Exhibit 2(9)
VOTING AND DISPOSITION AGREEMENT
MEMORANDUM OF AGREEMENT made as of the 19th day of May, 1998, AMONG:
WESTGATE INTERNATIONAL, L.P., a Cayman Islands limited partnership
(hereinafter referred to as "Westgate")
- and -
THE LIVERPOOL LIMITED PARTNERSHIP, a Bermudian limited partnership
(hereinafter referred to as "Liverpool")
(Westgate and Liverpool being hereinafter collectively referred to as
the "Venture Group")
- and -
NEIL W. SPEAKMAN, an individual resident in the United Kingdom
(hereinafter referred to as "Speakman")
- and -
ROBERT BAKER, an individual resident in Australia (hereinafter referred
to as "Baker")
- and -
RED REEF LIMITED, a body corporate governed by the laws of the British
Virgin Islands (hereinafter referred to as "Red Reef");
(Speakman, Baker and Red Reef being hereinafter collectively
referred to as the "Management Group")
WHEREAS the parties hereto wish to establish their respective rights and
obligations in relation to exercising the voting rights of their Shares (as
hereinafter defined) of Xenotech Inc., an Alberta corporation (hereinafter
referred to as the "Corporation"), the transfer and disposition of their Shares
and various other matters on the terms and conditions hereinafter set forth;
AND WHEREAS Westgate, Liverpool and the Corporation are parties to an
investment agreement dated May 19, 1998 (the "Investment Agreement"), pursuant
to which Westgate and Liverpool will be acquiring securities of the Corporation
pursuant to a private placement and the conversion of convertible notes
previously acquired;
AND WHEREAS Westgate, Liverpool and Red Reef are parties to a share option
agreement dated May 19, 1998 (the "Share Option Agreement") and a warrant option
agreement dated May 19, 1998 (the "Warrant Option Agreement") pursuant to which
Westgate
and Liverpool granted an option to Red Reef to acquire up to 5,000,000 common
shares and 12,500,000 warrants of the Corporation;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of THE
respective covenants and agreements of the parties contained herein and for
other good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged by each of the parties hereto), it is hereby agreed as
follows:
ARTICLE I
INTERPRETATION
1.1. Definitions
Where used in this Agreement, unless the context or the subject matter is
inconsistent therewith, the following terms shall have the following meanings:
(a) "associate" and "affiliate" shall have the meaning ascribed thereto as
set forth in the Securities Act (Alberta);
(b) "Board of Directors" means the board of directors of the Corporation;
(c) "Business Day" shall mean a day on which banks are open for business in
Alberta but not include a Saturday, Sunday or statutory holiday in
Alberta;
(d) "Corporation" means Xenotech Inc.;
(e) "Management Group" means collectively Speakman, Baker and Red Reef;
(f) "Person" includes an Individual, a firm, a corporation, a syndicate, a
partnership mist, an association, a Joint venture, are incorporated
organization, governmental authority or any other entity;
(g) "Shareholders" means Westgate, Liverpool, Speakman, Baker and Red Reef
and any associates affiliates of such parties who shall acquire an
interest, directly or indirectly, in the Shares; and "Shareholder"
means any one of the Shareholders for the time being,
(h) "Shares" mean common shares, preferred shares, options, rights,
convertible shares or any ocher type of security of the Corporation
owned, controlled or directed ac the date of this Agreement or
subsequently owned, controlled or directed by a Shareholder,
(i) "transfer" of a Share includes any sale, exchange, transfer,
assignment, Option gift, bequest, pledge, encumbrance. creation of a
security interest. hypothecation. mortgage, alienation, disposition or
other transaction, whether voluntary, involuntary or by operation of
law, by which the legal or beneficial ownership Of,
or any security interest or other rights, title or interest in, such
Share passes from one Person to another or to the same Person in a
different capacity, whether or not for value, and any change of control
of the legal. or beneficial owner of the Share or of any Person that
controls, directly or indirectly, in any manner whatsoever, such legal
or beneficial owner of the Share, other than an involuntary change of
control resulting from the transmission of securities from a deceased
or incompetent Shareholder (as applicable) to his estate or legal
personal representative for so long as the securities continue to be
held by the estate or such legal personal representative and continue
to be subject to this Agreement, and "to transfer". "transferred and
similar expressions shall have corresponding' meanings, and
(j) "Venture Group" means collectively Westgate International, L.P, and The
Liverpool Limited Partnership.
