XXXX XXXXXXXXX ASSOCIATES
271-00X XXXXX XXXXXXX XXXXXXX
XXXXXX XXXX, XXX XXXX 11005
000-000-0000
FAX 000-000-0000
September 4, 1997
The Great American Backrub Store, Inc
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Att: Xxxxxxx Xxxxxx, President
Gentlemen:
This letter shall serve to confirm our understanding, wherein and whereby you
have retained us, on an non-exclusive basis to locate a merger candidate and/or
acquisition for your Company.
We agree to render such efforts on your behalf as we, in our sole discretion,
deem necessary. In the event we find a merger candidate and/or acquisition
acceptable to you, you agree to pay to us, simultaneously with the closing of
such transaction, a fee equal to 15% of the consideration paid or to be paid by
you for such acquisition and/or merger, which fee shall be paid in free-trading
Common Shares of your Company issued pursuant to a Registration under Form S-8.
It is expressly understood and agreed, however, that nothing herein contained
shall require you to issue more than 1,000,000 shares of Common Stock to us or
our designees in satisfaction of the payment of our fees. (Should 15% represent
more then 1,000,000 shares of your Common Stock we agree to accept 1,000,000
shares in full payment our fees).
It is understood and agreed that we shall not be entitled to reimbursement of
expenses incurred by us in seeking out and investigating potential merger and/or
acquisition candidates for you. However, should we find a merger and/or
acquisition candidate acceptable to you, you agree, immediately, upon the
signing of a Letter of Intent relative to such merger and/or acquisition
candidate, to pay to us $25,000 as and for a non-accountable expense allowance
so that we can continue our due diligence of such merger and/or acquisition
candidate, on your behalf.
If this letter, generally, expresses our understanding please sign the copy
hereof where indicated and return same to us.
XXXX XXXXXXXXX ASSOCIATES
By /s/ X. Xxxxxxxxx
-------------------------
Accepted and Agreed to:
THE GREAT AMERICAN BACKRUB STORE INC.,
By /s/ Xxxxxxx Xxxxxx
--------------------------
Xxxxxxx Xxxxxx, Pres.
XXXX XXXXXXXXX ASSOCIATES
271-00X XXXXX XXXXXXX XXXXXXX
XXXXXX XXXX, XXX XXXX 11005
000-000-0000
FAX 000-000-0000
October 17, 1997
The Great American Backrub Store, Inc
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Gentlemen:
This will confirm our telephonic advise wherein and whereby we have irrevocably
agreed to accept a total of 750,000 shares of your Common Stock, registered
under Form S-8 as our full compensation as finder in the acquisition of
Caribaun.
Very truly yours,
XXXX XXXXXXXXX ASSOCIATES
BY /s/ Xxxxxx Xxxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxxx
