EXHIBIT 10(26)
English version rules over Ukrainian version of the contract.
Ukrainian version is omitted.
STOCK SALE-PURCHASE CONTRACT
This Stock Sale-Purchase Contract (hereinafter - "Contract") is entered into in
the city of Kyiv, Ukraine, on this day of July 25, 2002 by and between:
LATERAL VECTOR RESOURCES INC., a legal entity properly registered and acting
under the laws of the province of New Brunswick, Canada, and located at the city
of Fredricton, New Brunswick, Canada (hereinafter - "Buyer"), through Mr.
Vincent McDonnell (Chief Commercial Officer) authorized by a resolution of the
sole director of the company,
And
NORTHERN INDUSTRIAL DEVELOPMENT LTD., a legal entity properly registered and
acting under the laws of the province of Alberta, Canada, located at: Rocky Dale
Rombs, 9515-97 Street, Morinville, Alberta, Canada T8R 1H4 (hereinafter -
"Seller"), through its President Mr. Rocky Rombs, acting on the basis of a
Charter.
Seller and Buyer may also collectively be referred to as the "Parties", and
individually as a "Party".
WHEREAS Seller is willing to sell, and Buyer is willing to purchase the shares
of the Closed Joint Stock Company "IPEC" whose legal address is Ukraine, City of
Kyiv, 32 Panfilivtsiv St., EDRPOU Code 30057276 (hereinafter - "IPEC") a share
issuance of which is registered by the Department of State Securities and Stock
Market Commission in the City of Kyiv and Kyiv Oblast on March 16, 1999
(Certificate of Issuance of Securities No. 214/10/1/99).
The Parties hereby agree as follows:
ARTICLE 1. SUBJECT OF CONTRACT
1.1. The Seller shall sell to Buyer Twenty One (21) common registered IPEC's
shares, with a face value of Five Hundred (500) Hryvnia per share
(hereinafter - "Shares") and receive
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from Buyer payment for these Shares.
1.2. The Buyer shall accept the Shares and remit payment for them.
ARTICLE 2. CONTRACT PRICE AND PROCEDURE OF PAYMENT FOR THE SHARES
2.1. The Seller shall pay Buyer US$50,000 (Fifty Thousand US dollars) for the
Shares which proceeds shall be transferred by Buyer to the Seller in the
following manner:
2.1.1. Twenty Five Thousand (US$25,000) US Dollars shall be placed by Buyer
in escrow with the Seller's legal counsel within three (3) banking
days of the day of execution of this Contract, and may be transferred
by said legal counsel to the Seller only after the Seller provides the
Buyer with all documents necessary to prove that the Seller's
representative named herein is authorized by the Seller to enter into
this Contract, which documents shall be in the format satisfactory to
the Buyer;
2.1.2. Another Twenty Five Thousand (US$25,000) US Dollars shall be placed by
Buyer in escrow with the Seller's legal counsel within five (5) days
of the day when the Seller provides Buyer with all documents described
in Item 2.1.1 herein, and which funds may be transferred by said legal
counsel to the Seller only upon Sellers' full and proper performance
of its obligations regarding transfer of shares as set forth in
Article 3 herein which performance shall be evidenced by a written
notice of the Buyer.
ARTICLE 3. TRANSFER OF SHARES
3.1. Seller shall, within five (5) days from the date when IPEC issues it a
share certificate for the Shares owned by the Seller, undertake all
necessary actions to fully and properly transfer
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the Shares to the Buyer and register transfer of ownership thereon in a
manner acceptable to the Buyer and in accordance with applicable
legislation.
3.2. Buyer shall acquire an ownership interest in the Shares at the time of
execution of this Contract.
