Amendment to Registration of Securities of a Small-Business Issuer — Form 10-SB Filing Table of Contents
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1: 10SB12G/A Amendment to Registration of Securities of a HTML 725K
Small-Business Issuer
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 19K
3: EX-10.1 Material Contract HTML 34K
11: EX-10.10 Material Contract HTML 79K
12: EX-10.11 Material Contract HTML 78K
13: EX-10.12 Material Contract HTML 53K
14: EX-10.13 Material Contract HTML 79K
15: EX-10.14 Material Contract HTML 22K
16: EX-10.15 Material Contract HTML 25K
4: EX-10.2 Material Contract HTML 30K
17: EX-10.22 Material Contract HTML 38K
18: EX-10.23 Material Contract HTML 43K
19: EX-10.24 Material Contract HTML 43K
20: EX-10.28 Material Contract HTML 44K
21: EX-10.29 Material Contract HTML 64K
5: EX-10.3 Material Contract HTML 42K
22: EX-10.30 Material Contract HTML 18K
23: EX-10.33 Material Contract HTML 46K
6: EX-10.4 Material Contract HTML 80K
7: EX-10.5 Material Contract HTML 22K
8: EX-10.6 Material Contract HTML 18K
9: EX-10.8 Material Contract HTML 19K
10: EX-10.9 Material Contract HTML 23K
24: EX-21 Subsidiaries of the Registrant HTML 9K
Phage
Therapeutics International Inc., a body corporate, duly incorporated under the Laws of the state of Florida, United States of America, having its head office situated at
22116 - 23rd Drive SE, Bothell, WA98021
(hereinafter
called the "Corporation")
OF THE FIRST PART
AND:
Stealth
Investments Corp., a body corporate, duly incorporated under the laws of the Province of British Columbia, having its head office at 666 Burrard Street #1300, Vancouver, BC V6C 3J8;
(hereafter
called the "Manager")
OF THE SECOND PART
WHEREAS:
1.
The
Corporation is engaged in the Bio-Technology industry and requires the services of a manager to fulfill the day-to-day responsibilities imposed on the Corporation; and
2.
The
Manager has agreed to act as Manager of the Corporation;
NOW
THEREFORE THIS AGREEMENT WITNESSETH that for and in consideration of the premises, the mutual covenants and agreements herein contained the parties hereto hereby agree as follows:
1.
The
Corporation hereby agree to retain the services of the Manager.
2.
The
retention of the Manager shall be for a month to month period commencing September 1, 1998, and continuing thereafter from year to year unless and until terminated as
hereinafter provided.
3.
The
Manager shall serve the Corporation and any subsidiaries from time to time owned by the Corporation in such capacity or capacities and shall perform such duties and exercise
such powers as may from time to time be determined by Resolution of the Board of Directors of Corporation.
4.
Subject
to the control vested in the Board of Directors with respect to the activities of the Manager, the Manager shall have from the date of commencement of this Agreement, the
authority and responsibility to deal with the following subject matters:
a.
maintaining
the services of accounting and legal professionals for the purposes of reviewing all prospects introduced to the Corporation for investment or participation;
b.
arranging
for and securing financing for the Corporation as may be permitted by regulatory bodies;
c.
arranging
for timely disclosure of all material facts in the affairs of the Corporation, such as regulatory filings, timely financial disclosures and issuance of News Releases;
d.
establishing
and maintaining suitable banking relations;
e.
ensuing
the maintenance of proper accounting records and compiling monthly statements of the source and application of funds;
f.
arranging
for payment of all payables of the Corporation and/or any subsidiaries;
g.
perusing
and replying to all corporate inquiries and correspondence;
h.
securing
and obtaining for the benefit of the Corporation competent tax advice, legal advice and services and accounting services; and
i.
all
such other duties as may be imposed upon the Manager from time to time due to the nature of the Corporation's business.
5.
The
remuneration of the Manager for his services hereunder shall be at the rate of $10,000 US per month for a term of one year (together with any such increments thereto as the
Board of Directors of the Corporation may from time to time a lot) payable in equal monthly installments in advance of the first business day of each calendar month, the first such installment to be
payable on the first day of March, 1999.
6.
The
Manager shall be reimbursed for all traveling and out-of-pocket expenses actually and properly incurred by it in connection with its duties hereunder. In respect of expenses,
the Manager shall provide statements and vouchers to the Corporation as and when required by it.
7.
The
terms "subsidiary" and "subsidiaries" as used herein mean any corporation or Corporation of which more than 50% of the outstanding shares carrying voting rights at all times are
for the time being owned by or held for the benefit of the Corporation and include any corporation or company in like relation to a subsidiary.
8.
Any
notice required or permitted to be given hereunder to the Manager or to the Corporation shall be given by registered mail, postage prepaid, addressed to the Manager or the
Corporation at their respective registered offices from time to time in existence. Any notice mailed as aforesaid shall be deemed to have been received y the Addressee on the second business day
following the date of mailing.
9.
This
Agreement may be terminated:
a.
by
the Manager or sixty (60) days written notice to the Corporation; or
b.
by
the Corporation on sixty (60) days written notice to the Manager.
10.
The
provisions of the Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington.
11.
This
Agreement may be executed by facsimile and in any number of counterparts with the same effect as if all parties to this Agreement had signed the same document and all
counterparts will be construed together and will constitute one and the same instrument, and any facsimile signature shall be taken as an original.
IN
WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be executed, as of the day and year first above written.
