Management Licensing Agreement dated June 29, 2005.
BETWEEN : Beta Enterprises Inc.
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(the "Licensor")
AND : Paracap Corporation
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(the "Licensee")
RECITALS
1. The Licensee by itself or through affiliated companies has operating
experience, knowledge, know-how and ability in the development and
opening and operation of liquor stores in Canada.
2. The Licensee has requested and the Licensor has agreed to grant to the
Licensee the right and license to manage and operate the Licensor's
store located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
a right of first refusal to negotiate terms over the future possibility
for the Licensee to manage and operate a further number of the
Licensor's stores located in the Lower Mainland of British Columbia.
All of the aforementioned rights including: the right and license to
manage the Licensor's store located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; a right of first refusal to negotiate terms over the
future possibility for the Licensee to manage and operate a further
number of the Licensor's stores in the Lower Mainland of British
Columbia are hereinafter collectively called the "Rights".
GRANT OF RIGHT AND LICENCE
3. The Licensor hereby grants to the Licensee and the Licensee hereby
accepts from the Licensor the right and license to manage and operate
the Licensor's store located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as well as a right of first refusal to negotiate terms
over the future possibility for the Licensee to manage and operate a
further number of the Licensor's stores located in the Lower Mainland
of British Columbia.
TERM
4. This Agreement shall remain in full force and effect for a period of
FIVE (5) YEARS with the Term terminating on June 29, 2010. (hereinafter
such period is called the "Term")
RENEWAL AND RIGHT OF FIRST REFUSAL
5. The Licensee and Licensor agree as follows:
Option to Renew
a. The Licensee shall have the option to renew this Agreement for
a further term of FIVE (5) YEARS (hereinafter called the
"Renewal Term") upon the same terms and conditions set forth
and contained in this Lease save and except the Fees of
contained in this Agreement. The Renewal Term will commence
upon the expiration of the term granted by this Agreement. If
no agreement can be reached within 90 days of the date the
Licensee exercises its option to renew, then the question of
the Fee shall be submitted to Arbitration by one arbitrator or
in the event the parties are unable to agree upon a single
arbitrator then by three (3) arbitrators (one to be appointed
by the other two arbitrators) pursuant to the Arbitration Act
of the Province of British Columbia in effect at the time of
the controversy. The arbitrator or if more than one, then at
least one of them, shall be a Certified Business Valuator with
experience in valuating franchises. The decision of the
arbitrator or arbitrators, as the case may be, shall be
binding upon the parties. Notwithstanding the said Arbitration
Act, all costs or arbitration shall be shared by the Licensor
and the Licensee. The option granted by the Licensor shall
only be valid and binding upon the Licensor if it is exercised
in writing by the Licensee not less than SIX (6) MONTHS before
the expiration of the Term.
(i) The Licensor shall not deal with the rights in any manner
except as provided in this Agreement, that is it shall not
deal with the rights except during the SIX (6) MONTHS the Term
as contemplated in the foregoing section and only if the
Licensee has not exercised its option to renew
b) Right of First Refusal
During the duration of the Term only and during any holdover
period in which the Licensee continues to have the benefit of
the Rights (or a portion thereof), the Licensor may solicit
offers or make an offer to grant operating and managing rights
similar to that of this Agreement for other Licensor stores
located in the Lower Mainland of British Columbia but only for
a FIVE (5) YEAR term. The Licensor shall not accept any offer
or make any offer to any other person without first giving the
Licensee notice in writing, the Licensor is willing to accept
an offer from the Licensee on similar terms. The Licensor
shall deliver a written offer to the Licensee (the "Offer")
setting out the consideration, terms and conditions. The Offer
shall remain open for acceptance by the Licensor for a period
of FOURTEEN (14) Days from and after the date of receipt of
the Offer by the Licensee. If the Licensee accepts the Offer,
a binding contract of a Management License Agreement shall
come into effect. If the Licensee does not accept the Offer,
then the Licensor may grant such Rights to any other person,
firm or corporation (a "Third Party") provided, however, that:
(i) the Rights may not be granted to a Third Party upon terms more
favourable to such Third Party than the terms contained in the
Offer;
(ii) if the Rights are not granted to a Third Party on the terms as
contemplated in the Offer, the Licensor shall not be entitled
to grant such Rights to a Third Party and the provisions of
these sections under the heading "Renewal" in this Agreement
shall again become applicable to any offer or grant of Rights
by the Licensor.
