provided for herein, no
amount is payable or has been agreed to be paid by the Company
to any persons as remuneration, pension, bonus, share of profits
or other similar benefit and no director, officer or member, or
former director, officer or member, of the Company, nor any
associate or affiliate of any such person, has any claim of any
nature against, or is indebted to, the Company;
(s) the Company is not in default under or in breach of, or
would, after notice or lapse of time or both, be in default under
any contract, agreement, indenture or other instrument to which
it is a party or by which it is bound nor will the consummation
of the transactions contemplated hereby conflict with, constitute
a default under, result in a breach of, entitle any person or
company to a right of termination under, or result in the creation
or imposition of any lien, encumbrance or restriction of any nature
whatsoever upon or against the property or assets of the Company
under its constating documents, any contract, agreement indenture
or other instrument to which it is a party or by which it is bound,
any law, judgment, order, writ, injunction or decree of any court,
administrative agency or other tribunal or any regulation of any
governmental authority, and all such contracts, agreements,
indentures, or other instruments are in good standing and the
Company is entitled to all benefits thereunder;
(t) the Vendors have the full and absolute right, power and
authority to enter into this Agreement on the terms and subject
to the conditions herein set forth, to carry out the transactions
contemplated hereby and to transfer the legal and beneficial
title and ownership of the Shares to the Purchaser;
(u) the Vendors have no information or knowledge of any facts
pertaining to the Company which, if known to the Purchaser, might
reasonably be expected to deter the Purchaser from completing the
transactions contemplated hereby;
(v) there are no actions, suits, proceedings or investigations
pending or, to the knowledge of the Purchaser, threatened against
or affecting the Purchaser, at law or in equity, before or by any
Court, administrative agency or any governmental authority;
(w) that no change will occur in the constating documents or
Articles of the Company from the date hereof to the Closing Date;
and
2.2 Covenants of Vendors
The Vendors covenant and agree with the Purchaser that:
(a) the Vendors will cause the Company to take all actions
required under its constating documents to approve the transfer
of the Shares by the Vendors to the Purchaser as contemplated by
this Agreement;
(b) the Vendors will cause the Company, at all reasonable
times prior to the Closing Date, to provide the Purchaser with
full access to such records of the Company and to furnish the
Purchaser with such information with respect thereto and with
respect to any other matters pertaining to the Company as the
Purchaser may reasonably require; provided that any information
which the Purchaser and its directors and officers has received
pursuant to this subparagraph is confidential and will not be
released to any other party or parties nor will it be used by
the Purchaser or its directors or officers for their own benefit
without the permission of the Vendors. Without limiting the
generality of the foregoing, the Vendors agree to provide
certified true copies of all material contracts which remain
in effect as of the date of this Agreement or which are to take
effect after the date of this Agreement;
(c) the Vendor and the Company will, both before and after
the Closing Date, execute and do all such further deeds, acts,
things and assurances as may be required in the reasonable opinion
of the Purchaser's counsel for more perfectly consummating the
transactions contemplated herein and will use their best efforts
to ensure a smooth transition of control and management of the
Company to the Purchaser;
2.3 Covenants of the Company
The Company covenants and agrees with the Purchaser that it will
not, prior to the Closing Date, except with the prior written
consent of the Purchaser:
(a) make any employment contracts or other arrangements with
any officers, agents, servants or employees of the Company;
(b) make or assume any commitment, obligation or liability
which is outside of the usual and ordinary course of the business
of the Company and for the purpose of carrying on the same, but
the Company will operate its properties and carry on its business
as heretofore and will maintain all of its properties, rights and
assets in good order and repair;
(c) declare or pay any dividends or make any other distributions
or appropriations of profits or capital;
(d) create or assume any indebtedness other than in the ordinary
course of business or guarantee the obligations of any third party;
or
(e) sell or otherwise in any way alienate or dispose of or
encumber any of its assets.
2.4 Accuracy
The Company and the Vendors, jointly and severally, warrant and
represent that to the best of their knowledge, information and
belief, all of the representations, warranties and covenants made
by the Company and the Vendors in Article 2.1 are true and correct
as such apply to the Company.
ARTICLE 3
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER
3.1 Purchaser's Representations and Warranties
The Purchaser represents and warrants to the Vendors, and each
of them as continuing representations and warranties which are
true and correct on the date hereof or, if any such representation
and warranty is expressed to be made and given in respect of a
particular date other than the date hereof, then such
representation and warranty shall be true and correct on such date,
and all representations and warranties herein shall be true and
correct on each day thereafter to and including the Closing Date
with the same effect as if made and given on and as of each such
day, that:
(a) the Purchaser is a company duly incorporated, validly
existing and in good standing under the laws of the State of
Nevada and has the necessary corporate capacity and is fully
qualified in the State of Nevada and each other jurisdiction in
which it carries on business or holds assets to carry on the
business which it now carries on and to hold the assets which
it now holds;
(b) as of the date of the Closing of this Agreement, the
authorized capital of the Purchaser will consist of 100,000,000
common shares without par value, of which 2,600,000 shares will
have been validly issued and will be outstanding as fully paid
and non-assessable subject always to Article 3.1(c) hereof;
(c) other than as previously disclosed no person or company
has or will have any right, agreement or option, present or
future, contingent or absolute, or any right capable of becoming
a right, agreement or option:
i) to require the Purchaser to issue any share in its capital
or to convert any securities of the Purchaser of any other company
into shares in its capital;
ii) for the issue or allotment of any of its authorized but
unissued Purchaser's Common Shares; or
iii) to require the Purchaser to purchase, redeem or otherwise
acquire any of its issued and outstanding Purchaser's common shares;
other than as provided hereafter:
a) 14,724,100 shares to be issued pursuant to this Agreement;
b) 950,000 shares to be issued pursuant to finder=s fees to be
paid in connection with the transaction contemplated hereby; and
c) 6,000,000 shares to be allocated for issuance to holders of
convertible securities in the capital of the Company.
