EXHIBIT 6
Agreement between Management and the Company
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AGREEMENT
4 Xxxxxxx - I, Inc., a Florida corporation and Xxxxxxx X. Xxxxxxxx, individually
and as president, treasurer and director of 4 Xxxxxxx - I do hereby agree as
follows:
o Other than the $60,000 in accrued salary to our president, no
compensation will be paid or due or owing to any officer or director
until after a business combination is closed. Any such compensation paid
must be in accordance with this agreement.
o Present management may loan us up to $50,000, which is not
repayable.
o Management will not actively negotiate or otherwise consent to the
purchase of any portion of their common stock as a condition to or for a
proposed business combination unless such a purchase is requested by an
acquisition candidate as a condition to a merger or acquisition.
o We have not incurred and do not intend to incur in the future any debt
from anyone other than management for our organizational activities.
Debt to management will not be repaid.
o We prohibit transactions with or payment of anything of value to any
present officers, director, promoter or affiliate or associate or any
company that is in any way or in any amount beneficially owned by any of
our officers, director, promoter or affiliate or associate, except as
follows:
x Xxxxxxxx Law Group, P.A. will provide but will not be paid
anything by us for legal services.
o We owe our president, Xxxxxxx X. Xxxxxxxx, $60,000 in salary. The
acquisition candidate must agree to pay this debt in the
acquisition agreement.
o Conflicts with other blank check companies with which members of
management are currently and may become affiliated in the future
will arise in the pursuit of business combinations. These
conflicts will involve only Xxxxxxx X. Xxxxxxxx. Mr. M. T.
Xxxxxxxx has in the past formed other what would be deemed blank
check entities for himself. He intends to continue to do so in
the future. None of these entities has or will engage in any
public offering of its securities prior to entering into a
business combination agreement. None of such entities has
entered into an agreement to acquire any business or has
acquired any business.
o None of these existing blank check entities will file registration
statements under the Securities Act to sell their securities prior
to entering into a business combination agreement.
o All acquisition candidates will first be presented to us and any
other blank check companies that file a registration statement
under the Securities Act to sell their securities prior to entering
into a business combination agreement in order starting with the
company with the earliest effective date of a registration
statement. If there are no other affiliated blank check companies
that have filed these
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registration statements, then acquisition candidates will be
presented based upon the earliest time and date on which such
companies were formed.
o Mr. M. T. Xxxxxxxx may render services to blank check companies formed
by others in the future. Part of his compensation may be in securities
of such companies. However, he will not own more than 5% of any of these
companies and will not be able to control them in any way. Thus, such
companies will not be subject to the procedures described above.
o We have agreed orally to pay Xxxxxxx X. Xxxxxxxx $60,000 of salary for
all services rendered and to be rendered from January 1, 1999 until the
acquisition closes. This debt will be assumed and paid by the
acquisition candidate.
o Except as described in this agreement, we will not pay any of the
following types of compensation or other financial benefit to our
management or current stockholders:
o Consulting Fees
o Finders' Fees
o Sales of insiders' stock positions in whole or in part to the
private company, the blank check company and/or principals thereof
o Any other methods of payments by which management or current
shareholders receive funds, stock, other assets or anything of
value whether tangible or intangible
o Management may not divest themselves of ownership and control of us
prior to the closing of an acquisition or merger transaction.
o We have not incurred and do not intend to incur in the future any debt
from anyone other than management for our organizational activities.
Debt to management will not be repaid.
o Upon the closing of a business combination, there will be a change
in our management, which management may decide to change the
policies as to the use of proceeds as stated herein. Our
present management anticipates that the funds will be used by
the post-merger management at their sole discretion. Other than
the $60,000 in accrued salary to our president, no compensation
will be paid or due or owing to any officer or director until
after a business combination is closed.
Signed on March 17, 1999.
4 Xxxxxxx - I, Inc.
/s/ Xxxxxxx X. Xxxxxxxx, President
/s/ Xxxxxxx X. Xxxxxxxx
Individually and as president, treasurer and director of 4 Xxxxxxx -I, Inc.
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