FEES AND ROYALTIES
6. The Fee, being the consideration for the grant of the Rights under this
Agreement shall be the issuance of 600,000 shares of common stock by
the Licensee upon the signing of this Agreement.
The Licensor will have a share of 30% of monthly profits net of
expenses, as defined by Generally Accepted Accounting Principles, of
the Licensee managed store located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. The Licensor's share will be remitted to the Licensor
by the Licensee by the fifteen of the following month. The Licensor has
the right to hire an auditor in order to validate the storei|s
accounting.
7. Except for the aforesaid consideration stated in the previous
paragraph, the Licensee shall not be required to make any other payment
to the Licensor for the Rights during the Term. There are no royalties,
percentage fee, or consideration of any kind payable for the Rights or
the ongoing use of the Rights by the Licensee during the term.
SALE ASSIGNMENT AND TRANSFER
8. The Licensee may assign, sell, and transfer ("Transfer") its interest
in this Agreement or the Rights granted herein at anytime with FOURTEEN
(14) DAYS prior notice to the Licensor. A Transfer shall also mean the
sale of all or a portion of the corporate shares of the Licensee
resulting in a charge in control. The Licensee may without consent of
the Licensor and without notice to the Licensor assign, sell and
transfer all of her interest in this Agreement or the Rights to a
corporation incorporated or to be incorporated (the "Assignee"), of
which the Licensee or a person of her immediate family (including
child, parent, spouse, sibling) is a shareholder. To the extent the
Assignee assumes the covenants and obligations of the Licensee
hereunder, the Licensee shall thereupon and without further agreement,
be freed and relieved of all liability with respect to such covenants
and obligations.
PROMOTION
9. The Licensee is responsible for the promotional events and costs
related to the licensee managed store located at 12968 ▇▇▇▇▇ ▇▇▇▇▇▇,
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TRAINING
10. The Licensee is responsible for the technical support, training and
management of employees related to the licensee managed store located
at 12968 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
GENERAL PROVISIONS
Law Applicable
11. This agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia.
Entire Agreement
12. This agreement constitutes the entire agreement between the parties and
supersedes all previous agreements and understandings between the
parties in any way relating to the subject matter hereof. It is
expressly understood and agreed that the Company has made no
representations, inducements, warranties or promises whether direct,
indirect or collateral, oral or otherwise, concerning this agreement,
the matters herein, the business franchised hereunder or concerning any
other matter, which are not embodied herein.
Severability of Clauses
13. If any covenant or other provision of this agreement is invalid,
illegal or incapable of being enforced by reason of any rule of law or
public policy such covenant or other provision shall be severed; all
other conditions and provisions of this agreement shall, nevertheless,
remain in full force and effect and no covenant or provision shall be
deemed dependant upon any other covenant or provision unless so
expressed herein.
Time of Essence
14. Time shall be of the essence of this agreement and of each and every
part hereof.
Notices
15. All notices, requests, demands or other communications (collectively
"Notices") by the terms hereof required or permitted to be given by one
party to another shall be given in writing by personal delivery or by
registered mail, postage prepaid, addressed to the other parties or
delivered to such other parties as follows:
(a) To the Licensor at: Beta Enterprises Inc.
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(b) To the Licensee at: Paracap Corporation
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or at such other address as may be given by one of
them to the other in writing from time to time, and such
Notices shall be deemed to have been received when delivered,
or if mailed, FOURTEEN (14) DAYS after the date of mailing
thereof; provided that if any such Notice shall have been
mailed and if regular mail service shall be interrupted by
strike or other irregularity before the deemed receipt of such
Notice as aforesaid, then such Notice shall not be effective
unless delivered.
Agreement Binding Upon Successors and Assigns
16. Subject to the restrictions on assignment herein contained, this
agreement shall ensure to the benefit of and be binding upon the
Licensee and the Licensor and their respective successors, legal
representatives and assigns.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement the day
and year first above written.
per: Beta Enterprises Inc.
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Authorized Signatory:
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Witness
per: Paracap Corporation
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Authorized Signatory:
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Witness