EXHIBIT 11.18
AGREEMENT
This is an agreement between Xxxxxx & Xxxx, P.A. ("AY") and Interactive
Brand Development, Inc. (the "COMPANY").
WHEREAS, AY has been rendering legal services for more than the past
two years;
WHEREAS, through November 30, 2004, AY is owed for legal services
rendered and costs in the amount of $152,361;
WHEREAS, it is anticipated that additional services will be rendered
through the balance of the 2004 calendar year in an amount of not less than
$20,000;
WHEREAS, the COMPANY wishes to satisfy all or a portion of the
outstanding obligation with the delivery of shares of its common stock;
NOW, THEREFORE, the parties agree as follows:
1. CONSIDERATION. In consideration for the legal services and costs
incurred through November 30, 2004 and additional legal services and costs to be
incurred through the balance of the 2004 calendar year (the "Services"), the
COMPANY hereby agrees to deliver 500,000 shares of its common stock to AY (the
"SHARES").
2. THE SHARES. The SHARES shall be duly authorized and validly issued
by the COMPANY and free of all liens or claims except that the Shares are
restricted securities as defined by federal securities laws.
3. ADJUSTMENT.
(a) If the proceeds from the sale of the SHARES shall be less
than 90% of the amount of the SERVICES, the COMPANY shall satisfy the
difference, if any, in cash or shares which are covered by a registration
statement.
(b) If the proceeds from the sale of the SHARES shall be more
than 125% of the amount of the SERVICES, the COMPANY shall receive a credit
against SERVICES of 50% of the excess proceeds but not to exceed $50,000.
4. AMEX APPROVAL. The issuance and delivery of the shares is subject to
Amex approval.
INTERACTIVE BRAND DEVELOPMENT, INC.
By: /s/ Xxxxx Xxxxxxx
----------------------
Name: Xxxxx Xxxxxxx
Its: Chief Executive Officer
XXXXXX & XXXX, P.A.
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxxx
AGREEMENT
This is an agreement between Xxxxxx & Xxxx, P.A. ("AY") and Interactive
Brand Development, Inc. (the "COMPANY") made this first day of December 2004.
WHEREAS, AY rendered various legal services in December 2002 and
January 2003 for which it has not been compensated ("SERVICES");
WHEREAS, in lieu of cash compensation AY has agreed to accept 10,000
shares of the COMPANY'S common stock;
NOW, THEREFORE, the parties agree as follows:
1. PAYMENT IN STOCK. In consideration for the SERVICES, AY shall accept
10,000 shares of the Company's common stock.
2. DELIVERY OF STOCK. The 10,000 shares shall be delivered free and
clear of all liens and claims except that AY acknowledges that the shares of
stock are restricted securities.
3. AMEX APPROVAL. The issuance and delivery of the shares is subject to
Amex approval.
INTERACTIVE BRAND DEVELOPMENT, INC.
By: /s/Xxxxx Xxxxxxx
---------------------
Name: Xxxxx Xxxxxxx
Its: President
XXXXXX & XXXX, P.A.
BY: /s/Xxxxxxx Xxxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxxx
