June 16, 1999
VIA FACSIMILE AND FIRST CLASS MAIL
(000) 000-0000
Xxxx Xxxxxxxx
Financial Fitness Centers Trust
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000-0000
Re: GolfGear International, Inc.
Subscription of Common Stock
Dear Xxxx:
This letter, when signed by you on behalf of Xxxxxxx Trust
("Xxxxxxx"), shall constitute a binding agreement to purchase up
to one million shares of GolfGear International, Inc. (the
"Company") common stock, restricted under Rule 144. The terms
and conditions of this agreement are as follows:
1. Xxxxxxx shall be given an option to purchase the first
500,000 shares at $0.75 cents per share. This option shall
expire on August 31, 1999. Upon timely purchase of all of the
shares at $0.75 per share, Xxxxxxx shall be given an option to
purchase an additional 500,000 shares at $1.00 per share. This
option shall expire on October 31, 1999. In the event that
Xxxxxxx has purchased at least 50% of the shares at $1.00 per
share on or before October 31, 1999, this option shall
automatically be extended and expire on November 30, 1999. For
each share that is purchased, the Company will issue one warrant
exercisable at the same purchase price as the shares purchased
and said warrant shall expire five years from date of issuance.
2. This agreement is subject to the Company's receipt of
$50,000 via wire transfer by Wednesday, June 16, 1999. The
Company agrees to provide Xxxxxxx monthly financial reports
(unaudited) and operating projections.
3. The Company shall pay to Financial Fitness Centers Trust
(AFFCT@) a finder's fee for all qualified investors who are
introduced to the Company as a result of its efforts and who
purchase Series A Convertible Preferred Shares as more fully
described in the Company's Private Placement Memorandum dated
June 15,1999 ("PPM") or on any terms and conditions otherwise
acceptable to the Company. This fee shall be the amount of 10%
plus 2% for expenses, all due and payable upon funding.
A bonus in the form of warrants equivalent to 20% of the amount
of funds received for all shares of Series A Convertible
Preferred Shares sold will be paid to FFCT. The warrants shall
have a strike price of 110% of the purchase price.
If the above meets with your approval, please sign where
indicated below. The only other documentation that you will
receive will be a formal subscription agreement.
Sincerely,
Xxxx X. Xxxxxxx
On behalf of GolfGear International Inc.
AGREED AND ACCEPTED:
DATED: June 16, 1999 XXXXXXX TRUST
BY: /s/___________________________
AUTHORIZED AGENT
DATED: June 16, 1999 FINANCIAL FITNESS CENTERS TRUST
BY: /s/__________________________
AUTHORIZED AGENT
