EXHIBIT 10.1
Partnership Agreement
THIS PARTNERSHIP AGREEMENT is made as of September 1, 1995
BETWEEN:
GEORGE LISZICASZ
3390 St. George Street
Vancouver, B.C.
V5V 5A6
("Liszicasz")
OF THE FIRST PART
AND:
R. DIRK STINSON of
1956 Bow Drive
Coquitlam B.C.
V3E 1T2
("Stinson")
OF THE SECOND PART
In this Agreement Liszicasz and Stinson are together referred to as the
"Partners".
NOW THIS AGREEMENT WITNESSES that in consideration of the premises the parties
covenant and agree as follows:
1. The Partners hereby form a Partnership, effective on September 1, 1995, for
the purposes set out in paragraph 4.
2. Each of the Partners has an equal interest in the Partnership, and an equal
vote on all matters in connection with the Partnership.
3. The respective contributions of the Partners to the Partnership are as
follows:
. Liszicasz has agreed to contribute a device owned by him and known as
a stress field detector, which Liszicasz has enhanced and refined
during the three years preceding the formation of this Partnership,
together with Liszicasz's know-how in locating hydrocarbons, water and
other mineralization deposits using this enhanced stress field
detector. In addition the device, with Liszicasz's know-how, has the
ability to forecast earthquakes and volcanic eruptions; (the device,
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enhancements, and Liszicasz's know-how are together referred to
hereafter as the "SFD Technology"). Until such time as the corporate
structures described in the following paragraph have been established,
Liszicasz will retain legal title to the SFD Technology, but he hereby
acknowledges that any agreements with respect to the SFD Technology
will be made on behalf of the Partnership, and Liszicasz will be a
trustee for the Partnership of all benefits under such agreements.
. Stinson has agreed to contribute his experience and expertise in
bringing products such as the SFD Technology to market.
4. The purpose of the Partnership is to develop the potential of the SFD
Technology by means of the establishment of the following structures:
. A US corporate entity, the shares of which will in due course be
capable of being publicly traded, to which the hydrocarbon deposit
data produced by the SFD Technology will be made available on an
exclusive and confidential basis. The Partners intend to take such
entity public by listing it on a stock exchange, or over-the-counter
on Nasdaq, or NASD Electronic Bulletin Board, or Pink Sheets, or by
merger or reorganization with another such publicly held company.
. An offshore corporate entity, the purpose of which is to further
develop the SFD Technology, and to produce data for the resource
industry, initially in the field of hydrocarbons, but after further
development, in other resource fields as well. The Partners have
chosen an offshore corporate entity, specifically in the jurisdiction
of the Bahamas, for its central location, its secrecy laws, and its
resistance to frivolous litigation, in order to maximize the
protection of confidentiality. In due course the Partners intend to
transfer the SFD Technology to such corporate entity, together with
any agreements with respect to the SFD Technology which Liszicasz, on
behalf of the Partnership, will have entered into before such
transfer.
5. In consideration for transferring the SFD Technology to the Bahamas
corporate entity referred to in the previous paragraph, and causing that
corporation to make available its hydrocarbon deposit data to the US
corporate entity referred to in the previous paragraph, it is intended that
the Partners will receive shares in the US corporate entity in the
following proportions as between them:
Initially Liszicasz will receive twice as many shares as Stinson. However,
upon the US corporate entity becoming a publicly traded company and
completing an initial financing of a minimum of US $750,000, the Partners
will adjust their proportions as follows:
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Liszicasz 60%
Stinson 40%
6. The Partners will commit their full time to the development and carrying
out of the Partnership's purpose set out in paragraph 4.
7. Either Partner may call a meeting of the Partners by giving written notice
of such a meeting and the general purpose for calling it. Partner meetings
will be held at the offices of the Partnership unless otherwise agreed.
8. This Agreement is not assignable, but will enure to the benefit and be
binding upon the Partners and their respective heirs, executors,
administrators, and personal representatives.
9. This Agreement will be governed by, and construed in accordance with the
law of the Province of British Columbia, Canada. Any dispute must be dealt
with in the Courts of British Columbia and both of the Partners will, for
such purpose, attorn to the jurisdiction of those Courts.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date
appearing on the top of the first page.
Executed by George Liszicasz )
in the presence of: )
)
) /s/ George Liszicasz
- ------------------------------ ) ---------------------------
Witness ) George Liszicasz
Executed by R. Dirk Stinson )
in the presence of: )
)
) /s/ R. Dirk Stinson
- ------------------------------ ) ---------------------------
Witness ) R. Dirk Stinson