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Exhibit 10.2
SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT ("AGREEMENT") is made the 6 day of
November 2007
BETWEEN:
TWO WAY MEDIA LIMITED, a company registered in England and Wales
under number
4904168 and whose registered office is at 19 Bolsover Street,
London W1W 5NA
("TWM"),
AND
ZONE 4 PLAY INC., a company registered under the laws of
Delaware and whose
principal place of business is at 103 Foulk Road, Suite 202,
Wilmington,
Delaware 19803 U.S.A ("Z4P");
(TWM and Z4P hereinafter each referred to as a "PARTY" and
jointly referred to
as the "PARTIES").
WHEREAS: the Parties have incorporated a new entity in Alderney
bearing
the name Two Way Gaming Limited (the "COMPANY") to conduct
all
gambling activity undertaken by the Parties on interactive
television, mobile telephony, participation television and
the
internet and to carry on the Business (as defined below);
and
WHEREAS: the parties are the equal holders of all of the issued
Shares;
and
WHEREAS: the Parties hereto desire to set forth certain matters
and
agreements regarding the Company and the Shares.
NOW, THEREFORE, in consideration of the mutual promises and
covenants set forth
herein, the parties hereby agree as follows:
ARTICLE 1
INTERPRETATION AND PURPOSE
1.01 BUSINESS
The Parties have established the Company for the purposes of
undertaking
the Business (as defined below).
1.02 DEFINITIONS
In this Agreement:
"ACCOUNTANT" means the accountant(s) of the Company from time to
time
appointed pursuant to this Agreement;
"ACT" means the Companies (Alderney) Law, 1994, as amended;
"AFFILIATE" a company shall be an "Affiliate" of another company
if one of
them is the Subsidiary of the other or both are Subsidiaries of
the same
Holding Company or each of them is controlled by the same
person, and
"Affiliates" shall be construed accordingly, save that this
definition
shall not in any way extend to Ingenius Media Active Capital
Limited;
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"ARTICLES" means the articles of association of the Company as
adopted from
time to time;
"BANK" means the bank or other financial institution at which
the Company
from time to time maintains its general business account;
"BOARD" means the board of Directors of the Company from time to
time;
"BUDGET" means the budget of the Company approved by the Board
from time to
time in accordance with the provisions of this Agreement;
"BUSINESS" means the operation of the betting brand "Winner
Channel" and
the conduct of gambling activity as currently undertaken by the
Parties on
interactive television, mobile telephony, participation
television and the
internet;
"BUSINESS DAY" means a day other than a Saturday, Sunday or
statutory
holiday in the United Kingdom, Israel or Alderney;
"BUSINESS PLAN" means the business plan of the Company as set
out in
Appendix A or as determined from time to time pursuant to Clause
3.01(5);
"DIRECTORS" means the directors of the Company (excluding the
Managing
Director);
"HOLDING COMPANY" shall be as defined in Article 4 of Schedule 4
of the
Act;
"INTERESTED PARTY" means any company promoted by the Company,
any
Subsidiary of the Company, any company in which the Company may
be
interested as a shareholder or otherwise, any Affiliate of the
Company, any
Affiliate of any Subsidiary of the Company, any Affiliate of any
company in
which the Company may be interested as a shareholder or
otherwise, any
Director or officer of the Company or any director or officer of
any
Subsidiary of the Company, any Subsidiary or Affiliate of any
officer or
Director of the Company, any Shareholder or any Subsidiary or
Affiliate of
any Shareholder;
"IP" means any patents, inventions, know-how, trade secrets and
other
confidential information, copyrights, database rights, design
rights, trade
marks, service marks, logos, domain names, business names, trade
names,
moral rights and all registrations or applications to register
any such
rights and any other intellectual property rights in the nature
of any such
rights in any country or jurisdiction;
"MANAGING DIRECTOR" shall be the managing director appointed
from time to
time in accordance with the provisions of section 3.01(1) of
this
Agreement;
"MIXTV" means the additional hardware and software supplied by
Z4P and its
subsidiaries to TWM for the purpose of operating certain
gambling products
at the time of execution of this Agreement and all subsequent
derivations,
modifications and upgrades thereafter;