(d) the directors and officers of the Purchaser as of the date
hereof are as follows:
Name Position
- -------------- -------------------
Robyn Durling President/Director
Michael Rogge Director
(e) the Purchaser holds all permits, licenses, consents and
authorities issued by any government or governmental authority
which are necessary in connection with the operation of its business
and of the ownership of its business and of the ownership of its
properties and assets;
(f) the Purchaser has filed all necessary federal and State
tax returns and any other reports and information required to be
filed by the Purchaser with any governmental authority; the
Purchaser has paid all federal, State and foreign income, sales
and capital taxes payable by it; the Purchaser has withheld and
remitted the appropriate taxes to the Internal Revenue Service;
the Purchaser has paid all installments of corporate taxes due
and payable, and there is not presently outstanding any notice
of re-assessment from the Internal Revenue Service or any applicable
tax collecting authority;
(g) the Purchaser has not declared or paid any dividends of
any kind nor declared nor made any other distributions or any
kind whatsoever including, without limitation, by way of redemption
or repurchase of the Purchaser's Common Shares or reduction of capital;
(h) there has been no material adverse change in the
financial condition and position of the Purchaser and no damage,
loss destruction or other change in circumstances materially
affecting the business, property or assets of the Purchaser or
its right or capacity to carry on business since the date of the
Financial Statements of the Purchaser;
(i) the Purchaser has not engaged in any transaction or made
any disbursement or assumed or incurred any liability or obligation
or made any commitment, including, without limitation, any forward
purchase commitment or similar obligation, to make any expenditure
which would materially adversely affect its operations, property;
assets or financial condition;
(j) the Purchaser has not purchased, leased or acquired or
agreed to purchase, lease or acquire, any additional property or
assets and has not sold, transferred, disposed, mortgaged, pledged,
charged, leased or otherwise encumbered, or agreed to sell, transfer,
dispose of, mortgage, pledge, charge, lease or otherwise encumber,
any of its property or assets other than those acquired by it or
sold, disposed of or encumbered by it in the course of its normal
and ordinary day to day business;
(k) the Purchaser has not waived or surrendered any right of
substantial value and has not made any gift of money or of any
of its property or assets;
(l) the Purchaser has carried on its business in the
normal course;
(m) the Purchaser does not have outstanding any continuing
contractual obligations whatsoever relating to or affecting the
conduct of its business or any of its property or assets or for
the purchase, sale or leasing of any property other than those
contracts entered into by it in the course of its normal and
ordinary day to day business;
(n) other than previously disclosed by the Purchaser to the
Company and the Vendors, there are no management contracts or
consulting contracts to which the Purchaser is a party or by
which it is bound, no amount is payable or has been agreed to
be paid by the Purchaser to any person as remuneration, pension,
bonus, share of profits or other similar benefit, and no director,
officer or member, or former director, officer or member, of the
Purchaser, nor any associate or affiliate of any such person, has
any claims of any nature against, or is indebted to the Purchaser;
(o) the Purchaser is not in default under or in breach of, or
would, after notice or lapse of time or both, be in default under
or in breach of, and neither this Agreement nor the consummation
of the transactions contemplated hereby will conflict with,
constitute a default under, result in a breach of, entitle any
person or company to a right of termination under, or result in
the creation or imposition of any lien, encumbrance or restriction
of any nature whatsoever upon or against the property or assets of
the Purchaser under its constating documents, any contract, agreement,
indenture or other instrument to which it is a party or by which
it is bound, any law, judgment, order, writ, injunction or decree of
any court, administrative agency or other tribunal or any regulation
of any governmental authority, and all such contracts, agreements,
indentures, or other instruments are in good standing and the
Purchaser is entitled to all benefits thereunder;
(p) there are no actions, suits proceedings or investigations
pending to the knowledge of the Purchaser, threatened against or
affecting the Purchaser, at law or in equity, before or by any court,
administrative agency or other tribunal or any governmental authority,
other than as previously disclosed to the Vendor;
(q) the Purchaser has good and marketable title or leasehold
title to all of its properties and assets shown or reflected in the
Financial Statements of the Purchaser and such properties and assets
are free and clear of any liens, charges or encumbrances;
(r) the Financial Statements of the Purchaser are true and
correct in every material respect, were prepared in accordance
with generally accepted accounting principles and fairly reflect
the business, property, assets and financial position of the
Purchaser as at the date of the Financial Statements of the
Purchaser and the results of its operations for the period then
ended and there are no liabilities of the Purchaser, contingent
or otherwise, not reflected in the Financial Statements of the
Purchaser;
(s) the Purchaser does not beneficially own, directly or
indirectly, shares of any other corporate entity or any interest
in a partnership, joint venture or other business entity;
(t) there are no contractual obligations of the Purchaser
considered onerous by the Purchaser which have not been disclosed
to the Vendors and the Purchaser has no information or knowledge
of facts pertaining to the Purchaser which, if known to the Company,
might reasonably be expected to deter the Company from completing
the transactions contemplated hereby;
(u) that no change will occur in the constating documents or
Articles of the Purchaser from the date hereof to the Closing Date;
and
(v) the Purchaser is not a "reporting issuer" within the
meaning of the Securities Act (1933) and the Purchaser is up-to-date
and in good standing with respect to all filings required to be made
with the Regulatory Authorities.
