Monday, October 10, 2005
Window Rock Capital Corporation
000 Xxxxx Xxxxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxx 00000
Mr. Xxxx Xxxxxxxx
RPM Ventures LLC dba Xxxxxxxx Family Homes
000 Xxxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxx 00000
RE: Letter Agreement
Dear Xxxx:
We have been discussing a business transaction for about a month. This
Letter Agreement (Agreement) outlines in writing what we have agreed
verbally in series of telephone conference calls over the last two weeks.
Your firm, RPM Ventures, LLC dba Xxxxxxxx Family Homes, an Ohio limited
liability corporation [registration number 1521925] (hereinafter Xxxxxxxx),
owns various house building lots (and the option on 90 more) in the City of
Columbus, County of Franklin, State of Ohio that an Franklin County Auditor
appraised to a value of SEVENTY-FIVE THOUSAND SIX HUNDRED U.S. DOLLARS
($75,600 USD) and an approximate retail appraised value of NINETY THOUSAND
SEVEN HUNDRED TWENTY U.S. DOLLARS ($90,720 USD) (hereinafter Building Lots
& Option). Our firm, Window Rock Capital Holdings, Inc. (hereinafter
WRCH), is a publicly-traded company on the Pink Sheets Electronic
Quotation Service (OTC: NWMN), located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000. With this Agreement, WRCH and Xxxxxxxx agree to move the
Building Lots & Option into a company, structured as a joint venture between
Xxxxxxxx and WRCH (hereinafter Joint Venture Company). In exchange for
the moving the Building Lots & Option into the Joint Venture Company with
WRCH, WRCH and Xxxxxxxx agree that Xxxxxxxx will receive $40,000 USD worth
of WRCH common stock as S-8 Free Trading shares immediately as a down payment
and $10,000 USD worth of WRCH common stock (Rule 144 Restricted shares)
within 120 days of the Closing Date of this Agreement. This Agreement is
subject to a loan pre-approval from the Ohio Community Development Finance
Fund (hereinafter OCDFF), located at 00 Xxxxx Xxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxx 00000.
Also with this Agreement, WRCH and Xxxxxxxx agree that WRCH will be a
signatory to the OCDFF construction and development loan. Also, WRCH and
Xxxxxxxx mutually agree that a joint venture will be created, separate from
Xxxxxxxx and WRCH, where Xxxxxxxx will be a fifty percent (50%) owner and
WRCH will be a fifty percent (50%) owner. Also, both parties agree that
the Joint Venture Company will split all profits of the Joint Venture Company
by 50% after the expenses are paid. Each party will retain 50% of the stock
of the Joint Venture Company and each party will retain 50% of the Joint
Venture Company board seats.
WRCH and Xxxxxxxx agree that the 90 other lots, the Option, will be acquired
and developed over time by Xxxxxxxx and WRCH in the Joint Venture Company on
an equal (50% / 50%) basis, in the same manner as the first ten lots.
This Agreement expires on October 17, 2005 if not fully executed by both
Xxxxxxxx and WRCH on or before that date.
Please sign the bottom of this Agreement and fax it back to the Company at
0-000-000-0000.
Thank you for your attention to this matter. If you have any questions,
please feel free to call me on 0-000-000-0000.
Best regards,
WINDOW ROCK CAPITAL CORPORATION
Xxxxxxx X. Xxxxxxx
Chairman & CEO
AGREED:
RPM VENTURES, LLC
Xxxxxxx X. Xxxx Xxxxxxxx
President
