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Exhibit
Item 15-4i
MATERIAL CONTRACTS
Selling Agreement
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SELLING AGREEMENT
This Selling Agreement ("Agreement"), is entered into as of September 10th,
1998, by and among Power Source, a Nevada corporation, West Coast Energy, Inc.,
a Nevada corporation (collectively referred to hereafter as "Promoter") and
Power Capital Funding Group, Inc., a California corporation, ("Selling Agent").
Recitals
A. Promoter is a Nevada corporation which desires to establish, fund and
contract for the funding of one or more Colorado limited liability partnerships
(the "Partnership" or "Partnerships") to be managed by Promoter. If successfully
funded, each Partnership will acquire exclusive marketing, distribution and
reseller rights relating to the sale of electricity in certain territories
within the State of California. Additionally, funding of each Partnership will
be intended to provide working capital for each Partnership and to reimburse
offering expenses related to each Partnership.
B. Selling Agent is a California Corporation master independent sales
organization which desires to be retained by Promoter to identify other
independent sales organizations ("ISO"s) to market and sell limited liability
partnership interests in Promoter's Partnerships. Units in each such Partnership
are referred to herein as the "Units".
In consideration of the foregoing and following premises, promises,
representations, warranties, covenants and conditions, and for other good and
valuable consideration, the sufficiency, adequacy and receipt of which is hereby
acknowledged, the parties hereby agree as follows:
Agreement
1. Recitals. The Recitals are a material part of this Agreement.
2. Engagement of Selling Agent. Promoter hereby engages Selling Agent, and
Selling Agent hereby accepts the engagement by Promoter to identify independent
selling organizations ("ISO") to market and sell the Units pursuant to the terms
and conditions of and subject to the restrictions contained in this Agreement.
Selling Agent shall take whatever actions are reasonably necessary to assure
that Selling Agent's ISO's execute ISO contracts with Selling Agent and that
such ISO's comply with the terms of such ISO contracts. Selling Agent shall
handle all package requests from its ISO's and fulfill all such requests as it
deems appropriate. Selling Agent shall coordinate all customer service
activities between and among prospective and investing partners identified by or
through Selling Agent's ISO's.
3. Method of Sales. Selling Agent shall have the exclusive control over the
methods and means of identifying ISO's to sell the Units and may do so in any
way and through any medium that it desires, provided that Selling Agent complies
with the terms of this Agreement and any particular offering memorandum for
whatever Partnership(s) Selling Agent's ISO's are selling from time to time and
subject to the following limitations on the methods which ISO's identified and
contracted with by Selling Agent may sell the Units:
3.1. Advertising and Support. Selling Agent may offer or sell the Units by any
form of general solicitation or general advertising, including, but not limited
to the following:1) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television, radio or through the internet or online service providers; or 2) any
seminar or meeting whose attendees have been invited by any general solicitation
or general advertising. Promoter shall provide Selling Agent with training
support and investor promotional materials, including, without limitation,
brochures and support documents, etc.). Selling Agent is responsible for lead
generation, which may be supplemented by Promoter (television and cable
broadcast infomercials and network marketing programs (Multi-level marketing))
Any and all ISO inquiries to Promoter shall be referred by Promoter directly to
Selling Agent.
3.2. Offers and Sales of Units. Selling Agent represents and warrants that at
the time of selling the Units to a prospective purchaser Selling Agent will
possess a factual basis of evaluating a prospective offeree's financial
circumstances and sophistication to determine whether an investment in the Units
is appropriate for the prospective offeree in light of the merits and risks of
the investment in the Units. To that end, Selling Agent shall review any and all
subscription applications submitted to Selling Agent by any Selling Agent ISO's
to determine that such subscription applications have been properly completed,
executed and, if applicable, initialed and that any investor completing such
applications does, in fact, represents in such applications that such investor
qualifies to invest in the Partnership.
3.3. Representations. Selling Agent shall instruct any prospective investor that
any and all representations with respect to the Units are contained in and
limited to the representations made in the offering memorandum for the
Partnership in which the prospective investor is contemplating investing.
Selling Agent shall instruct Selling Agent's ISO's to make no material
misstatement of fact and not to omit to state a material fact necessary to make
any statements by Selling Agent not misleading in connection with the offering
or sale of the Units.
3.4. Compliance With Applicable Laws. Selling Agent shall instruct Selling
Agent's ISO's to comply with any and all federal, state and local laws
applicable to their business and its activities in connection with this
Agreement.