3.2 Covenants of the Purchaser
The Purchaser covenants and agrees with the Vendors that:
(a) the Purchaser will forthwith use its best efforts to
obtain the necessary approvals of the Regulatory Authorities of
the terms of this Agreement;
(b) the Purchaser will, both before and after the Closing Date,
execute and do all such further deeds, things and assurances as may
be required in the reasonable opinion of the Vendor's counsel for
more perfectly consummating the transactions contemplated herein;
and
(c) if required by the Regulatory Authorities or considered
necessary or appropriate by the Purchaser's Counsel, the Purchaser
will forthwith take steps to convene either an annual general
meeting or an extraordinary general meeting of its shareholders
at the earliest opportunity and shall use its best efforts to obtain
the approval by the shareholders of the terms of this Agreement.
(d) the Purchaser will work with the Vendors as a management
group to further the business objectives of the Company and to
further the development of the Technology.
3.3 Negative Covenants
The Purchaser further covenants and agrees with the Vendors and
the Company that it will not, prior to the Closing Date, except
with the prior written consent of the Company;
(a) make or assume any commitment, obligation or liability
which is outside of the usual and ordinary course of the business
of the Purchaser and for the purpose of carrying on the same, but
the Purchaser will operate its properties and carry on its business
as heretofore and will maintain all of its properties, rights and
assets in good order and repair;
(b) declare or pay any dividends on its common shares or make
any other distributions or appropriations of profits or capital;
(c) create or assume any indebtedness or guarantee the
obligations of any third party; or
(d) sell or otherwise in any way alienate or dispose of any
of its assets other than in the ordinary course of business.
ARTICLE 4
PURCHASE AND SALE
4.1 Purchase and Sale
Based upon the representations, warranties and covenants of the
parties herein contained and subject to the conditions herein
contained, the Purchaser hereby purchases and the Vendors hereby
sell the Purchased Shares and all right, title and interest of
the Vendors in and to the Purchased Shares.
4.2 Consideration
In consideration of the purchase and sale herein contemplated
and in complete satisfaction of the purchase price for the
Purchased Shares the Purchaser shall:
(a) allot and issue to the Vendors FOURTEEN MILLION SEVEN
HUNDRED AND TWENTY FOUR THOUSAND ONE HUNDRED (14,724,100) fully
paid and non-assessable common shares of the Purchaser
(the "Payment Shares") at a deemed value of $0.25 per share, or
$3,681,025 for the 100% interest, to be paid and transferred to
the Vendors in accordance with the terms hereof and the restrictions
as may be imposed by the regulatory authorities and the terms of
the Voluntary Pooling Agreement attached hereto as Schedule B
and forms a part hereof.
(b) allot for issuance that number of shares as will equal
the number of shares to be converted into common shares of the
Company upon the conversion of the outstanding Convertible
Debentures issued by the Company entitling the holders thereof
to convert the debt obligation secured thereby into common
shares of the Company.
(c) the Purchaser further agrees to pay all of the costs
associated with this purchase and sale and specifically to pay
the legal costs to be incurred by either the Company or Vendors
or on their behalf.
4.3 Hold Conditions
The Vendors acknowledge and agree that some or all of the Payment
Shares to be received by them may be subject to minimum holding
periods, such shares to be "Free Trading" only upon the expiry of
such minimum holding periods as may be imposed by the Regulatory
Authorities or such other holding periods as are stipulated by
the terms of such collateral agreements as are or may be entered
into by the parties hereto.