1.2. Gender/Numbers
Words importing the singular number only shall include the plural and vice
versa and words importing the use of any gender shall include all genders.
1.3. Headings
The Article and section headings in this Agreement arc included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any ocher purpose.
1.4. Proper Law
This Agreement and all documents ancillary hereto shall be governed by and
interpreted in accordance with the laws of the Province of Alberta and the
federal laws of Canada applicable therein, and each of the parties hereby
attorneys to the jurisdiction of the courts thereof.
1.5. Business Days
If any act is required hereunder to be done, any notice is required
hereunder to be given or any period of rime is to expire hereunder on any day
that is not a Business Day, such act shall be required to be done or notice
shall be required to be given or time shall expire on the next succeeding
Business Day.
1.6. Reclassification of Shares
The provisions of this Agreement shall apply, MUTARIS MUTANDIS, to any
shares or securities of any nature into which the Shares or any of them may be
converted, exchanged, reclassified, redesignated, subdivided or consolidated, to
any shares or securities of any nature chat are received by a Shareholder as a
stock dividend or distribution payable in shares, warrants, rights or options of
any nature of the Corporation or any successor, continuing company or
corporation of the Corporation that may be received by a Shareholder on a
restructuring, reorganization, amalgarnation, arrangement, dissolution,
consolidation or merger, statutory or otherwise, and to any shares, securities,
warrants, rights or options hereafter issued or allotted by the Corporation
to a Shareholder, all of which shares, securities, warrants, rights or options
shall be deemed to be Shares for all purposes of this Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1. Representations and Warranties of the Venture Group
Each of Westgate and Liverpool hereby severally and not jointly represent
and warrant to the Management Group as follows and acknowledge that the
Management Group is relying upon such representations and warranties in
connection with the entering into of this Agreement:
(a) Liverpool and Westgate are limited partnerships which have been duly
created and organized and are validly subsisting and in good standing
under the laws of the jurisdictions in which they were organized and
have the full power and authority to enter into and perform their
obligations under this Agreement. The term "good standing" in this
section means that: (i) Liverpool and Westgate have not been
discontinued or dissolved under the laws of the jurisdictions in which
they were organized; (ii) no steps or proceedings have been taken to
authorize or require such discontinuance or dissolution; and (iii)
Liverpool and Westgate have submitted to each relevant government
authority all notices, or returns of corporate information, and all
other filings required by law to be submitted to each such authority;
(b) the execution, delivery and performance by Liverpool and Westgate of
this Agreement: (i) have been duly authorized by all necessary action;
(ii) do not and will not contravene, violate or conflict with any
provision of the constating documents of Liverpool and Westgate or any
provision of existing law or regulation or order of any government
authority or of any court having jurisdiction over Liverpool and
Westgate; and (iii) do not and will not conflict with, result in breach
of, constitute a default under, require a consent under, or result in
the creation of, any lien, charge or encumbrance upon the property of
the Investors pursuant to any indenture, contract, bank or credit
agreement, mortgage or other agreement or instrument to which either
Liverpool and Westgate is a party; and
(c) this Agreement constitutes a valid and binding obligation of each of
Liverpool and Westgate enforceable against it in accordance with the
Agreement's terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, or similar laws relating to, or
affecting generally the enforcement of, creditors rights and remedies,
or by other equitable principles of general application.
2.2. Representations and Warranties of Speakman
Speakman hereby represents and warrants to the Venture Group as follows and
acknowledges that the Venture Group is relying upon such representations and
warranties in connection with the entering into of this Agreement:
(a) this Agreement has been duly executed and delivered and constitutes a
legal, valid and binding obligation of Speakman, enforceable against
Speakman in accordance with its terms;
(b) neither the execution and delivery of this Agreement by it nor the
performance by it of its respective obligations hereunder will conflict
with or result in the violation of any agreement, obligation, contract
commitment, law or regulation to which Speakman is a parry or by which
it is bound; and
(c) Speakman owns 711,944 Shares beneficially, comprised of 611,944 commons
shares and 100,000 options to purchase common shares, free and clear of
any claims, encumbrances, rights, proxies or obligations whatsoever
except those arising hereunder.