"PARTIES" means the parties to this Agreement and Party shall be
construed
accordingly;
"SECURITIES" means shares of any class or a debt obligation of
the Company
to a Shareholder and includes a certificate evidencing such a
share or debt
obligation;
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"SERVICE LEVEL AGREEMENT" means the agreements setting out the
services to
be provided by each of the Shareholders from time to time;
"SHARES" means ordinary shares of (pound)1.00 each in the share
capital of
the Company;
"SHAREHOLDERS" means TWM and Z4P and their respective successors
and
assigns, as appropriate, and "Shareholder" shall be construed
accordingly;
"SUBSIDIARY" shall have the meaning given to it in Schedule 4 of
the Act,
and "Subsidiaries" shall be construed accordingly;
"TRANSFER" means to sell, assign, surrender, gift, transfer,
pledge,
mortgage, charge, create a security interest in, hypothecate or
otherwise
encumber or deal with any interest, legal or beneficial, in
the
subject-matter of the transfer;
"TRANSFER VALUE" means the fair market value of Shares to be
transferred in
accordance with this Agreement as agreed between the vendor and
the
purchaser or as determined in accordance with section 6.07 of
this
Agreement;
"TRANSFER VALUATION DATE" means the date on which an event
described in
this Agreement which initiates a right or obligation to purchase
Shares
occurs;
"TWM CLIENT CONTRACTS" means the contracts listed at Appendix
B;
"TWM DIRECTOR" means any one of the Directors appointed to the
Board by TWM
in accordance with the provisions of section 3.04(1);
"WINNER CHANNEL" means the brand under which certain TWM gaming
products
have been offered to consumers;
"Z4P DIRECTOR" means any one of the Directors appointed to the
Board by Z4P
in accordance with the provisions of section 3.04(1);
"ZONEMAS" means the hardware and software systems supplied by
Z4P currently
used by TWM for operating their gambling products at the time of
this
agreement and all subsequent derivations, modifications and
upgrades
thereafter.
ARTICLE 2
COMPANY AND CONDITIONS PRECEDENT
2.01 ESTABLISHMENT
(1) The Parties have established and registered the Company in
Alderney on
25 July 2007.
(2) The Parties may consider establishing Subsidiaries in
Alderney or
elsewhere or may consider transferring part or all of the
Business to
a jurisdiction other than Alderney or to an entity other than
the
Company.
(3) The Company obtained a Gaming Licence in Alderney on 31
August 2007.
The Parties agree that they shall do everything in their power
to
ensure that the Company operates the Business within the
provisions of
the aforementioned Gaming Licence.
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2.02 SHARE CAPITAL
(1) The authorised and issued share capital of the Company shall
consist
of 10,000 Shares and each Share shall rank PARI PASSU in all
respects
save as specified in the Articles and this Agreement. Each party
has
an equity holding in Shares, as follows:
o TWM - 50.0% (fifty percent), being 5,000 Shares of
(pound)1.00 each;
o Z4P - 50.0% (fifty percent), being 5,000 Shares of
(pound)1.00 each.
(2) The Board of Directors of the Company may resolve to
allocate to an
employee share option scheme a number of shares equal to ten
(10%)
percent of the Company's authorised but unissued share capital.
This
scheme shall be subject to an employee share option plan which
shall
be administered and constituted as the Board determines from
time to
time.
(3) Each Share shall, in addition to those rights conferred in
the
Articles, entitle the Shareholder to:
o receive notice of and vote in, any general meeting of the
Shareholders of the Company;
o as determined by the Board, and as permitted by the Act,
receive
a distribution by way of dividend or otherwise by the
Company,
PRO RATA to the number of Shares held or as otherwise
determined
at the time; and
o in the event of liquidation or winding up of the Company,
receive
a PRO RATA share of the remaining assets of the Company
following
satisfaction of all liabilities ranking in priority, or as
otherwise determined at the time.
(4) The Articles of Association of the Company shall be amended
to reflect
relevant provisions of this Agreement. In the event of a
conflict
between any provision of this Agreement and any provision of
the
Articles, the provision of this Agreement shall prevail and, at
the
request of any Shareholder, a resolution shall be proposed to
amend
the Articles to remedy the conflict.
