888-341-0615
 

THIS AGREEMENT is made and entered into this _____________day of ______________ 2003, by and between California First Holdings, Inc., a California corporation, (hereinafter referred to as "CFH") and, _________________a California corporation, (hereinafter referred to as "Client") being represented herein by ____________, its President, who acts as the sole representative of a majority of the shareholders of the Client, pursuant to Shareholder Resolution, duly adopted, attached hereto and made a part hereof by reference:

WHEREAS: CFH is in the business of offering its services as Nominee Director to U.S. Corporations and;

WHEREAS, Client desires the services that CFH offers, Client does hereby nominate, authorize and appoint CFH, to act as the Nominee Director of Client, and CFH agrees to accept such appointment under the following terms and conditions.

NOW THEREFORE: CFH and Client agree as follows:

A. Term: That CFH shall act as Nominee Director on behalf of Client for a period of one year, commencing upon the date of the execution of this Agreement and continuing until the anniversary date of this Agreement. This Agreement may be renewed or extended by the adoption of a Shareholder Resolution, adopted by a majority of the shareholders of Client and presented in writing, to CFH, within thirty (30) days of the expiration of the original term of this Agreement, or any extensions thereof. This Agreement may be terminated unilaterally, by either party hereto, upon delivery of a thirty (30) day written notice of unilateral termination to the other party hereto by certified mail, sent to the address of record, as hereinafter defined. Unilateral termination shall not give rise to a return of any fees paid to CFH, as hereinafter described.

B. Compensation: Client hereby agrees to pay CFH a base fee of Two-Hundred and Fifty ($250.00) United States Dollars for its services as Nominee Director for the initial one year term of this Agreement. (Ordinary services are described in Section C1-C3.  Services performed pursuant to sections C4, C5 and any other services required or requested by Client, shall be termed as extraordinary services.) The performance of extraordinary activities performed by CFH, upon request and on behalf of Client, are subject to a US$35 processing fee and/or a US$100 hourly fee, unless otherwise agreed to in writing between the parties hereto. For each renewal or extension period of this Agreement, CFH shall notify Client, in writing, thirty (30) days prior to the expiration date, of any fee increase it will require for the renewal or extension period.

C. Duties: The services to be performed by CFH shall include, but are not limited to the following;

1.      to prepare and submit all governmental & regulatory filings and reports on a timely basis;

2.      to monitor, banking and financial accounts and activities, resolving discrepancies as necessary;

3.      to exercise discretionary authority under parameters described and defined by Client, which may be required.from time to time;

4.      to perform any lawful, extraordinary activities as required by Client from time to time, and;

5.      to undertake any other reasonable action to ensure legal and sound operation of Client

D. Warranties: CFH fully warants the confidentiality and actions of its officers and employees in conjunction with its services as a Nominee Director of Client. Further, the Directors, Officers, and shareholders of Client agree to hold harmless and indemnify the Nominee Director for all actions undertaken on behalf of Client in conjunction with this Agreement for services, save for actions of fraud and deceit.

E. Taxes: Clients acknowledges and recognizes that even though there is no tax on corporate income in the State of California, all income of Client is subject to the reporting requirements of the Internal Revenue Code as amended. Client acknowledges and agrees to furnish the Nominee Director with fully completed tax returns, ready for signature and filing, no later than March 1st of each calendar year. If Client desires CFH to prepare the tax returns for filing, Client agrees to furnish CFH with all required income and expense information no later than the last day of February of each calendar year. Simple tax returns will be prepared at a cost of $250.00 and for more complicated returns, CFH will furnish a written quote to Client for its written approval prior to commencing any work. In the event Client fails to provide CFH with the completed tax return, or fails to provide the required information for CFH to prepare the tax return by the first day of March of each calendar year, an extension will be applied for and an automatic fee of $100.00 will be charged to Client's account.

Client must make installment payments of estimated tax if it expects its estimated tax (income tax minus credits) to be $500.00 or more. The installments are due by the 15th day of the 4th, 6th, 9th and 12th month of the tax year. If Client is required to make estimated installment payments and desires CFH to make the payments, Client agrees to provide CFH with the amount of the installment payment and payment authorization 15 days prior to installment payment date. Upon receipt of amount of installment and authorization, CFH will prepare the forms and make the deposit. The fee for this service is $50.00 per installment.

