Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 87 327K
Issuer
2: EX-1.1 Underwriting Agreement 28 132K
3: EX-1.2 Form of Lock-Up Agreement 2 16K
4: EX-1.3 Master Agreement Among Underwriters 10 58K
5: EX-1.4 Selected Dealers Agreement 7 30K
6: EX-3.1 Articles of Incorporation of Pci 3 19K
7: EX-3.2 By-Laws, as Amended of Pci 17 65K
8: EX-3.3 Certificate of Incorporation 36 151K
9: EX-4.1 Pages From Articles of Incorporation and Bylaws 8 35K
10: EX-4.2 Specimen Common Stock Certificate 1 9K
11: EX-4.3 Underwriter's Common Stock Purchase Warrant 11 42K
12: EX-4.4 Investment Banking Agreement 7 50K
13: EX-4.5 Letter of Intent Dated March 31, 1997 5 29K
14: EX-4.6 Form of Subscription to Acquire Warrants 20 76K
15: EX-9.1 Shareholders and Voting Agreement 27 76K
16: EX-10.1 Business Loan Agreement 8 54K
22: EX-10.12 Endorsement Agreement 05/01/97 6 31K
23: EX-10.13 Standard Sublease 53± 210K
24: EX-10.14 Agency Relationship Agreement 2 14K
25: EX-10.16 Business Consulting Agreement 2± 14K
26: EX-10.17 Employment Agreement With Steven A. Lambrecht 8 44K
27: EX-10.18 Employment Agreement With Greg P. Lambrecht 9 47K
28: EX-10.19 Employment Agreement With Colin A. Jones 9 46K
17: EX-10.2 Asset Purchase Agreement 12/31/96 21 60K
29: EX-10.21 Settlement & Full Release of Equity 34 143K
30: EX-10.22 Stock Sales Agreement 06/20/97 4 22K
18: EX-10.3 Asset Purchase Agreement 12/31/96 21 61K
19: EX-10.4 Promissory Note Between C. Jones and Pci 2 16K
20: EX-10.5 Promissory Note Between G. Lambrecht and Pci 2 16K
21: EX-10.6 Management Agreement 01/01/97 4 24K
31: EX-11.1 Computation of Earnings Per Share 1 9K
32: EX-16.1 Response Letter From Semple & Cooper, LLP 1 11K
33: EX-21.1 Subsidiary List 1 9K
34: EX-27.1 Financial Data Schedule 1 12K
BUSINESS LOAN AGREEMENT
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Loan date: 9/5/96 Principal Amount: $110,000 Interest Rate: 36%
--------------------------------------------------------------------------------
Borrower: GREG P. LAMBRECHT Lender: GREG BARTON
AND ROSE HEARTS INC. AND/OR ASSIGNS
6925 216TH SW #N 17403 NE 45TH ST
LYNNWOOD, WA 98036 REDMOND, WA 98036
PROMISE TO PAY. GREG LAMBRECHT and ROSE HEART'S INC. ("BORROWER") Promises to
pay to GREG BARTON ("Lender"), or order, in lawful money of United States of
America, the principal amount of one hundred and ten thousand dollars
($110,000), with interest on the unpaid balance from September 5, 1996 and all
unpaid balances are due on May 5, 1998.
PAYMENT. Borrower will pay this loan in monthly payments of interest only on the
5th day of each month with the first payment paid in advance and the second
payment due on November 5, 1996. The monthly payments of interest only will be
calculated on a rate of 3% of the outstanding balance. Borrower will pay the
lender at lender's address shown above or at such other place as lender may
designate in writing. Unless otherwise agreed or required by applicable law,
payments will be applied first to unpaid interest, then to principal, and any
remaining amount to any unpaid collection costs and late charges.
INTEREST RATE. The interest rate of this loan is thirty six percent per annum
(36%) or three percent per month (3%).
PREPAYMENT. there are no prepayment penalties on this loan.
LATE CHARGE. If a payment is 10 days or more late, borrower will be charged
5.00% of the regularly scheduled payment.
