AGREEMENT
Exhibit
10.2
AGREEMENT
dated this 15 day of July 2006, by and between International Food and Wine
Consultants, Inc. (hereinafter “IFWC”), a Nevada Corporation, with offices
located at 000 Xxxx 00xx
Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Xxxx Xxxx Xxxxx, President of IFWC and Xxxx X. Xxxxx,
P.C., counsel to IFWC, with offices located at 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx
Xxxx.
WHEREAS,
IFWC is
about to file a Registration Statement with the United States Securities and
Exchange Commission (hereinafter the “SEC”) on Form SB-2 which Registration
Statement indicates in Part II, Item 25, offering expenses approximating sixty
thousand ($60,000) dollars of which forty thousand ($40,000) dollars are
indicated as legal fees and expenses; and
WHEREAS,
IFWC
has agreed to pay all such costs as and when necessary and required, or to
otherwise accrue such costs on its books and records until it is able to pay
the
full amount due, either from revenues or loans from its President.
NOW,
THEREFORE,
it is
herewith agreed as follows: Absent sufficient revenues to pay these amounts
within three (3) months of the date of the IFWC prospectus, IFWC’s President
agrees to loan IFWC the funds to cover the balance of outstanding professional
and related fees relating to IFWC’s prospectus if the professionals involved
insist on cash payments. If and when loaned, the loan will be evidenced by
a
non-interest bearing unsecured corporate note to be treated as a loan until
repaid, if and when IFWC has the financial resources to do so.
The
parties hereto understand that the above constitutes a binding Agreement and
that the contents thereof are referred to in the aforesaid Registration
Statement, in the subheading entitled “Liquidity” as found in the Management’s
Discussion and Analysis or Plan of Operation section.
The
above
constitutes the entire Agreement between the parties hereto.
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IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed as of the 15 day of
July 2006.
International
Food and Wine Consultants, Inc.
/s/
Xxxx Xxxx Xxxxx
Xxxx
Xxxx
Xxxxx, President
/s/
Xxxx Xxxx Xxxxx
Xxxx
Xxxx
Xxxxx, Individually
/s/
Xxxx X. Xxxxx
Xxxx
X.
Xxxxx, President
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