EXHIBIT 2.1
JOINT VENTURE ESTABLISHMENT AGREEMENT
THIS JOINT VENTURE ESTABLISHMENT AGREEMENT (the "AGREEMENT") is
made as
of September 6, 2004, by and between REX
TOKYO CO., LTD., a corporation
organized and existing under the laws of
Japan ("REX"), and TESCO CO., LTD., a
corporation organized and existing under
the laws of Japan ("TESCO"), jointly
the "JV Partners", relating to the
establishment of a Joint Venture company (the
"JV COMPANY").
P R E L I M I N A R Y S T A T E M E N
T S
A. The JV Partners desire to jointly establish a company,
initially
with a paid in share capital of YEN
10,000,000, contributed in a ratio of 60%
from Rex and 40% from Tesco, with shares to
be allocated to the two companies at
their respective contribution ratios;
B. The JV Company will be established for the purpose of becoming
the
exclusive wholesale distributor of the
proprietary Lighting system designed and
manufactured by Tesco.;
C. The JV Partners desire to set forth in writing their agreements
and
understandings with respect to
establishment of the Joint Venture Company and to
matters ancillary thereto in this
Agreement;
NOW, THEREFORE, for and in consideration of the premises,
covenants,
and agreements contained herein, and other
good and valuable consideration, the
receipt and sufficiency of which is hereby
acknowledged, the parties do
covenant, agree, represent, warrant, and
stipulate as follows:
A G R E E M E N T
1. ESTABLISHMENT
1.1. PAID IN CAPITAL. Subject to the terms and conditions set
forth
herein, Rex will contribute 60%, YEN
6,000,000, of the total initial paid in
capital of the JV Company, YEN 100,000,000.
Tesco will contribute 40%, YEN
4,000,000. Capital shall be paid in to the
designated company account by wire
transfer on the specified closing date as
required by Japanese Commercial Code,
(the "CLOSING DATE").
1.2. ISSUANCE OF CERTIFICATES REPRESENTING THE COMPANY SHARES.
Certificates representing Company Shares
will not be issued, in accordance with
normal practice in Japan. A share register
will be maintained by the JV Company,
that shall be open to inspection to either
JV Partners.
1.3. BOARD REPRESENTATION. The JV Partners acknowledge and agree
that
upon the establishment of the JV Company,
the CEO position will be held by an
appointed representative of Rex.
Rex Tokyo Co., Ltd.-Tesco Co., Ltd. (JV
Agreement)
September 6, 2004
Page 1 of 4
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1.4. SCHEDULE. The JV Partners acknowledge and agree that the
incorporation of the JV company will be
completed in a timely fashion, with
registration procedures to commence
September 1, 2004.
2. REPRESENTATIONS AND WARRANTIES OF THE JV
PARTNERS
The JV Partners hereby represent and warrant to each other
respectively, as of the date hereof, as
follows:
2.1. ORGANIZATION, QUALIFICATION AND CORPORATE POWER.
(a) The JV Partners separately are a duly organized and
validly existing corporation under the laws
of Japan and have all requisite
corporate power and authority for the
ownership and operation of its properties
and for the carrying on of its business as
now conducted and as now proposed to
be conducted. The JV Partners separately
are duly qualified and are in good
standing as a foreign corporation or entity
and authorized to do business in all
jurisdictions wherein the character of the
property owned or leased, or the
nature of the activities conducted by it,
makes such qualification or
authorization necessary, except where the
failure to so qualify or be so
authorized would not have a material
adverse effect on the company's assets,
business, prospects, liabilities,
properties, condition (financial or otherwise)
or results of operations taken as a w