DEFAULT. borrower will be in default if any of the following happen: (A)
Borrower fails to make any payment when due. (B) Borrower breaks any promise
Borrower has made to lender, or Borrower fails to perform promptly at the time
and strictly in the manner provided in this note or any agreement related to
this Note, or in any other agreement made between Borrower and Lender. (C)
Borrower defaults under any loan, extension of credit, security agreement,
purchase or sales agreement, or any other agreement, in favor of any other
creditor or person that may materially affect any of the borrower's property or
Borrower's ability to repay this note or perform Borrower's obligations under
this Note or any of its related Documents. (D) Any representation or statement
made or furnished to Lender by Borrower or on Borrower's behalf is false or
misleading in any material respect. (E) Borrowers become insolvent, a receiver
is appointed or any part of borrower's property, Borrower makes an assignment
for the behalf of creditors, or any proceeding is commenced either by Borrower
or against Borrower under bankruptcy or insolvency laws. (F) Any creditor tries
to take any of borrower's property on or in which Lender has a lien or security
interest. This includes a garnishment of any of Borrower's accounts. (G) Any of
the events described in this default section occurs with respect to the
guarantor of this Note. (H) Lender in good faith deems itself insecure.
If any default, other than a default in payment, is curable and if the Borrower
has not given notice of a breach of the same provision of this note within the
preceding twelve months, it may be cured (and no event of default has occurred)
if Borrower, after receiving written notice from Lender demanding cure of such
default: (a) cures the default within fifteen days (b) if the cure requires more
than fifteen days, immediately initiates steps which Lender deems in Lender's
sole discretion to be sufficient to cure the default thereafter continues and
completes all reasonable and necessary steps sufficient to produce compliance as
soon as reasonably practical.
LENDERS RIGHTS, upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then the Borrower will pay that amount. Upon default, including
failure to pay upon final maturity, Lender, a its option, may also, if permitted
under applicable law, increase the rate to 48% per annum. Lender may hire or pay
someone to help collect this note if borrower does not pay. Borrower also will
pay Lender that amount. This includes, subject to any limits under applicable
law, Lenders attorneys fees and legal expenses whether or not there is a
lawsuit, including attorney's fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction), Bank
administrative fees and costs, in addition to all other sums provided by law.
This note has been delivered to Lender and accepted by Lender in the state of
Washington. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Snohomish county, the state of
Washington. This Note shall be Governed by and construed in accordance with the
laws of the state of Washington.
COLLATERAL. This note is secured by a Security Agreement dated September 3, 1996
and filed with the state of Washington.
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as a maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that the
Lender may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action deemed
necessary by Lender without the consent of or notice to anyone.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF
A COMPLETED COPY OF THE NOTE.
BORROWER:
ROSE HEARTS INC.
BY: /s/ Greg P. Lambrecht, President
----------------------------------
GREG P. LAMBRECHT, PRESIDENT
CO-BORROWER AND GUARANTOR:
BY: /s/ Greg P. Lambrecht
----------------------------------
GREG P. LAMBRECHT
State of Washington
County of Snohomish
On this day personally appeared before me James B. Stanley
Greg P. Lambrecht
Given under my hand and official seal this
third day of September 1996
James B. Stanley [SEAL]
LASER PRINTED FORM
PLEASE TYPE FORM - IF AN ERROR IS MADE, CORRECT ALL COPIES
This UCC-1 FINANCING STATEMENT is presented for filing pursuant to the
WASHINGTON UNIFORM COMMERCIAL CODE, chapter 62A. 9 RCW, to perfect a security
interest in the below named collateral.
