EXHIBIT 10.1
AGREEMENT between INTELLISERVE, INC. (the "Holder") and INTELLISERVICES,
INC. (the "Company").
WHEREAS The Company is a development stage company that has no specific
business plan and intends to merge, acquire or otherwise combine with an
unidentified company (the "Business Combination");
WHEREAS Holder assisted in the incorporation of the Company;
WHEREAS Holder is a shareholder of the Company and desires that the Company
locate a suitable target company for a Business Combination;
WHEREAS the Company desires that Holder assist it in locating a suitable
target company for a Business Combination;
NOW THEREFORE, it is agreed:
1.00 ACTIONS BY HOLDER. Holder agrees to assist in:
1.01 The preparation and filing with the Securities and Exchange Commission
of a registration statement on Form 10-SB for the common stock of the Company;
1.02 The location and review of potential target companies for a Business
Combination and the introduction of potential candidates to the Company;
1.03 The preparation and filing with the Securities and Exchange Commission
of all required filings under the Securities Exchange Act of 1934 until the
Company enters into a Business Combination;
2.00 PAYMENT OF THE COMPANY'S EXPENSES. Holder agrees to pay on behalf of
the Company all corporate, organizational and other costs incurred or accrued by
the Company until effectiveness of a Business Combination. Holder understands
and agrees that it will not be reimbursed for any payments made by it on behalf
of the Company.
3.00 INDEPENDENT CONSULTANT. Holder is not now, and shall not be,
authorized to enter into any agreements, contracts or understandings on behalf
of the Company and Holder is not, and shall not be deemed to be, an agent of the
Company.
4.00 USE OF OTHER CONSULTANTS. The Company understands and agrees that
Holder intends to work with consultants, brokers, bankers, or others to assist
it in locating business entities suitable for a Business Combination and that
Holder may share with such consultants or others, in its sole discretion, all or
any portion of its stock in the Company and may make payments to such
consultants from its own resources for their services. The Company shall have no
responsibility for all or any portion of such payments.
5.00 HOLDER EXPENSES. Holder will bear its own expenses incurred in regard
to its actions under this agreement.
6.00 ARBITRATION. The parties hereby agree that any and all claims (except
only for requests for injunctive or other equitable relief) whether existing
now, in the past or in the future as to which the parties or any affiliates may
be adverse parties, and whether arising out of this agreement or from any other
cause, will be resolved by arbitration before the American Arbitration
Association within the State of California.
7.00 COVENANT OF FURTHER ASSURANCES. The parties agree to take any further
actions and to execute any further documents which may from time to time be
necessary or appropriate to carry out the purposes of this agreement.
8.00 PRIOR AGREEMENTS. This agreement constitutes the entire agreement
between the parties and memorializes the prior oral agreement between the
parties and all understandings between the parties pursuant to such oral
agreements are recorded herein. The effective date herein is as of the earliest
date of the oral agreement between the parties.
9.00 EFFECTIVE DATE. The effective date of this agreement is as of
September 1, 2004.
IN WITNESS WHEREOF, the parties have approved and executed this agreement.
IntelliServe, Inc.
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
President
IntelliServices, Inc.
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
President
