Exhibit 10.4
United States Regional Retail Development Agreement
This United States Regional Retail Development Agreement (the "Agreement"),
between Speaking Roses International, Inc., a Utah corporation ("Speaking
Roses") and Xxxxxx X. Xxxxxx (the "Developer") shall be effective as of July 10,
2005 (the "Effective Date").
Within six months from the Effective Date, Speaking Roses intends to formulate a
program for the development of retail locations within the United States (the
"Program"). The Program will include a regional development agreement and retail
distribution outlet agreements and such other terms as Speaking Roses may
formulate.
The Developer shall pay a fee of Seven Hundred Fifty Thousand Dollars ($750,000)
(the "Fee"). Two Hundred Fifty Thousand Dollars ($250,000) will be paid
simultaneously with the execution of this Agreement. Two Hundred Fifty Thousand
Dollars ($250,000) will be paid on or before 30 days after the Effective Date.
Two Hundred Fifty Thousand Dollars ($250,000) will be paid on or before 60 days
after the Effective Date. Payment of the Fee will entitle Developer, for a
period of time, to rights to be the regional developer of a territory to be
determined.
Promptly after the formulation of the Program, Speaking Roses will present the
details of the Program to the Developer. Developer will have sixty days from
receipt of a copy of a contract to review the Program and inter into a contract
to be regional manager under the terms and conditions of the Program. If
Developer inters into such a contract, the Fee will be credited towards any
payments due under such contract.
In the event that Developer chooses not to enter into a contract with Speaking
Roses, Speaking Roes shall, within five days after notification by Developer,
issue a convertible note to Developer in the amount of the Fee (the "Convertible
Note"). The Convertible Note will be due and payable six months from the date of
issue of the note, and shall bear interest from the Effective Date at 12% per
annum, and shall be convertible into common stock of Speaking Roses at the
conversion rate of $.50 per share for a period of six months from the Effective
Date.
In the event that Speaking Roses does not provide Developer with the details of
the Program within six months from the Effective Date, Speaking Roses shall
immediately thereafter refund the Fee to Developer, plus interest at a rate of
12% per annum; however, Developer, at its sole option, may elect, in lieu of
refund of the Fee, to receive shares of common stock of Speaking Roses at a rate
of $.50 per share.
IN WITNESS HEREOF, Speaking Roses and Developer have caused this United States
Regional Retail Development Agreement to be executed by their duly authorized
officers, owners or agents as of the Effective Date.
Speaking Roses International, Inc. Xxxxxx X. Xxxxxx
By /s/Xxxx X. Xxxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxx
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Its President and Chief Executive Officer