2.3. Representations and Warranties of Baker
Baker hereby represents and warrants to the Venture Group as follows and
acknowledges that the Venture Group is relying upon such representations and
warranties in connection with the entering into of this Agreement:
(a) this Agreement has been duly executed and delivered and constitutes a
legal, valid and binding obligation of Baker, enforceable against Baker
in accordance with its terms;
(b) neither the execution and delivery of this Agreement by it nor the
performance by it of its respective obligations hereunder will conflict
with or result in the violation of any agreement, obligation, contract
commitment, law or regulation to which Baker is a party or by which it
is bound; and
(c) Baker owns 2,416,000 Shares beneficially, comprised of 666,000 common
shares and 1,750.000 options to purchase common shares. free and clear
of any claims, encumbrances, rights, proxies or obligations whatsoever
except those arising, hereunder.
2.4. Representations and Warranties of Red Reef
Red Reef hereby represents and warrants to the Venture Group as follows and
acknowledges that the Venture Group is relying upon such representations and
warranties in connection with the entering into of this Agreement:
(a) Red Reef has been duly created and organized and is validly subsisting
and in good standing under the laws of the jurisdiction in which it was
organized and has the full power and authority to enter into and
perform its obligations under this Agreement. The term "good standing"
in this section means that: (i) Red Reef has not been discontinued or
dissolved under the laws of the jurisdiction in which it was organized;
(ii) no steps or proceedings have been taken to authorize or require
such discontinuance or dissolution; and (iii) Red Reef has submitted to
each relevant
government authority all notices, or returns of corporate
information, and all other filings required by law to be submitted to
each such authority;
(b) the execution, delivery and performance by Red Reef of this Agreement:
(i) has been duly authorized by all necessary action; (ii) does not and
will not contravene, violate or conflict with any provision of the
constating documents of Red Reef or any provision of existing law or
regulation or order of any government authority or of any court having
jurisdiction over Red Reef; and (iii) does not and will not conflict
with, result in breach of, constitute a default under, require a
consent under, or result in the creation of, any lien, charge or
encumbrance upon the property of Red Reef pursuant to any indenture,
contract, bank or credit agreement, mortgage or other agreement or
instrument to which Red Reef is a party;
(c) this Agreement constitutes a valid and binding obligation of Red Reef
enforceable against it in accordance with the Agreement's terms, except
as such enforcement may be limited by applicable bankruptcy,
insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors rights and remedies, or by other equitable
principles of general application; and
(d) Red Reef owns 2,908,206 Shares beneficially, comprised of 2,908,206
common shares and nil options to purchase common shares, free and clear
of any claims, encumbrances, rights, proxies or obligations whatsoever
except those arising hereunder.
ARTICLE 3
THE EXERCISE OF VOTING RIGHTS IN RESPECT OF SHARES OF THE
CORPORATION
3.1. Appointment and Replacement of Directors
Except as they may otherwise unanimously agree in writing, the parties
hereto agree that all voting rights in respect of their Shares shall be
exercised to effect the following:
(a) the Board of Directors of the Corporation will consist of not less than
six and not more than nine directors;
(b) the election and maintenance in office as directors of two nominees of
the Venture Group;
(c) the election and maintenance in office as directors of the balance of
the members of the board as nominees of the Management Group;
(d) upon the end of the term of any director for any reason whatsoever, the
nominator of the vacating director shall be entitled to replace its
nominee and to nominate the director's successor who shall promptly be
elected a director as contemplated herein; and
(e) the Management Group shall ensure through its nominees that the
composition of the board remains in compliance with the Canadian
residency requirements of the Business Corporations Act (Alberta).
ARTICLE 4
TRANSFER OF SHARES AND RIGHT OF FIRST REFUSAL
4.1. Restrictions on Transfer
Except as otherwise provided for herein or as specifically consented to in
writing by all of the parties, the parties hereto shall not, and shall not make
any agreement to, directly or indirectly, transfer any of the Shares they
respectively own, control or direct for any reason or purpose whatsoever. Any
attempt to accomplish or effect any or all of the acts prohibited hereby shall
be null and void.
