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Exhibit No. 4
Ozolutions, Inc.
Form 10-SB
ASSIGNMENT OF CONTRACT
This Agreement is made as of the 1st day of June, 2000
BETWEEN:
▇▇▇▇▇▇ ATLAS OZNE SYSTEMS LIMITED
A Corporation incorporated pursuant
to the Laws of Canada having its
offices located at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
M I H 3A6
(hereinafter called "▇▇▇▇▇▇")
OF THE FIRST PART
- and -
1421209 ONTARIO LIMITED, a
Corporation incorporated pursuant
to the laws of the Province of
Ontario
(hereinafter called "Ontario")
OF THE SECOND PART
OZOLUTIONS INC., a Corporation
incorporated pursuant to the laws
of the State of Delaware
(hereinafter called "Ozolutions")
OF THE THIRD PART
WHEREAS
A. By an Agreement in writing dated as of the 1st day of
April, 2000, ▇▇▇▇▇▇
appointed Deans as Trustee as its exclusive marketing
representative in and for the Country of Mexico for the Products
as set out therein. A copy of this Contract is attached hereto as
Schedule "A" and is referred to as the "Representative Contract"
AND WHEREAS
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B. By an Assignment in writing dated the 1st day of June,
2000, Deans assigned the
above-noted Representative Contract in writing to Ontario. A copy
of this Assignment is attached hereto as Schedule "B".
C. Ontario now wishes to assign the Representative
Contract to Ozolutions.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the respective covenants and agreements of the parties
contained herein, the sum of One ($1.00) Dollar paid by
Ozolutions to Ontario and other good and valuable consideration,
(the receipt and sufficiency of which is hereby acknowledged by
the parties hereto), it is agreed as follows:
1. Ontario hereby assigns its interest in the Representative
Contract and all benefits to be derived therefrom subject to the
observance and performance of the covenants, provisos, and
consideration on the part of Ontario contained herein
2. ▇▇▇▇▇▇ hereby consents to the assignment on the terms set
out herein;
3. This Agreement shall enure to the benefit of and be binding
upon the parties and their respective successors and assigns;
4. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws
of Canada, applicable therein;
5. The parties hereto agree that this Agreement may be
transmitted by facsimile or such similar device and that the
reproduction of signatures by facsimile or such similar device
will be treated as binding as if originals and each party hereto
undertakes to
6. provide each and every other party hereto with a copy of the
Agreement bearing original signatures forthwith upon demand.
IN WITNESS WHEREOF the parties hereto have set their hands
as attested by the signature of their duly authorized officer,
the day and year first mentioned above.
SIGNED, SEALED AND DELIVERED ▇▇▇▇▇▇ ATLAS OZNE
In the Presence of SYSTEM LIMITED
/s/ Authorized Signing Officer
1421209 ONTARIO LIMITED
Per :
/s/ Authorized Signing Officer
OZOLUTIONS INC.
Per:
/s/ Authorized Signing Officer
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ASSIGNMENT OF CONTRACT
This Agreement is made as of the 1st day of June, 2000
BETWEEN:
▇▇▇▇▇▇ ATLAS OZNE SYSTEMS LIMITED
A Corporation incorporated pursuant
to the Laws of Canada having its
offices located at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
M I H 3A6
(hereinafter called "▇▇▇▇▇▇")
OF THE FIRST PART
- and -
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, of the City of
Toronto, in the Province of Ontario
(hereinafter called "Deans as
Trustee")
OF THE SECOND PART
- and -
1421209 ONTARIO LIMITED, a
Corporation incorporated pursuant
to the laws of the Province of
Ontario
(hereinafter called "Ontario")
OF THE THIRD PART
WHEREAS
A. By an Agreement in writing dated as of the I " day of
April, 2000, ▇▇▇▇▇▇
appointed Deans as Trustee as its exclusive marketing
representative in and for the Country of Mexico for the Products
as set out therein. A copy of this Contract is attached hereto as
Schedule "A" and is referred to as the "Representative Contract"
▇. ▇▇▇▇▇ wishes to assign the Representative Contract to
Ontario, of which all of the shares are beneficially owned by
Deans and his family.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the respective covenants and agreements of the parties
contained herein, the sum of One ($ 1.00)
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Dollar paid by Deans as Trustee to ▇▇▇▇▇▇ and other good and
valuable consideration, (the receipt and sufficiency of which is
hereby acknowledged by the parties hereto), it is agreed as
follows:
1. Deans as Trustee hereby assigns to Ontario, Deans'
interest in the Representative
Contract and all benefits to be derived therefrom subject to the
observance and performance of the covenants, provisos, and
consideration on the part of Deans as Trustee contained herein
2. ▇▇▇▇▇▇ hereby consents to the assignment on the terms
set out herein;
3. This Agreement shall enure to the benefit of and be
binding upon the parties and their respective successors and
assigns;
4. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws
of Canada, applicable therein;
5. The parties hereto agree that this Agreement may be
transmitted by facsimile or such similar device and that the
reproduction of signatures by facsimile or such similar device
will be treated as binding as if originals and each party hereto
undertakes to provide each and every other party hereto with a
copy of the Agreement bearing original signatures forthwith upon
demand.
