Employment Agreement - GMAI Auctentia Central de Compras SL and Esteban Perez Herrero
[Translated from Spanish]
In Madrid, February 1, 2005
BY AND BETWEEN
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PARTY OF THE FIRST PART: Mr. ESTEBAN PEREZ HERRERO, with National Identity
Document (D.N.I.) 15.116.567-R, of legal age, domiciled in Llodio, Alava, C/
Vitoria n(0) 24, on his own behalf and right.
He will hereinafter be called THE PROVIDER.
PARTY OF THE SECOND PART: Mr. CARLOS DE FIGUEIREDO ESCRIBA, with D.N.I.
50.432.216-R, of legal age, domiciled in Madrid, Calle Tellez n(0) 30, on behalf
and representation of and as proxy for GMAI AUCTENTIA CENTRAL DE COMPRAS, S.L.,
with Taxpayer ID (C.I.F.) B-83406462.
He will hereinafter be called THE CONTRACTOR.
Both parties, in the respective capacity and representation in which they
act, acknowledge sufficient capacity to execute this document and, for that
purpose, they
STATE
ONE.- THE CONTRACTOR is a business association whose corporate purpose,
among others, is the marketing and distribution of all types of goods and
services, in particular all those related to the world of collectables, either
over the Internet or through other telematic technologies.
TWO.- THE CONTRACTOR belongs to a business group named GMAI-AUCTENTIA
doing business in several countries, and it needs to hire a person who has
sufficient ability and professionalism to represent the company inside the
aforementioned group.
THREE.- THE PROVIDER has vast expertise in performing the duties of
Representation and Corporate Governance in different business associations and
is willing to provide the services specified by THE CONTRACTOR.
FOUR.- The Board of Directors of the GMAI-AUCTENTIA group, in its meeting
of December 15, 2004, agreed to appoint THE PROVIDER, Mr. ESTEBAN PEREZ HERRERO,
as CHIEF CORPORATE STRATEGY OFFICER of the group, whose professional services
are to be contracted directly by THE CONTRACTOR, the company GMAI AUCTENTIA
CENTRAL DE COMPRAS, S.L.
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The parties, acknowledging mutual capacity, have agreed to sign this services
agreement in accordance with the following:
STIPULATIONS
ONE.- Purpose
1.1.- The purpose of this agreement is for THE PROVIDER to provide to THE
CONTRACTOR certain services of "Permanent Representation and Corporate
Governance." Specifically, THE PROVIDER will be responsible for performing the
following tasks:
- Services of Chief Officer within the GMAI-AUCTENTIA group.
- Legal representation at all meetings, Shareholders' Meetings or Board
Meetings held for such purposes.
- Assistance to Government Bodies.
- Development of the Group's Corporate Strategy.
1.2.- Periodically and at the request of either party, these parties will
study the tasks hereunder in order to implement those changes that are
considered useful or necessary for THE PROVIDER so that he may do his job
correctly.
TWO.- Duration
The duration of this agreement will be ONE (1) year, that period will
start from the day this agreement is signed, tacitly extendible for equal
periods of duration, if neither party expressly states upon its expiration its
desire not to continue in it.
The express statement of not continuing in the agreement must be made
conclusively by one party to the other one month before the term of the
agreement expires.
THREE.- Responsibility
3.1.- THE PROVIDER agrees to provide the services hereunder with due
diligence and confidentiality, complying with the strictest standards of
professionalism.
3.2.- THE PROVIDER guarantees THE CONTRACTOR that it is up to date in
complying with its legal and Social Security obligations.
3.3.- The contracted services will partially be performed at THE
CONTRACTOR's facilities.
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3.4.- The relationship between the parties is exclusively business
related, and there is no labor association whatsoever between THE CONTRACTOR and
Mr. ESTEBAN.
FOUR.-Remuneration
4.1.- For the first year of this agreement THE PROVIDER will receive for
rendering the services hereunder an annual amount composed of a fixed part and a
variable part, which is reflected in the document attached hereto as Addendum 1
due to reasons of confidentiality, which both parties sign.
Payment of the agreed upon remuneration will be made within the last five
days of every month through a bank transfer into the checking account THE
PROVIDER designates for such purposes.
4.2.- The VAT tax in effect at every moment will be added to the agreed
upon remuneration, and it will be subject to the I.R.P.F. [Income Tax]
withholding the corresponding percentage.