2.03 CONDITIONS PRECEDENT
The following shall be conditions precedent to the completion of
this
Agreement:
(1) The termination of the Interactive Fixed Odds Betting
Services
Agreement dated 22 February 2005 and entered into between Z4P,
TWM and
Winner.com (UK) Limited (the "WINNER CHANNEL AGREEMENT");
and
(2) The receipt of TWM of an undertaking from Winner.com (UK)
Limited
waiving and terminating any rights it has under the provisions
of the
Winner Channel Agreement, in particular, but without prejudice
to the
foregoing, in relation to TWM and the Company's use of the
Winner
Channel brand or logo, and that Winner.com (UK) Limited waives
any
rights it may have under the provisions of the Winner
Channel
Agreement or otherwise to make any claim against TWM or the
Company.
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ARTICLE 3
MANAGEMENT
3.01 BOARD OF DIRECTORS
(1) The Board shall consist of no more than five (5) Directors
(of which
one shall be the Managing Director). Each shareholding
comprising 25%
of the total issued share capital of the Company shall entitle
the
holder to appoint one Director to the Board. Should a director
who was
an appointee of a Shareholder die or resign from the Board, be
removed
in accordance with the provisions of the Articles, or be removed
by
such appointing Shareholder, the Shareholder in such case shall
be
permitted to appoint a Director to replace the Director who
died,
resigned or was removed. The Board shall from time to time
appoint a
Managing Director who shall have the duties and obligations set
out in
this Agreement. The Managing Director shall have no right to
vote at
Board meetings, save where he or she is also a Director who was
an
appointee of a Shareholder in which case he or she will retain
their
one vote as a Director but will not have an additional vote as
a
Managing Director. The Managing Director will form part of the
quorum
for Board meetings of the Company.
(2) The Board shall meet at least once a month until otherwise
determined
by unanimous resolution of the Board. The Board shall meet at
the
registered office of the Company at least four times per year
and if a
meeting of the Board is not held during any one month period (or
other
period as determined by unanimous resolution of the Board),
any
director may call a meeting of the Board on ninety six (96)
hours'
prior written notice to the other members of the Board. At
each
meeting of the Board, unless waived by unanimous resolution of
the
Board, the Managing Director shall report fully to the Board
with
respect to the current status of the operations of the Company
and
with respect to all major developments or planned action
involving the
Company and shall present to the meeting complete current
financial
information with respect to the Company.
(3) A quorum for meetings of the Board shall be three, which
must include
the Managing Director and a director representing each
shareholder of
the Company. If a quorum is not obtained at any meeting, the
meeting
shall be adjourned and may be reconvened upon seven (7) days'
notice
to the Board, at which reconvened meeting the quorum shall be
those
directors present at the meeting.
(4) Any or all directors may participate in a meeting of the
Board or of
any committee of the Board by means of such telephone,
electronic or
other communication facilities as permit all persons
participating in
the meeting to hear and communicate with each other
simultaneously and
a director participating in such a meeting by such means is
deemed to
be present at the meeting.
(5) The Budget and the Business Plan shall be prepared annually
by the
Managing Director and approved at the meeting of the Board
first
following the beginning of the Company's financial year. The
first
Business Plan for the Company is attached as Appendix A.
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3.02 SIGNING OFFICERS
The authorized signing officers of the Company shall be the
Managing
Director and/or any delegates of the Managing Director (as
approved by the
Board), unless or until decided otherwise by the Board.
3.03 EMPLOYEES
The Company initially will not have any employees, except for
the Managing
Director. Upon Board decision the Company shall employ such
number of
employees as are deemed necessary to conduct the Business.
