EXHIBIT 10.1
AGREEMENT between WAYWOOD INVESTMENT LTD. ("Waywood") and NORTON
INDUSTRIES CORP. (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 Waywood assisted in the incorporation of the Company;
WHEREAS Waywood is the controlling shareholder of the Company and
desires that the Company locate a suitable target company for a Business
Combination;
WHEREAS the Company desires that Waywood assist it in locating
asuitable target company for a Business Combination;
NOW THEREFORE, it is agreed:
1.00 ACTIONS BY WAYWOOD. Waywood 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. Waywood 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. Waywood understands and agrees that it will not be reimbursed
for any payments made by it on behalf of the Company.
3.00 INDEPENDENT CONSULTANT. Waywood is not now, and shall not be,
authorized to enter into any agreements, contracts or understandings on
behalf of the Company and Waywood 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 Waywood intends to work with consultants, brokers, bankers, or others
to assist it in locating business entities suitable for a Business
Combination and that Waywood 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 WAYWOOD EXPENSES. Waywood 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 New Jersey.
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
March 12, 2002.
IN WITNESS WHEREOF, the parties have approved and executed this
agreement.
Waywood Investment Ltd.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, President
Norton Industries Corp.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, President
