EXHIBIT 10.1
TRANSFER AGENT AND REGISTRAR AGREEMENT
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THIS AGREEMENT made and entered into this 27th day of January, 2000, by and
between:
NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880, Reno, Nevada
89501, hereinafter called "TRANSFER AGENT," and
STANFORD MANAGEMENT LTD., 2652 Dundas Street, West Vancouver, British Columbia,
V5K 1P9, a Delaware corporation, hereinafter called "COMPANY."
NOW THEREFORE, for valuable consideration and the mutual promises herein
contained, the parties hereto agree as follows, to wit:
1. (APPOINTMENT OF TRANSFER AGENT) The COMPANY hereby appoints TRANSFER
AGENT as the Transfer Agent and Registrar for the COMPANY'S Common Stock,
commencing on this 27th day of January, 2000.
2. (COMPANY'S DUTY). The COMPANY agrees to deliver to TRANSFER AGENT a
complete up-to-date stockholder list showing the name of the individual
stockholder, current address, the number of shares and the certificate numbers,
it being specifically understood and agreed that the TRANSFER AGENT is not to be
held responsible for any omissions or error, that may leave occurred prior to
this Agreement whether on the part of the COMPANY itself or its previous
transfer agent or agents. The COMPANY hereby agrees to indemnify TRANSFER AGENT
in this regard.
3. (STOCK CERTIFICATES) The COMPANY agrees to provide an adequate number of
stock certificates to handle the COMPANY'S transfers on a current basis. Upon
receipt of TRANSFER AGENT'S request, the COMPANY agrees to furnish additional
stock certificates as TRANSFER AGENT deems necessary considering the volume of
transfers. The stock certificates shall be supplied at COMPANY'S cost. The
TRANSFER AGENT agrees to order stock certificates from its printer upon request
of the COMPANY.
4. (TRANSFER AGENT DUTIES) TRANSFER AGENT agrees to handle the COMPANY'S
transfers, record the same, and maintain a ledger, together with a file
containing all correspondence relating to said transfers, which records shall be
kept confidential and be available to the COMPANY and its Board of Directors, or
to any person specifically authorized by the board of Directors to review the
records which shall be made available by TRANSFER AGENT during the regular
business hours.
5. (TRANSFER AGENT REGISTRATION) TRANSFER AGENT warrants that it is
registered as a Transfer Agent with the United States Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
6. (STOCKHOLDER LIST) From time to time, as necessary for Company
stockholders meetings or mailings, the TRANSFER AGENT will certify and make
available to the current, active stockholders list for COMPANY purposes. It is
agreed that a reasonable charge for supplying such list will be made by TRANSFER
AGENT to the COMPANY. It is further agreed that in the event the TRANSFER AGENT
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received a request or a demand from a stockholder or the attorney of agent for a
stockholder, for a list of stockholders, the TRANSFER AGENT will serve notice of
such request by certified mail to the COMPANY. The COMPANY will have forty-eight
(48) hours to respond in writing to the TRANSFER AGENT. If the COMPANY orders
the TRANSFER AGENT to withhold delivery of a list of stockholders as requested,
the TRANSFER AGENT agrees to follow the orders of the COMPANY. The COMPANY will
then follow the procedure set forth in the Uniform Commercial Code to restrain
the TRANSFER AGENT from making delivery of a stockholders list.
7. (TRANSFER FEE) TRANSFER AGENT agrees to assess and collect from the
person requesting a transfer and/or the transferor, a fee of Fifteen and No/100
dollars ($15.00) for each stock certificate issued, except original issues of
stock or warrant certificates, which fees shall be paid by the COMPANY. This fee
may be decreased or increased at any time by the TRANSFER AGENT. This fee shall
be the property of the TRANSFER AGENT.
8. (ANNUAL FEE) The COMPANY agrees to pay the TRANSFER AGENT an annual fee
of TWELVE HUNDRED DOLLARS ($1,200.00) each year. This fee reimburses the
TRANSFER AGENT for the expense and time required to respond to the written and
oral inquiries from brokers and the investing public, as well as maintaining the
transfer books and records of the corporation. The annual fee will be due on 1ST
OF APRIL of each year and is subject to annual review.
9. (TERMINATION) This Agreement may be terminated by either party given
written notice of such termination to the other party at least ninety (90) days
before the effective date. The TRANSFER AGENT shall return all of the transfer
records to the COMPANY and its duties and obligations as TRANSFER AGENT shall
cease at that time. The TRANSFER AGENT will be paid a Termination Fee of $1.00
per registered stockholder of the Company at the time the written termination
notice is served.
10. (COMPANY STATUS) The COMPANY will promptly advise the TRANSFER AGENT of
any changes or amendments to the Articles of Incorporation, any significant
changes in corporate status, changes in officers, etc., and of all changes in
filing status with the Securities and Exchange commission, or any state entity,
and to hold the TRANSFER AGENT harmless from its failure to do so.
11. (INDEMNIFICATION OF TRANSFER AGENT) The COMPANY agrees to indemnify and
hold harmless the TRANSFER AGENT, from any and all loss, liability of damage,
including reasonable attorneys' fees and expenses, arising out of, or resulting
from the assertion against the TRANSFER AGENT of any claims, debts or
obligations in connection with any of the TRANSFER AGENT'S duties as set forth
in the Agreement, and specifically it is understood that the TRANSFER AGENT
shall have the right to apply to independent counsel at the COMPANY'S expense in
following the COMPANY'S directions and orders.
12. (COUNTERPARTS) This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be an original,
but all such counterparts shall constitute one and the same instrument.
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13. (NOTICE) Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage prepaid,
addressed as follows:
TO THE COMPANY:
Philip Yee
STANFORD MANAGEMENT LTD.
2652 Dundas Street,
W. Vancouver, B.C. V5K 1P9
Canada
TO THE TRANSFER AGENT:
NEVADA AGENCY AND TRUST COMPANY
50 West Liberty Street, Suite 880
Reno,Nevada 89501
14. (MERGER CLAUSE) this Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or terminated orally,
and no attempted change, termination or waiver of any of the provisions hereof
shall binding unless in writing and signed by the parties hereto.
15. (GOVERNING LAW) This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
THIS AGREEMENT has been executed by the parties hereto as of the day and
year lst above written, by the duly authorized officer or officers of said
parties, and the same will be binding upon the assigns and successors in
interest of the parties hereto.
NEVADA AGENCY AND TRUST COMPANY
TRANSFER AGENT
BY:/S/"AMANDA CARDINALLI"___________
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AMANDA CARDINALLI, VICE PRESIDENT
STANFORD MANAGEMENT LTD.
COMPANY
/S/ "PHILIP YEE"_____________________
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PHILIP YEE/PRESIDENT