ARTICLE 5
CONDITIONS
5.1 Purchaser's Conditions
The obligations of the Purchaser to complete the transactions
contemplated hereby are subject to the following conditions
(which are for the exclusive benefit of the Purchaser) having
been satisfied or expressly waived in writing by the Purchaser:
(a) prior to the Closing Date the Purchaser shall not have
become aware of any breach of any of the warranties and
representations of the Company or the Vendors set forth in
Article 2 hereof;
(b) all of the covenants and agreements of the Company and
the Vendors to be observed or performed on or before the Closing
Date pursuant to the terms hereof shall have been duly observed
or performed;
(c) such documents in form and content necessary to transfer
ownership of the Purchased Shares from the Vendors to the
Purchaser as Purchaser's counsel considers appropriate shall have
been delivered by the Vendors to the Purchaser; and
5.2 Vendor's Conditions
The obligations of the Vendor to complete the transactions
contemplated hereby are subject to the following conditions
(which are for the exclusive benefit of the Vendor) having
been satisfied or expressly waived in writing by the Vendor:
(a) the authorized capital of the Purchaser consists of
100,000,000 Common shares of which 2,600,000 have been validly
allotted and issued and are outstanding as fully paid and
non-assessable;
(b) that this Agreement and all documents prepared in
connection with this Agreement have been duly executed and
authorized and are valid and binding on the Purchaser in
accordance with their terms;
(c) that the Purchaser's Common Shares to be issued to the
Vendors have been issued to the Vendors in accordance with all
applicable provisions of the State of Nevada Domestic and Foreign
Corporation Laws and the constating documents of the Purchaser and
that such shares are fully paid and non-assessable and as to all
other legal matters pertaining to the Purchaser and the
transactions contemplated hereby as the Vendors' counsel may
reasonably require;
(d) all consents, approvals and authorizations of the
Regulatory Authorities required in connection with the transactions
herein contemplated have been obtained and are in full force;
(e) prior to or on the Closing Date the Vendors shall not
have become aware of any breach of any of the warranties and
representations of the Purchaser set forth in Article 3.1;
(f) all of the covenants and agreements of the Purchaser to
be observed or performed on or before the Closing Date pursuant
to the terms hereof shall have been duly observed or performed.
(g) the Purchaser has delivered to the Vendors on the Closing
Date all of the documents set forth in Clause 6.2(b);
(h) the transactions contemplated by this Agreement shall have
been approved by the Exchange on conditions reasonably acceptable
to the Vendors.
5.3 Mutual Obligations
The obligations of the parties to complete the transactions
contemplated hereby are subject to the following conditions
having been satisfied or expressly waived in writing by all
parties:
(a) the Purchaser shall have obtained on or before the
Closing Date, the approval of the shareholders of the Purchaser,
and of the Exchange of this Agreement and the allotment and
issuance of the Payment Shares to the Vendors pursuant to the
provisions hereof; and
(b) the Purchaser shall have obtained on or before the
Closing Date the approval of the Commission in respect of
allotment and issuance of the Payment Shares to the Vendors
to the extent that such share issuances are not specifically
exempted under the Securities Act;
ARTICLE 6
CLOSING
6.1 Closing Date
The completion of the transactions contemplated hereby
(the "Closing") shall occur on the Closing Date, which
shall take place ten (10) calendar days following the
day upon which all of the approvals and determinations
required to be obtained pursuant to this Agreement have
been obtained by the Purchaser, or such earlier date that
the Purchaser and the Vendors may agree.
6.2 Deliveries on Closing
On the Closing Date:
(a) the Vendors shall deliver to the Purchaser:
i) a copy of the resolution of the Directors of the
Company approving the transfer to the Purchaser by the
Vendors of the Shares;
ii) all books, records and accounts of the Company and
any other information necessary for the Purchaser to operate
and manage the business of the Company and the assets
presently owned by the Company.
(b) the Purchaser shall deliver to the Vendors:
i) a letter from the Purchaser's Registrar and Transfer
Agent confirming the issuance of the Payment Shares to or
on behalf of the Vendors in the proportions set forth in
Schedule "A" hereto;
ii) a copy of a letter from the Exchange approving the
terms of this Agreement;
iii) the approval of the Commission in respect of the
allotment and issuance of the Payment Shares to the extent
that such share issuances are not specifically exempted
under the Securities Act;
ARTICLE 7
PUBLICITY
7.1 Publicity
The Purchaser Agrees that it shall make no public announcements
or disseminate any information to any party with respect to this
transaction except as may be required by the rules and policies
of the Exchange and applicable securities legislation of any
governmental agency having jurisdiction. The Purchaser agrees
to give the Vendors forty-eight (48) hours notice prior to
making any public announcements or disseminating any information
which notice shall include the information which the Purchaser
proposes to release.
ARTICLE 8
MISCELLANEOUS
8.1 Survival
All of the representations, warranties, covenants and agreements
of the Vendors, the Purchaser and the Company shall survive the
Closing Date.
8.2 Indemnity
The Vendors shall indemnify and save the Purchaser harmless
from any loss or damage sustained by the Purchaser arising out
of or in connection with any breach of any
representation, warranty, covenant, agreement or condition of
the Vendors contained herein and the same rights shall apply to
the Vendors against the Purchaser mutatis mutandis.
8.3 Examination
The Vendors or their agents shall have the right during the period
from the date hereof to the Closing Date to verify or cause to be
verified the representations and warranties set out herein and to
examine all books, documents, records, accounts and files of the
Purchaser. The Purchaser or its agent shall have the right during
the period from the date hereof to the Closing Date to verify or
cause to be verified the representations and warranties set out
herein and to examine all books, documents, records, accounts
and files of the Company. Any such examination by either the
Vendors or the Purchaser shall not prejudice any claim for
breach of any such representations and warranties.
8.4 Notice
Any notice, document or communication required or permitted to
be given hereunder shall be in writing at the following addresses,
or such other addresses as the parties may specify in writing:
To the Purchaser: Landstar, Inc.
5505 N. Indian Trail or 605 -700 Robson St.
Tucson, Arizona 85750 Vancouver, BC V6B 5J3
Attention: Mr. Robyn Durling
To the Company and the Vendors:
At the address of the Company set forth on the face page hereof.
and to: each vendor at the address set forth in
Schedule "A" hereto.
Notices shall be effective if delivered personally to either
the Purchaser, the Company or the Vendors or if mailed, shall
be deemed to have been received ten (10) days after deposit in
a post office in Canada or in the United States of America. If
there should be at the time of mailing or between the time of
mailing and actual receipt thereof, a mail strike, slowdown or
other labour dispute which may affect the delivery of such notice
by mail, then such notice shall only be effective if actually
delivered.
8.5 Time
Time shall be of the essence hereof.
8.6 Entire Agreement
This Agreement constitutes the entire agreement between the
parties hereto and supersedes all prior contracts, agreements
and understandings between the parties. There are no
representations warranties, collateral agreements or conditions
affecting this transaction other than as are expressed or
referred to herein in writing.
8.7 Governing Law
This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada and the Province
of British Columbia.
8.8 Enurement
This Agreement shall enure to the benefit of and be binding
upon the respective heirs, successors and assigns of the parties
hereto.
8.9 Schedules
The schedules attached to this Agreement are incorporated by
reference as fully as though contained in the body hereof.
Wherever any term or conditions, expressed or implied, in such
schedules conflicts or is at variance with any term or conditions
of this Agreement, the terms or conditions of this Agreement
shall prevail.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement on the day and year first set forth above.
THE COMMON SEAL OF )
LANDSTAR, INC. )
was hereunto affixed in the )
presence of: )
)
/s/ Robyn Durling )
- ------------------ ) C/S
Authorized Signatory )
THE COMMON SEAL OF )
REBOUND RUBBER CORP. )
was hereunto affixed in the )
presence of: )
)
/s/ Glenn Rozon ) /s/ Michael Pinch
- --------------- ) -----------------
Authorized Signatory ) Witness
)
/s/ D. Elroy Fimrite )
- -------------------- )
Authorized Signatory )
SIGNED ON BEHALF OF THE SHAREHOLDERS AS LISTED IN
SCHEDULE "A" HEREIN ATTACHED:
SIGNED, SEALED AND DELIVERED )
by D. ELROY FIMRITE )
in the presence of: )
)
/s/ Michael Pinch ) /s/ D. Elroy Fimrite
- -------------- ) --------------------
Name ) D. ELROY FIMRITE
)
)
1337 Rudlin Street )
Victoria, British Columbia )
- ------------------------- )
Address )
)
)
Chartered Accountant )
- -------------------- )
Occupation )
SIGNED, SEALED AND DELIVERED )
by DR. F. KUI LIM LU )
in the presence of: )
) /s/ Kui Lim Lu
) ------------------
Name ) DR. F. KUI LIM LU
)
Address )
)
)
)
Occupation )
SIGNED, SEALED AND DELIVERED )
by GLENN ROZON )
in the presence of: )
)
/s/ Michael C. Pinch )
- --------------------- )
Name ) /s/ Glenn Rozon
) ----------------
1337 Rudlin Street ) GLENN ROZON
Victoria, British Columbia )
- --------------------------- )
Address )
)
)
Chartered Accountant )
- -------------------- )
Occupation )
SCHEDULE "A"
SHAREHOLDERS OF REBOUND RUBBER CORP.
Name of Shareholder No. of Shares Signature of Shareholder
/s/ D.Elroy Fimrite
Kentucky Financial Inc. 5,000,100 -----------------------
Authorized Signatory
/s/Kui Lim Lu
Kui Lim Lu 2,087,000 -----------------------
/s/D. Elroy Fimrite
Elroy Fimrite 2,000,000 -----------------------
/s/Susan Lu
Susan Lu 1,000,000 -----------------------
/s/Michael Pinch
Michael Pinch 606,000 -----------------------
/s/Ken A. Mowers
Ken A. Mowers 600,000 -----------------------
/s/ D.ELROY FIMRITE
Kentucky Financial Inc. 600,000 -----------------------
/s/Thomas Mark
Thomas Mark 310,000 -----------------------
/s/Kennie Chee
Kennie Chee 300,000 -----------------------
/s/D. Elroy Fimrite
Great Wall Trading Ltd. 300,000 -----------------------
/s/JAn Fikkert
S.J.H. Corporate Services 240,000 -----------------------
Authorized Signatory
/s/Harold Epp
Harold Epp 200,000 -----------------------
/s/Glenn Rozon
Glenn Rozon 164,000 -----------------------
/s/Carolyn Jefkins
Carolyn Jefkins 120,000 -----------------------
/s/ James Ong
James Ong 100,000 -----------------------
/s/David Wasmuth
David Wasmuth, RRSP 100,000 -----------------------
/s/Glenn Rozon
Midland Walwyn Capital Inc. 65,000 -----------------------
ITF Glenn Rozon RRSP Authorized Signatory
/s/Lynda Rozon
Midland Walwyn Capital Inc.65,000 -----------------------
ITF Lynda Rozon RRSP Authorized Signatory
/s/ Glenn Rozon
A. T. L. Holdings Ltd. 50,000 -----------------------
Authorized Signatory
Name of Shareholder No. of Shares Signature of Shareholder
/s/Paquita Dybuncio
Paquita DyBuncio 50,000 -----------------------
/s/Enrique Dybuncio
Enrique DyBuncio 50,000 -----------------------
/s/John Lum
J. Lum 50,000 -----------------------
/s/Marilyn Chan
Marilyn Chan 40,000 -----------------------
/s/Andrew O.Choy
Andrew O. Choy 32,000 -----------------------
/s/Dr. Fung
Dr. Fung 30,000 -----------------------
/s/Zhou Bing
Zhou Bing 30,000 -----------------------
/s/Peter Kwong
Peter Kwong 30,000 -----------------------
/s/Charle Leung
Charle Leung 30,000 -----------------------
/s/George Yap