4.3.- For subsequent periods of duration, the remuneration for services
rendered will be reviewed and agreed upon again by the parties.
4.4.- All those expenses which THE PROVIDER incurs in order to perform the
purpose of this agreement will be reimbursed in accordance with to THE
CONTRACTOR's bylaws.
FIVE.- CONFIDENTIALITY.
Both parties acknowledge and accept the confidential nature of this
agreement and its contents and guarantee their utmost diligence in protecting
and safeguarding the confidential nature thereof and assume the express duty of
confidentiality. They also undertake to ensure that their staff or any
individual or company having access to this instrument for any reason comply
with the stipulations contained in this clause.
Furthermore, both parties agree to treat as confidential all information
and data related to its activity and any other information it has access to by
reason of this agreement, with both parties responsible for the damages caused
to the other party in the event of default on this obligation that they commit
or that is committed by their staff or by any individual or company having
access to the above cited information.
Furthermore, both parties agree to treat as confidential all information
they are given by the other party by virtue
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of this agreement. The information provided by the contracting parties
will be used only within the framework of this agreement.
SIX.- Notwithstanding the stipulations provided in the preceding clause,
both parties agree that if, in order to comply with Spanish or American laws,
this agreement needs to be made public, the information that is strictly
necessary will be communicated, provided that the consent of both parties is
obtained.
SEVEN.- Termination
Either party may terminate this agreement, with no need to allege any
reason, with notification rendered three months in advance, without this
generating any obligation on either party to indemnify the other party for such
termination.
If either party terminates this agreement, THE CONTRACTOR will be
obligated to pay the corresponding portion of the agreed upon remuneration that
has fallen due as of the termination date.
EIGHT.- Notifications
For any notification between the parties relative to this agreement, the
following domiciles are established:
GMAI AUCTENTIA CENTRAL DE COMPRAS, S.L.
C/ Joaquin M(a) Lopez n(0) 8, Bis.
28015 Madrid.
D. ESTEBAN PEREZ HERRERO.
C/ Vitoria n(0) 24.
01400 Llodio, Alava.
NINE.- Forum
It is the desire of the parties to expressly renounce the judicial forum
they had and to submit to legal arbitration any controversy, issue or incidence
arising in connection with this agreement, and they agree to comply with the
arbitration decision.
Consequently, the contracting parties agree that all litigation,
discrepancy, issue or claim resulting from the execution or interpretation of
this agreement or related thereto, directly or indirectly, will be settled
definitively by arbitration of the Madrid Court of Arbitration of the Official
Chamber of Commerce and Industry of Madrid,
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which is entrusted with administering the arbitration and appointing the
arbitrators according to its Regulation and Statute.
And in witness whereof, they sign this instrument in the place and on the date
indicated above.
GMAI AUCTENTIA CENTRAL DE COMPRAS, S.L.
Signed: Carlos de Figueiredo Escriba.
ESTEBAN PEREZ HERRERO.
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ADDENDUM N(0) 1
AGREED UPON REMUNERATION:
FIXED PART: FOUR HUNDRED THOUSAND (400,000) EURO per annum, payable in
monthly arrears of THIRTY-THREE THOUSAND THREE HUNDRED THIRTY-THREE EURO AND
THIRTY-THREE EURO CENTS (33,333.33) per month.
VARIABLE PART: In addition to the fixed part established in the point
above, THE PROVIDER will receive the equivalent of 1% of the Profits before
Consolidated Taxes of the American company GREG MANNING AUCTIONS, INC., up to a
maximum of ONE HUNDRED THOUSAND (100,000) Euro per annum.
With regard to the fiscal year ending June 30, 2005, THE PROVIDER will
earn the proportional part corresponding to the period his services were
effectively rendered.
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[Translated from Spanish]
Appendix no. II
Madrid, May 17, 2005
MEETING BETWEEN:
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PARTY OF THE FIRST PART: MR. ESTEBAN PEREZ HERRERO, with National Identity
Card no. 15.116.567-R, of legal age, residing at C/ Vitoria no. 24, Llodio,
Alava, acting in his own name and on his own behalf.
PARTY OF THE SECOND PART: MR. CARLOS DE FIGUEIREDO ESCRIBA, with National
Identity Card no. 50.432.216-R., of legal age, residing at Calle Tellez n(0) 30,
Madrid, acting in the name and in representation of as proxy of GMAI AUCTENTIA
CENTRAL DE COMPRAS, S.L., with Tax ID no. B-83406462.
