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EXHIBIT 10.18
LET'S PLAY SPORTS, INC.
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EXCHANGE AGREEMENT
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Let's Play Sports. Inc.
0000 Xxxxxx Xxxx. Xxxxx X
Xxx Xxxxx. Xxxxxxxxxx 00000
Ladies and Gentlemen:
1. EXCHANGE. After reading the Private Placement Memorandum dated
_______________ ("Memorandum") of Let's Play Sports, Inc., a Colorado
corporation (the "Company"), the undersigned, intending to be legally bound,
hereby agrees to exchange, effective _____________, ___________ shares of common
stock of _____________________ ("Let's Play Sports Company") represented by
Certificate No. __________ ("Exchange Shares"), for ___________ shares of the
Company's common stock ("Shares"). The undersigned does hereby irrevocably
constitute and appoint the officers of Let's Play Sports, Inc. attorneys to
transfer the said stock on the books of the Let's Play Sports Company with full
power of substitution in the premises
2. ESCROW. The undersigned understands that the undersigned's Exchange
Shares will be deposited with _________________________ ("Escrow Agent")
pursuant to the Escrow Agreement (the "Escrow Agreement") that is attached
hereto as Exhibit A and that is hereby incorporated herein by this reference. If
at least 80% of the Exchange Shares of the Let's Play Sports Company are not
represented by an executed Exchange Agreement deposited with the Escrow Agent on
_____________, all Exchange Shares of the Let's Play Sports Company received
will be refunded promptly to the depositors thereof, including the undersigned.
3. ISSUANCE OF SHARES. The Shares exchanged for the Exchange Shares
shall not be deemed issued to, or owned by, the undersigned until the release of
the Exchange Shares from escrow to the Company pursuant to the Escrow Agreement
and until the Company shall issue and deliver to the undersigned a stock
certificate evidencing the undersigned's ownership of the Shares.
4. REPRESENTATIONS AND WARRANTIES.
(a) The undersigned hereby acknowledges, represents and
warrants to, and agrees with, the Company as follows:
(1) The Let's Play Sports Company is a corporation
duly organized, validly existing and in good standing under
the laws of its state of incorporation.
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(2) The authorized capital stock of the Let's Play
Sports Company consists of __________ shares of common stock,
$_______ par value, of which ___________ shares are issued and
outstanding. The Let's Play Sports Company has no other class
of capital stock authorized. All outstanding shares of common
stock of the Let's Play Sports Company are fully paid and
nonassessable and there are no securities outstanding that are
convertible into or exchangeable for any securities of the
Let's Play Sports Company nor are there any subscriptions,
options, warrants or other rights outstanding to acquire any
securities of the Let's Play Sports Company.
(3) The undersigned warrants that the Exchange Shares
represent __________% of the outstanding common stock of the
Let's Play Sports Company.
(4) The undersigned represents that the financial
statements of the Let's Play Sports Company that are included
in the Memorandum are accurate in all material respects and
were prepared in conformity with generally accepted accounting
principles on a basis consistently applied. Except as stated
in the financial statements of the Let's Play Sports Company
included in the Memorandum, the Let's Play Sports Company has
no liabilities or obligations whatsoever, either accrued,
absolute, contingent or otherwise, whether direct or indirect,
determined or undetermined, other than those incurred in or as
a result of the ordinary course of business of the Let's Play
Sports Company. Further, there is no basis for any material
claim against the Let's Play Sports Company. All federal,
state, local and municipal income taxes, ad valorem, excise,
sales, use, capital gains, value-added, property, franchise,
payroll and other taxes, levies, duties, tariffs and
assessments which are due and payable by the Let's Play Sports
Company directly or as a transferee have been duly reported,
fully paid and discharged and there are no unpaid such taxes
which are or could become a lien on the property or assets of,
or require payment by the Let's Play Sports Company except for
current and deferred taxes not yet due and payable.
(5) The undersigned has full power and authority to
make, execute and perform this Exchange Agreement and the
transactions contemplated hereby. This Exchange Agreement has
been duly and validly executed and delivered by the
undersigned and is a valid and binding obligation of the
undersigned enforceable in accordance with its terms.