IN WITNESS WHEREOF the parties of the First and Third Part have
set their hands as attested by the signature of their duly
authorized officer, and the Party of the Second Part has set his
hand and seal, all the day and year first mentioned above.
SIGNED, SEALED AND DELIVERED ▇▇▇▇▇▇ ATLAS OZNE
In the Presence of SYSTEM LIMITED
/s/ Authorized Signing Officer
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, As Trustee
1421209 ONTARIO LIMITED
Per :
/s/ Authorized Signing Officer
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SCHEDULE "A"
THIS AGREEMENT is made as of the 1st day of April, 2000
BETWEEN:
▇▇▇▇▇▇ Atlas Ozone Systems Limited of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
#▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, a company incorporated under the
laws of Canada ("▇▇▇▇▇▇") and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, as a Trustee
for a Ontario corporation to be incorporated, of ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Representative")
1. APPOINTMENT
1. 1. ▇▇▇▇▇▇ hereby appoints the Representative as its exclusive
marketing representative in and in respect of ▇▇▇▇▇▇ ("▇▇▇
▇▇▇▇▇▇▇▇▇") for the solicitation of invitations to tender and of
orders for Products for all market sectors in the Territory.
1.2. For the purposes of this Agreement, "Products" shall mean
Ozone Generating Equipment, Systems and accessories as offered by
▇▇▇▇▇▇ as at the Effective Date of this Agreement, together with
any other environmental systems or products which may in future
be offered by ▇▇▇▇▇▇ and which there may be added by addendum to
this agreement but specifically excludes analyses, test reports,
engineering studies, feasibility reports, pilot studies, pilot
equipment rentals, spas, cooling towers, medical ozone
applications, pulp and paper plants, spare parts and service,
inspections and inspection reports, test work, design and/or
consultancy services.
1.3. The Representative accepts such appointment subject to and
in accordance with the provisions of this Agreement.
2. DURATION OF AGREEMENT AND TERMINATION
2.1. This agreement shall commence on the date hereof and subject
to clause 2.2 hereof shall j
remain in effect for Three (3) years and shall be renewable for
Two (2) further periods of Three (3) Years, in the event that
total cumulative sales for the original Term and any renewal,
amount to no less than One Million ($1,000,000.00) Dollars,
Canadian, as a cumulative value of the sales prices provided by
▇▇▇▇▇▇, PROVIDED THAT if ▇▇▇▇▇▇ receive an order for the
provision of any Products from or through Fuerte Mayo
International (in which respect the Representative has provided
assistance to ▇▇▇▇▇▇ prior to the date hereof) then the
provisions of this agreement shall have effect and the
Representative shall be entitled to be paid a commission in
respect of those Products as if such assistance had been provided
during, under and subject to this Agreement.
2.2. Either party may by notice in writing terminate this
agreement without compensation or liability to the other if the
other shall:
2.2.1. enter into bankruptcy, receivership, liquidation or any
similar status or situation (except for the purpose of
reconstruction) or make any composition with its creditors or
have a receiver appointed over the whole or any substantial part
of its assets or
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2.2.2. commit any breach of any of clauses 3.6, 4, 6.3 or 7 of
this agreement or
2.2.3. fall to remedy any other breach of this agreement
following receipt of a notice in writing requiring the same to be
remedied within a reasonable time.
