AGREEMENT
This Agreement dated January 11, 2002 ("Agreement") is by and between, M&A
West, Inc. ("M&A West"), and Vanderkam & Xxxxxxx ("Xxxxxxxxx").
W I T N E S S E T H:
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WHEREAS, Vanderkam has provided legal services to M&A West and
Xxxxxxxxxxx.xxx, Inc., an M&A West subsidiary;
WHEREAS, Vanderkam is owed money for legal services rendered to M&A West
and Venturelist;
WHEREAS, Vanderkam is going to assist M&A West in selling its controlling
interest in Venturelist;
WHEREAS, M&A West desires to compensate Vanderkam for assisting it in
selling Venturelist;
WHEREAS, the parties desire to set forth in writing the terms and
conditions of their agreement and understanding concerning the compensation to
Vanderkam; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, and considerations herein contained, the parties hereto agree as
follows:
1. Consideration. In consideration for past legal services rendered to
Venturelist and M&A West, M&A West agrees that Vanderkam shall be entitled
to receive one half of the cash sales price of Venturelist after receiving
$20,000 for past legal services rendered. For example, if Venturelist is
sold for $150,000, Vanderkam would be entitled to receive $95,000. The
parties agree that Venturelist will be sold for a minimum of $125,000 cash.
2. Miscellaneous.
(a) Assignment. All of the terms, provisions and conditions of this
Agreement shall be binding upon and shall inure to the benefit of and
be enforceable by the parties hereto and their respective successors
and permitted assigns.
(b) Applicable Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas, excluding any
provision which would require the use of the laws of any other
jurisdiction.
(c) Entire Agreement, Amendments and Waivers. This Agreement constitutes
the entire agreement of the parties hereto and expressly supersedes
all prior and contemporaneous understandings and commitments, whether
written or oral, with respect to the subject matter hereof. No
variations, modifications, changes or extensions of this Agreement or
any other terms hereof shall be binding upon any party hereto unless
set forth in a document duly executed by such party or an authorized
agent or such party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
M&A WEST, INC.
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
Chief Executive Officer
/s/ Xxxx Xxxxxxxxx
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XXXX XXXXXXXXX
