10 December 2002
Xx. Xxxxxxx Xxxxxx
Xx. Xxxxx Xxxxxx
00-00 00xx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
Dear Xxxxxxx and Spiro:
This letter is to confirm the agreement reached between yourselves and Ecom
Corporation regarding the sublease and operation of your bakery and retail
facility at the above address. It is my understanding that we have agreed as
follows:
The parties to this agreement are:
Ecom Corporation, ("Ecom") a Delaware corporation with
headquarters at 000 Xxxxxx Xxxx, Xxxxxxxxxx, XX 00000:
Xxxxxxx Xxxxxx, (Xxxxxx") whose address is 00-00 00xx Xxxxxx, Xxxxxxx,
Xxx Xxxx 00000, and
Xxxxx Xxxxxx, ("Spirou") whose address is 00-00 00xx Xxxxxx, Xxxxxxx,
Xxx Xxxx 00000.
For valid consideration, the receipt of which is hereby acknowledged, the
parties do hereby agree as follows:
1. Spirou, who is the president of S & J Bakery Corporation, the lessor of the
bakery and retail facility (the "Facility") located at 00-00 00xx Xxxxxx,
Xxxxxxx, Xxx Xxxx 00000, agrees to assign the lease to the subject Facility, and
to transfer his right, title and interest in and to all furniture, fixtures and
equipment owned or leased by him therein, to Ecom Corporation. A copy of the
subject lease is attached as Exhibit 1 hereto.
2. Xxxxxx, who is the owner of the bakery equipment located at the Facility and
in storage, a list of which is provided as Exhibit 2 hereto, agrees to sell,
assign and transfer his right, title and interest in and to said equipment to
Ecom.
3. Xxxxxx and Spirou agree to operate the bakery and retail facility under
employment agreements on the terms set forth below.
4. In consideration for the assignment of the subject lease and transfer of his
interest in the furniture, fixtures and equipment, as set forth in paragraph 1
above, by Spirou and for his continued services, Ecom agrees to issue to the
order of Spirou 2,000,000 of Ecom common stock, subject to Rule 144,
and 375,000 shares of Ecom common stock, subject to S-8 registration (free
trading shares).
5. In consideration for the sale, assignment and transfer of the bakery
equipment owned by Xxxxxx located at the Facility, and for his cancellation of
the $20,000 Promissory Note previously issued to him by Ecom, Ecom agrees to
issue to the order of Xxxxxx 2,000,000 shares of Ecom common stock, subject to
Rule 144 and 1,375,000 shares of Ecom common stock, subject to S-8 registration
(free trading shares).
6. Ecom agrees to employ the full time services of Xxxxxx and Spirou in the
management and operation of the Facility for a period of at least five years,
and Xxxxxx and Spirou agree to provide their full time services for which Ecom
agrees to provide them each a base weekly compensation as employees as follows:
For weekly revenues of Base Compensation
Up to $25,000 $1,000
$25,000 to $50,000 $1,500
$50,000 to $75,000 $2,000
Over $ 75,000 $2,500.
In addition, annually, upon completion of the Ecom audit, Ecom will provide to
Xxxxxx and Spirou each a bonus in Ecom Stock, subject to Rule 144, in an amount
equal to their base salary for the previous year, with the number of shares to
be based on the closing bid price as of 31 December of the year for which the
bonus is calculated, but not less than $1.00 per share.
7. It is understood and agreed by Xxxxxx and Spirou that all business undertaken
at the facility will be undertaken only on behalf of Ecom and/or its wholly
owned subsidiary, Columbia Bakeries, Inc., and that all proceeds therefrom will
be deposited in an Ecom account as directed by the Ecom CFO. Any
misappropriation of funds will be cause for immediate dismissal and forfeiture
of all future pay and stock bonuses, as well as other actions that may be
appropriate under the circumstances.
8. This agreement shall be subject to and interpreted under the laws of the
State of New York.
9. The parties hereto agree to execute such additional documents as are
necessary to implement the terms set forth herein.
10. Fax copies of this letter agreement shall be considered originals.
Please review the above terms and conditions. If they are satisfactory with you
both, please sign and return a copy of this letter and return it to me by
fax. I will then prepare a definitive agreement for our mutual signatures.
However, in the interim, this letter agreement shall be binding upon you both,
and will be binding upon Ecom when approved by the Ecom board of directors. In
the event that such approval is not made on or before 15 December 2002, it shall
be considered null and void.
Please include a photocopy of your driver's license with your signed copy.
Yours Truly,
Rounsevelle X. Xxxxxx
Chairman and CEO
Agreed:
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Xxxxxxx Xxxxxx Date
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Xxxxx Xxxxxx Date