(6) Neither the execution and delivery of this
Exchange Agreement nor the performance of its terms by the
undersigned will result in any material breach of the terms
and conditions of, or constitute a default under, any material
agreement, lease, mortgage, note, instrument, undertaking,
judgment, decree, governmental order or other restriction or
obligation to which the undersigned is a party which prohibits
the undersigned's ability to perform the undersigned's
obligations pursuant to this Exchange Agreement.
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(7) No broker or finder has acted on the
undersigned's behalf in connection with this Exchange
Agreement or the transaction contemplated hereby.
(8) Except as described in the Memorandum, no
application, notice, order, registration, qualification,
waiver, consent, approval or other action is required to be
filed, given, obtained or taken by the undersigned or the
Let's Play Sports Company by virtue of the execution, delivery
and performance of this Exchange Agreement or the consummation
of the transactions contemplated hereby.
(b) The undersigned understands that the exchange of the
Shares is intended to be exempt from registration under the Securities
Act of 1933, as amended (the "Act"), by virtue of Section 4(2) of the
Act and/or the provisions of Rule 506 of Regulation D promulgated
thereunder and, in accordance therewith and in furtherance thereof, the
undersigned represents and warrants to and agrees with the Company as
follows:
(1) The undersigned understands that all documents,
records and books pertaining to the exchange of the Exchange
Shares for the Shares and the Company have been made available
for inspection by the undersigned and the undersigned's
attorney and/or accountant;
(2) The undersigned and/or the undersigned's
advisor(s) have had a reasonable opportunity to ask questions
of and receive answers from a person or persons acting on
behalf of the Company concerning the exchange of the Exchange
Shares for the Shares, and all such questions have been
answered to the full satisfaction of the undersigned;
(3) The undersigned is not exchanging the Exchange
Shares for the Shares as a result of or subsequent to any
advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or
broadcast over television or radio, or any seminar or meeting
whose attendees have been invited by any general solicitation
or general advertising, or any solicitation of the Exchange by
a person not previously known to the undersigned in connection
with investments in securities generally;
(4) The undersigned has reached the age of majority
in the state in which the undersigned resides, has adequate
means of providing for the undersigned's current needs and
personal contingencies, is able to bear the substantial
economic risks of an investment in the Shares for an
indefinite period of time, has no need for liquidity in such
investment and, at the present time, could afford a complete
loss of such investment;
(5) The undersigned has or together with the
undersigned's advisor(s) has such knowledge and experience in
financial, tax and business matters so as to enable the
undersigned to utilize the information made available to the
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undersigned in connection with the exchange of the Exchange
Shares for the Shares in order to evaluate the merits and
risks of an investment in the Shares and to make an informed
investment decision with respect thereto;
(6) The undersigned is acquiring the Shares solely
for the undersigned's own account as principal, for investment
purposes only and not with a view to the resale or
distribution thereof in whole or in part, and no other person
has a direct or indirect beneficial interest in such Shares;
(7) The undersigned understands that the
undersigned's investment in the Shares must be classified as
speculative and subject to a high degree of risk and the
undersigned understands the significant risk of a complete
loss of the undersigned's total investment in the Shares;
(8) The undersigned has evaluated the risks of
investing in the Company due to, among other things, the
factors set forth in the Memorandum;
(9) The undersigned is in a position as regards to
the Company which, based upon economic bargaining power,
enables the undersigned to obtain information from the Company
in order for the undersigned to be able to evaluate the merits
and risks of the undersigned's exchange of the Exchange Shares
for the Shares;
(10) The undersigned has been given the opportunity
to ask questions of and receive answers from the Company
concerning the terms and conditions of the exchange of the
Exchange Shares for the Shares and to obtain additional
information necessary to verify the accuracy of the
information the undersigned desired in order to evaluate the
undersigned's investment in the Shares;
(11) The undersigned understands that the Shares have
not been registered under the Act, and agrees that the Shares
may not be sold, offered for sale, transferred, pledged,
hypothecated or otherwise disposed of except in compliance
with the Act. The undersigned has been advised that the
Company has no obligation, and does not intend, to cause the
Shares to be registered under the Act or to comply with any
exemption under the Act that would permit the Shares to be
sold by the undersigned. The undersigned understands that the