The parties, acting in their names and representations respectively,
recognize that they have adequate ability for the issuance of this document, and
for this purpose,
STATE AND AGREE
1.- That the parties, on February 1, 2005, signed a contract for the provision
of services in virtue whereof, Mr. ESTEBAN PEREZ HERRERO provides certain
services of "Permanent Representation and Corporate Governance" to GMAI
AUCTENTIA CENTRAL DE COMPRAS, S.L., this all in agreement with the stipulations
contained in said contract.
2.- That within those services specified in said contract, representation
services for the GMAI-Auctentia Group are set forth, which include therein
companies from other countries, whose laws on matters of contracts differ from
Spanish law.
3.- As a consequence, both parties agree to complement the stipulations
contained in the contract dated February 1, 2005 with the stipulations contained
in this document, which shall not modify the content of the stipulations
contained in the previous contract, but rather shall extend them in the
following manner:
(Hereinafter, Mr. ESTEBAN PEREZ HERRERO shall be called the CONTRACTOR, and GMAI
AUCTENTIA CENTRAL DE COMPRAS, S.L. shall be called the CONTRACTING PARTY.)
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FIRST.- FOURTH Stipulation 1. wherein the compensation agreed upon for
the services provided is established, as well as in appendix no. 1, in
which said compensation is detailed, shall be complemented and
consequently extended through the following text:
"Relative to the fiscal year ending on June 30, 2005, the CONTRACTING
PARTY shall pay the CONTRACTOR a cash bonus equal to 1% of the Audited
Profit before Taxes for the American company GMAI (company belonging to
the GMAI-Auctentia group), for said fiscal year up to a maximum bonus of
100,000 Euro, pro-rated on a proportional basis corresponding to the
period of services actually executed. If the period of this contract's
duration should expire on February 1, 2006, as stipulated in the second
stipulation of the Contract, the CONTRACTOR shall have the right to
receive a cash bonus equal to the sum of 1% of GMAI's Audited Profit
before Taxes for said fiscal year (up to a maximum of 100,000 Euro) in
proportion to the actual work during that current fiscal year. The term
"Audited Profit before Taxes" means GMAI's net income for the fiscal
year before taxes on income and bonuses paid in accordance with this
clause, determined according to generally accepted accounting
principles, to be applied as determined by GMAI's independent auditors.
The Bonus shall be payable immediately after GMAI's independent auditors
have determined the amount of Audited Income before Taxes as demonstrated by the
report issued by said auditors, but in no event shall it be later than two and a
half months after the end of the calendar year in which said fiscal year ends.
In the event that the CONTRACTOR'S work should conclude before the end of a
fiscal year, for any reason other than "Justified Cause" (in accordance with the
seventh stipulation), a pro-rated Bonus shall be paid no later than a month and
a half after the end of the calendar year in which said termination occurs. In
the event that the auditors' reports should not be available at the time that a
Bonus is to be paid in virtue of this stipulation, the Bonus shall be calculated
by the CONTRACTING PARTY in good faith, basing itself on the information then
available. For the purposes of determining the amount of the Bonus, the Audited
Profit before Taxes shall first be converted into Euro, using the type of
currency exchange rate available on the business day immediately prior to the
date of the report issued by the auditors.
SECOND.- The FIFTH stipulation, relative to the CONTRACTOR's
confidentiality, is extended and qualified in the following manner:
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"A.- The CONTRACTOR acknowledges that during the course of his work with
the CONTRACTING PARTY he shall need access to, and use of, "Confidential
Information" (which shall be defined at a later date) and confidential records
of the CONTRACTING PARTY. The CONTRACTOR, for the duration of this contract, or
at any later time, directly or indirectly shall not use for his own purposes or
to the benefit of any person or entity other than
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the CONTRACTING PARTY, or shall not otherwise reveal, any "confidential
information" to any other person or entity except if its disclosure has been
authorized in writing by the CONTRACTING PARTY or if the law should require it.