George Yap 30,000 -----------------------
/s/Pamela Chung
Pamela Chung 20,000 -----------------------
/s/Kevin Kwong
Kevin Kwong 20,000 -----------------------
/s/Albert T.L.Choy
Albert T.L. Choy 20,000 -----------------------
/s/ David Mark
David Mark 20,000 -----------------------
/s/Maria Theresa Yap
Maria Theresa Yap 20,000 -----------------------
/s/ Miranda Yap
Miranda Yap 20,000 -----------------------
/s/ Thomas Choy
Thomas Choy 18,000 -----------------------
/s/Myron O'Byrne
Myron O'Byrne 14,000 -----------------------
/s/ Rebecca Chan
Rebecca Y. Chan 10,000 -----------------------
/s/Dick Chow
Dick Chow 10,000 -----------------------
/s/Olivia L. Choy
Olivia L. Choy 10,000 -----------------------
/s/ Siu Lan Kwong
Siu Lan Kwong 10,000 -----------------------
/s/ Enrie Yap
Enrie Yap 10,000 -----------------------
Name of Shareholder No. of Shares Signature of Shareholder
/s/ Xue Ying Li
Xue Ying Li 7,000 -----------------------
/s/Chi Wai Chow
Chi Wai Chow 6,000 -----------------------
/s/ Joyce Mark
Joyce Mark 6,000 -----------------------
VOLUNTARY POOLING AGREEMENT
THIS AGREEMENT dated for reference the 31st day
of December, 1998 but actually entered into the 28th day
of December.
BETWEEN:
The Undersigned Shareholders of REBOUND RUBBER CORP.,
being all those Shareholders who have signed Schedule "A"
attached hereto
(hereinafter called the "Undersigned")
OF THE FIRST PART
AND:
REBOUND RUBBER CORP., a corporation duly incorporated
pursuant to the laws of the Province of Alberta and
having an office located at 600-3795 Carey Road,
Victoria, British Columbia
(hereinafter called the "Company")
OF THE SECOND PART
AND:
MANHATTAN TRANSFER & REGISTRAR, of 58 Dorcester Road,
Lake Ronkonkoma, New York 11779
OF THE THIRD PART
WHEREAS:
The Undersigned presently hold an aggregate of 14,724,001
common shares (the "Shares") of Rebound Rubber Corp.
(the Company), being in respect of each of the Undersigned
the number of Shares set opposite his name in Schedule "A"
hereto;
The Company has entered into an agreement with Landstar, Inc.
pursuant to which Landstar, Inc. has offered to acquire all
of the issued and outstanding shares of the Company in
accordance with the terms and conditions of an agreement
between Landstar, Inc., the Company and the shareholders
of the Company (the "Share Exchange Agreement");
The management of Landstar, Inc. and the Company are of
the opinion that the pooling of the Shares contemplated
hereby would facilitate the completion of the acquisition
and would be in the best interests of the Company and the
undersigned shareholders;
In contemplation of the acquisition of the Shares by
Landstar, Inc., the Undersigned have agreed to pool the
Shares upon and subject to the terms and conditions
hereinafter more particularly set out;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of the premises and in consideration of the sum of One
($1.00) Dollar now paid by the parties hereto, each to the
other, (the receipt whereof is hereby acknowledged) and in
further consideration of the mutual covenants and conditions
hereinafter contained, the parties hereto agree as follows:
1. In this Agreement:
Completion Date: shall mean the first day the common shares
of the Company are exchanged for shares of Landstar, Inc.;
Exchange: shall mean the NASDAQ Over-the-Counter Bulletin
Board quote system;
Shares: means the shares of Rebound Rubber Corp. registered
in the names of the Undersigned up to the Completion Date or
the shares of Landstar, Inc. as these may be registered in
the names of the Undersigned following the Completion Date;
SEC: shall mean the Securities and Exchange Commission of the
United States, if the shares of the Issuer are not listed on
the Exchange, or the Exchange if the shares of the Issuer are
listed on the Exchange.
2. The parties acknowledge that the Shares are
not being pooled in the manner set forth herein pursuant to
a requirement of the SEC or Exchange as a condition of
completing the acquisition of share exchange as set out in
the Share Exchange Agreement.
3. The Undersigned hereby severally agree each
with the other and with the Trustee that they will respectively
deliver or cause to be delivered to the Trustee certificates for
the Shares detailed in Schedule "A" hereto, which Shares are to
be held by the Trustee and released, subject to paragraph 4,
proportionately to the Undersigned in accordance with their
holdings of such shares, on the following basis:
10% of the Shares six (6) months following the Completion Date;
15% of the Shares nine (9) months following the Completion Date;
20% of the Shares twelve (12) months following the
Completion Date;
25% of the Shares fifteen (15) months following the
Completion Date;
the balance of the Shares eighteen (18) months following
the Completion Date
4. Each of the Undersigned shall be entitled from
time to time to a letter or receipt from the Trustee stating the
number of Shares represented by certificates held for him by the
Trustee subject to the terms of this Agreement, but such letter
or receipt shall not be assignable.
