Exhibit 2.3
April 4, 2006
JM SciTech, LLC
Ms. Xxxxx Xxxxxx, Managing Member
0000 Xxxxxx Xxxx Xxxxx,
Xxxxxxxx Xxxxxxx, XX 00000
Dear Ms. Xxxxx Xxxxxx:
This Letter Agreement (this "Agreement") memorializes our mutual agreement
that Reflect Scientific, Inc. ("RSI") will provide limited cash assistance for
future lease payments at the JM SciTech, LLC, doing business as JMST Systems
("JMST") business offices located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx Xxxxxxx,
Xxxxxxxx 00000 (the "Property"). The cash assistance will be subject to the
following conditions and limitations:
1) As a condition to any of the terms and promises in this Agreement,
RSI, JMST and Xxxxx Xxxxxx shall have fully executed that certain
Purchase Agreement dated April 4, 2006.
2) Xxxxx Xxxxxx will have provided RSI with a copy of the lease
agreement for the Property in advance of RSI signing this
Agreement.
3) The cash assistance will be a maximum of Three Thousand Dollars
($3000) per month for a maximum of three (3) consecutive months.
The three (3) monthly lease periods shall commence with the first
whole calendar month after the date last signed on this Agreement.
Therefore, the maximum aggregate payments to Xxxxx Xxxxxx by RSI
shall not exceed Nine Thousand Dollars ($9000).
4) RSI will pay the cash assistance directly to Xxxxx Xxxxxx at least
five (5) business days in advance of the monthly rent payment due
date.
5) Xxxxx Xxxxxx and JMST shall use their best efforts to identify and
engage a sub-lessee to assume the lease and lease obligations. If
said sublease is executed prior to the end of the three month
period described in Xxxxxxxxx 0, XXX shall make no further cash
assistance payments and this Agreement shall terminate. Under this
Agreement or any separate oral agreement, RSI will not enter into
any contractual arrangement of any sort with landlord, insurers,
or utility providers associated with the Property.
6) As consideration for the lease payment assistance described
herein, Xxxxx Xxxxxx and JMST shall have relied on RSI's
commitments and promises herein as inducement to enter into that
certain Purchase Agreement dated April 4, 2006, and will provide
RSI and its representatives reasonable access to the Property; and
8) Unless terminated under Paragraph 6, above, this Agreement shall
automatically terminate at the end of the third calendar month
after the date last signed. Disputes of any nature arising under
the terms of this Agreement shall be brought only in the
appropriate courts in Salt Lake City, Utah, and shall be governed
by Utah law. Further, amendments or changes to this agreement of
any nature must be in a writing signed by all parties hereto.
Agreed to this day:
REFLECT SCIENTIFIC, INC. JM SCITECH, LLC
/s/Xxx Xxxxx 4/4/06 /s/Xxxxx Xxxxxx 4/4/06
Xxx Xxxxx, President Date Xxxxx Xxxxxx, Managing Member Date
/s/Xxxxx Xxxxxx 4/4/06
Xxxxx Xxxxxx, Individual Date