3.04 APPROVAL OF MATTERS
(1) "MATERIAL ACTION" means any one or more of the
following:
(a) any change in the Memorandum or Articles of Association of
the
Company;
(b) any change in the authorized or issued share capital of
the
Company;
(c) any alteration or change to the rights, preferences, or
privileges of the Shareholders;
(d) any increase in the number of Directors of the Company;
(e) any declaration or payment of any dividend or other
distribution
of cash, shares, or other assets of the Company;
(f) taking a decision to cease all or a substantial part of
the
Business;
(g) any decision that approves any transaction or loan
exceeding
(pound)3,000 in value with or between the Company and any
officer, Director, or Shareholder of the Company or any
Interested Party;
(h) any decision that authorizes the disposal of more than 10%
of the
Company's IP;
(i) any decision to acquire an entity or business;
(j) any decision to sell a material asset not in the ordinary
course
of the Business;
(k) any decision that appoints or removes either of the Parties
from
any position they may hold in the Company and/or that alters
the
terms of that position;
(l) any withdrawal and/or transfer of money from the Company's
bank
accounts, not in the ordinary course of the Business;
(m) any decision approving the Business Plan and the Budget
and/or
effecting any material deviation therefrom;
(n) any decision determining, or effecting a change to,
signatory
rights as specified in section 3.02;
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(o) any decision regarding the entry into any agreement or the
making
of any offer or the granting of any right capable of becoming
an
agreement to allot or issue any Shares;
(q) any action which may lead to or result in a material change
in
the nature of the Business;
(r) any decision regarding the entry into any agreement by
the
Company other than in the ordinary course of the Business;
(s) the taking of any steps to wind-up or terminate the
corporate
existence of the Company or to strike off the Company;
(t) the sale, lease, exchange or disposition of all or a
substantial
part of the undertaking or property or assets of the
Company;
(u) the entering by the Company into an amalgamation, merger
or
consolidation with any other body corporate;
(v) the redemption or purchase by the Company of its issued
share
capital;
(w) the repayment of any loans owing by the Company to any
Shareholder, except as contemplated in section 5.03;
(x) the fixing, paying or changing of any salary, bonus or fee
to any
party or any Director of the Company, except as specified in
the
Budget;
(y) any agreement with or commitment entered into with any
Party;
(z) the agreement, termination or amendment of a Service
Level
Agreement;
(aa) any decision requiring the unanimous consent of the Board
as set
out elsewhere in the provisions of this Agreement;
(bb) the appointment of and any change in the Managing
Director;
(cc) the entry into loans or credit facilities of any kind not
in the
ordinary course of the Business;
(dd) the provision of additional working capital as provided for
in
section 5.01;
(ee) the giving or entry into any guarantees or indemnities by
the
Company;
(ff) the initiation of any legal proceedings in any jurisdiction
by
the Company or the defence or settlement of any legal
proceedings
or actions commenced against the Company; and
(gg) any decision to set up an employee share option plan in
accordance with the provisions of Clause 2.02(2).
(2) "SPECIAL QUORUM ACTION" shall mean any of the following
actions
undertaken by the Company:
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(a) effecting a transaction with any Interested Party
(including,
without limitation, a transaction with any shareholder of
the
Company, or in which such shareholder is an interested
party);
(b) the approval of a contract with a customer, supplier or
contractor to the Company where the annual value to the
Company
or cost to the Company or liability incurred by the Company
exceeds (pound)25,000; and
(c) the issue of loan notes as provided for in section 4.07.
(3) No Material Action shall be taken without the unanimous
consent of the
Board. No Special Quorum Action shall be taken without the
agreement
of one of the Directors appointed by each Shareholder.
(4) The Managing Director shall take all action within his power
to ensure
that:
(a) the Company does not violate the terms of any credit
facility it
has established with any lender;
(b) the Company complies, in all material respects with all
applicable laws, rules, regulations and orders applicable to
the
Company, its assets, or the Business including, without
detracting from the generality of the foregoing, the
maintenance
of any capital requirements or liquidity conditions imposed
under
any licence to which the Company may be subject and/or to
any
other regulatory or legal requirements or conditions to which
the
Company may be subject at the time;
(c) the Company observes and conforms to all applicable
requirements
of any governmental authorities relating to the conduct of
the
Business or the property and assets of the Company;
(d) the Company maintains and keeps in full force and effect
its
corporate existence and all licenses and permits necessary
to
ensure the proper conduct of the Business, including without
limitation, preserving and maintaining all of its
proprietary
rights;
(e) the Company maintains its useful assets in good working
order and
condition, and makes all necessary and needful repairs,
renewals,
replacements, additions and improvements thereto;
(f) the Company keeps proper books of records and accounts in
which
full, true and correct entries in accordance with generally
accepted accounting principles will be made of all dealings
or
transactions relating to its business and activities;
(g) the Company pays all of its obligations and liabilities when
due,
including (without limitation) all taxes, assessments,
annual
filing fees and governmental charges or levies imposed upon it
or
upon its income or profits or upon any property securing any
obligations under this Agreement, and maintains appropriate
reserves for the payment of the same in accordance with
generally
accepted accounting principles; provided, however, that
(unless
and until foreclosure, distraint, sale or other similar
proceedings shall have been commenced) nothing in this
section
shall require the Company to observe or conform to any
requirements of a governmental authority, or to pay any
obligation or liability, so long as the validity thereof shall
be
contested in good faith by appropriate proceedings
diligently
prosecuted and provided that provision is made for the
eventual
payment thereof in the event it is found that such are payable
by
the Company;
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(h) the Company maintains, with financially sound and
responsible
companies, insurance in such form and in such amounts and
against
such risks as is customarily carried by companies engaged in
the
same or a similar business and operating like properties,
including without limitation: (a) insurance on its
properties
against loss or damage by fire or other hazard, (b) adequate
insurance against liability on account of or damage or injury
to
persons and property and under all applicable workman's
compensation laws, and (c) directors' and officers'
liability
insurance in an amount consistent with applicable law;
(i) the Board of Directors of the Company furnishes to the
Shareholders prompt notice of all actions, suits and
proceedings
before any court, tribunal or governmental department,
commission, board, bureau, agency or instrumentality, domestic
or
foreign, materially affecting the Company or its business,
operations or properties;
(j) the Company complies with all of its obligations under
this
Agreement;
(k) no capital or operating expenditures of the Company not
included
in the Budget or the Business Plan are made without the
unanimous
consent of the Board; and
(l) written notice is given to the Shareholders of any failure
to
meet any of the obligations set forth in this section 3.04(3),
as
soon as the Managing Director becomes aware of such failure.