ARTICLE 4. CONFIDENTIALITY
4.1. All information regarding the Contract, the Parties and contents hereof
shall be deemed confidential information (hereinafter - "Confidential
Information"). The Parties undertake not to disclose, distribute or
transfer Confidential Information to anyone, with the exception of their
officials, employees, auditors and legal advisors, for whom such
information may be necessary, and unless such disclosure is approved by the
other Party to the Contract or directly required by legislation. In the
event that disclosure of the Confidential Information is required by
applicable legislation, the disclosing Party shall:
4.1.1. immediately after such requirement becomes known, notify the other Party
about this in writing;
4.1.2. provide the other Party with any opportunities to challenge the
requirement on disclosure of Confidential Information and take all
necessary preventative actions before any Confidential Information is
revealed;
4.1.3. disclose the Confidential Information only in the scope required by the
applicable legislative provisions and only to the person or persons set
forth by such provisions; and
4.1.4. make all efforts to ensure non-disclosure of Confidential Information by
the recipient to any third parties.
4.2. The provisions of this Article 4 shall remain in effect for ten (10) years
after termination of the Contract.
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ARTICLE 5. ARBITRATION
5.1. Any disputes and disagreements that arise from performance of this
Contract shall be resolved by the Parties through negotiations and
mutual agreement.
5.2. In the event that it is impossible to resolve a dispute by mutual
agreement, any such dispute, controversy or claim arising out of or
relating to the Contract, or the breach, termination or invalidity
thereof, shall be settled by arbitration in accordance with the UNCITRAL
arbitration Rules as in force on the date hereof.
5.3. The arbitration shall take place in the city of London, England. The
appointing authority shall be the London Court of International
Arbitration (hereinafter -- "LCIA"). The dispute will be decided by three
arbitrators, one of whom shall be appointed by the Seller, the second --
by the Buyer, and the third -- by the LCIA.
5.4. The dispute shall be heard in the English language. All submissions and
awards related to the arbitration hereunder shall be made in the English
language.
5.5. LCIA's jurisdiction is exclusive. The Parties do not have a right to give
any dispute arising from the Contract for review to any body other than
set forth here in this Article 5.
ARTICLE 6. FORCE MAJUER
6.1. If any of the Parties does not perform or improperly performs its
obligations under the Contract due to the effect of the Force Majuer, such
Party shall be exempt from the liability for such non-performance or
improper performance for the duration of the Force Majuer circumstances.
6.2. Force Majuer is an Act of God, military actions and armed conflicts,
officially announced state of emergency, changes of the legislation that
make impossible performance of the Contract by the Parties, acts of
governmental bodies and other events of exceptional and inevitable
character unforeseeable at the time of conclusion of the Contract and
impossible to prevent by
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means available to the Parties. The effect of such circumstances must be
validated by the Chamber of Commerce of the country where the Force Majuer
occurred.
6.3. The Party that is unable to perform an obligation under the Contract must
inform the other party about such occurrence and the termination of the
Force Majuer within 24 hours from the moment of such occurrence or
termination. If such notice is not sent within this term, the Party that
should have sent it will be liable for losses incurred by the other Party
which are the result of failure to send such notice.
6.4. Implementation of the Force Majuer is not a basis for the unilateral early
breach of the Contract. In the event that the Force Majuer circumstances
last for more than thirty (30) days the Parties will meet to reach an
agreement on further actions. However, if the Parties are unable to reach
an agreement within one (1) month from the day of the first meeting, the
dispute regarding the breach of the Contract and related claims of
the Parties will be brought to arbitration pursuant to the provisions of
the Article 5 hereof.
ARTICLE 7. EFFECT AND TERMINATION OF THE CONTRACT
7.1. This Contract shall become effective at the time of its execution by the
Parties remain in effect until full performance by each of the Parties of
its obligations and rights as set forth herein.
7.2. Notwithstanding the foregoing, this Contract may be terminated at any time
upon a written consent of both Parties.
ARTICLE 8. LIABILITY OF THE PARTIES
8.1. In the event of default or improper performance by either of the Parties of
its obligations under the Contract, the Party in default under the Contract
shall reimburse the other Party in full
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any damages incurred by other Party as result of the default or improper
performance, including lost profits.
8.2. Notwithstanding the provisions of the Item 8.1 herein, in the event Seller
delay a performance of, or completely fails to perform, its obligation set
forth in the Item 3.1 hereof, Seller shall pay Buyer a fine of Fifty
Thousand (50,000) US dollars, and Buyer shall have a right, but not an
obligation, for a unilateral early termination of this Contract, as well
as may claim return of any funds previously paid under this Contract and
reimbursement of any damages.