4.2. Notice of Proposed Sale by a Member of Venture Group
(a) If any party comprising the Venture Group desires to transfer all or
any part of the Shares (a "Disposition") owned, controlled or directed
by such party (the "Offeror") to any Person other than a member of the
Management Group or the other member of the Venture Group, then such
party shall give written notice of such Disposition (the "Notice of
Disposition") to the Management Group (collectively the "Offerees" or
singularly the "Offeree") in accordance with the provisions of this
section.
(b) In the event that the Disposition comprises twenty percent (20%) or
less of the Offeror's holdings of Shares as at the date of the Notice
of Disposition, the Offeror shall issue the Notice of Disposition not
less than ten (10) days prior to the closing date of the Disposition.
(c) In the event that the Disposition comprises more than twenty percent
(20%) of the Offeror's holdings of Shares as at the date of the Notice
of Disposition, the Offeror shall issue the Notice of Disposition not
less than thirty (30) days prior to the closing date of the
Disposition.
(d) A Disposition shall not include any transfer:
(i) to an associate or an affiliate;
(ii) pursuant to, or in conjunction with, any offering of securities
to the public;
(iii) pursuant to, or in conjunction with any take-over bid,
amalgamation, plan of arrangement or other corporate
reorganization whereby all holders of Shares are entitled to
participate; or
(iv) of up to five percent (5%) of the Shares held by the Offeror
within any twelve (12) month period.
(e) The right of any member of the Venture Group to conduct a Disposition
pursuant to this Agreement is subject to the rights of Red Reef under
the Share Option Agreement and the Warrant Option Agreement.
(f) Notwithstanding the foregoing, a Disposition shall not be made without
the prior written consent of a member of the Management Group if such
Disposition shall include a transfer to:
(i) any person or entity known by the Offeror to be engaged in the
business of developing 3D video systems and applications and for
which such business is a substantial portion of such person or
entity's overall business;
(ii) any person or entity with an identifiable, verifiable arid
substantial adverse interest against the Corporation, or
(iii) any one of Sega Enterprises, IMAX Corporation, IWERKS
Entertainment Inc. TCI Inc. News Corp. Atari Corporation, Viacom
Inc., Hindujay Indusind, Matsushita, Sony Corp., Sarnoff
Corporation or Phillips Industries.
4.3. Content of Notice of Disposition
The Notice of Disposition to the Offerees shall set out the number of
Shares to be transferred pursuant to the Disposition (the "Offered Shares'), the
material terms (including the closing date) upon which the Disposition is to
occur and the price at which (the "Purchase Price") such Offered Shares will be
sold pursuant to the Disposition.
4.4. Right to Purchase Offered Shares
Upon the Notice of Disposition being given, the Offerees shall have the
right to purchase all, but not less than all, of the Offered Shares for the
Purchase Price. The Offerees shall be entitled to purchase the Offered Shares
PRO RATA based upon the number of Shares beneficially owned by each of the
Offerees or to purchase in such other proportion as the Offerees may agree in
writing. If the Offerees shall disagree or dispute amongst themselves as to
their respective entitlements or otherwise. the Offereo shall be entitled to
receive instructions, approvals, confirmations, acknowledgments and waivers
exclusively from Speakman.
4.5. Notice of Purchase and Additional Purchases
On or before 4:30 p.m. Eastern time on the tenth (10th) day after the
issuance of the Notice of Disposition, the Offerees (or either one of them)
shall give notice to the Offerors and to the Corporation that they shall
purchase the Offered Shares. If the Offerees do not provide such notice, then
the Offeror shall be entitled to transfer its Shares in accordance with Section
4.7.
4.6. Default in Transferring Shares
If the Offeror makes default in transferring the Offered Shares to the
Offeree(s) in accordance with the terms set out in the Notice of Disposition,
the Secretary of the Corporation is authorized and directed on behalf of the
parties to this Agreement, to receive the purchase price from the Offerees and
to thereupon cause the names Of the Offeree(s) to be entered in the registers of
the Corporation as the holders of the Shares purchasable by them. The said
purchase price shall be held in trust by the Corporation on behalf of the
Offeror and not commingled with the Corporation's assets, and any interest
thereon shall be for the account of the Offeror. The receipt by the Secretary of
the Corporation for the purchase price shall be a good discharge to the Offerees
and the Secretary shall thereafter enter the Offeree(s) name(s) in the registers
of the Corporation in exercise of the aforesaid power. On such registration, the
Offeror will then be entitled to receive, inclusive of interest and without
deduction or setoff, the purchase price received by the Secretary of the
Corporation.