(5) The Managing Director shall further take all action within
his power
to:
(a) give prompt written notice of any material adverse change in
the
Business, conditions or operations, financial or otherwise,
of
the Company, with a statement setting forth details of such
a
material adverse change and the action of which the Company
proposes to take with respect thereto to the Board;
(b) promptly after the request of a Director, furnish to
such
Director such information regarding the conditions or
operations,
financial or otherwise, of the Company as such Director may
from
time to time reasonably request; and
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(c) give the Board written notice of any condition or event
which has
resulted or would with passage of time result in:
(i) a material adverse change in the Business or the conditions
or
operations of the Business or the Company, whether financial
or
otherwise;
(ii) a material breach or non-compliance with any term,
condition or
covenant of any material contract to which the Company is a
party
or by which it or its property or assets may be bound;
(iii) any litigation or proceedings affecting any of the
transactions
contemplated by this Agreement or affecting the Company which,
if
adversely determined, might have a materially adverse effect
upon
the financial conditions, business or operations of the
Company;
and upon the Company's receipt of any notice or process
service,
of any litigation or claims of any kind in excess of
(pound)25,000, initiated or asserted against the Company,
which
might subject the Company to liability, whether covered by
insurance or not;
(iv) any dispute between the Company and any governmental
regulatory
body or other party which might materially affect the
transactions contemplated by this Agreement or materially
interfere with the normal business operations of the Company;
or
(v) the imposition of any lien, levy, attachment or execution on
the
Business or the assets of the Company created or imposed by
any
governmental entity or any creditor.
(6) The Managing Director shall have the sole authority and
power to cause
the Company to do any action that is not a Material Action and
to make
any decision on behalf of the Company that does not relate to
a
Material Action or is specified as a decision for the Board
of
Directors in this Agreement. Except as limited by this
Agreement, the
Managing Director shall have the sole responsibility, authority
and
power to manage the Business and affairs of the Company.
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ARTICLE 4
PARTIES' CONTRIBUTIONS TO THE COMPANY
4.01 General: All IP whether created for or currently being used
by TWM and/or
the Winner Channel under the terms of the Winner Channel
Agreement, and
whether owned by the Parties each in their own right or jointly,
(including
customer data) shall be assigned, to the extent possible, or
licensed
royalty free to the Company by the relevant Party for an initial
term of
forty (40) years, and thereafter shall continue unless such
license is
terminated by either side on ten (10) year's notice being given,
provided
however that for the initial 40 year term Z4P shall not be
entitled to
terminate said license. Further, any IP created by either Party
under the
provisions of their respective Service Level Agreement or
commissioned by
the Company from any third party shall be the property of the
Company and
this shall, for the avoidance of doubt, include any
derivations,
modifications, enhancements or updates to IP that has been
licensed or
assigned by either Party to the Company.
4.02 TWM hereby agrees:
o to assign as far as is possible the TWM Client Contracts to
the
Company;
o to assign the Winner Channel stylised logo, associated artwork
and
trademarks or registrations, if any;
o to assign all personal customer data in its possession from
or
relating to Winner Channel customers; and
o to exclusively transfer the benefit of the UK casino remote
gambling
license currently operated by TWM to the Company.