The CONTRACTOR understands that the term "confidential information"
includes, but is not limited to, the following:
a) the name and address of any client, vendor for the CONTRACTING
PARTY or any information which refers to the transactions or
relations of any client, vendor of the CONTRACTING PARTY, or any
partner, principals, advisors, executives, or agents of the
CONTRACTING PARTY;
b) any information referring to any product, technology, or process
employed by the CONTRACTING PARTY but not generally known to its
clients, vendors, or competitors, either in development or under
testing by the CONTRACTING PARTY but at that time not generally
offered to clients or vendors;
c) any information referring to the CONTRACTING PARTY's software,
information systems, price-setting or marketing methods, product
costing, material costs, capital structure, business results, loan
agreements, or business plans;
d) any information that is generally considered to be confidential
or the property of any business lines initiated by the CONTRACTING
PARTY;
e) any business plans, budgets, advertising, or marketing plans of
the CONTRACTING PARTY;
f) any information that is contained in any of the oral or written
policies and procedures or manuals;
g) any information which belongs to the CONTRACTING PARTY's
clients, vendors or any other person or entity that the CONTRACTING
PARTY may have agreed to keep confidential;
h) any inventions, innovations, or improvements covered in this
Contract;
i) information on salary, personnel, and work of the CONTRACTING
PARTY; and
j) all materials related or belonging to any of the foregoing,
whether in handwritten, printed, graphic, video, audio, electronic,
or other format.
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B).- The CONTRACTOR recognizes that the information that is not new, not
registered as copyrighted or patented may in any case be "confidential
information."
C).- The term "confidential information" does not include information
known to the CONTRACTOR prior to his work for the CONTRACTING PARTY or
information generally available and known to the public or information that is
or becomes available to the CONTRACTOR on a non-confidential basis from a source
other than the CONTRACTING PARTY, or its advisors, executives, employees,
partners, or agents.
D).- All "confidential information" is and shall be the exclusive
property of the CONTRACTING PARTY during the period of duration of this
contract and afterwards. After the termination of this contract for any
reason, the CONTRACTOR may not retain any of the CONTRACTING PARTY's
"confidential information" and shall quickly return any "confidential
information" that is in his possession to the CONTRACTING PARTY.
E) All inventions, innovations, or improvements (including policies,
processes, upgrades, software, ideas, and discoveries, whether they be patents,
copyrights, business trademarks, service marks, or others) conceived or produced
by the CONTRACTOR, whether exclusively or jointly with others, in the course of
his work, and any derivatives whatsoever of any of said inventions, innovations,
or improvements that belong to the CONTRACTING PARTY. The CONTRACTOR shall
immediately disclose in writing to the CONTRACTING PARTY said inventions,
innovations, or improvements in their entirety, and shall undertake all actions
reasonably requested by the CONTRACTING PARTY to establish and confirm ownership
by the CONTRACTING PARTY, including, but not limited to, cooperation and
assistance provided to the CONTRACTING PARTY to obtain patents, copyrights,
commercial trademarks, or service marks for the CONTRACTING PARTY in the United
States and in foreign countries. The CONTRACTOR agrees that any request
submitted by the CONTRACTOR for the period of one year after the termination of
his work in virtue of this contract, shall be assumed to be an invention that
was executed during his work, except if he can provide evidence to the contrary
to the satisfaction of the CONTRACTING PARTY.
THIRD.- The SEVENTH stipulation, relative to the power to terminate this
contract, is extended in the following manner, without prejudice to that
established in the previous contract:
"A.- The CONTRACTOR's work in virtue of this contract shall be
terminated prior to the expiration of the initial period in the event of
his demise.
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B.- The CONTRACTING PARTY may terminate the CONTRACTOR's work in virtue
of this contract at any time after the CONTRACTOR has become totally
incapacitated. For the purposes of this contract, the CONTRACTOR shall
be totally incapacitated when he is unable to perform the functions and
responsibilities contemplated in virtue of this Contract for a period of
more than 120 consecutive days or more than 180 days in any 365-day
period due to disability or physical or mental deterioration.
C.- The CONTRACTING PARTY may terminate the contract for "Justified
Cause" at any time after having provided a written notice to the CONTRACTOR. For
this purpose, "Justified Cause" means any of the following:
- negligence or fault or refusal by the CONTRACTOR to fulfill his
obligations in virtue of this Contract (other than as a result
of total or partial incapacitation due to physical or mental
illness);
- any action , or omission by the CONTRACTOR which constitutes
severe negligence or intentional wrongful conduct relative to
the fulfillment of his obligations which may be reasonably
expected to substantially damage the reputation, business, or
business relationships of the CONTRACTING PARTY.
- the CONTRACTOR'S being sentenced for an offense or any crime
that includes, in the good faith judgment of the CONTRACTING
PARTY, fraud, dishonesty, or moral turpitude;
- any other material non-fulfillment of this Contract.
