AGREEMENT WITH XXXXXX CAPITAL PARTNERS LTD.
EXHIBIT 10.1
AGREEMENT between XXXXXX CAPITAL PARTNERS INC. ("LCP")
and DAIR VENTURES, 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 LCP assisted in the incorporation of the Company;
WHEREAS LCP 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 LCP assist it in locating a
suitable target company for a Business Combination;
NOW THEREFORE, it is agreed:
1.00 ACTIONS BY LCP. LCP 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. LCP 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. LCP understands and agrees that it will not
be reimbursed for any payments made by it on behalf of the Company.
3.00 INDEPENDENT CONSULTANT. LCP is not now, and shall not
be, authorized to enter into any agreements, contracts or
understandings on behalf of the Company and LCP 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 LCP intends to work with consultants, brokers, bankers,
or others to assist it in locating business entities suitable for a
Business Combination and that LCP 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 LCP EXPENSES. LCP 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 Pennsylvania.
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 May 15, 2001.
IN WITNESS WHEREOF, the parties have approved and executed
this agreement.
XXXXXX CAPITAL PARTNERS INC.
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
DAIR VENTURES, INC.
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