3.5. Provision of Offering Materials. Any and all information provided to
prospective investors in the Units by Selling Agent shall be limited to the
offering memorandum, subscription agreements and limited liability partnership
agreement for the Partnership at issue and related materials provided to Selling
Agent by Promoter, and Selling Agent shall not provide any prospective investors
with any additional information not authorized in writing or directly provided
by Promoter in connection with the offering and sale of the Units.
3.6. Compliance Activities. Selling Agent acknowledges and agrees that the
performance of certain compliance activities regarding the independent sales
offices (ISO's) selling Partnership Units to investors and, if applicable,
regarding investor participation in the Partnership is a responsibility of
Selling Agent hereunder. Selling agent shall perform the following compliance
activities ("Compliance Activities"), which shall include, without limitation,
the following:
3.6.1. Selling Agent shall receive from the Partnership or, if applicable, its
escrow agent, a copy of each subscription application package (the
"Application") submitted by any person or entity submitting such an application
package for admission as a Partner in the Partnership (such persons are referred
to herein as "Prospective Partners");
3.6.3. Selling Agent shall review each Application to determine whether the
Prospective Partner submitting such application properly completed and executed
such Application;
3.6.3 Selling Agent shall examine each Application to determine whether the
Prospective Partner completing such Application meets the suitability and other
qualifications set forth in such Application and the Partnership Memorandum for
admission to the Partnership as a Partner.
3.6.4 Selling Agent shall contact each Prospective Partner submitting an
Application telephonically and obtain answers to all of the questions contained
in Exhibit "A" to this Agreement (the "Compliance Script") in a recorded
telephone conversation with each such Prospective Partner;
3.6.5 Within ten (10) days of receipt of each Application by Selling Agent,
Selling Agent shall communicate in writing to the Managing Partner of the
Partnership, to the attention of its president, whether each such Prospective
Partner is qualified to become a Partner in the Partnership. This communication
shall be in the form of Exhibit "B" attached hereto and incorporated herein by
this reference;
3.6.6 Selling Agent shall handle all communications, whether oral or written,
with ISO's selling the Partnership Units;
3.6.7 Selling Agent shall attempt to identify and contract with ISO's for sales
of the Partnership Units;
3.6.8 Selling Agent shall ensure that any and all ISO's selling the Partnership
Units execute and comply with the ISO Agreement attached hereto as Exhibit "C"
and incorporated herein by this reference;
3.6.9 Selling Agent shall, from time to time, conduct telephonic "reviews" with
the offices of ISO's selling the Partnership Units to ensure that such ISO's are
complying with the terms of their ISO Agreements with the Partnership and in the
sole discretion of Selling Agent, may, from time to time, make "field audit"
trips to the physical offices of ISO's;
3.6.9 Selling Agent shall work with Promoter in developing and securing
Promoter's approval of sales scripts and ancillary sales materials to be used by
the ISO's in selling the Units;
3.6.10 Selling Agent shall be telephonically available to Promoter to answer
questions during the Offering period; and
3.6.11 Selling Agent shall take such further actions as Selling Agent, Promoter
and the Partnership deem reasonably necessary in connection with and in
furtherance of this Agreement and Selling Agent's duties hereunder.
4. Use of Promoter's Materials. The parties agree that Promoter exclusively will
provide to Selling Agent all marketing, promotional and distribution materials
to be used by Selling Agent in the marketing and sale of the Units. Promoter
will provide no other information or materials to Selling Agent. Notwithstanding
anything to the contrary herein, Selling Agent shall arrange for the preparation
of the offering memorandum and related materials for each Partnership, such as
the Exhibits to the offering memorandum (subscription agreements, tax opinions,
limited liability partnership agreements, etc.), and any promotional video,
glossy pocket folder with promotional attachments and/or Promoter approved sales
script.
5. Leads and Customer Lists. Promoter shall in no way control, the method of
client and lead generation engaged in by Selling Agent or ISO's except as
provided for in 3.1 above. All partners, Prospective Partners, customers, ISO's,
leads, customer lists and related name, address, contact, referral, phone
numbers and related information, whether provided or generated by Selling Agent
or Promoter, shall at all times remain the sole and exclusive confidential
proprietary information and property of Selling Agent, and shall not be used in
any way, directly or indirectly, by Promoter or its affiliates, principals,
attorneys, agents, subsidiaries, parent entities or assigns for any purpose not
authorized in advance, in writing by Selling Agent. Not withstanding the above,
Promoter may use such confidential proprietary information in discharging its
duties as managing partner of the partnerships.
