SERVICES AGREEMENT
THIS AGREEMENT
(this “ Agreement ”) is dated as of 14 August,
2009, by and between Jurg Walker of 4 Hardstrasse,
Birsfelden, 4127, Switzerland (“JW”) and DEMATCO GROUP
CORP. (“ Dematco ”) Vanterpool Plaza, Wickhams
City I, Road Town, Tortola, British Virgin
Islands, (together the “ Parties
”).
RECITALS
A.. DEMATCO
is currently arranging a merger between First Corporation
(“First Corp”), a Colorado incorporated company traded
on the OTC-BB in the USA, and Acquma Holdings Limited
(“Acquma”), a BVI incorporated private company. Dematco
is seeking parties interested in investing in the merged company
First Corporation.
B.
JW wishes to act as introducer of parties interested in investing
in the merged company First Corporation to Dematco.
NOW, THEREFORE, in consideration of the premises
and the mutual covenants contained herein, and other good and
valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:
AGREEMENT
1.
Term . Except as otherwise expressly provided
herein, this Agreement shall commence as of the date hereof and
shall continue until the earlier of the onward sale of the First
Corporation shares upon issue and listing of the First Corp shares
on the OTC-BB and 31 December 2009 (the “ Term
”).
2.
Initial Services JW will introduce Dematco to
parties known to JW whom he believes would become investors in the
merged company First Corp.
3.
Remuneration As remuneration for such introductions Dematco
will pay to JW an amount equal to 10% (ten per cent) of all
remuneration received by Dematco from First Corp and Acquma, both
in cash and stock in either company.
4.
Notification Dematco will notify JW of :
|
i)
|
the
confirmation of listing of the newly issued shares of First Corp
on the OTC-BB Market; and
|
|
|
|
the total
amount received by Dematco by way of fees and commissions earned by
Dematco from Acquma and/or First Corp.
|
5.
Representations and Warranties of JW .
(a)
Authorization . JW is duly and legally authorized
to enter into this Agreement and has complied with all laws, rules,
regulations, charter provisions and bylaws to which he may be
subject and that by appending his signature to this Agreement binds
himself to the terms of this Agreement.
(b)
No Breach or Default . The execution and delivery
of this Agreement and the performance of his obligations hereunder
by JW will not conflict with any provision of any law or regulation
to which JW is subject.
(c)
No Actions . There is no proceeding, action, investigation
or litigation pending or threatened against JW which, individually
or in the aggregate, may have a material adverse effect on this
Agreement or any action taken or to be taken in connection with
JW’s obligations contemplated herein, or which would be
likely to impair materially JW’s ability to perform under the
terms of this Agreement.
6.
Representations and Warranties of Dematco .
(a)
Authorization . Dematco is duly and legally
authorized to enter into this Agreement and has complied with all
charter provisions and bylaws to which it may be subject and that
the undersigned representative is authorized to act on behalf of
and bind Dematco to the terms of this Agreement.
(b)
Binding Obligations . Assuming due authorization,
execution and delivery by each other party hereto, this Agreement
and all of the obligations of Dematco hereunder are the legal,
valid and binding obligations of Dematco, enforceable in accordance
with the terms of this Agreement, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights generally and
by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at
law).
(c)
No Breach or Default . The execution and delivery
of this Agreement and the performance of its obligations hereunder
by Dematco will not conflict with any provision of any law or
regulation to which Dematco is subject or by which any of its
assets may be bound or conflict with or result in a breach of or
constitute a default under any of the terms, conditions or
provisions of any agreement or instrument to which Dematco is a
party or by which it or any of its assets may be bound, or any
order or decree applicable to Dematco.
(d)
No Actions . There is no proceeding, action, investigation
or litigation pending or threatened against Dematco which,
individually or in the aggregate, may have a material adverse
effect on this Agreement or any action taken or to be taken in
connection with Dematco’s obligations contemplated herein, or
which would be likely to impair materially Dematco’s ability
to perform under the terms of this Agreement.
7.
Indemnification . From and after the
date hereof, each of the Parties shall defend, indemnify and hold
harmless the other or its respective agents, affiliates, employees,
contractors, officers, directors and representatives against and
from any and all liability for, and from and against any and all
losses or damages such party may suffer as a result of any claim or
threatened claim that such party shall incur or suffer as a result
of: (a) any act or omission of such party’s agents,
affiliates, employees, contractors, officers, assignees, directors
and rep
