AGREEMENT
THIS AGREEMENT made and entered into this 15 day of August, 2002, by and between
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INTERWEST TRANSFER CO., INC., hereinafter referred to as the Agent, and
Microsourceonline, Inc., hereinafter referred to as the "Company".
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WITNESSETH:
1. Agent shall be and is hereby appointed transfer agent, warrant agent
and registrar for the common stock of the company.
2. The secretary of the Company will file with the Agent before Agent
begins to act as transfer agent:
A. A copy of the Articles of Incorporation of the Company.
B. Specimens of all forms of outstanding certificates of shares of the
company in the form approved by the Board of Directors.
C. A list of all outstanding securities together with a statement that
future transfers may be made without restriction on all securities except as
noted by the secretary and except shares subject to a restriction noted on the
face of said shares and in the corporate stock records.
D. A list of all shareholders considered "insiders" or "control" persons
as defined in the Securities Act of 1933, 1934, and other acts of congress and
rules and regulations of the United States securities and Exchange Commission,
or any State Securities Division, when applicable.
E. The names and specimen signatures of all officers who are and have
been authorized to sign certificates for shares on behalf of the company and the
names and addresses of any other transfer agents or registrars of shares of the
company.
F. A copy of the resolution of the Board of Directors of the company
authorizing the execution of the Agreement and approving the terms and
conditions hereof, certified by the secretary of the Company.
G. In the event of any future amendment or change in respect to any of
the foregoing, prompt written notifications of such change, together with copies
of all relevant resolutions, instruments or other documents, specimen
signatures, certificates, opinions or the like, as the agent may deem necessary
or appropriate.
3. The company hereby authorizes Agent to purchase stock certificates as
needed to perform regular transfer duties; such costs being paid immediately
upon notice of such purchase.
4. Transfer of shares shall be made and effected by Agent, and shall be
registered and new certificates issued upon surrender of the old certificates,
in a form deemed by Agent properly endorsed for transfer, with all necessary
endorser's signatures guaranteed in such form and manner as Agent requires by a
guarantor reasonably believed by Agent to be responsible, accompanied by such
assurances as Agent shall deem necessary or appropriate to evidence the
genuiness and effectiveness of such necessary endorsement, and satisfactory
evidence of compliance with all applicable laws relating to collection of taxes,
if any. That all transfer of shares and issuance of certificates shall be at a
fee chargeable by Agent at his discretion, such fee to be paid by such person,
persons, firms or corporations requesting such transfer, in advance.
5. In registering transfers, Agent may rely upon the Uniform Commercial
Code, Section 17 of the Securities Code as set forth by the securities and
Exchange Commission, or any other statute with in the opinion of counsel
protects Agent and company for purposes of inquiry, or in refusing registration
wherein an adverse claim may require such refusal. Issuer agrees to hold the
Agent harmless from any liability resulting from instructions issued to said
Agent by issuer.
6. Agent shall maintain customary records in connection with its agency,
all of which shall be available for examination and inspection by the company at
all reasonable times.
7. The company will pay a one-time set up fee. An annual fee will be
charged to maintain computerized records of the Company in an orderly and
accurate manner (see attached fee schedule), and enable Interwest Transfer Co,,
Inc., to act as transfer agent or registrar, or both.
8. The company may remove Agent at any time by giving forty-five (45)
days written notice in the form of a resolution from the Board of Directors of
the company. Upon receipt of such proper notice, a termination fee (see attached
fee schedule) and any other bills, Agent shall deliver to its successor, or the
company, its records as Agent.
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9. Agent shall not be liable for any error of judgement or for any act
done or step taken or omitted by it in good faith, except its own willful
misconduct. Company does hereby agree to indemnify and hold harmless Agent, and
each and all of its officers, directors, employees, and agents from and against
any loss, damage or expense which may arise directly or indirectly from any
actions, suits, threats of suit, or claims of any kind or nature, other than any
such resulting from the willful misconduct of agent.
10. Company agrees to reimburse Agent for any and all expenses resulting
from the serving upon agent of a subpoena by a Federal or State Agency or a
request from one of said agencies, requiring or requesting that agent produce
information or documents to said agency. Said expenses shall include but not be
limited to travel expenses, copying charges, computer time, employee times, etc.
11. Company agrees to pay all amounts due to agent under this contract
within 30 days of billing. Company specifically agrees that Agent shall have a
lien against all company records to secure any amounts owing to agent. In
addition, Company specifically agrees that Agent may, at its option, refuse to
make any transfers of Company's securities until past due accounts have been
paid.
12. This agreement may not be assigned by Agent without express prior
written consent of the company.
AGREED AND ENTERED INTO the day and year first written above.
INTERWEST TRANSFER CO., INC.
BY:
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BY: /s/ Sumit Majumdar
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Sumit Majumdar
Microsourceonline, Inc.
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COMPANY
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