8.3. In the event that provisions of Article 6 hereunder are violated, including
therein the procedure for approval of Confidential Information disclosure,
the Party guilty of such violation shall reimburse the other Party any and
all expenses incurred as a result of the guilty Party's breach, and also
pay the other Party a penalty of Five Thousand (5,000) US dollars.
ARTICLE 9. MISCELLANEOUS
9.1. The Contract shall be governed by the laws of Ukraine.
9.2. Amendments to the Contract are made only in writing in the form of annexes
signed by the Parties.
9.3. If any provision of the Contract shall be deemed invalid in procedures set
forth by applicable legislation, the remainder of the Contract shall
continue in effect and the invalid provision shall be replaced upon the
consent of the Parties with other provisions as close as possible to the
intent and effect of the original provision.
9.4. The Contract contains all agreements of the Parties and any prior
agreements, results of discussions or negotiations, written or oral, shall
have no legal force.
9.5. This Contract has been executed in two (2) copies in both English and
Ukrainian, one to be retained by each of the Parties. Both copies have
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equal legal force.
9.6. In the event that there is a difference between the English and Ukrainian
texts of the Contract, the English text shall be used for the purpose of
interpretation of the Contract.
10. LEGAL ADDRESSES, BANKING REQUISITES AND SIGNATURES OF THE 11. PARTIES
THE BUYER:
LATERAL VECTOR RESOURCES INC.
C/O Cox Hanson O'Reilly Matheson
400 Phoenix Square
371 Queen Street
Fredricton
New Brunswick E3B 4Y4
Copy by fax to: Lateral Vector Resources Inc.
Guernsey Office Fax No+44 1481 729982
Authorized person:
Name: Vincent McDonnell
Title: Chief Commercial Officer
Signature: /s/ Vincent McDonnell
-------------------------------------
Seal
[Corporate Seal of Lateral Vector Resources Inc.]
THE SELLER:
NORTHERN INDUSTRIAL DEVELOPMENT LTD.
Rocky Dale Rombs, 9515-97 Street
Morinville
Alberta
Canada T8R 1H4
Authorized person:
Name: Mr. Rocky Rombs
Title: President
Signature: /s/ Rocky Rombs
-------------------------------------
Seal
[Corporate Seal of Northern Industrial Development LTD.]
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RESOLUTIONS OF THE SOLE DIRECTOR
OF
LATERAL VECTOR RESOURCES INC.
The undersigned, being the sole director of LATERAL VECTOR RESOURCES INC. (the
"Corporation"), with its registered office c/o Cox Hanson O'Reilly Matheson, 400
Phoenix Square, 371 Queen Street, Fredricton, New Brunswick E3B 4Y4, Canada, and
being entitled to vote on the resolutions hereinafter set forth as if the same
had been submitted at a meeting of the director of the Corporation duly called
and held for the purpose of acting on such resolutions, does hereby resolve, in
lieu of a meeting of the director of the Corporation, as follows:
APPROVAL OF SALE AND PURCHASE AGREEMENT AND APPOINTMENT OF SIGNATORY
WHEREAS the Corporation proposes to enter into a Sale and Purchase Agreement
with Northern Industrial Development Inc (a draft of which is attached hereto
and initialed for the purposes of identification)(the "Agreement") which
provides for acquisition of the 15% of the Charter Fund in the Ukrainian Company
IPEC not already owned by the Corporation for a total consideration of $50,000.
AND WHEREAS the Agreement is in the best commercial interests of the
Corporation;
RESOLVED THAT the Agreement be and is hereby approved and that Mr Vincent
McDonnell (the Chief Commercial Officer of the Corporation) be authorised to
negotiate and finalise the terms of the Agreement and all documentation
ancillary thereto as he, in his absolute discretion, think fit and that Mr
Vincent McDonnell be authorised to execute the Agreement and all documentation
ancillary thereto on behalf of the Corporation.
Each and every one of the foregoing resolutions are enacted as of this 23rd day
of July, 2002.
/s/ Dr. David Robson [Corporate Seal]
----------------------------[of Lateral Vector]
Dr. David Robson [Resources Inc.]