4.7. What Shares can be Sold to Third Party
If the Offerees do not:
(a) give notice in accordance with the provisions of Section 4.5 that they
are willing to purchase all of the Offered Shares;
(b) fulfill all of the terms of sale as set out in the Notice of
Disposition; and
(c) complete the purchase within the amount of time specified in the Notice
of Disposition,
the rights of the Offerees, subject as hereinafter provided, to purchase the
Offered Shares shall forthwith cease and terminate and the Offeror may sell the
Offered Shares to the third party purchaser within ninety (90) days after the
expiry of the ten (10) day period specified in Section 4.5, for a price not less
than the Purchase Price and on other terms no more favorable to such third party
purchaser than those set forth in the Notice of Disposition. If the Offered
Shares are not sold within such ninety (90) day period on such terms, the rights
of the Offerees pursuant to this Article 4 shall again take effect and so on
from time to time.
4.8. Consent to Transfer
Each Shareholder hereby irrevocably consents to any transfer of Shares made
pursuant to and in accordance with the provisions of this Agreement and hereby
agrees to execute any and all such forms of consent, instruments and other
documents as may be required from time to time as evidence of or to give effect
to the foregoing.
4.9. Pledge of Shares to Secured Parry
Any Shareholder may pledge any Shares owned by it to a secured party as
BONA FIDE security for BONA FIDE indebtedness for borrowed money, provided that
contemporaneously with
any such pledge of Shares such secured party executes and delivers an
acknowledgment to the parties to this Agreement whereby it agrees to be bound by
the provisions hereof as if it were an original party hereto.
4.10. Permitted Sales by Members of the Management Group
(a) In any twelve (12) month period, any member of the Management Group
shall be entitled to transfer up to five (5%) percent of the Shares
held by them, without prior approval from the Venture Group.
(b) In the event of a sale pursuant to this Section 4.10, such vendor shall
provide written notice at least ten (10) days in advance of the
proposed sale to each of the members of the Venture Group which notice
shall include the number of Shares to be sold, the price of the Shares
and the date on which such sale is anticipated to occur.
ARTICLE 5
GENERAL
5.1. Compliance
The parties agree that they will nor exercise nor permit to be exercised
any rights associated with their respective Shares contrary to the terms or
intent of this Agreement.
5.2. Securities Legislation Compliance
The parties agree that any transfer of Shares by any party hereto shall be
completed in compliance with all applicable securities legislation.
5.3. Registration Rights Agreement Compliance
Each of Speakman, Baker and Red Reef agree that they will each use their
best efforts to ensure that the Corporation complies with the Registration
Rights Agreement dated May 19, 1998 and made between Westgate, Liverpool and the
Corporation.
5.4. Term and Termination
This Agreement shall come into force and effect as of the date first above
written and shall continue in force until the earlier of:
(a) May 19, 2000;
(b) the date that the Shares of the Corporation are listed or posted for
trading on any market or exchange in the United States of America,
including, but not limited to, any-over-the counter market, NASDAQ or
any recognized stock exchange and the common shares of the Corporation,
and those held by the Venture Group, are registered under U.S.
securities legislation in the matter contemplated in the
Investment Agreement and the Registration Rights Agreement dated May
19, 1998 between the Corporation and the Venture Group;
(c) the date upon which the Corporation is wound up, dissolved or
permanently ceases to carry on business; or
(d) the date upon which this Agreement is terminated by written agreement
among all of the parties hereto or their permitted successors or
assigns.
5.5. Notice
Any demand, notice or other document required or permitted to be given
hereunder shall be in writing and shall be personally delivered, faxed or mailed
to the respective parties by certified mail, return receipt requested, at their
respective addresses set forth below or such other addresses as may be
designated in accordance with the provisions of this Section 5.3 and
communication shall be deemed to have been received when delivered personally
or, if sent by facsimile or mail, then when actually receive by the party to
whom it is addressed.
(a) if to Liverpool:
The Liverpool Limited Partnership
c/o A.S. & K Services Ltd.
