Trade Acceptance Draft Program - Actrade Capital Inc. and YP.Net Inc.
Trade Acceptance DRAFT PROGRAM
Buyer Acknowledgment
(Buyer) YP.Net, Inc.
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(Address) 4840 E. Jasmine Street, Ste. 110
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(Address). Mesa, _AZ 85205
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Federal ID Number: 850506668
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Name and Title of Person(s) Authorized
to Sign on Behalf of Buyer: Angelo Tullo, President
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BUYER IN ITS BUSINESS PURCHASES PRODUCTS, GOODS AND/OR SERVICES AND/OR BORROWS
MONEY IN CONNECTION WITH EITHER :A COMMERCIAL OR FINANCIAL TRANSACTIONS
(COLLECTIVELY REFERRED TO AS THE "MERCHANDISE") FROM COMMERCIAL PROVIDERS OF
SUCH MERCHANDISE (HEREAFTER "SUPPLIERS"). BUYER HAS BEEN INTRODUCED TO THE TRADE
ACCEPTANCE DRAFT PROGRAM (THE "TAD PROGRAM") OFFERED BY ACTRADE CAPITAL, INC.
("ACTRADE").
SIGNING THIS ACKNOWLEDGMENT FORM IMPOSES NO OBLIGATION UPON BUYER TO USE THE TAD
PROGRAM AT ANY TIME. BY SIGNING THIS ACKNOWLEDGMENT FORM, BUYER CONFIRMS THAT,
IF IT ELECTS TO USE THE TAD PROGRAM IN THE FUTURE, THEN BUYER, BY ISSUING ONE OR
MORE TADS (AS DEFINED BELOW) PREPARED IN CONNECTION WITH TRANSACTIONS WITH ITS
COMMERCIAL SUPPLIERS, AND IN CONSIDERATION OF ACTRADE'S PURCHASE THEREOF FROM
SUCH COMMERCIAL SUPPLIERS, CONFIRMS ITS AGREEMENT THAT THE FOLLOWING GENERAL
TERMS SHALL APPLY:
1. THE TAD: Actrade has developed and administers the patented "Trade
Acceptance Draft" (TAD) Program and has developed and recently introduced
the Electronic Trade Acceptance Draft (E-TAD) Program which is, in essence,
the electronic, on-line version of the original TAD Program. For purposes
of this Agreement all references to "TAD" shall include both TADs and
E-TADs and "TAD Program" shall include both the TAD Program and the E-TAD
Program. A TAD is a draft prepared in connection with a commercial or
financial transaction on the account of the Buyer, which is issued and
signed by the Buyer as payment for Merchandise. By issuing a TAD, Buyer
hereby agrees to pay such TAD at a designated bank when it becomes due. A
TAD identifies a specific amount due on a specific date in the future, as
agreed to by Buyer, and is payable from a specific, designated bank account
of Buyer, A TAD is an instrument evidencing Buyer's obligation to make
payment for Merchandise under the Uniform Commercial Code of the Stale of
New York and on its due date serves as a pre-authorized payment draft
against the designated account in exactly the same fashion as an ordinary
check;
2. FULL PERFORMANCE: By Buyer's participation in Actrade's TAD Program, Buyer
agrees that Actrade, and any subsequent holders of TADs, may deem the
Merchandise for which it has paid by issuing any TAD or TADs to have been
received as ordered,duly inspected, if appropriate, and found the
Merchandise to be acceptable and Actrade may rely upon delivery of the TADs
as evidence of full performance by Supplier;
3. NO CINNERCUAK DISPUTE: Buyer has no, and will not in the future claim any,
commercial dispute, defense, claim or offset which would cause or permit it
to refuse payment of a TAD when presented for payment on the due date.