3. DUTIES OF REPRESENTATIVE
3. 1. The Representative shall use his best efforts to solicit
orders for the sale of the Products in the Territory and as part
of such efforts shall promote the sales of the Products with
Government, Industry, Consultants, Contractor, Sub-Contractors
and owners of projects within such Territory.
3.2. The Representative shall use his best endeavours to procure
and facilitate the placing of orders with ▇▇▇▇▇▇ at the prices
quoted by ▇▇▇▇▇▇.
3.3. The Representative shall maintain an effective organization
in the Territory with such personnel as may be necessary to
achieve maximum sales of the Products. Representative may, at his
option but always with the approval of ▇▇▇▇▇▇, (such approval not
to be unreasonably withheld), appoint sub-representatives in the
Territory.
3.4. The Representative shall pay all of his own expenses in
connection with his activities under this agreement.
3.5. Without prejudice of the generality of the foregoing, the
Representative shall:
3.5. 1. publicize the Products in the Territory
3.5.2. canvass and approach Clients, Architects, Engineers and
other Consultants with a view to procuring the specification of
▇▇▇▇▇▇'▇ Products
3.5.3. liaise with Contractors and Owners to obtain invitations
to tender and purchase orders in favor of ▇▇▇▇▇▇ and
3.5.4. (both before and after the placing of an order with
▇▇▇▇▇▇) maintain contact and liaison with purchasers on behalf of
▇▇▇▇▇▇
3.6. The Representative shall comply with all relevant local laws
and regulations.
4. STATUS AND AUTHORITY OF REPRESENTATIVE
4. 1. The Representative is not an employee of ▇▇▇▇▇▇ in any
respect whatsoever and shall not represent himself to be such an
employee.
4.2. The Representative is not granted any right, power or
authority to enter into contracts or assume any obligations,
liabilities or expenses on behalf of ▇▇▇▇▇▇ or to accept any
summons or
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other legal process on behalf of ▇▇▇▇▇▇ and shall not hold
himself out as having any such authority.
4.3. The Representative shall not at anytime during the currency
of this Agreement, represent or put for sale or sell directly or
indirectly any products competitive with ▇▇▇▇▇▇'▇ products
without the prior written consent of ▇▇▇▇▇▇.
5. COMMISSIONS
5.1 ▇▇▇▇▇▇ shall pay to the Representative in respect of each and
every order placed with ▇▇▇▇▇▇ by a Purchaser in the Territory or
to a Purchaser who receives the goods outside the Territory for
delivery in the Territory, a commission calculated in accordance
with the Schedule "A" to this Agreement.
5.2. In the case of an order for the Free On Board sale of goods
or equipment by ▇▇▇▇▇▇, such commission shall be computed from
the FOB sales price of such products less any taxes, duties,
freight royalties or license fees.
5.3. Where ▇▇▇▇▇▇ supplies goods and provides field erection
and/or start' up or testing supervision, the cost or price of
such field erection start up or testing supervision shall be
deducted from the order value in calculating the Representative's
commission.
5.4. Where Products are sold on an erected and installed basis,
the Representative's commission shall be based on the overall
contract price.
5.5. In the event that any supplement, variation or novation
shall increase the contract price or order value, such increase
shall be taken into account in calculating the commission payable
to the Representative.
5.6. In the event that the contract price or order value shall be
reduced by way of variation, novation or breach resulting in the
omission of die whole or any part of ▇▇▇▇▇▇'▇ scope of work or of
supply under any such contract or order, the commission payable
to the Representative shall be reduced accordingly.
5.7. Payment to the Representative shall fall due 15 days after
payment to ▇▇▇▇▇▇ by its customer in respect of each relevant
project or order.
5.8. No payment shall fall due to the Representative in respect
of any work which does not directly result in an order placed
with ▇▇▇▇▇▇ or in respect of any project for which ▇▇▇▇▇▇ does
not ultimately receive payment from its customer.
5.9. Following the termination of this Agreement (unless the same
shall have been terminated by ▇▇▇▇▇▇ in accordance with clause
2.2 hereof), ▇▇▇▇▇▇ shall pay to the Representative in respect of
any order placed with ▇▇▇▇▇▇ after such termination but resulting
directly from the activities of the Representative prior to such
termination, a commission in accordance with this clause 5
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but reduced by One (1/3) Third for every complete calendar month
between the date of such termination and the receipt by ▇▇▇▇▇▇ of
the relevant order.
