Exhibit 10.1
AGREEMENT Between Xxxxxxxx Acquisition Corp. (the "Company")
and Newfield Capital, Inc. ("Newfield")
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, Newfield is the sole shareholder of the Company, and the
Company desires that Newfield assist it in locating a suitable target
company for a Business Combination.
NOW THEREFORE, it is agreed:
1. ACTIONS BY NEWFIELD. Newfield agrees:
(a) To assist in 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;
(b) To assist in the location and review of potential target
companies for a business combination and the introduction
of potential candidates to the Company;
(c) To assist in 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; and
(d) The Company may use the business offices of Newfield at 00
Xxx Xxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000 as its office
address without any rent payments until the Company enters
into a business combination.
2. PAYMENT OF THE COMPANY EXPENSES. Newfield 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. Newfield understands and agrees that it
will not be reimbursed for any payments made by it on behalf of
the Company.
3. INDEPENDENT CONSULTANT. Newfield is not now, and shall not be,
authorized to enter into any agreements, contracts or
understandings on behalf of the Company and Newfield is not, and
shall not be deemed to be, an agent of the Company.
4. USE OF OTHER CONSULTANTS. The Company understands and agrees
that Newfield intends to work with consultants, brokers, bankers,
or others to assist it in locating business entities suitable for
a business combination and that Newfield 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. NEWFIELD EXPENSES. Newfield will bear its own expenses incurred in
regard to its actions under this agreement.
6. 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 Connecticut.
7. 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. EFFECTIVE DATE. The effective date of this agreement is as of
January 2, 2002.
IN WITNESS WHEREOF, the parties have approved and executed this
agreement.
Xxxxxxxx Acquisition Corp.
By: /s/ Xxxx X. Xxxxx
------------------------
Xxxx. X. Xxxxx, President
Newfield Capital, Inc.
By: /s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, President