6. Communications With Promoter. Promoter shall keep Selling Agent apprised in
writing of all material information affecting the sale of the Units of any
Partnership by Selling Agent or Selling Agent's ISO's pursuant to the terms of
this Agreement.
7. Receipt of Proceeds. All proceeds from the marketing and sale of Units by
Selling Agent will be remitted directly by the subscribing Partner to the
Partnership or, if applicable, the Partnership escrow agent, and not to Selling
Agent. Selling Agent shall not instruct any potential investor to remit any
funds directly to Selling Agent, and any funds received by Selling Agent from
any potential investor shall be forwarded via overnight courier for next day
delivery to the Partnership or the Partnership escrow agent, and no funds (or
portion thereof) so received by Selling Agent shall under any circumstances be
retained by Selling Agent.
8. Compensation. As full and exclusive compensation for the services provided by
Selling Agent hereunder, Promoter will grant to Selling Agent an exclusive,
freely transferable Five (5) year renewable option beginning on the effective
date of this Agreement and expiring on _______________, to acquire exclusive
rights to market, distribute and offer Power Source electricity owned or
controlled by Promoter in the State of California in any one or all of the
Districts and territories (the "District", "Districts", "Territories" or
"Territory" as the context may require) described in Exhibit "D" attached hereto
and incorporated herein by this reference.
Selling Agent agrees with exclusive minimum goal of one district minimum per
month as follows, no minimum for first 90 days, one district sold each month
thereafter. The option for each such Territory may be exercised by Selling Agent
or its assignees for the flat fee price of $210,000.00 to be paid by Selling
Agent or its assignee to Power Source. In the event of the exercise of one or
more of these options, the entity exercising the option shall become a licensed
local affiliate of West Coast Energy Corporation and Power Source, with the
exclusive right to offer Promoters retail electric service and to market,
distribute and offer Promoters electricity in the Territory for a period of
(_25_) years, with additional rights to extend such initial period for five (5)
successive five (5) year terms.
Additional Compensation in Warrants. Power Source hereby grants Selling Agent
43,000 warrants (the "Warrant Grant"), each warrant granting the option to
Selling Agent, or its assigns, to purchase 1 share of the Common stock of Power
Source at $2.50 per share, provided that this Warrant Grant is subject to whole
or partial reversion to Power Source pursuant to the following condition
subsequent: For each Territory described in Exhibit "D" that is not funded by or
through Selling Agent or Selling Agent's ISO's on or before September 10, 2003
(the "Funding Date"), the number of warrants granted to Selling Agent by Power
Source in the Warrant Grant shall be reduced by 1,000. For example, in the event
that Selling Agent and/or its ISO's funded only twenty (20) of the forty-three
(43) Districts by the Funding Date, then the total number of warrants granted
pursuant to the Warrant Grant would be reduced from 43,000 to 20,000 (43,000
maximum Warrant Grant less (23 unfunded Territories x 1,000 warrants per
unfunded Territory).
9. Term. The term of this Agreement shall begin on the earlier of September
10th, 1998, or the date that the last party to execute this Agreement so
executes and continue until August, 2003, unless sooner terminated pursuant to
the terms of this Agreement. Upon the expiration of the Term, the Agreement
shall only be extended by the written Agreement of both parties. The terms and
conditions of this Agreement relating to non-circumvention, proprietary and
confidential information, any options granted hereunder and any representations
and/or warranties of Promoter shall survive termination of this Agreement.
10. Early Termination. Either party may terminate this Agreement, with or
without cause, by giving the other party (180) days written notice of its
intention to so terminate. Upon early termination pursuant to this section, or
any other section, Promoter will return any and all materials provided to it by
Selling Agent within five (5) days of the effective date of termination.
Promoter shall not retain any copies of any materials provided to Promoter by
Selling Agent relating to the Units. In the event of termination of this
Agreement, Selling Agent will, as of the effective date of such termination,
cease all activities relating to the marketing and sale of Units.
11. Independent Contractor. Neither party shall be deemed to be an employee of
the other party, each party being an independent contractor free to pursue and
control the methods by which it achieves any result in any matter controlled by
this Agreement, subject to the terms and conditions of this Agreement. Selling
Agent shall bear full responsibility for the manner in which it conducts its
marketing and sales activities and its method of supervision over its ISO's,
employees, agents, affiliates and independent contractors.