Filing Fee: $12.00
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1. DEBTOR(S) Xxxxxx: 2. FOR OFFICE USE ONLY--DO NOT
[ ] PERSONAL xxx________________ WRITE IN THIS BOX
[ ] FILING: 91-T448488
XXX_______________
XXX_______________
ROSE HEARTS, INC XXX_______________
6925 216TH SW #N
LYNNWOOD, WA 98036
TRADE NAME, DBA, AKA:
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3. SECURED PARTNER(S) (Name and address) 4. ASSIGNEES
GREG BARTON AND/OR ASSIGNS
17403 NE 45TH ST
REDMOND, WA 98036
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5. CHECK ONLY IF APPLICABLE:
[ ] [X] Products of Collateral are also covered
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6. NUMBER OF ADDITIONAL SHEETS PRESENTED:
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7. THE FINANCING STATEMENT
All Inventory, Accounts, Contract Rights and Equipment; whether any of the
foregoing is owned now or acquired later; all addsessions, additions,
replacements, and substitutions relating to any of the foregoing; all records of
any kind relating to any of the foregoing; all proceeds relating to any of the
foregoing (including insurance, general intangibles and accounts proceeds)
--------------------------------------------------------------------------------
8. RETURN ACKNOWLEDGEMENT COPY 9. FILE WITH:
UNIFORM COMMERCIAL CODE
GREG BARTON AND/OR ASSIGNS DEPARTMENT OF LICENSING
17403 NE 45TH ST P.O. BOX 9686
REDMOND, WA 98036 OLYMPIA, WA 98507-9665
MAKE CHECKS PAYABLE TO THE
DEPARTMENT OF LICENSING
------------------------------------
10. FOR OFFICE USE ONLY: IMAGES TO
BE FILMED [ ]
--------------------------------------------------------------------------------
11. If
a. [ ]
b. [ ]
c. [ ]
d. [ ]
--------------------------------------------------------------------------------
12. DEBTOR NAME AND SIGNATURE(S) 13. SECURED PARTY NAME(S) AND SIGNATURE
ROSE HEARTS, INC. CITY BANK
-------------------------------------- ----------------------------------------
TYPE NAME OF DEBTOR(S) AS IT APPEARS TYPE NAME(S) OF SECURED PARTY(IES) AS IT
IN BOX 1. APPEARS IN BOX 3 OR 6.
/s/ Greg P. Lambrecht
-------------------------------------- ----------------------------------------
SIGNATURE(S) OF DEBTOR(S) SIGNATURES) OF SECURED PARTY(IES)
-------------------------------------- ----------------------------------------
SIGNATURE(S) OF DEBTOR(S) SIGNATURES) OF SECURED PARTY(IES)
FORM APPROVED FOR USE IN THE STATE OF WASHINGTON
State of Washington
County of Snohomish
On this day personally appeared before me James B. Stanley
Greg P. Lambrecht
Given under my hand and official seal this
third day of September 1996
James B. Stanley [SEAL]
BUSINESS LOAN AGREEMENT
--------------------------------------------------------------------------------
Loan date: 9/5/96 Principal Amount: $110,000 Interest Rate: 36%
--------------------------------------------------------------------------------
Borrower: CAN-AM INTERNATIONAL Lender: GREG BARTON
INVESTMENT CORP AND/OR ASSIGNS
APT 606-888 PACIFIC BLVD 17403 NE 45TH ST
VANCOUVER, BC V6Z 1S4 REDMOND, WA 98036
PROMISE TO PAY, CAN-AM INTERNATIONAL INVESTMENT CORP ("BORROWER") Promises to
pay to GREG BARTON ("Lender"), or order, in lawful money of United States of
America, the principal amount of one hundred and ten thousand dollars
($110,000), with interest on the unpaid balance from September 5, 1996 and all
unpaid balances due on May 5, 1998.
PAYMENT. Borrower will pay this loan in monthly payments of interest only on the
5th day of each month with the first payment paid in advance and the second
payment due on November 5, 1996. The monthly payments of interest only will be
calculated on a rate of 3% of the outstanding balances. Borrower will pay the
lender at lender's address shown above or at such other place as lender may
designate in writing. Unless otherwise agreed or required by applicable law,
payments will be applied first to unpaid interest, then to principal, and any
remaining amount to any unpaid collection costs and late charges.
INTEREST RATE. The interest rate of this loan is thirty six percent per
annum(36%) or three percent per month(3%).
PREPAYMENT. There are no prepayment penalties on this loan.
LATE CHARGE. If a payment is 10 days or more late, borrower will be charged
5.00% of the regularly scheduled payment.
DEFAULT. Borrower will be in default if any of the following happen: (A)Borrower
fails to make any payment when due. (B) Borrower breaks any promise Borrower has
made to lender, or Borrower fails to perform promptly at the time and strictly
in the manner provided in this note or any agreement related to this Note, or in
any other agreement made between Borrower and Lender. (C) Borrower defaults
under any loan, extension of credit, security agreement, purchase or sales
agreement, or any other agreement, in favor of any other creditor or person that
may materially affect any of the borrower's property or Borrowers ability to
repay this note or perform Borrower's obligations under this Note or any of its
related Documents. (D) Any representation or statement made or furnished or
Lender by Borrower or on Borrower's behalf is false or misleading in any
material respect. (E) Borrowers become Insolvent, a receiver is appointed for
any part of borrower's property, Borrower makes an assignment for the behalf of
creditors, or any proceeding is commenced either by Borrower or against Borrower
under bankruptcy or insolvency laws. (F) Any creditor tries to take any of
borrowers property on or in which Lender has a lien or security interest. This
includes a garnishment of any of Borrowers accounts. (G) Any of the events
described in this default section occurs with respect to the guarantor of this
Note. (H) Lender in good faith deems itself insecure.