legal consequences of the foregoing mean that the undersigned
must bear the economic risk of the undersigned's investment in
the Shares for an indefinite period of time. The undersigned
further understands that, if the undersigned desires to sell
or transfer all or any part of the Shares (other than by gift
to a spouse, parents, children, grandchildren or trust for any
of the foregoing), the Company may require the undersigned's
counsel to provide a legal opinion that the transfer may be
made without registration under the Act. The undersigned
agrees that the Shares are subject to the restrictions on
transfer described in this paragraph and the undersigned
understands that, to enforce such restrictions, the Company
will issue stop transfer orders with the Company's transfer
agent;
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(12) The undersigned understands that the United
States Securities and Exchange Commission has promulgated Rule
144 which establishes guidelines for "restricted securities"
such as the Shares that the undersigned is acquiring. In
summary, the guidelines of Rule 144 provide that (i) the
Shares that are being acquired may not be resold in a public
transaction for a period of at least one year from the date on
which the undersigned exchanges the Exchange Shares for the
Shares, (ii) thereafter, the greater of 1% of the outstanding
shares of the Company or the average weekly trading volume in
such shares during the four calendar weeks preceding the sale,
may be sold (a) in a three month period, (b) if the
transaction is unsolicited, (c) if there is current
information available concerning the Company, (d) if the
broker acting as the undersigned's agent (or dealer in certain
circumstances) receives no more than the customary brokerage
commission, and (e) if the transaction involves more than 500
shares or $10,000, the undersigned will be required to file a
Form 144 with the United States Securities and Exchange
Commission at the time of such transaction. The above Rule 144
guidelines do not apply (i) if the undersigned is not an
affiliate of the Company at the time of the sale and has not
been an affiliate of the Company during the preceding three
months, and (ii) if the undersigned exchanged the Exchange
Shares for the Shares at least two years prior to the sale.
The foregoing guidelines relating to Rule 144, which
are merely a summary of Rule 144 depend, among other matters,
upon the fact that current public information is available
concerning the Company. The undersigned understands that the
Company's common stock is not currently registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended,
and that there is no commitment to the undersigned from the
Company to so register the Company's common stock. The
undersigned further understands that, if the Company so
registers its common stock, there is no commitment from the
Company to the undersigned to file the required information
and there can be no assurance that the Company will be in a
position to file the information so that Rule 144 would apply
at all times. Thus, the undersigned understands that the
undersigned might not be in a position to freely sell the
Shares at any given time;
(13) The undersigned understands and agrees that the
undersigned cannot sell the Shares unless they are registered
under the Act and any applicable state securities laws or
unless exemptions from such registration requirements are
available;
(14) The undersigned understands that the certificate
evidencing the Shares will contain a legend restricting their
transfer except pursuant to an effective registration
statement under the Act or pursuant to an exemption from the
registration requirements of the Act;
(15) The undersigned understands that sales or
transfers of the Shares are further restricted by certain
state securities laws;
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(16) The undersigned is aware that there is presently
no market for the resale of the Shares and that no market may
exist in the future for such resale;
(17) The undersigned is neither a member of, and the
undersigned is not affiliated with or employed by a member of,
the National Association of Securities Dealers, Inc., nor is
the undersigned employed by or affiliated with a broker-dealer
registered with the Securities and Exchange Commission;
(18) The undersigned is aware and understands that
the undersigned's exchange of the Exchange Shares for the
Shares will only entitle the undersigned to the benefits
afforded to every other shareholder of the Company and the
fact that the undersigned acquires the Shares should not be
construed by the undersigned to mean that the Company will
enter into any contract with or otherwise provide the
undersigned with any special benefits or preferential
treatment;
(19) The undersigned has read and understands the
information contained in the Memorandum; and
(20) All of the representations and warranties of the
undersigned contained herein and all information furnished by
the undersigned to the Company are true, correct and complete
in all respects.
The foregoing representations, warranties, agreements, undertakings and
acknowledgements are made by the undersigned with the intent that they be relied
upon by the Company.
In addition, the undersigned agrees to notify the Company immediately
of any change in any representations, warranties or other information that
relates to the undersigned.
