AGREEMENT FOR ACQUISITION OF ALL SHARES OF
NORD-INTERI R AS, NORWAY
This agreement (the "Agreement") is made as of the 4th day of April, 1997
between
Northstar Industries, Inc.,
c/o Northstar I.P.P. SA,
▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇
(hereinafter referred to as "Northstar")
and
Stian ▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇,
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇
(hereinafter referred to as "▇▇▇▇▇")
WHEREAS
C) Northstar is desirous of acquiring from ▇▇▇▇▇ all of the issued and
outstanding shares of Nord-Interi r AS, Norway, Northstar's Norwegian
distributor,
NOW THEREFORE IN CONSIDERATION of the promises and the mutual covenants herein
the parties hereto agree as follows:
1. Subject of Agreement
Northstar shall buy, and ▇▇▇▇▇ shall sell, all of the issued and
outstanding shares of Nord-Interi r AS.
2. Payment
Payment will be made to ▇▇▇▇▇ by a combination of shares of common stock
of Northstar, restricted according to Rule 144, as specified below:
i) Northstar shall issue 585,000 shares of common stock of the
Company, restricted according to Rule 144, at par value of USD
0.001 per share, in the name of Stian ▇▇▇▇▇. The shares are
restricted from sale for 12 months from the date of issue.
ii) A cash payment of USD 140,000.00.
iii) The parties have agreed that payment as in ii) and iii) above will
be completed on or before April 1, 1998.
3. Release from Existing Financial Guarantees
▇▇▇▇▇ has made guarantees to financial institutions, for the purpose of
securing operating credits for Nord-Interi r AS. Northstar guarantees to
release ▇▇▇▇▇ from any such guarantees (currently NOK 300,000).
4. Conditions Precedent for Transfer of Shares of Nord-Interi r AS
All shares of Nord-Interi r AS shall be transferred from ▇▇▇▇▇ to
Northstar upon fulfilment of Sections 2 and 3 above.
5. Obligation for Continued Employment
▇▇▇▇▇ hereby, as part of the Agreement, commits to continue to work for
Nord-Interi r AS in the capacity as Managing Director for a minimum
period of 36 months, calculated from the date of the Agreement. If ▇▇▇▇▇
should decide to leave Nord-Interi r AS before such time, the parties
have agreed that ▇▇▇▇▇ shall pay a penalty of USD 3,500.00 per month, or
part thereof, for any remaining period. Such payment shall be made to
Northstar.
6. Severance Payment
If Northstar or the Board of Directors of Nord-Interi r AS cause the
employment agreement with ▇▇▇▇▇ in accordance with Section 5 above to be
terminated, Northstar shall pay Varre's full agreed salary and benefits
at the time of such termination, throughout the agreed period of 36
months, ending on April 4, 2000.
7. Remuneration
As part of this Agreement, ▇▇▇▇▇ has accepted to continue to work for
Nord-Interi r AS on his current terms of employment. Varre's future
remuneration will be determined by the Board of Directors of
Nord-Interi r AS.
8. Cancellation
If Northstar does not fulfill the obligations according to Sections 1
through 3 above, then ▇▇▇▇▇ can choose to declare this Agreement null
and void.
9. Severability of Provisions
Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the
extent of the prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability
of that provision in any other jurisdiction.
10. No Partnership
Nothing herein shall be deemed to create a partnership between the
parties, and neither party shall have the authority to act on behalf of
the other party in any way.
11. Remedies and Waivers
No failure or delay in exercising any right hereunder shall operate as a
waiver of, or impair, any such right. No single or partial exercise of
any such right shall preclude any other or further exercise thereof or
the exercise of any other right. No waiver of any such right shall be
effective unless given in writing. No waiver of any such right shall be
deemed a waiver of any other right hereunder.
12. Binding agreement
This Agreement shall be binding upon, and shall enure to the benefit of
the legal successors of the parties hereto, or any assignees approved.
This Agreement and any rights granted shall not be assigned by either
party except with the approval of the other.
13. Choice of Law
This Agreement shall be governed by, construed and interpreted according
to the laws of Norway.
14. Jurisdiction
Any controversy, claim, action or proceeding relating in any way to this
Agreement may be brought and enforced in the courts Norway, and the
parties hereto irrevocably submit to the jurisdiction of each such court
in respect of any such action or proceeding.
15. Arbitration
Any controversy or claim arising out of or relating to this Agreement,
any defined legal relationship associated therewith or derived
therefrom, may be settled by arbitration.
16. Full Understanding
The making, execution and delivery of this Agreement have been induced
by no representations, statements, warrants or agreement other than
those expressed in this Agreement. This Agreement embodies the entire
agreement of the parties, and supersedes any previous agreements between
the parties and/or any of its affiliates, subsidiaries, holding
companies or other, and there are no further or other agreements or
understandings, written or oral, in effect between the parties, relating
to the subject matter of this Agreement.
17. Form of Notices
Any notices, direction or other instrument required or permitted to be
given under this Agreement shall be in writing and may be given by
delivery of the same, by hand, mail, telex, facsimile or similar form of
communication, to the following addresses and recipients:
To Northstar: Northstar Industries, Inc.
c/o Northstar I.P.P. SA,
▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇
Att.: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax.: ▇▇▇▇-▇-▇▇▇▇▇▇▇
To ▇▇▇▇▇: Stian ▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇,
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇
Att.: Stian ▇. ▇▇▇▇▇
Fax.: ▇▇▇-▇▇▇▇▇▇▇▇
18. Delivery of Notices
Any notice, direction or other instrument will, if delivered, be deemed
to have been given or served and received on the day on which it was
delivered, or if sent by telex, facsimile or other similar form of
communication, the next business day.
19. Change of Address for Notices
Any party may at any time give to the other party a notice in writing of
any change of contact person, address or facsimile numbers specified in
Subsection 17 above, and upon receipt of such notice the other party
shall then deem such new address or other to be the address to which
notices are to be given hereunder.
20. Signature
This Agreement shall be signed in two (2) copies, one (1) for Northstar
and one (1) for ▇▇▇▇▇, shall be legally binding upon and enure to the
benefit of the parties from the date of execution.
April 4, 1997
for and on behalf of Northstar Industries, Inc.
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
for and on behalf of Stian ▇. ▇▇▇▇▇
/s/Stian ▇. ▇▇▇▇▇
Stian ▇. ▇▇▇▇▇