Failure to comply will result in the resignation of CFH as Nominee Director, cancellation of the contracts and notification of resignation to be filed with the Secretary of State.

F. Annual Minutes: Client acknowledges and agrees to provide CFH with completed annual minutes within fifteen (15) days of the incorporation anniversary date. If Client desires CFH to prepare the annual minutes the fee for this service will be $75.00. In the event Client fails to provide annual minutes within fifteen (15) days of the incorporation anniversary date, Client authorizes CFH to prepare the annual minutes and an automatic fee of $75.00 will be charged to Client's account.

G. Authority to Invest Funds: If there is no activity in the account for one (1) year, Nominee Director has the authority to deposit funds into an interest bearing account. Client will be required to provide thirty (30) days written notice to transfer funds into checking account.

H. Integration: The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreement other than those herein expressed.

I.                   Entire Agreement:  This Agreement embodies the entire agreement and

understanding of the parties hereto and unless expressly stated herein, there are no further or other agreements, written or oral, in effect between the parties hereto relating to the subject matter of this Agreement

.           J.  Modification only in Writing This instrument and the agreements contained herein may be amended or modified only by written document, form time to time and signed by the party to be charged.

K. No Relationship Created: Nothing herein shall be deemed or construed to create a partnership, trust or joint venture between the parties hereto and each party is an independent contractor. The parties hereto agree (i) that CFH is neither an agent nor an employee of Client and may not be construed as such by reason of this Agreement and (ii) that Client is not an agent or employee of CFH.

L. Supplementary Instruments: Client shall, upon request of CFH, duly execute and deliver to CFH any instruments or documents and do all things which are required by counsel to CFH to carry into effect the provisions of this Agreement, including, but not limited to, the execution of separate endorsements, assignments, releases and powers of attorney.

M. Notices: All notices, requests, demands or other communications hereunder shall be in writing and shall be delivered in person or by United States Mail, certified or registered, with return receipt requested, or otherwise actually delivered.

or such other addresses as the parties hereto have furnished in writing per the terms of this Agreement.

N. Severability: Whenever possible, each provision of this Agreement shall be incorporated in such manner as to be effective and valid under applicable law but, if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

O. Assignability: This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Client shall not assign this Agreement nor any rights hereunder, without limitation, without the prior express written consent of CFH. Client shall not delegate any duty hereunder, without limitation, without the prior written consent of CFH.

1.      Respective Successor: In the event of the demise of Client and upon the successful presentation of sufficient documentation or other such verification as described hereunder, CFH shall recognize without prejudice _______________________________________ (hereinafter referred to as "Beneficiary"), as the respective successor of Client.

2.      Verification: Beneficiary shall present the following documentation and other such verification as described hereunder to CFH upon the demise of Client for assignment of this Agreement:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

N. Attorney Fees and Costs: Should any party hereto institute legal proceedings to interpret or enforce any term or provision hereof, then the prevailing party in such action or proceeding shall be entitled to collect from the losing party all costs and expenses incurred in connection with or as a result thereof, including, but not limited to, reasonable attorney’s fees.

O. Survival: All representations, warranties, covenants and agreements herein contained on the part of Client shall survive the termination of this Agreement and shall be effective until the obligations provided for hereunder are paid and performed in full, or longer, as expressly provided herein.

P. Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law provisions. The parties hereto have elected the Courts of the County of _____________________ as the proper venue for any claims.

Q. Reliance: All covenants, agreements, representations and warranties made herein by Client shall, notwithstanding any investigation by CFH, be deemed to be material to and to have been relied upon by CFH and shall survive the execution and delivery of this Agreement.

FURTHERMORE: The California Revised Statutes as currently adopted, allow that the Articles of Incorporation may contain a provision eliminating or limiting personal liability of a Director or Officer of a corporation, or its stockholders, for damages for breach of fiduciary duties, except acts or omissions which include fraud or misconduct. The aforementioned provision shall be incorporated into the Articles of Incorporation of Client.

IN WITNESS WHEREOF: Each party has caused this Agreement, consisting of five (5) pages, to be executed in its corporate name, on its behalf, by its proper officers, duly authorized, on the day and date set forth above.