If any default, other than a default in payment , is curable and the borrower
has not given notice of a breach of the same provision of this note within the
preceding twelve months, it may be cured (and no event of default has occurred)
if borrower, after receiving written notice from Lender demanding cure of such
default: (a) cures the default within fifteen days (b) if the cure requires more
than fifteen days, immediately initiates steps which Lender deems in Lender's
sole discretion to be sufficient to produce compliance as soon as reasonably
practical.
LENDERS RIGHTS, upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then the Borrower will pay that amount. Upon default, including
failure to pay upon final maturity, Lender, at its option, may also, if
permitted under applicable law, increase the rate to 48% per annum. Lender may
hire or pay someone to help collect this note if borrower does not pay. Borrower
also will pay Lender that amount. This includes, subject to any limits under
applicable law, Lenders attorneys fees and legal expenses whether or not there
is a lawsuit, including attorney's fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or
injunction), Bank administrative fees and costs, in addition to all other sums
provided by law. This Note has been delivered to Lender and accepted by Lender
in the state of Washington. If there is a lawsuit, Borrower agrees upon Lender's
request to submit to the jurisdiction of the courts of Snohomish county, the
state of Washington. This Note shall be Governed by and construed in accordance
with the laws of the state of Washington.
COLLATERAL. This note is secured by a Security Agreement dated September 3, 1996
and filed with the state of Washington
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this note without losing them. Borrower and any other person who
signs, guarantees of endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as a maker, guarantor, accommodation maker,
or endorser, shall be released from liability. All such parties agree that the
Lender may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action deemed
necessary by Lender without the consent of or notice to anyone.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THIS NOTE AND ACKNOWLEDGES RECEIPT OF
A COMPLETED COPY OF THIS NOTE.
BORROWER:
J & M WHOLESALE LTD.
BY: /s/ Colin Andrew Jones, President
-----------------------------------
COLIN ANDREW JONES, PRESIDENT
CO-BORROWER AND GUARANTOR
BY: /s/ Colin Andrew Jones, President
-----------------------------------
COLIN ANDREW JONES, PRESIDENT
State of Washington
County of Snohomish
On this day personally appeared
before me James B Stanley
x____________________________
Given under my hand and Official Seal
this 4th day of September 1996
/s/ James B Stanley [SEAL]
-------------------------------
Greg Barton LOAN AGREEMENT
17403 NW 45th St U.S. DOLLARS
Redmond, Washington, D.C.
98052
Date: 13Aug1996
(hereafter called the "Lender") Loan Amount: 0
________________________________________________________________________________
Member's Name: CAN-AM INTERNATIONAL INVESTMENT CORP Bus. Phone:
Member's Name: Bus. Phone:
Address: APT 505 - 655 Pacific Blvd Res. Phone: 604 435-1705
VANCOUVER BC VEZ 134
(hereafter called the borrower)
Member's Name: Bus. Phone:
Member's Name: Bus. Phone:
Address: Res. Phone: 604 435-1705
Member's Name: Bus. Phone:
Member's Name: Bus. Phone:
Address: Res. Phone:
--------------------------------------------------------------------------------
IN CONSIDERATION of Greg Barton, ____________________, establishing a Personal
Loan the borrower and agreeing to lend to the Borrower up to the amount shown as
the authorized limit, the Borrower acknowledges and agrees to be bound by the
terms conditions set forth herein.
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* Date of Agreement: | |
(please complete)
[Enlarge/Download Table]
Authorized Limit: $ 110,000.00 US $ Prime A Lending Rate (as of Today's date): 6.000 %
Annual Percentage Rate: 36.0% % per annum. Loan Interest Rate: Prime A Lending Rate Plus 30.000 %
Loan Interest Rate: (as at today's date): 36.000 %
Monthly Payments: Interest Only
|x| A deposit equal to or greater than the interest charged on the preceding
month's statement is due during the following calendar month
| | At least % of the Closing Monthly Balance to be deposited during
the following calendar month.