P.O. Box HM 1179
Hamilton HM EX Bermuda
Attention: Deborah Hendrickson
Phone: 441-295-2244
Facsimile: 441-295-5328
with a copy to:
Stonington Management Corporation
712 Fifth Avenue
New York, New York
10019
Attention: Richard Mansouri
Phone: 212-974-6000
Facsimile: 212-974-2092
(b) if to Westgate:
Westgate International, L.P.
c/o Midland Bank Trust Corporation (Cayman) Limited
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands, British West Indies
Attention: Greg Taylor
Phone: 345-949-7755
Facsimile: 345-949-7634
with a. copy to:
Stonington Management Corporation
712 Fifth Avenue
New York, New York
10019
Attention: Richard Mansouri
Phone: 212-974-6000
Facsimile: 212-974-2092
(c) if to Neil W. Speakman:
4300 Promenade Way Apt. 117
Marina Delray
California, USA 90292
Facsimile: 310-822-5117
with a copy to:
Ogilvie and Company
1600, 407 - 2nd Street SW
Calgary, Alberta
T2P 2Y3
Attention: Sara-Lane Sirey
Facsimile: 403-262-7896
(d) if to Robert Baker:
Suite 1/41 Walters Drive
Osborne Park
Western Australia 6017
Facsimile: 011-61-09-446-3340
with a copy to:
Ogilvie and Company
1600, 407 - 2nd Street SW
Calgary, Alberta T2P 2Y3
Attention: Sara-Lane Sirey
Facsimile: 403-262-7896
(e) if to Red Reef:
P.O. 3152, Road Town
Tortola, British Virgin Islands
Facsimile: 011-44-1481-710091
with a copy to:
Ogilvie and Company
1600, 407 - 2nd Street SW
Calgary, Alberta
T2P 2Y3
Attention: Sara-Lane Sirey
Facsimile: 403-262-7896
5.6. Entire Agreement
This Agreement sets forth the entire agreement among the parties pertaining
to the subject matter hereof and supersedes all prior agreements, understanding,
negotiations and discussions of the parties, whether oral or written, and there
are no warranties, representations or other agreements between the parties in
connection with the subject matter hereof except as specifically set forth
herein.
5.7. Amendment
No supplement, modification, waiver or termination of this Agreement shall
be binding unless executed in writing by all of the parties hereto or by their
respective successor's or permitted assigns.
5.8. Waiver
No waiver of any of the provisions of this Agreement shall be deemed to be
or shall constitute a waiver of any other provision, nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.
5.9. Time
Time shall be the essence of this Agreement.
5.10. Benefit of the Agreement and Assignment
This Agreement shall enure to the benefit of and be binding upon the
parties hereto, all Persons who subsequently acquire Shares from the
Shareholders and become bound hereby and their respective heirs, executors,
administrators, legal personal representatives, successors and permitted
assigns. This Agreement may only be assigned to associates and affiliates of the
assigning party.
5.11. Counterparts
This Agreement may be executed in any number of counterparts by any one or
more of the parties to be bound hereby. Each executed counterpart shall be
deemed to be an original and such counterparts shall together constitute one and
the same agreement.
5.12. Counterparts
This agreement may be executed in any number of counterparts by any one or
more of the parties to be bound hereby. Each executed counterpart shall be
deemed to be an original and counterparts shall together constitute one and
the same agreement.
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Witness NEIL W. SPEAKMAN
- -------------------------------------- ---------------------------------------
Witness ROBERT BAKER
RED REEF LIMITED
Per:
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WESTGATE INTERNATIONAL. L.P. THE LIVERPOOL LIMITED
PARTNERSHIP
By: Martley International, Inc. By: Liverpool Associates, Ltd.
Attorney-in-fact General Partner
By: By:
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Paul Singer, President Paul Singer, President
This Agreement may be executed in any number of counterparts by any one or
more of the parties to be bound hereby. Each executed counterpart shall be
deemed to be an original and such counterparts shall together constitute one and
the same agreement.
IN WITNESS WHEREFORE the parties hereto have executed this Agreement and
delivered as of the date first above written.
- -------------------------------------- ---------------------------------------
Witness NEIL W. SPEAKMAN
- -------------------------------------- ---------------------------------------
Witness ROBERT BAKER
RED REEF LIMITED
Per:
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