A termination by the CONTRACTING PARTY in virtue of this stipulation for
Justified CAUSE shall enter into force solely if a period of 14 days has elapsed
after the delivery of a written notice from the CONTRACTING PARTY to the
CONTRACTOR, in which the CONTRACTING PARTY has terminated his work with
Justified Cause, and the CONTRACTOR has not rectified the circumstances which
give rise to the Justified Cause.
D.- The CONTRACTOR may terminate this contract in virtue of this [stipulation]
for Justified Cause at any time, by providing a written notice to the
CONTRACTING PARTY. For the purposes of this Contract, "Justified Cause" means
any of the following:
- The CONTRACTING PARTY decreases or ceases to pay the CONTRACTOR
the Base Salary or Bonus stipulated in this contract.
- The CONTRACTOR no longer occupies the position of "Chief
Corporate Strategy Officer" or a position at an equivalent
level, or his functions and/or obligations have substantially
decreased; or
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- The CONTRACTOR's workplace is moved to a location which is more
than thirty (309 miles from the current location, except if the
parties mutually agree to a move of more than thirty 830) miles
from the current location.
A termination by the CONTRACTOR with Justified Cause shall enter into
force only if in a period of 14 days after the delivery of a written
notice from the CONTRACTOR to the CONTRACTING PARTY that the CONTRACTOR
is terminating his work with Justified Cause, and the CONTRACTING PARTY
has not rectified the circumstances that gave rise to the Justified
Cause.
E.- In the event that the CONTRACTOR's work in virtue of this contract is
terminated for any reason prior to the initial contract period, the CONTRACTOR
shall not have the right to receive other compensation, or to participate in any
other plan, agreement, or service, in relation to any future period after his
termination or resignation.
FOURTH.- The EIGHTH stipulation, relative to notices, is complemented
with the following:
All notices or other communications required or contemplated by this
Contract must be in writing and sent through one of the following
methods: (1) personal delivery, in which case the delivery is considered
to have occurred on the day of the delivery; (2) certified or registered
mail, prepaid mail, with acknowledgment of receipt requested, in which
case the delivery is considered to have taken place on the day that it
is officially registered as having been delivered to the addressee
foreseen; or (3) next-day delivery by a recognized courier service, in
which case the delivery is considered to have taken place on the day of
its receipt.
FIFTH.- Both parties agree to establish the following stipulations which
shall be joined to the rest of the contract:
"NON-COMPETE."
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The CONTRACTOR recognizes the highly competitive nature of the CONTRACTING
PARTY's business and that access to the CONTRACTING PARTY's confidential records
and "confidential information" makes him special and unique within the
CONTRACTING PARTY's business sector. The CONTRACTOR agrees that during (i) this
contract's duration and (ii) the period that begins with the termination date of
the work and which ends a year after the contract's termination date (jointly,
the "Coverage Period"), the CONTRACTOR, directly or indirectly, in his own name
or in the name of any person or entity (i) shall not possess, manage, exploit,
join with, participate in, invest in, or shall not be related to, or otherwise
associated with, including as an executive, advisor, employee, independent
contractor, shareholder, member, partner, consultant, advisor, agent, owner,
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"trustee," or investor, of any business located in the United States or in
the European Community which, directly or indirectly, commits him to a
Competitive Business; (ii) shall not request, do business with, or shall not
attempt to or seek business which constitutes, or is related to a Competitive
Business with any person or entity that may have been a client, vendor,
licensee, or strategic ally of the CONTRACTING PARTY during the previous
two-year period; or (iii) shall not persuade, or seek to persuade any client,
supplier, vendor, licensee, or strategic ally to cease doing business or reduce
the amount of business normally undertaken or contemplates doing with the
CONTRACTING PARTY; in any case, it is understood, that ownership of 2% or less
of shares or other instruments of a company, whose shares are quoted and/or
transacted on a stock exchange or its equivalent, including the Nasdaq Stock
Market, shall not constitute non-fulfillment, as long as the CONTRACTOR does not
in fact hold the power to control or direct management of, and is not otherwise
associated with said company. "Competitive business" shall mean any business or
entity involved in any business initiated by the CONTRACTING PARTY during the
contract.