--------------------------------------------------------------------------------
TERMS AND CONDITIONS
1. ######################################################################### x
######################################################################### x
2. The daily outstanding balance of the Loan shall bear interest at the
Interest Rate shown above, compounded monthly and calculated daily. if in
default, the interest rate will be 48%
3. The Member shall make monthly payments as shown above, and authorizes Greg
Barton to debit the Account or any other Member accounts for the amount of
the payment plus accrued interest when the sum becomes payable or overdue.
4. The outstanding Balance of the Loan together with all accrued interest,
shall be payable ON DEMAND.
--------------------------------------------------------------------------------
EXECUTION
IN WITNESS WHEREOF the member (or if the member is in a corporation, the
authorized signatory on behalf of the Member) has executed this Agreement as of
the Date set out above.
****THIS LOAN IS NEGOTIATED IN U.S. Dollars****
-------------------------------- ------------------------------
INTERNATIONAL INVESTMENTS CORP Witness As To All Signatures
--------------------------------
Authorized Signatory
State of Washington
County of Snohomish
On this day personally appeared
before me James B Stanley
x
--------------------------------
Given under my hand and Official Seal
this 4th day of September 1996
x
--------------------------------
James B Stanley
5. If the Loan is insured by a mortgage of land, Westminster shall be
obligated to make advances and re-advances of the Loan until Westminster
shall have demanded payment of the outstanding balance. If the loan is not
secured by a mortgage of land, Westminster shall not be obliged to advance
or re-advance the Loan or any portion thereof.
6. If there are sufficient funds in the Account to pay any cheque or other
item ("the item") drawn on the Account, Westminster shall treat the item as
a request for an advance or re-advance of the loan. Westminster will not be
required to pay any item if the Loan exceeds the authorized Limit or if
payment would result in the Loan exceeding the Authorized Limit. If
Westminster pays an item while the Authorized Limit is exceeded or which
causes the Authorized Limit to be exceeded, the amount so paid in excess of
the Authorized Limit shall be a loan to the Member, bear interest at the
Unauthorized Overdraft Rate as established by Westminster from time to
time, and be subject to these terms and conditions.
7. If the Interest Rate is described in relation to "Prime A Lending Rate":
(a) the "Prime A Lending Rate" will be reviewed and may change daily
with changes to B.C. Central Credit Union's Prime Lending Rate.
(b) a certificate of an executive officer of Westminster as to the
Prime Lending Rate in effect at any time shall be conclusive evidence
thereof.)
(c) Westminster shall not be obligated to give the member notice of
any changes in the Prime Lending Rate.
8. Westminster may at any time without notice to the Member, suspend or cancel
access to the Loan, without affecting the Member's obligations hereunder.
9. Westminster may at any time upon notice to the Member, change the
Authorized Limit or the Interest Rate.
10. The Member shall pay all legal or other fees and costs in connection with
the preparation, registration, or enforcement of this agreement or any
security given in support thereof.
11. Notice to the Member may be sent by ordinary mail addressed to the Member
at the Member's then current address in Westminster's records, and shall be
deemed to have been received on the third business day following the date
of mailing.
12. If more than one person or corporation signs this Agreement, all promises
and agreements of the member shall be joint and several.
13. This Agreement may not be assigned by the member and shall enure to the
benefit of Westminster and it's successors and assigns, and shall be
binding upon the members and the heirs, executors, and administrators of
the Member, as the case may be.
[Enlarge/Download Table]
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STATEMENT OF COST OF BORROWING FURNISHED PURSUANT TO THE CONSUMER PROTECTION ACT
AND REGULATIONS IN RESPECT OF VARIABLE CREDIT
1. INTEREST RATE CHARGED PER ANNUM ON THE CLOSING DAILY BALANCE CALCULATED AND COMPOUNDED MONTHLY, NOT IN ADVANCE
2. IF AN AMOUNT IS OUTSTANDING FOR LESS THAN A MONTH, INTEREST IS CHARGED AT THE STATED FOR THE NUMBER OF DAYS
THAT THE AMOUNT IS OUTSTANDING.