For the avoidance of doubt, any license shall include any
necessary access
to source and object code that would enable the Company, if
necessary, to
support, update and operate such software without TWM's
involvement and TWM
will at the request of the Company provide such source and
object code to
the Company.
4.03 Z4P hereby agrees:
o to assign or license its Zonemas back office system and
future
versions thereof on a non-exclusive basis;
o to assign or license the generic software, artwork and
designs
embodied in all participation TV client-side betting
applications on a
non-exclusive basis, subject always to the provisions of Clause
10.01
of this Agreement;
o to assign or license MixTV's Director and Entertainment Game
server
and all middleware or other integration work for the provision
of PTV
services to the Winner Channel on a non-exclusive basis,
subject
always to the provisions of Clause 10.01 of this Agreement;
and
o to assign all customer data in its possession.
For the avoidance of doubt, any license shall include all
necessary access
to source and object code that would enable the Company, if
necessary, to
support, update and operate such software without Z4P's
involvement and Z4P
will at the request of the Company provide such source and
object code to
the Company.
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4.04 Each Party undertakes to provide services and contributions
to the Company
in the manner of that set out in the Service Level Agreements.
Each Party
agrees that the Board may at their discretion determine to issue
loan notes
at an interest rate of $US LIBOR plus 1.5% per annum, or such
other rate as
shall be determined at the time by the Board, in consideration
for the
payment of any fees owing to either Party under the provisions
of the
Service Agreements. The issue of such loan notes shall be
subject to the
obtaining of any required legal or regulatory consents by the
Board in
advance of the issue of such loan notes, the maintenance of any
capital
contribution requirements or liquidity conditions imposed under
any licence
or regulation to which the Company may be subject and to any
other
regulatory or legal requirements or conditions to which the
Company may be
subject at that time.
4.05 The Company shall initially finance its own employees
(initially the
Managing Director), and related overheads, and any other
activity as
described in the Business Plan. The Company shall have the
option at any
time to cease the services provided by the Parties, or either
one of them,
and to receive such services from third parties.
4.06 In the event that any service is terminated by the Board in
accordance with
the provisions of the relevant Service Level Agreement, the
Party whose
service is terminated shall make a cash contribution to the
Company of the
difference between the amount budgeted by the Company for the
Party's
service and the cost of the service provided by a substitute
service
provider.
ARTICLE 5
FINANCIAL MATTERS
5.01 CAPITAL
If the Company requires additional funds, the Board shall
convene and
arrive at a satisfactory decision on the matter. Any such
decision to
determine the mechanism under which additional funds are raised
shall
require the unanimous consent of the Board. Each Party hereby
covenants to
subscribe for sufficient capital or to provide sufficient funds
to the
Company to enable the Company to comply with any financing or
liquidity
ratios or licensing requirements imposed on the Company by any
regulatory
authority, regulation or legislation to which the Company is
subject, from
time to time.
5.02 PAYMENTS AND DISTRIBUTIONS
All funds from time to time available to the Company which in
the unanimous
opinion of the Board are not otherwise required for the
Company's purposes
and as are available for distribution in accordance with the
provisions of
the Act and any other legal or regulatory provisions the Company
may be
subject to at the time, including, without limitation, the
maintenance of
any capital contribution requirements or liquidity conditions
imposed by
any licence or regulation to which the Company may be subject
from time to
time, shall be paid, applied and distributed as follows:
(1) first, to the making of any payments which are due from the
Company to
any bank or lender other than a Shareholder;
(2) second, to the repayment of interest owing on loans from
Shareholders
to the Company, such payments to be made PRO RATA in accordance
with
the interest owing;
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(3) third, to the repayment of the principal amount of loans
from
Shareholders to the Company, such payments to be made PRO RATA
in
accordance with the principal amounts owing to each Shareholder;
and
(4) fourth, but subject to the other provisions of this
Agreement and the
Act, the balance shall be distributed to the Shareholders by way
of
dividends.
5.03 ACCOUNTANTS
All of the Shareholders, by unanimous agreement on a yearly
basis, shall
appoint the accountants of the Company and determine the
remuneration of
the same. The accountants of the Company shall have access to
all books,
accounts, records, vouchers, checks, papers and documents which
relate to
the Company, including those of the Shareholders.
5.04 BOOKS OF ACCOUNT
Subject to all applicable laws, and the Act, proper books of
accounts and
records
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