EXHIBIT 10.1
AGREEMENT
This agreement was made today the 2nd of December 2004 between Icy Splash Food &
Beverage, Inc. referred to as hereafter "the company". And between Xx Xxxxx,
director, Xxxxx Xxxxx, officer, and Xxxxxx Xxxxx, CEO and director, referred to
as hereafter "the officers".
BACKGROUND: The company has been seeking additional funds in the open market,
however the company was unable to secure a reasonable deal. The company's
officers believe that infusion of additional funds will dramatically improve the
performance of the company. Base on that the officers have decided to invest in
the company.
TERM OF INVESTMENT: The company will issue to the officers 13,300,000 of common
restricted stock (144) in consideration for $1,000,000. The officers, upon a
call will pay the called amount to the company. The officers, for the purpose of
this agreement will be considered as one entity. A call for funds form the
company to one of the officers will be considered as a call to all; and monies
paid by one of officer will be considered as paid evenly by all officers.
The consideration for the price was based on the fact that the company's free
trading stock price in the last month was between 8-10 cents; and we felt that a
25% discount of the highest price would be a fair discount for a bulk deal of
restricted stock.
TERMINATION: The agreement will be terminated on December 31, 2006. In addition,
the agreement will terminate if the company called for the funds and the
officers did not provide the requested funds within 60 days.
In the case of termination the officers will be entitled only to the fully
redeemed stocks.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.
COMPANY OFFICERS
By: By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, CEO Xxxxxx Xxxxx
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xx Xxxxx
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Xxxxxxx Xxxxxx, Director Xx Xxxxx
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