6. DOCUMENTATION
6. L The Representative shall promptly and regularly report to
▇▇▇▇▇▇ concerning his activities
with respect to the Products in the Territory including lists of
prospective customers, analysis of lost jobs, whether a project
is cancelled or lost to a competitor, the Representative's
promotion activities, the status of pending inquiries, market
forecasts, activities of competitors, copies of all
correspondences between the Representative and customers or
potential customers and such other information as ▇▇▇▇▇▇ may
reasonably request.
6.2. ▇▇▇▇▇▇ shall furnish the Representative with samples of its
advertising material, information and assistance with regard to
equipment selection, size and pricing and such other technical
information as ▇▇▇▇▇▇ deems necessary to enable Representative to
fulfill his obligations. Also literature and information shall
remain the property of ▇▇▇▇▇▇, shall be kept confidential by the
Representative and shall be returned to ▇▇▇▇▇▇ upon the
termination of this Agreement.
6.3. The Representative shall not disclose any of ▇▇▇▇▇▇'▇
confidential information to third parties except in furtherance
of this Agreement and then only with the express prior written
consent of ▇▇▇▇▇▇.
7. ASSIGNMENT
7. 1. Neither party shall assign this Agreement to any third
party in whole or in part without the
ICU prior written consent of the other; save that Representative
may assign this Agreement, with the consent of ▇▇▇▇▇▇ which shall
not be unreasonably withheld, to an Ontario Corporation of which
all outstanding shares are beneficially owned by Representative.
8. PRODUCTS
8.1. At any time during the currency of this Agreement, ▇▇▇▇▇▇
may discontinue or modify any of the Products covered by this
Agreement without breaching this Agreement and without incurring
any liability or obligation to the Representative.
9. RESOLUTION OF DISPUTES
9.1 Any dispute arising between the parties under or in
connection with this Agreement shall be referred to the
determination of a single Arbitrator to be agreed between the
parties or in default of agreement, to be appointed by a Judge of
the Superior Court of the Province of Ontario;
9.2. Such Arbitration shall be governed by the laws of the
Province of Ontario and in particular by the Arbitration Act S.O.
or any statutory modification or re-enactment thereof and the
seat of Arbitration shall be Toronto, Ontario.
10. MISCELLANEOUS
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10.1. This agreement shall be governed by and interpreted in
accordance with the laws of Ontario
10.2. This agreement embodies the entire Agreement and
understanding of the parties and supersedes any previous
agreements, representations or understandings related hereto.
10.3. No modification of this Agreement shall have any force
or effect unless made in writing and signed by both parties.
IN WITNESS whereof the parties have executed this Agreement the
day and year first written above as attested by their duly
authorized officers.
SIGNED, SEALED AND DELIVERED ▇▇▇▇▇▇ ATLAS OZONE SYSTEMS LIMITED
Per: /s/ Authorized Signing Officer
/s/
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
Trustee for an Ontario Corporation
To be incorporated.
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SCHEDULE "A"
Commission Contract Dollar Commission Cumulative.
Rate Value Interval
10.0% *First $ 100,000.00 $10,000.00 $10,000.00
7.5% Next $ 100,000.00 7,500.00 $17,500.00
6.0% Next $300,000.00 18,000.00 $35,500.00
2.0% Next $500,000.00 10,1900.00 $45,500.00
1.0% On Balance
*All payments converted to Canadian Dollars from currency of
contract.
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SCHEDULE "B"
This Schedule is attached to and forms part of an Agreement
dated as of the 1st day of April, 2000 between ▇▇▇▇▇▇ Atlas Ozone
Systems Limited of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ #▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, a company incorporated under the laws of Canada
("▇▇▇▇▇▇") and ▇▇▇▇▇▇ ▇▇▇▇▇ Deans, as a Trustee for a Ontario
corporation to be incorporated
Representative Fee:
▇▇▇▇▇▇ has required a "territory fee" of Fifty Thousand
($50,000.00) Dollars, Canadian, to be paid by Representative.
▇▇▇▇▇▇ acknowledges Representative has paid Fifteen Thousand
Dollars ($15,000.00) Dollars of such fee and agrees that the
balance will be paid by way of deduction and withholding of Ten
(10%) Percent of all commissions payable to Representative to be
applied to the balance of the outstanding "territory fee" until
paid in full.
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