Nothing herein shall limit or otherwise adversely affect Buyer's rights
against its Supplier;
4. AVAILABLE FUNDS: On the due date of any TAD, Buyer will have available
funds on deposit in the bank account at the bank designated by the Buyer to
permit payment of such TAD when presented (the "Paying Bank");
5. NEGOTIABILITY: The TADs are negotiable instruments as defined in the
Uniform Commercial Code of the State of New York, and in particular under
Sections 3-104 and 3-409 thereof, and can be transferred by the endorsement
of Seller or any subsequent holder of the TAD;
6. PAYING BANK: If Buyer changes the account designated for TAD payment, such
change must be made on at least 10 days prior written notice to Actrade;
7. DEFAULT: If Buyer defaults in the payment of any of the TAD(s) purchased by
Actrade:
a) ACCELERATION OF DUE DATE: Actrade may accelerate the due dates of all
other TADs it has purchased from the Supplier which received such TADs
from Buyer so that payment on all such TADs shall be due 10 days
following the acceleration date.
b) DEFAULT CHARGES: Buyer agrees that the face amount of each TAD which
is not paid for any reason on the due date thereof (including without
limitation, a due date accelerated pursuant to Paragraph 7a shall bear
interest at the rate of 1.5% per month from the due date of such TAD
through and including the date of payment. Buyer agrees to pay Actrade
such interest together with the face amount of such TAD and any actual
charges incurred by Actrade in collecting defaulted TADs, including
bank charges, return fees and legal fees.
c) NO FURTHER BUSINESS WITH SELLER: Upon a default in payment of any TAD,
Buyer shall immediately relinquish its' right to purchase, order or
request any further Merchandise from the Supplier to which the
defaulted TAD was delivered. At Actrade's request, such Supplier shall
cease to make any further sales of Merchandise to Buyer until such
time as all defaulted TADs have been paid in full, together with all
applicable default fees and charges due to Actrade;
8. PAYMENT AUTHORIZATION: Actrade (including any party to whom She TADs are
sold, assigned, pledged or otherwise transferred) is authorized by Buyer to
add to the TADs required or appropriate endorsements, signatures or
encoding of bank routing and payment information to permit payment of
amounts due to Actrade on the due dates by debit from Buyer's account at
the specified Paying Bank;
<PAGE>
9. AUTHORIZED SIGNATURE: Buyer shall ensure that all TADs are signed and that
the signatures on TADs shall be of persons authorized as a signatory on the
designated account at the Paying Bank and authorized to execute instruments
such as TADs;
10. VALID CORPORATE OBLIGATION: Buyer confirms, warrants and represents that
the terms, conditions and provisions herein with respect to Buyers use of
'TADs and its participation in (he TAD Program, have been duly approved by
all necessary corporate action on the part of Buyer and that this
acknowledgement and each of the TADs issued by the Buyer shall be the
valid, legal and binding obligation of Buyer and that all required
corporate action has been duly taken as required by Buyers charter, by-laws
or any applicable provisions of law in connection with this acknowledgement
and the TADs to be issued in conjunction herewith;
11. ARBITRATION: At the sole discretion of Actrade, any and all disputes or
claims arising out of or relating to this Agreement or the relationship
between Buyer and Actrade, including any dispute or claim based upon or
arising from an alleged tort, may be submitted to arbitration in accordance
with the provisions of the rules of the American Arbitration Association,
to be decided by three (3) arbitrators appointed in accordance with such
rules. If Actrade so elects, the site of such arbitration hearing and all
proceedings in connection therewith shall be New York City, New York, am!
Actrade and Buyer each irrevocably and unconditionally submit to said
jurisdiction and venue its New York City. New York. Any such arbitration
award shall be final and binding upon both parties concerned and any
judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. Any remedy that would be available from
a court of law or equity, and permitted under this Agreement, shall be
available from the arbitrator. Actrade and Buyer agree that this Agreement
involves interstate commerce and that all arbitration proceedings conducted
hereunder shall he governed by the Federal Arbitration Act, 9 U.S.C.
Sec.Sec. 1. et seq. Actrade and Buyer hereby expressly agree that this
paragraph constitutes a valid agreement to arbitrate. The court in which
any judgment upon the award is entered, whether a confirming court, a
domesticating court and/or an appellate court, shall award all attorneys'
fees incurred by Actrade in connection with the proceedings therein.
12. APPLICABLE LAW, VENUE, JURISDICTION AND SERVICE NF PROCESS. The laws of the
State of New York shall govern this Agreement as well as any and all
disputes arising between Buyer and Actrade. Further, without any limitation
to the foregoing, Buyer hereby confirms its understanding that all TAD
transactions, the TAD program and the use of TADs: (i) are specifically
subject to the provisions of the Uniform Commercial Code of the Stale of
New York and (ii) that the laws of the State of New York will govern any
and all disputes concerning electronic signatures. Should Actrade elect not
to submit any dispute hereunder to arbitration, Buyer agrees and
irrevocably submits to the exclusive Jurisdiction of (i) the Supreme Court
of the State of New York, New York County and (ii) the United States
District Court for the Southern District of New York for the purposes of
any dispute arising out of this Agreement or arising between Buyer and
Actrade (whether based upon contract, tort or any other legal principle),
Buyer irrevocably and unconditionally waives any OBJECTION to the laying of
Venue of any dispute arising out of this Agreement or arising between Buyer
and Actrade (whether based upon contract, tort or any other legal
principle) in (i) the Supreme Court of the State of New York, New York
County or (ii) the United States District Court for the Southern District
of New York. Buyer further irrevocably unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or
proceeding brought in said court has been brought in an inconvenient forum.
Furthermore, Buyer consents to the service of process in any suit, action
"or proceeding by means of either service upon the Secretary of the State
of New York hereby designated as Agent for service of process or by
certified limit, return receipt requested. addressed to Buyer at the
address first above written, or such other address as the Buyer may from
time to time designate in writing.
13. DISCLOSURE. Actrade is hereby authorized to release financial statements
and related information PERTAINING to Buyer for the purpose of assessing
security on Actrade's behalf;
14. ASSIGNMENT. Buyer agrees that it shall not assign this Acknowledgement.
Buyer agrees that Actrade may assign all of its rights, remedies, powers
and privileges hereunder;
15. WAIVER AND INTEGRATION: This acknowledgment contains the entire agreement
of the parties, and supersedes all prior ones. Specifically, Buyer
acknowledges- that in signing this agreement, Buyer is not relying on any
previous representations made by Actrade or its representatives. Buyer
further acknowledges that this agreement may only he changed by a written
agreement signed by the party against whom enforcement of any waiver,
change, modification, extension, or discharge is sought. Further, you
confirm that the headings used in this Letter arc solely for reference and
our convenience am! do no! change the meaning of any provision hereof; and
16. AFFIRMATION OF FINANCIAL STATEMENTS: Buyer confirms that all financial
statements prepared, whether internally or externally, for the Buyer and
submitted to Actrade are true and accurate representations of the financial
condition of the Buyer in accordance with standard accounting principles.
Company: YP.Net, Inc. Paying Bank: Bank Of America
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Signature: /s/ Angelo Tullo Account/ABA Number: 004671574864/122101706
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Print Name: Angelo Tullo ["Official Seal"]
------------------ Margaret M. Molter
Notary Public-Arizona
Title: President Maricopa County
----------------------- My Commission Expires 9/22/2003
Sworn To Before Me this 13th day of August 2002
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Notary: Margaret M. Molter
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<PAGE>
TRADE ACCEPTANCE DRAFT PROGRAM
Supplier Letter of Understanding
August 13 , 2002
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(SUPPLIER COMPANY NAME) Telco Billing, Inc.
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(ADDRESS) 4840 E. Jasmine Street, Ste. 110
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(ADDRESS) Mesa, AZ 85205
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Actrade Capital, Inc. ("Actrade") has developed and administers the patented
"Trade Acceptance Draft" (TAD) Program and has developed and recently introduced
the Electronic Trade Acceptance Draft (E-TAD) Program which is, in essence, the
electronic, on-line version of the original TAD Program. For purposes of this
Agreement all references to "TAD" shall include both TADs and E-TADs and "TAD
Program" shall include both the TAD Program and the E-TAD Program. This Letter
of Understanding is intended to set forth the terms and conditions applicable to
all transactions between us under Actrade's TAD Program:
1. PURCHASE OF TAD. Under any of the available options under the TAD Program,
Actrade may buy a Trade Acceptance Draft ("TAD") which you receive from
your customers in payment for goods and/or services.
2. NO OBLIGATION ON EITHER PARTY. You are not obligated to sell any TAD you
receive, nor is Actrade obligated to buy any TAD you offer to sell. In
connection with each sale of TADs proposed by you, Actrade will notify you
of the terms upon which it will buy any TAD from you. The terms under which
a TAD will be purchased will be set out in writing in the Bill of Sale for
each purchase transaction. You may either accept the terms offered, or
reject them for any reason at all.
