[XXXXXXX, XXXX & ASSOCIATES, INC. LETTERHEAD]
[Date]
GENERAL AGREEMENT
-----------------
Xx. X. Xxxxxxx
Peabodys Coffee Inc. (PBDY)
0000 Xxxxxxxx Xxxx, Xxxxx 0
Xxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
This agreement is in relation to your corporation's desire to secure
consultant advisory services in relation to our ability to provide the
assistance required by your corporation.
Xxxxxxx, Xxxx & Associates, Inc. will consult with the company with regard
to developing an action plan and will assist in executing the company's business
plan.
Xxxxxxx, Xxxx & Associates, Inc. will have access to all corporate
information and to its auditors and legal counsel. The company will provide
Xxxxxxx, Xxxx & Associates, Inc. with all the necessary information that it
requires upon request and will not withhold information from Xxxxxxx, Xxxx &
Associates, Inc. Elliot, Lane & Associates, Inc., as part of this agreement,
will provide written and/or verbal reports to the company for any proposed plan
of action, and will only execute a plan of action with the express agreement of
the company.
Immediately upon the signing of this contract and after consulting with the
company, Elliot, Lane & Associates, Inc. will begin to source synergistic merger
and/or acquisition and/or joint venture opportunities for the company, it will
complete due diligence on the target merger and/or acquisition and/or joint
venture candidate(s) and will assist in the negotiations on behalf of the
company. It will also assist with the development of the proforma financial
projections for the developing company post merger and/or acquisition.
Elliot, Lane & Associates, Inc. will help coordinate news releases to the
public which will begin with a prompt news release that Elliot, Lane &
Associates, Inc. has been retained for the above-mentioned services.
In recognition of the above services, Peabodys Coffee, Inc. will pay
Elliot, Lane & Associates, Inc. the following:
PBDY Initials:_____ Page 1 of 3 ELA Initials:_____
1. Sixty Thousand (60,000) shares of Peabodys Coffee, Inc., freely
tradable common stock as compensation for consulting services. Such
shares will be issued coincident with the signing of this general
agreement.
2. Ten Thousand (10,000) shares of Peabodys Coffee, Inc. restricted (Rule
144 of the Securities Act of 1933) common stock as compensation for
consulting services. Such shares will be issued coincident with the
signing of this general agreement and will have piggy-back
registration rights.
3. Ten percent (10%) of the transaction value in equity and/or cash for
each successful acquisition and/or merger approved and completed by
Peabodys Coffee, Inc., initiated by Elliot, Lane & Associates, Inc.
Such ten percent (10%) of the transaction value will be paid to
Elliot, Lane & Associates, Inc. upon closing of the said acquisition
and/or merger.
4. In the event of a joint venture, initiated by Elliot, Lane &
Associates, Inc. being approved and entered into by Peabodys Coffee,
Inc., Elliot, Lane & Associates, Inc. will be issued Fifty Thousand
(50,000) shares of Peabodys Coffee, Inc. restricted (Rule 144 of the
Securities Act of 1933) common stock. Such shares will be issued
coincident with the signing of the joint venture agreement.
The undersigned parties hereby irrevocably agree not to circumvent, avoid
or bypass each other, whether directly or indirectly, to avoid payment of fees
or commissions, and/or usurp essential confidentiality in any transaction which
any individual or organization revealed by either party to the other, in
connection with any renegotiations, parallel, or third party assignments
thereof. Further, the undersigned parties agree to work together toward a mutual
goal of effecting a business transaction agreeable to all parties.
Nor shall either party disclose or otherwise reveal to any third party, any
confidential information provided by the other, particularly concerning names,
addresses, cable or telefax, fax, email, or other codes, bank information,
references or other means of identification or access or any other proprietary
information, formally or otherwise advised by either party to the other as being
confidential, without specific written approval of the other.
Indemnification, in its broadest meaning and application, will be provided
to Elliot, Lane & Associates, Inc. by Peabodys Coffee, Inc. who hereby agrees to
indemnify, defend and hold harmless Elliot, Lane & Associates, Inc. and all of
its representatives from any and all claims or actions arising out of or in
connection with this general agreement.
This is to apply to this transaction and to any subsequent transaction that
may occur from time to time, for a period of five (5) years from the date
hereof, which is introduced to one party hereto by the other party.
PBDY Initials:_____ Page 2 of 3 ELA Initials:_____
This general agreement will be effective for _______ year(s), renewable
with mutual consent of both parties.
Agreed and accepted:
By:_______________________________ By:_______________________________
Xxxx X. Xxxx Xx. X. Xxxxxxx
Elliot, Lane & Associates, Inc. Peabodys Coffee, Inc.
PBDY Initials:_____ Page 3 of 3 ELA Initials:_____