12. Taxes and Expenses. Selling Agent is responsible for paying any and all
taxes, federal, state, local and otherwise, received by Selling Agent pursuant
to the terms of this Agreement. Selling Agent shall be solely responsible for
any and all expenses incurred in connection with the marketing and sale of the
Units, except for the costs of the promotional and marketing packages which
Promoter shall provide to Selling Agent at Promoter's expense. Promoter agrees
to provide such promotional and marketing packages to Selling Agent at no cost
to Selling Agent or Selling Agent's ISO's.
13. Representations and Warranties. The parties hereto hereby undertake,
represent and warrant the following with respect to themselves, which shall
survive the termination of this Agreement:
13.1. No Conflicting Obligations. No party has entered into any oral or written
agreement which would impair any of the rights granted and obligations incurred
under this Agreement, or limit the effectiveness of this Agreement. The
execution and delivery of this Agreement will not result in a breach of, or
default under, any other agreement, law or regulation to which any of the
respective parties is subject;
13.2. No Threatened, Pending or Conflicting Claims or Actions. The parties are
not aware of any threatened, pending or conflicting claims or actions which may
limit or impair their respective abilities to enter into this Agreement or
adversely affect any of the rights granted or obligations incurred hereunder;
13.3. No Violation or Infringement. The full exercise of the rights granted to
the respective parties and the obligations incurred by the respective parties
hereunder will not violate or infringe upon any rights of any third party;
13.4. Good Faith. The parties will act in good faith in connection with this
Agreement.
13.5 Independent Accountant. The parties shall agree upon an independent
accountant to act as an independent escrow agent for receiving and disbursing
funds for each Partnership during the period of raising capital from investors
for each such Partnership. Each Partnership shall bear the cost of the
independent accountant for each such respective partnership.
13.6. Pro Rata Payout of Funds Raised. As funds are cleared in the escrow
account for each Partnership, the independent accountant/escrow agent for each
such Partnership shall pay out on Friday of each week such funds as have cleared
through the preceding Tuesday of each week. The amount payable to Power Source
shall be equal to $210,000 divided by the gross amount of the raise for the
Partnership being funded multiplied by the amount of funds cleared in escrow for
that week. The remaining funds shall be paid out to Selling Agent, Selling
Agent's ISO's and other persons and/or entities in accordance with written
escrow instructions drafted by or at the direction of Selling Agent, in Selling
Agent's discretion.
14. Promoter's Representations and Warranties.
14.1. No Bar To Contract. Promoter is not subject to any agreement which would
restrict its ability to enter into this Agreement with Selling Agent;
14.2. No Claims or Actions. Promoter is not aware of any claims or actions which
limit or impair the rights granted or obligations incurred by it hereunder;
14.3. Limitation on Actions. Promoter's remedies for any actual or alleged
breach of this Agreement by Selling Agent shall be limited to money damages, and
the total amount of money damages to which Promoter shall be entitled in the
event of breach of this Agreement by Selling Agent shall in no event exceed the
amount of option fees paid to Promoter by Selling Agent pursuant to the terms of
this Agreement. Further, Promoter shall not proceed and is absolutely barred
from seeking any recovery of any type from any person or entity other than
Selling Agent, and neither Promoter, its affiliates, agents, employees,
independent contractors, attorneys or clients may seek recovery from any person
or entity other than Selling Agent.
14.4. Non-Circumvention. Promoter shall not disrupt, damage, impair, or
interfere with the business of Selling Agent by way of interfering with or
raiding Selling Agent's employees, or disrupt Selling Agent's relationships with
its customers, potential customers, agents, vendors, representatives, or
otherwise. Promoter further agrees that Promoter will not, directly or
indirectly, for Promoter or on behalf of, or in conjunction with any other
person, firm, partnership, or corporation, divert or take away or attempt to
divert or take away, call on or solicit or attempt to solicit the business or
patronage of any of Selling Agent's customers, patrons, suppliers, including but
not limited to those with whom Promoter became acquainted as a result of Selling
Agent's relationship with Promoter, such as parties seeking to raise money for
other projects which they may have in the future. The parties agree that Selling
Agent's actual damages in the event of any such circumvention of Selling Agent
by Promoter in breach of this covenant would be extremely difficult to
determine, and therefore the parties agree that a reasonable estimate of such
damages is an amount equal to fifty percent (50%) of the gross offering price of
any and all projects which Promoter undertakes to sell or otherwise participate
in any way with any person or entity introduced to Promoter by Selling Agent who
is any way associated with, whether directly or indirectly, Selling Agent or any
project which Selling Agent is selling or otherwise involved. Promoter has
disclosed all existing relationships, if any, which it has at the time of
execution of this Agreement with any persons or entities who would not be
subject to terms of this paragraph on a separate Exhibit to this Agreement,
which, if applicable, is attached hereto and incorporated herein by this
reference.
