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EXHIBIT 10.9
AGREEMENT
The trustees (Messrs. John Matthew Ashwood
and Lim Boon Huey, the "Trustees"),
holding all outstanding and issued shares
in KGC on behalf of the parties
hereto, will transfer within 5 business
days to NHTC 51,000 Shares representing
51% and to Bannks 49,000 Shares
representing 49% of the total outstanding and
issued share capital of KGC effective as of
the Effective Date (as hereinafter
defined). NOW THEREFORE, the parties hereby
agree as follows:
1. NHTC shall have a majority on the board
of directors of KGC as long as NHTC
holds 51% or more of the Shares. NHTC
agrees to vote to elect as Directors of
KGC at all times during the term of this
Agreement at least one representative
of Bannks, nominated by Bannks (the "Bannks
Director").
2. The parties agree, that any resolutions
by the board of directors or of the
meeting of the shareholders of KGC on the
following matters shall require the
express affirmative vote of the Bannks
Director and/or Bannks, respectively, as
the case may be:
-
amendment of the Company's charter of KGC;
-
a
sale, merger or consolidation of KGC or a sale of all or
substantially all of its assets;
-
the
purchase or other acquisition of, or joint venture with,
another
company or business or a purchase of all or substantially all of
the
assets thereof;
-
the
disposition of any litigation on matters not in the ordinary
course of business;
-
any
material change in the business of KGC;
-
the
issuance, redemption or purchase of any shares of capital stock
or other securities exercisable or exchangeable for, or
convertible
into, shares of capital stock of KGC;
-
the
payment of any dividend;
-
making of loans to, or guarantying the indebtedness of, any
other
person or entity;
-
any
transaction in which control of KGC is transferred;
-
appointment of the Chief Financial Officer ("CFO"); and
-
the
liquidation, dissolution, re-capitalization or reorganization
of
KGC.
The board of directors will delegate the
obligation to run the day-to-day
operations (Geschaeftsfuerung) pursuant to
art. 716b of the Swiss Code of
Obligations to the management of KGC.
3. Bannks shall be solely responsible for
the day-to-day operations of the
business (Geschaeftfuehrung) of KGC in
compliance with applicable law, including
keeping and causing KGC to keep the
database of distributors confidential in
accordance with constant business practice
in the network marketing business.
KGC shall employ a CFO, which is an English
speaking, experienced financial
executive familiar with U.S. generally
accepted accounting principles and the
reporting requirements of U.S. securities
laws, including th
