Exhibit 10.2
BAS Consulting, Inc.
May 16, 2003
Xxx. Xxxx X. Xxxxxx
President and CEO
Poured Pleasures Wine Merchants, LLC 000 XX 00xx Xxxxxx
Xxxxxx Xxxxx, XX 00000-0000
Dear Xxx. Xxxxxx:
This letter will confirm our agreement("Agreement") that BAS Consulting Inc.
("BASC") has been engaged to act as the exclusive representative to Poured
Pleasures Wine Merchants, LLC ("Poured Pleasures" or the "Company") with respect
to the acquisition, by Poured Pleasures, of a publicly tradable corporate
entity.
Scope of Engagement
BASC shall:
1 Identify and present to Poured Pleasures two or three prospective corporate
entities, together with the history and representations about the nature of each
entity provided by the entity's current owner.
2 Recommend which entity seems most advantageous for Poured Pleasures' purpose.
3 Perform due diligence on the entity selected by Poured Pleasures. BASC shall
not be responsible for any negotiations.
Compensation
Poured Pleasures agrees to pay BASC for its services a fee of $57,500 to be paid
when the Company acquires one of the corporate entities identified by us.
Terms and Conditions
Since BASC will be acting on Poured Pleasures' behalf on a best effort basis,
Poured Pleasures will indemnify and hold harmless BASC, each of its officers and
employees and its affiliates, against all liabilities and reasonable expenses
incurred in connection with financial statements, brochures, statements, and any
material furnished by you or created on your behalf, except those liabilities
caused by BASC's own gross negligence or willful misconduct.
All information exchanged between the parties hereto that is not available in
the public domain shall be used only for the purpose of completing the
transaction which is subject of this Agreement and shall be held in confidence
by both parties.
This ageement shall continue until terminated, with or without cause, by either
party with 10 days' written notice. In the event this relationship is terminated
and within eighteen months of such termination a transaction is closed with any
party introduced by BASC, or with any party with whom BASC has taken over
discussions, or through referral by any party introduced by or in discussions
with BASC, then the compensation described above shall prevail.
This Agreement shall be governed and construed in accordance with the laws of
the State Florida.
Please confirm that the foregoing is in accordance with your understanding by
signing on behalf of Poured Pleasures and returning an executed copy of this
Agreement, whereupon it shall become a binding agreement between Poured
Pleasures and BASC.
Very truly yours,
Accepted and Agreed
Poured Pleasures Wine Merchants, LLC
By: /s/ Xxxx X. Xxxxxx Date: 5-16-03
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Xxx. Xxxx X. Xxxxxx, President and CEO
BAS Consulting, Inc.
By: /s/ B. Xxxx Xxxxxxxx
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B. Xxxx Xxxxxxxx, President
