Exhibit 10.3
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GENERAL AGREEMENT
This General Agreement, dated this 29th day of April, 1999, when fully
executed by the parties, will confirm the terms of agreement between Xxxxxxx,
Xxxx & Associates, Inc. (Xxxxxxx Xxxx) and XXXXXXXXXX.XXX, Inc.
(TMAN).
Whereas TMAN wishes to retain Xxxxxxx Xxxx to provide for them
investment banking and consulting services and;
Xxxxxxx Xxxx wishes to provide the investment banking and consulting
services required by TMAN, therefore;
According to the terms of this Agreement, Xxxxxxx Xxxx will consult
with TMAN with regard to developing an action plan and will assist in executing
the company's business plan. Furthermore Xxxxxxx Xxxx will introduce TMAN to
quality retain and wholesale market makers and will introduce TMAN to its
network of investors, at the appropriate time.
Xxxxxxx Xxxx will have access to all TMAN's corporate information and
to its auditors and legal council including all information related to the deal
and corporate history of the shell XXXXXXXXXX.XXX reversed in to. The company
will provide Xxxxxxx Xxxx with all the necessary information that it requires
upon request and will not withhold information from Xxxxxxx Xxxx. As part of
this agreement, Xxxxxxx Xxxx will provide written and/or verbal reports to TMAN
for any proposed plan of action, and will only execute a plan of action with the
express written agreement of TMAN.
Immediately upon the signing of this agreement and after consulting
with TMAN and assisting with the development of its business plan, Xxxxxxx Xxxx
will begin to source synergistic merger and/or acquisition candidate(s) and will
assist in the negotiations on behalf of TMAN. It will also assist with the
development of the pro-forma financial projections for the developing company on
a post merger or acquisition basis.
Xxxxxxx Xxxx will help coordinate news releases to the public through
Vista Quest (with whom Xxxxxxx Xxxx already has a long-term working business
relationship) which will begin with a prompt news release that Xxxxxxx Xxxx has
been retained for the above mentioned services.
In recognition of the above services TMAN will pay Xxxxxxx Xxxx
according to the following terms:
1. One Hundred Thousand (100,000) shares of XXXXXXXXXX.XXX, Inc.,
(OTCBB - CHOP) restricted 144 common stock (one-year hold) as
compensation for services related to consulting, Investment
Banking and Mergers & Acquisitions. Such shares will be issued in
one tranche coincident with the signing of this General Agreement
as follows: Two fifty thousand share certificates will be held in
escrow with a mutually agreed upon attorney. Half of the shares
will be distributed upon execution of this General Agreement and
the balance six months thereafter provided that certain pre-set
goals are attained. The restricted stock will be subject to an
anti-dilution clause only in the event of a reverse stock split
and will have piggy-back registration rights. ----
2. Ten percent (10%) of the transaction value in equity and/or cash
for each successful acquisition and/or merger approved and
completed by TMAN initiated by Xxxxxxx Xxxx.
3. A one-time fee of Seven Thousand Five Hundred dollars ($7,500.00)
or an equivalent value of free trading stock (if available) at
the closing bid price on the date payment is made, at such time
as Xxxxxxx Xxxx advises, and the company approves, the
introduction to quality retail and wholesale market maker network
and the initiation of an investor awareness program.
Xxxxxxx Xxxx will have the first right of refusal to raise any equity or debt
capital for the company during the period of one year from the date of this
General Agreement.
This General Agreement will be effective for one (1) year renewable
with mutual consent of both parties.
Whereas this Agreement is hereby Agreed & Accepted to:
By: /s/ Xxxx X. Xxxx By: /s/ Xxxx Xxxxxxxxxxx
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Xxxx X. Xxxx Xxxx Xxxxxxxxxxx
Xxxxxxx, Xxxx & Associates, Inc. XXXXxxxxxx.xxx, Inc.