The CONTRACTOR agrees that during the "Coverage Period" directly or
indirectly, (i) he shall not solicit or shall not attempt to solicit or
encourage any of the CONTRACTING PARTY's employees, agents, consultants,
or representatives to terminate their relationship with the CONTRACTING
PARTY; or (ii) shall not solicit, encourage, contract, or attempt to
solicit or encourage any of the CONTRACTING PARTY's employees, agents,
consultants, or representatives to convert themselves into employees,
agents, representatives, or consultants for any other person or entity.
The CONTRACTOR understands that these restrictions may limit his ability
to earn a living in a business similar to the CONTRACTING PARTY's
businesses, but in any case he agrees and recognizes that the
considerations stipulated in this Contract are sufficient to justify the
restrictions which are contained in said stipulations. In consideration
thereof, and in light of the CONTRACTOR's education, aptitudes, and
skills, he agrees that he shall not state in any court that said
stipulations prevent him from earning a living or otherwise shall remain
without effect or must be considered to be without effect.
EXECUTABILITY.
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The CONTRACTOR recognizes that, in virtue of his position, his services
and access and use of confidential records and owner's information, any
violation on his part of any of these commitments shall cause the
CONTRACTING PARTY immediate, material, and irreparable damage, which
have no remedy. Consequently, the CONTRACTOR reserves the right to
undertake pertinent legal action for the purpose of limiting any
violation or threat of violation of any commitment. However, the rights
and remedies stipulated in this contract are accumulative and shall be
in addition to the rights and remedies otherwise available to the
parties to this [contract] or under any other applicable contract or
law.
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TRANSFER OF CONTRACT:
This Contract is a personal contract that requires the stipulation of
exclusive services by the CONTRACTOR and the rights and obligations of
the CONTRACTOR in virtue of this document cannot be sold, transferred,
ceded, pledged, or mortgaged. In the event of any attempt to cede or
transfer rights in virtue of this contract by the CONTRACTOR contrary to
the stipulations, the CONTRACTING PARTY shall not have future
responsibility for payments in virtue of this Contract. The CONTRACTING
PARTY's rights and obligations in virtue of this Contract may be
assigned by the CONTRACTING PARTY without prior notice or consent of the
CONTRACTOR, and shall be binding and shall be of benefit to the
CONTRACTING PARTY's successors and purchasers.
No waiver for any part of any non-fulfillment in accordance with this
Contract shall be considered to be extended to any previous or subsequent
non-fulfillment or shall not affect in any way any derivative rights whatsoever.
A waiver by either party of any non-fulfillment by the other party shall not
operate as a waiver of any other non-fulfillment, whether it be similar or
different to the waived non-fulfillment. No delay on the part of the CONTRACTING
PARTY or the CONTRACTOR in the exercise of any of their respective rights or
remedies shall operate as a waiver of said right.
SEPARATION.
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If any stipulation of this Contract or its application to any person or
circumstances is ruled by a competent court to be inapplicable in any
measure, said stipulation shall be considered to be eliminated in the
measure necessary to allow that the remaining stipulations be executed
and the rest of this Contract, and the application of the inapplicable
stipulation to other persons or circumstances shall not be affected. If
any of this Contract's stipulations or any part of it is considered
inapplicable due to the scope or the duration of the stipulation or the
area covered by same, the scope, duration or area covered by said
stipulation shall be reduced or otherwise amended in the minimum measure
necessary to make said stipulation applicable, in the broadest measure
allowed by law.
The stipulations of this Contract in the sense that its terms require
execution after the termination of the CONTRACTOR's work in virtue of
this [document] or this Contract, shall survive said termination."
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4.- This document is an appendix which forms an inseparable part of the contract
signed on February 1, 2005, to which it is joined, contract which remains
unaltered in all of its terms with the exception of all that was extended and
completed through this document.
In the event that a dispute should arise in the interpretation of the
stipulations established in the contract dated February 1, 2005, with those
established in this document which is attached to the previous contract, the
contract signed on February 1, 2005 shall always prevail.
5.- For the resolution of any dispute which may arise from the interpretation
and/or fulfillment of this Contract, the parties submit themselves to the
jurisdiction of the Courts and Tribunals of the city of Madrid, with express
renunciation of any other jurisdiction which may have been available to them.
And in witness whereof, they read, approve, and sign this contract, in duplicate
copies, in the city and on the date indicated above.
MR. ESTEBAN PEREZ HERRERO GMAI AUCTENTIA CENTRAL DE COMPRAS, S.L.
Signed: Signed: MR. CARLOS DE FIGUEIREDO ESCRIBA
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