3. FULL PAYMENT UPON SALE OF TAD. in general, Actrade will pay you the full
face amount of each TAD purchased by it, less Actrade's fees, charges and
agreed upon discounts. However, in some cases the amount of the initial
payment may be less depending upon Actrade's evaluation of your customer,
the industry in which you and your customers operate, the product or
service sold and any other factor that would have a bearing upon the
evaluation of the transaction. In all cases where you require the precise
purchase terms in advance you must follow the procedure for the
pre-approval of your customers by Actrade (see Paragraph 8 below).
4. NATURE OF TAD OFFERED. Any TAD offered for sale to Actrade must have been
duly issued and delivered to you by your customer as payment for the actual
sale of goods and/or services, in a bona fide contemporaneous commercial
transaction entered into between you and your customer. You acknowledge
that any TADs offered for sale to Actrade do not represent sales to any of
your subsidiaries, parent company or affiliates or any of your employees
without prior written approval by an officer of Actrade. Yon further
acknowledge that TADs offered for sale are of proper and legal form and
have not been altered in any way (other than being endorsed by you pursuant
to Paragraph 16 below) by you.
5. ALL RIGHTS SOLD WITH TAD. Your sale of any TAD to Actrade is made together
with all proceeds thereof, security and guarantees therefore, all of your
rights to the goods or property which were paid for with such TAD and all
your rights to payment for the goods or services represented by such TAD,
so that Actrade will have all of the rights of an unpaid supplier of the
goods or services, the sale of which gave rise to such TAD if such TAD is
dishonored.
6. TADS NOT PURCHASED BY ACTRADE. Where you have submitted TADs to Actrade for
purchase and Actrade declines to purchase such TADs, you have the option of
requesting Actrade, for a nominal charge, to prepare the TADs for direct
deposit in your bank account on the due date. In such a case Actrade will
grant you a limited waiver from its patented TAD process for those TADs
only.
7. NON-RECOURSE PURCHASE OF TADS; CONDITIONS WHICH RESULT IN RECOURSE TO YOU.
The purchase of any TAD from you is without recourse in the event of
non-payment of such TAD UNLESS (i) such TAD is not paid when due because of
an act of fraud by you in connection with the generation or sale of the
defaulted TAD; OR (ii) the non-payment was the result of any commercial
dispute, claim of offset or claimed counterclaim against you by your
customer; OR (iii) you violate the provisions of either Paragraph 4 or 11
hereof. However, in the event of a commercial dispute, claim of offset or
claimed counterclaim against you, Actrade agrees that it will have recourse
against you ONLY in the event that a court of competent jurisdiction
determines that Actrade cannot collect the amount of the defaulted TAD(s)
or any portion of such amounts from the applicable Buyer by reason of such
dispute.
8. CUSTOMER PRE-APPROVAL.
A. CUSTOMER PRE-APPROVAL. If you desire pre-approval of the purchase
terms for a specific customer, you must submit to Actrade the names
and required credit information concerning such customer(s) from whom
you intend to receive TADs. If approved, Actrade will provide you with
a written statement for each approved customer (a "Qualified
Customer") detailing the amount of credit available for such Qualified
Customer (i.e. total face amount of TADs from each Qualified Customer
which Actrade will purchase),
<PAGE>
and any other limitation or conditions affecting the purchase price or
payment terms with respect to such Qualified Customer.
B. WRITTEN STATEMENT REQUIRED. The written statement provided in the case
of a customer pre-approval must be signed by an authorized and duly
appointed officer of Actrade before it is valid. Absent such a written
statement, Actrade will only he bound by the purchase terms as set
forth in the Bill of Sale for the transaction, which must also be
signed by an officer of Actrade to he valid, of which yon will only be
advised after Actrade receives the TADs.
C. TERMINATION OR MODIFICATION OF APPROVAL. Actrade may in its sole and
arbitrary discretion terminate or modify the approval of any Qualified
Customer at any time in the event of an adverse change in the
financial condition of such Qualified Customer or if such Qualified
Customer has defaulted in the payment of any TADs when due.
9. ACTRADE'S RIQHT WITH RESPECT TO DEFAULTED TADS. As owner of any TAD sold by
you to Actrade, Actrade shall have the right to bring suit, in your name or
its own, and generally, will have all other rights which you would have
with respect to said TAD and the transaction, including, without
limitation. the right to (i) accelerate or extend the time of payment; (ii)
settle, compromise or release (in whole or in part) any amount owing, or
(iii) where applicable, to file, in your name or its own, a lien against
the property where the services were performed or for which the goods sold.