14.5. Non-Disclosure.
14.5.1. Confidential Information Defined. For purposes of this Agreement,
Confidential Information shall mean: proprietary ideas, techniques, products,
formulas, discoveries, formats, processes, improvements and enhancements which
relate to the development and acquisition of capital, capital funding and
capital acquisition resources, Selling Agent's business plans, agreements,
research, programs, teaching techniques, trade secrets, research and development
and test results, specifications, data, know-how, formats, strategies,
forecasts, unpublished financial data, information, budgets, projections and
customer and supplier identities and characteristics, customer lists, customer
leads or potential customers or those persons or entities for whom the Parties
performs services for, marketing strategies, trade secrets, copyrightable works
of authorship, trademarks and service marks and like information. Confidential
Information shall be defined broadly and shall also include the following: 1)
any information that has commercial value or other utility in the business of
the Parties or their Customers or that the Parties or their Customers are likely
to engage in, and 2) any information which if disclosed, would be detrimental to
the Parties or their Customers, whether or not such information is identified as
Confidential Information.
14.5.2. Handling Of Confidential Information. Promoter acknowledges that the
Confidential Information is essential to the goodwill of the business of Selling
Agent. Promoter shall hold and maintain the Confidential Information in
strictest confidence and in trust for the sole and exclusive benefit of Selling
Agent. Promoter shall not use for its own benefit, publish or otherwise disclose
to others, or permit the use by others for their benefit or to the detriment of
Selling Agent, any of the Confidential Information. Promoter shall carefully
restrict access to the Confidential Information to those of its officers,
directors, and employees who clearly need such access in order to participate on
behalf of Promoter in discharging the duties of Promoter hereunder. Promoter
will advise each of the persons to whom it provides access to any of the
Confidential Information that such persons are strictly prohibited from making
any use, publishing or otherwise disclosing to others, or permitting others to
use for their benefit or to the detriment of Selling Agent, any of the
Confidential Information. Promoter shall take all necessary action to protect
the confidentiality of the Confidential Information, except for its disclosure
as stated in this paragraph.
14.6. Authority. The person or persons executing this Agreement on behalf of
Promoter are duly authorized by any necessary action of Promoter to execute this
Agreement on Promoter's behalf and such person or persons possess(es) the
authority to so execute.
14.7 Provision of Managing Partner for Partnerships. Promoter shall provide the
services of West Coast Energy Co. as the Initial Managing Partner for each of
the Partnerships.
14.8. Contract Between Promoter Entities. West Coast Energy Co. has contracted
with Power Source to arrange for the provision of the energy, electricity,
expertise and services necessary to permit each Partnership to accomplish the
marketing, distribution and resale of electricity to the retail market place, to
hold, invest, utilize, develop, sell and otherwise manage each Partnership's
assets properly to each Partnership and distributions to each Partnership's
investors. Additionally through contracts between West Coast Energy Co. and
Power Source and between those entities and third parties, Promoter has the
resources and will provide to each Partnership in sufficient quantities to
reasonably satisfy demand in each Partnership Territory wholesale energy,
advertising, promotion, retail sales generation, support and service, monthly
billing systems for retail customers, operating reports, net earnings reports
and mechanisms for distribution of earnings to each Partnership and each such
Partnership's investors on a calendar quarterly basis, with the first such
distribution for each such Partnership to occur on the date that is six months
after the date of commencement of operations for each such Partnership.
14.9. Exclusivity of Agreement. This Agreement grants exclusive rights for the
subject matter of this Agreement to Selling Agent for each and every Territory
described in Exhibit D. Subject to Selling Agents meeting any minimum
performance standards described herein. Not withstanding anything to the
contrary herein, Selling agent shall have non-exclusive rights with respect to
the marketing of power within each Territory.
14.10. Liquidity Option. Promoter shall establish and provide to the investors
in each Partnership a mechanism for exchanging Partnership interests for an
interest in PowerSource within six (6) months of the full funding of each
Partnership.
