AGREEMENT

Exhibit 10.1

AGREEMENT

AGREEMENT dated this 4th day of February 2009, by and between X.X. XXXXXX PICTURE FRAMING CO., INC. (hereinafter “XX XXXXXX”), a Nevada Corporation, with offices located at 000 Xxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000, Xxxxx Xxxxxxxxxx, President of XX XXXXXX and Xxxx X. Xxxxx, P.C., counsel to XX XXXXXX, with offices located at 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000.

WHEREAS, XX XXXXXX is preparing to file a Registration Statement with the United States Securities and Exchange Commission (hereinafter the “SEC”) on Form S-1 which Registration Statement indicates in Part II, Item 13, offering expenses approximating  sixty five thousand  ($65,000) dollars  of which fifty thousand ($50,000) dollars are indicated as legal fees and expenses; and

WHEREAS, XX XXXXXX has agreed to pay all such costs as and when necessary and required, or to otherwise accrue such costs on its books and records until it is able to pay the full amount due, either from revenues or loans from its President.  

NOW, THEREFORE, it is herewith agreed as follows:  Absent sufficient revenues to pay these amounts within six (6) months of the date of the XX XXXXXX prospectus, XX XXXXXX’x President agrees to loan XX XXXXXX the funds to cover the balance of outstanding professional and related fees relating to XX XXXXXX’x prospectus if the professionals involved insist on cash payments.  If and when loaned, the loan will be evidenced by a non-interest bearing unsecured corporate note to be treated as a loan until repaid, if and when XX XXXXXX has the financial resources to do so.  Xxxx X. Xxxxx, P.C., XX XXXXXX’x counsel, by signing this Agreement agrees in full to defer his legal fees in the manner set forth in this Agreement.

The parties hereto understand that the above constitutes a binding Agreement and that the contents thereof are referred to in the aforesaid Registration Statement, in the subheading entitled “Liquidity” as found in the Management’s Discussion and Analysis or Plan of Operation section.

The above constitutes the entire Agreement between the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the 4th day of February 2009.  

X.X. XXXXXX PICTURE FRAMING CO., INC.

By:	/s/ Xxxxx Xxxxxxxxxx
	Xxxxx Xxxxxxxxxx, X.X. XXXXXX, President
By:	/s/ Xxxxx Xxxxxxxxxx
	Xxxxx Xxxxxxxxxx, X.X. XXXXXX, Individually
XXXX X. XXXXX, P.C.
By:	/s/ Xxxx X. Xxxxx
	Xxxx X. Xxxxx, President