Actrade agrees it has no right as against you for any difference owed or
amount remaining on the defaulted TADs, unless pursuant to Paragraph 7.
10. CHARGES WHERE ACTRADE HAS RECOURSE. In the case where the circumstances of
a default in payment of any TAD were such that the credits proleclion
ohlained, if any, did not fully compensate Actrade fnr any loss related to
the Default of a TAD as to which you were subject to recourse pursuant to
Paragraph 7 above or if no such credit protection was obtained, which
notice shall be given to yon prior to Actrade's purchase of theTAD, yon
shall he obligated to pay to Actrade (i) the face amount of the applicable
Defaulted TAD, plus (ii) interest on that amount at the prime lending rate
as established by Citibank, N.A. in Mew York City from the original due
date of the Defaulted TAD to the date Actrade receives payment of the face
amount of such Defaulted TAD, plus (iii) when: applicable. all out of
pocket costs for collection of the TAD including, but not limited to, bank
charges, reasonable attorney's fees, and the like. Upon making such
payment, the Defaulted TAD will be returned to you as if it had never been
purchased by Actrade.
11. NO FURTHER BUSINESS WITH CUSTOMER WHILE DEFAULT EXISTS. At Actrade's
request, you shall cense to make any further sales of goods or services to
any customer who defaulted in the payment of any TAD until such time as all
defaulted TADs issued by such customer have been paid in full, together
with all applicable default fees and charges due to Actrade. Your failure
to comply with this requirement will result in Actrade having full recourse
against you for the amount owed by your customer upon any TAD issued by
such customer, including, but not limited to, the TAD face amount,
interest, fees and reasonable attorney's fees for collection.
12. RIGHT OF OFFSET. Actrade has the right to offset against any amounts due to
you any amounts you owe to Actrade.
13. Changes to Program Terms and Conditions. Actrade may from time to time, in
its sole discretion, make changes or additions in the general terms and
conditions applicable to its TAD Program or to any TAD Program option,
including the discontinuance or addition of any options or services.
However, Actrade confirms that any such changes wilt not affect the terms
or conditions applicable 10 any transaction where TADs have been purchased.
You agree that should you utilize the TAD Program alter the stated
effective date of any change; to the terms and conditions, such use shall
constitute your acceptance of the new or changed terms and conditions,
l4. TRADE NAMES AND STYLES. You have advised that you customarily use the
following trade name and style:
" Yellow-Page.Net , a division of YP.Net, Inc. ." By signing (bis
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Agreement below you authorized Actradc to accept and deposit TADs and
checks issued to you under the trade name and style herein and pursuant to
any future agreement between you and Actrade relating to trade acceptance
drafts.
15. AUTHORITY TO ADD ENDORSEMENT. With respect to any TADs sold by you to
Actradc, or any checks received in connect ion with such purchased TADs )
you hereby (i) agree to properly endorse such TAD(s) or check(s) to the
order of Actrade and (ii) grant to Actrade the right and authority to add
your endorsement to such purchased TADs (if you fail to do so) whenever
required in order to effect the sale, pledge, assignment, transfer,
presentment and/or collection thereof,
16. ARBITRATION: At the sole discretion of Actrade, all disputes and claims
arising in connection with the relationship between you and Actrade
(whether relating to Actrade's TAD Program or otherwise) may be submitted
to arbitration for resolution in accordance with the provisions of the
rules of the American Arbitration Association, by three arbiters appointed
in accordance with such rules. If Actrade so elects, the site of such
arbitration shall he New York City, New York and the parties hereto each
submit to such jurisdiction. Any award of the American Arbitration
Association shall be final and binding upon both parties concerned.
17. APPLICABLE LAW, VENUE, JURISDICTION AND SERVICE OF PROCESS. You agree that
the laws of the State of New York shall govern this Agreement, and any
between us. Further you confirm your understanding that the TAD Program and
the use of TADs is specifically subject to the provisions of the Uniform
Commercial Code, of the State of New York, and in particular that the Laws
of the State of New York will govern the legal effect and enforceability of
electronic signatures affixed to any document pertaining to a TAD
transaction. Should Actrade not elect to submit any dispute hereunder to
arbitration, you agree that any legal action or proceeding arising out of
or relating to this Agreement or the relationship between us shall be
instituted solely in the courts of the State of New York, within the City
and County of New York, or of the United States of America for the Southern
District of New York at New York City, New York and the parties hereby
submit to the jurisdiction of each such court in any such action or
proceeding. You consent to the service of process in any such legal action
or proceeding by means of either service upon the Secretary of the State of
New York hereby designated as Agent for service of process or
<PAGE>
by certified mail, return receipt requested, addressed to you at the
address first above written, or such other address as you may from time to
time designate in writing. You also waive your right to a trial by jury of
any disputes arising from your relationship with Actrade.
18. VALID CORPORATE OBLIGATION. By executing this Agreement below where
indicated, you also confirm, warrant and represent that the terms,
conditions and provisions set forth herein have been duly approved by all
necessary action on the part of the Supplier and that this Agreement is the
valid, legal and binding agreement and obligation of the Supplier and that
all required and necessary corporate action has been duly taken as required
by your corporate charter, by-laws and all applicable provisions of the
laws of the jurisdiction of your incorporation in connection with this
Agreement and the transactions contemplated hereunder.
19. SAVING CLAUSE. If any provision of this Agreement in any way contravenes
the laws of any state or jurisdiction, such provision shall be deemed not
to be a part hereof in (hat jurisdiction, and you agree to remain bound by
all remaining provisions. If any portion of this Agreement shall be deemed
to be illegal or violative of public policy, it is agreed that it shall be
interpreted to be legally binding and enforceable to the maximum reasonable
extent allowed by law.
20. ASSIGNMENT. You agree that you shall not assign this Agreement. You agree
that Actrade may assign all of its rights, remedies, powers and privileges
hereunder.
21. WAIVER AND INTEGRATION. This acknowledgment contains the entire agreement
of the parties, and supersedes all prior ones. Specifically, you
acknowledge that in signing this agreement, you are not relying on any
previous representations made by Actrade or its representatives. You
further acknowledge that this agreement may only be changed by a written
agreement signed by the party against whom enforcement of any waiver,
change, modification, extension, or discharge is sought. Further, you
confirm that the headings used in this Letter are solely for reference and
our convenience and do not change the meaning of any provision hereof.
Please note that this Agreement is not binding upon Actrade unless and until
executed by an officer of Actrade where indicated below. Further, you confirm
your understanding that the headings used in this Agreement arc solely for
reference and our convenience and do not change the meaning of any provision
hereof.
Very truly yours,
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Actrade Representative
ABOVE TERMS AND CONDITIONS ACCEPTED:
Telco Billing, Inc. 88-0391858
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"SUPPLIER"
By: /s/ DeVal Johnson (480) 860-0011
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Name: DeVal Johnson
Title: Director
This Agreement has been confirmed
by Actrade Capital, Inc. by:
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Signature of officer of Actrade
<PAGE>
SECRETARY'S CERTIFICATE
I, DeVal Johnson. being duly constituted Secretary of Yp.Net, Inc.
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corporation duly organized and existing under and by virtue of the laws of
Arizona (hereafter the "Corporation"), do hereby certify that the following
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individuals of the Corporation are hereby authorized to execute and deliver all
of the documents, instruments, Trade Acceptance Drafts ["TAD(TM)"] and
agreements to be executed and delivered by the Corporation in connection with
Actrade Capital, Inc.'s TAD Program (collectively the "Transaction Documents")
and bind the Corporation thereto and that their true and lawful signature appear
below adjacent to their name:
Name Postion Signature
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Angelo Tullo President /s/ Angelo Tullo
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DeVal Johnson Secretary /s/ DeVal Johnson
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I further confirm that all parties set forth above as authorized signatories arc
authorized signatories on the bank account designated by the Corporation for
payment of TADs.
Furthermore, should any of the above parties no longer be authorized signatories
for the Corporation, prior written notice by certified mail, return receipt
requested, must be given to an officer of Actrade Capital, Inc. ("Actrade")
notifying them of the change and designating a new authorized signatory. It is
understood that Actrade shall not be liable for the Corporation's failure to
give such notice.
Dated: August 13 , 2002
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/s/ DeVal Johnson, Secretary
(Corporate Seal) ---------------------------------