AGREEMENT between TPG CAPITAL CORPORATION ("TPG") and
CANTICLE CORPORATION (the "Company").
WHEREAS The Company is a development stage company that has
no specific business plan and intends to merge, acquire or
otherwise combine with an unidentified company (the "Business
Combination");
WHEREAS TPG assisted in the incorporation of the Company;
WHEREAS TPG is a shareholder of the Company and desires that
the Company locate a suitable target company for a Business
Combination;
WHEREAS the Company desires that TPG assist it in locating a
suitable target company for a Business Combination;
NOW THEREFORE, it is agreed:
1.00 ACTIONS BY TPG. TPG agrees to assist in:
1.01 The preparation and filing with the Securities and
Exchange Commission of a registration statement on Form 10-SB for
the common stock of the Company;
1.02 The location and review of potential target companies
for a Business Combination and the introduction of potential
candidates to the Company;
1.03 The preparation and filing with the Securities and
Exchange Commission of all required filings under the Securities
Exchange Act of 1934 until the Company enters into a Business
Combination;
2.00 PAYMENT OF THE COMPANY EXPENSES. TPG agrees to pay
on behalf of the Company all corporate, organizational and other
costs incurred or accrued by the Company until effectiveness of a
Business Combination. TPG understands and agrees that it will not
be reimbursed for any payments made by it on behalf of the Company.
3.00 INDEPENDENT CONSULTANT. TPG is not now, and shall
not be, authorized to enter into any agreements, contracts or
understandings on behalf of the Company and TPG is not, and shall
not be deemed to be, an agent of the Company.
4.00 USE OF OTHER CONSULTANTS. The Company understands and
agrees that TPG intends to work with consultants, brokers, bankers,
or others to assist it in locating business entities suitable for a
Business Combination and that TPG may share with such consultants or
others, in its sole discretion, all or any portion of its stock in
the Company and may make payments to such consultants from its own
resources for their services. The Company shall have no
responsibility for all or any portion of such payments.
5.00 TPG EXPENSES. TPG will bear its own expenses
incurred in regard to its actions under this agreement.
6.00 ARBITRATION. The parties hereby agree that any and
all claims (except only for requests for injunctive or other
equitable relief) whether existing now, in the past or in the future
as to which the parties or any affiliates may be adverse parties,
and whether arising out of this agreement or from any other cause,
will be resolved by arbitration before the American Arbitration
Association within the District of Columbia.
7.00 COVENANT OF FURTHER ASSURANCES. The parties agree to
take any further actions and to execute any further documents which
may from time to time be necessary or appropriate to carry out the
purposes of this agreement.
8.00 PRIOR AGREEMENTS. This agreement constitutes the
entire agreement between the parties and memorializes the prior oral
agreement between the parties and all understandings between the
parties pursuant to such oral agreements are recorded herein. The
effective date herein is as of the earliest date of the oral
agreement between the parties.
9.00 EFFECTIVE DATE. The effective date of this agreement is
as of June 7, 1999.
IN WITNESS WHEREOF, the parties have approved and executed
this agreement.
TPG CAPITAL CORPORATION
_____________________________________
President
CANTICLE CORPORATION
__________________________________
President