5. The Undersigned shall not sell, deal in, assign,
transfer in any manner whatsoever or agree to sell, deal in,
assign or transfer in any manner whatsoever any of the Shares
or beneficial ownership of or any interest in them and the
Trustee shall not accept or acknowledge any transfer, assignment,
declaration of trust or any other document evidencing a change in
legal and beneficial ownership of or interest in the such shares,
except as may be required by reason of the death or bankruptcy of
any one or more of the Undersigned, in which case the Trustee
shall hold the certificates for such shares subject to this
Agreement for whatever person or persons, firm or corporation
may thus become legally entitled thereto.
6. In the event any of the Shares are transferred
or any third party becomes vested with an interest in any of the
Shares, the Shares subject to the transferred interest will be
bound by the terms and conditions of this agreement and no
additional assignment, hypothecation or sale will be permitted
except in accordance with the terms hereof.
7. If, during the period in which any of the Shares
are retained in pool pursuant hereto, and dividend other than a
dividend paid in shares of the Issuer, is received by the Trustee
in respect of such shares, such dividend shall be paid or
transferred forthwith to the Undersigned entitled thereto.
Any shares received by way of dividend in respect of such shares
shall be dealt with as if they were shares hereunder.
8. This Agreement shall enure to the benefit of and
be binding upon the parties hereto and each of their heirs,
executors, administrators, successors and permitted assigns.
9. This Agreement may be executed in several parts
in the same form and such part as so executed shall together
constitute one original agreement, and such parts, if more than
one, shall be read together and construed as if all the signing
parties hereto had executed one copy of this Agreement.
10. The parties hereto agree that in consideration
of the Trustee agreeing to act as Trustee as aforesaid, the
Undersigned do hereby covenant and agree from time to time and
at all times hereafter well and truly to save, defend, and keep
harmless and fully indemnify the Trustee, its successors and
assigns, from and against all loss, costs, charges, damages and
expenses which the Trustee, its successors or assigns, may at any
time or times hereafter bear, sustain, suffer or be put to for or
by reason or on account of its acting as Trustee pursuant to this
Agreement.
11. It is further agreed by and between the
parties hereto and, without restricting the foregoing indemnity,
that in case proceedings should hereafter be taken in any Court
respecting the shares hereby pooled, the Trustee shall not be
obliged to defend any such action or submit its rights to the
Court until it shall have been indemnified by other good and
sufficient security in addition to the indemnity hereinbefore
given against costs of such proceedings.
IN WITNESS WHEREOF the Company, the Undersigned
and the Trustee have executed the presents as from the day and
year first above written.
THE COMMON SEAL OF REBOUND )
RUBBER CORP. was hereunto affixed in the)
presence of: )
)
Elroy Fimrite Director ) Michael Pinch
- -------------------- ) --------------
Authorized Signatory ) Witness
)
Glenn Rozon Director )
- -------------------- )
Authorized Signatory )
)
)
THE COMMON SEAL OF MANHATTAN )
TRANSFER & REGISTRAR was hereunto )
affixed in the presence of: )
) C/S
- -------------------- )
Authorized Signatory )
)
PURCHASE AGREEMENT
THIS AGREEMENT made as of the 31st day of
December, 1998.
BETWEEN:
UNITED TRANS-WESTERN, INC., a corporation duly incorporated
pursuant to the laws of the State of Delaware and having an
office located at 600 - 3795 Carey Road, Victoria,
British Columbia
(hereinafter called the "Vendor")
OF THE FIRST PART
AND:
LANDSTAR, INC. ,a company duly incorporated pursuant to the
laws of the State of Nevada and having an office located at
5505 North Indian Trail, Tucson, AZ 85750
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor has purchased or otherwise secured
joint venture rights to a proprietary technology and chemical
formulation and process which allows the reactivation of used
rubber for reintroduction into the manufacturing process, which
technology is more particularly set out in Exhibit A hereto
(the "Technology").
B. The Purchaser wishes to purchase the Technology
from the Vendor on the terms and conditions and for the
consideration herein set out.
NOW THEREFORE WITNESSETH THAT in consideration of the mutual
covenants and representations contained herein, the sufficiency
of which is acknowledged by the parties hereto, the parties agree
as follows:
PURCHASE AND SALE
The Vendor hereby agrees to sell, assign and transfer to the
Purchaser and the Purchaser hereby agrees to Purchase and pay
for the Technology upon the terms and conditions hereinafter
set forth.
PURCHASE PRICE AND PAYMENT
In
consideration of the Purchase and sale of the Technology the
Purchaser shall pay to the Vendor the Purchase Price of USD
$2,225,000 as follows:
USD $25,000 as a non-refundable
down payment, payable upon the execution of this Agreement;
USD $75,000 on or before
February 28, 1998; and
issue to the Vendor
EIGHT MILLION FIVE HUNDRED THOUSAND (8,500,000) fully paid and
non-assessable common shares of the Purchaser at a deemed value
of USD$0.25 per share (or USD $2,125,000) for the complete interest,
to be paid and transferred to the Vendor free of any trading
restrictions which limit the ability of the vendor to transfer or
hypothecate the Shares, subject only to those restrictions which
may be imposed by the Securities and Exchange Commission and subject
to the terms of a voluntary pooling agreement
The share consideration being paid by the Purchaser shall be
paid and transferred to the Vendor upon the Purchaser receiving
from the appropriate regulatory authorities such approval as is
necessary for the Purchaser to complete the terms of this Agreement.
The Vendor
will be entitled to receive from the Purchaser a share certificate
or share certificates representing the number of shares in the
capital of the Purchaser to which the Vendor is entitled, on or
before that day which is ten (10) business days from the date on
which approval for this agreement is received by the Purchaser
from the appropriate regulatory authorities.
REPRESENTATIONS AND WARRANTIES OF THE VENDOR
The Vendor covenants and agrees with the Purchaser and represents
to the Purchaser as follows:
that the Vendor has good and
sufficient authority to enter into this Agreement on the terms,
covenants and conditions herein set forth, and the Vendor agrees
to duly observe, comply with and carry out each and every of such
terms, covenants and conditions;
that no person, firm or
corporation now has any agreement or option or any right capable
of becoming an agreement or option for the purchase from the Vendor
of the Technology; and
The Vendor
acknowledges that the Purchaser is relying upon the warranties
and representations contained herein in entering into this
agreement
and that the Purchaser relied upon such warranties and
representations
at the time the Agreement was entered into by the parties.
Notwithstanding any prior understanding, agreement, intention or
representation made by or between the parties prior to the date of
this agreement, the Vendor hereby expressly acknowledges and
agrees that the representations and warranties contained in this
clause were and are deemed to be made and effective from and
including the date on which the Agreement was entered into by
the parties.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser
hereby warrants and represents to the Vendors that:
the Purchaser is a company duly
incorporated pursuant to the laws of the State of Nevada, the
shares of which are publicly traded on the NASDAQ - OTC Bulletin
Board quotation system;
the Purchaser has the power and
capacity to enter into this Agreement and to complete the
transaction contemplated herein; and
the Purchaser has an authorized
capital of 100,000,000 common shares without par value and that
no other class of share capital has been authorized or is
outstanding.
EXECUTION OF FURTHER AGREEMENTS
The parties
hereto agree to execute such agreements, make such undertakings
and do all things necessary to bring this agreement into force
and effect, including, but not limited to, entering such
agreements as are required by the regulatory authorities having
jurisdiction over the transaction contemplated hereby.
INDEMNIFICATION
The Vendor
covenants and agrees to indemnify and save harmless the Purchaser
of and from any loss, claim, damage, cost or expense whatsoever
arising out of, under or pursuant to any breach of any
representation, warranty or covenant of the Vendor contained
in this agreement.
NOTICE
Any notice to be
given hereunder shall be in writing and may be delivered
personally. Any item to be delivered to the Vendors shall be
addressed to the Vendor at the address of the Vendor first
above written.
Any notice to be delivered to the Purchaser shall be addressed to
the Purchaser at:
Landstar, Inc.
Suite 700 - 605 Robson Street
Vancouver, British Columbia
V6B 5J3
Notice shall be deemed to have been received at the time of
delivery.
GENERAL
This Agreement
constitutes the entire agreement between the parties hereto with
respect to the sale by the Vendor and the purchase by the Purchaser
of the Technology and there are no representations, warranties or
agreements collateral hereto, expressed or implied, other than as
herein expressly set forth.
This Agreement
shall not be assignable by the Purchaser or the Vendor without
the written consent of the other party first having been obtained.
Forbearance or
indulgence of the Vendor or the Purchaser, in any regard
whatsoever shall not constitute estoppel, acquiescence or a waiver
a waiver
by the Vendor or the Purchaser as the case may be of such covenant
or condition and, until complete performance or observance by
the Purchaser, or the Vendor, as the case may be, of such covenant
or condition, the Vendor or the Purchaser shall be entitled to
invoke any remedy available to it under this Agreement or by law,
despite any such forbearance or indulgence. This Agreement shall
not be amended except in writing signed by the parties hereto.
Time shall be of
the essence in this Agreement.
This Agreement
shall enure to the benefit of and be binding upon the Purchaser
and its respective heirs, executors, administrators and permitted
assigns and to the benefit of and be binding upon the Vendor and
its successors and assigns.
This Agreement
shall be governed by and interpreted in accordance with the laws
in effect in British Columbia, and is subject to the exclusive
jurisdiction of the Courts of British Columbia.
IN WITNESS WHEREOF the Purchaser and Vendor have hereunto affixed
their hands and seals the day and year first above written.
THE CORPORATE SEAL OF )
UNITED TRANS-WESTERN, INC. )
was hereunto affixed in the )
presence of: )
/s/ D. Elroy Fimrite ) C/S
- -------------------- )
Authorized Signatory )
)
)
- ------------------- )
Authorized Signatory )
)
THE CORPORATE SEAL OF )
LANDSTAR, INC. was )
hereunto affixed in the )
presence of: )
) C/S
/s/ Robyn Durling )
- -------------------- )
Authorized Signatory )
)
- -------------------- )
Authorized Signatory )