15. Devotion of Resources to Project. Promoter shall devote the resources, time,
skill and effort necessary or helpful to fulfill its obligations, commitments
and duties set forth in this Agreement. Promoter understands and agrees that
Selling Agent may promote, market and sell investments, opportunities and
ventures other than the Units so long as such activities do not materially
interfere with Selling Agent's obligations, commitments and duties under this
Agreement.
16. Assignment. Selling Agent may assign, transfer or otherwise encumber this
Agreement or the rights hereunder. Promoter may not assign its rights, interest
or duties in this Agreement without the express written permission of the
Partnership which shall not be unreasonably withheld.
17. Representation of Understanding. All parties to this Agreement acknowledge
and agree that the terms of this Agreement are contractual and not mere recital,
and all parties represent and warrant that they have carefully read this
Agreement, have fully reviewed its provisions with their attorneys, know and
understand its contents and sign the same as their own free acts and deeds.
18. Entire Agreement. This Agreement and its attachments and references attached
hereto and discussed herein reflect the final expression of the parties'
agreement and contains a complete and exclusive statement of the terms of that
Agreement, which terms supersede all previous verbal and written agreements.
There are no other agreements, representations, or warranties not set forth
herein. No part of this Agreement may be amended or modified in any way unless
such amendment or modification is expressed in a writing signed by all parties
to this Agreement.
19. Governing Law. The parties to this Agreement agree that all questions
respecting the negotiation, execution, construction, interpretation or
enforcement of this Agreement, or the rights, obligations and liabilities of the
parties hereto, shall be determined in accordance with the applicable provisions
of the laws of the State of California, as amended from time to time.
20. Notices. All notices or other documents under this Agreement shall be in
writing and delivered personally or mailed by certified mail, postage prepaid,
addressed to the party being noticed at its last known address.
21. Non-waiver. The failure of any party to insist upon the prompt and punctual
performance of any term or condition in this Agreement, or the failure of any
party to exercise any right or remedy under the terms of this Agreement on any
one or more occasions shall not constitute a waiver of that or any other term,
condition, right, or remedy on that or any subsequent occasion, unless otherwise
expressly provided for herein.
22. Binding Effect. The provisions of this Agreement shall be binding upon and
inure to the benefit of each of the parties and their respective successors and
assigns. Nothing expressed or implied in this Agreement is intended, or shall be
construed, to confer upon or give any person, partnership, or corporation, other
than the parties, their successors and assigns, any benefits, rights, or
remedies under or by reason of this Agreement, except to the extent of any
contrary provision herein contained.
23. Attorneys Fees. Should it be necessary to institute any action to enforce
the terms of this Agreement, the parties hereby agree that the prevailing party
in any such action shall be entitled to recover its reasonable attorneys' fees.
Attorneys' fees and costs include but are not limited to costs for expert
witness and any appeals. This paragraph shall remain independent from any
judgment entered to enforce its terms, shall not merge therewith, and shall
entitle the prevailing party to attorneys' fees and costs incurred in connection
with post judgment collection and enforcement efforts.
24. Severability. If any provision of this Agreement is held by a court to be
unenforceable or invalid for any reason, the remaining provisions of this
Agreement shall be unaffected by such holding.
25. Construction. This Agreement was drafted jointly by the parties and their
attorneys, and its provisions shall not be construed against either party.
26. Counterparts. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument. When all of the parties and signatories have
executed any copy hereof, such execution shall constitute the execution of this
Agreement.
27. Non-waiver. The failure of any party to insist upon the prompt and punctual
performance of any term or condition in this Agreement, or the failure of any
party to exercise any right or remedy under the terms of this Agreement on any
one or more occasions shall not constitute a waiver of that or any other term,
condition, right, or remedy on that or any subsequent occasion, unless otherwise
expressly provided for herein.
28. Headings. Headings in this Agreement are for convenience only and shall not
be used to interpret or construe its provisions.
IN WITNESS WHEREOF, the parties execute this Agreement.
SELLING AGENT
POWER CAPITAL FUNDING GROUP, INC.
a California Corporation
By: /ss/ ▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇, President
PROMOTER
POWER SOURCE, CORP..
a Nevada Corporation
By: /ss/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇ (Director)
AND CO-PROMOTER
WEST COAST ENERGY CO., INC.
a Nevada Corporation
By:/ss/ German Teiltelbaum
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German Teiltelbaum President