3. THE COST EXPRESSED IN DOLLARS AND CENTS IN AN ILLUSTRATIVE SCHEDULE OF AMOUNTS OF OUTSTANDING BALANCES AND
CORRESPONDING CHARGES FOR THE COST OF BORROWING IS AS FOLLOWS:
10% 11% 12% 13% 14% 15% 16% 17%
Cost of Cost of Cost of Cost of Cost of Cost of Cost of Cost of
Borrowing Borrowing Borrowing Borrowing Borrowing Borrowing Borrowing Borrowing
Loan Number For For For For For For For For
Balance Of Days The Period The Period The Period The Period The Period The Period The Period The Period
$ 50.00 10 $ .14 $ .15 $ .16 $ .18 $ .19 $ .21 $ .22 $ .23
50.00 20 .27 .30 .32 .36 .38 .41 .44 .47
50.00 30 .41 .45 .49 .53 .58 .?? .66 .70
100.00 40 .27 .30 .33 .34 .38 .41 .44 .47
100.00 50 .55 .60 .66 .71 .77 .82 .88 .93
100.00 60 .82 .90 .99 1.07 1.15 1.23 1.32 1.40
-------------------------------------------------------------------------------------------------------------------
Greg Barton LOAN INDEMNITY AGREEMENT
17403 NW 45th St PERSONAL GUARANTEES
Redmond, Washington, D.C.
98052 Date: 13Aug1996
Loan Amount: 0
(hereafter called the "Lender") Loan Number: 0
--------------------------------------------------------------------------------
Borrower: CAN-AM INTERNATIONAL INVESTMENT CORP Birthdate:
Indemnitor's Birthdate:
Address: APT 606 - 888 Pacific Blvd
VANCOUVER BC VEZ 154
Indemnitor: J&M Wholesale Ltd. and Birthdate:
Indemnitor's Colin Andrew Jones Birthdate:
Address: Unit 110 B 4663 Byrne Rd
BURNABY BC
(hereafter called the Indemnitors) Birthdate:
Birthdate:
Address:
--------------------------------------------------------------------------------
In this Indemnity Agreement "you" and "your" mean the indemnitor and
"we" and "us" mean Greg Barton
--------------------------------------------------------------------------------
TYPE OF LOAN
This Indemnity relates to the following loan (the "Loan") to be made by us to
the Borrower
Personal Loan In the amount of: $110,000.00 US Dollars Rate: 36.00 per annum(%
[ ] Limitation * Notwithstanding any term or condition herein. the amount for
which the indemnitor shall be liable is limited to $_________________ together
with interest thereon at the Loan Rate from the date of demand until payment or
judgement.
--------------------------------------------------------------------------------
INDEMNITY
1. Indemnity - You will indemnify us and hold us harmless against all losses,
costs, expenses and damages relating to or arising out of, our making the
Loan, including principal monies advanced and re-advanced, interest,
costs, charges and expense due to us in connection with the Loan (and
whether or not recoverable by us from the Borrower).
2. Further Terms and Conditions - You agree to be bound by the Further Terms
and Conditions appearing on the reverse, which form a part of this
indemnity.
3. Acknowledgement and Waiver - You hereby acknowledge receiving a copy of
this Indemnity, a copy of the document(s) evidencing the Loan and a copy
of any security agreement securing the Loan and you hereby waive the right
to receive a copy of any financing statement, financing change statement,
or verification statement in respect of any security agreement securing
the Loan or any amendment thereto.
--------------------------------------------------------------------------------
EXECUTION
IN WITNESS WHEREOF the Indemnitor (or if the Indemnitor is a corporation, the
authorized signatory on behalf of the Indemnitor) has executed this Agreement as
of the Date set out above.
------------------------- ----------------------------
Witness as To All Signatures
/s/ Colin Andrew Jones
---------------------- -------------------------
J & M Wholesale LTD Colin Andrew Jones
and
(Personal Capacity)
----------------------
Authorized Signatory
State of Washington
County of Snohomish
On this day personally appeared
before me James B Stanley
x
------------------------
Given under my hand and Official Seal [seal]
this 4th day of September 1996
/s/ James B Stanley
------------------------
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 5/5/98 | | 1 | | 4 | | | None on these Dates |
| Filed on: | | 6/25/97 |
| | 11/5/96 | | 1 | | 4 |
| | 9/5/96 | | 1 | | 4 |
| | 9/3/96 | | 2 | | 5 |
| List all Filings |
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