If more than one person is signing this Exchange Agreement, each
representation, warranty and undertaking herein shall be a joint and several
representation, warranty and undertaking of each such person.
5. INDEMNIFICATION. The undersigned agrees to indemnify and hold
harmless the Company and its officers, directors and affiliates and each other
person, if any, who controls any thereof, within the meaning of Section 15 of
the Act, against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all expenses reasonably
incurred in investigating, preparing or defending against any litigation
commenced or threatened or any claim whatsoever) arising out of or based upon
any false representation or warranty or breach or failure by the undersigned to
comply with any covenant or agreement made by the undersigned herein or in any
other document furnished by the undersigned to any of the foregoing in
connection with this transaction.
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6. ACCREDITED INVESTOR STATUS. If the undersigned has checked any of
the blanks set forth below in this paragraph, the undersigned hereby represents
and warrants to the Company that the statement next to such blank is true. If
the undersigned has checked such blanks, the undersigned is an "accredited
investor" as such term is defined in Regulation D. The undersigned represents
and warrants that the undersigned is:
An employee benefit plan within the meaning of Title 1 of the Employee
---- Retirement income Security Act of 1974, if the investment decision is
made by a plan fiduciary, as defined in Section 3(21) of such Employee
Retirement income Security Act, which is either a bank, savings and loan
association, insurance company or registered investment advisor, or if
the employee benefit plan has total assets in excess of $5,000,000 or if
a self directed plan, with investment decisions made solely by persons
that are otherwise accredited investors.
A private business development company as defined in Section 202(a)(22)
---- of the Investment Advisors Act of 1940.
A trust with total assets in excess of $5,000,000 not formed for the
---- specific purpose of acquiring the Shares, whose purchase is directed by a
person who has such knowledge and experience in financial and business
matters that he or she is capable of evaluating the merits and risks of
an investment in the Shares.
A bank as defined in Section 3(a)(2) of the Act, or a savings and loan
---- association or other institution as defined in Section 3(a)(5)(A) of the
Act, whether acting in its individual or fiduciary capacity.
A broker or dealer registered pursuant to Section 15 of the Securities
---- Exchange Act of 1934.
An organization described in Section 501(c)(3) of the Internal Revenue
---- Code, or a corporation, Massachusetts or similar business trust, or a
partnership (in each case not formed for the specific purpose of
acquiring the Shares) with total assets in excess of $5,000,000.
A natural person whose net worth, individually or jointly with spouse,
---- exceeds $1,000,000 at this time (including the value of that person's
principal residence valued at either (x) cost, including cost of
improvements, net of current encumbrances on the property, or (y) the
appraised value of the property as determined by a written appraisal used
by an institution lender making a loan to that person secured by the
property, including subsequent improvements, net of current encumbrances
on the property).
A natural person who had an individual income in excess of $200,000 in
---- each of the two most recent calendar years or joint income with spouse in
excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same level of income in the current calendar
year.
An insurance company as defined in Section 2(13) of the Act.
----
An investment company registered under the Investment Company Act of 1940
---- or a
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business development company as defined in Section 2(a)(48) of the
Investment Company Xxx 0000.
A Small Business Investment Company licensed by the U.S. Small Business
---- Administration under Section 301(c) or (d) of the Small Business
investment Act of 1958.
A plan established and maintained by a state, its political subdivisions,
---- or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total
assets in excess of $5,000,000.
Any entity in which all the equity owners are accredited investors (i.e.,
---- by virtue of their meeting any of the other tests for an "accredited
investor").
Any director or executive officer of the Company.
----
7. NONACCREDITED INVESTOR. If none of the blanks in the preceding
paragraph were checked by the undersigned, then the undersigned must provide the
following information:
(a) Nature of Business or Employment:
-------------------
Position and Duties:
--------------------------------
Highest Level of Education Completed:
---------------
(b) The undersigned has personally invested in excess of
$________________ over the past five years, including investments
during such period in excess of $_____________ in non-liquid
investments.
(c) Listed below are the types of investments the undersigned
has made in the past five years, with particular attention to
investments in nonmarketable or non-liquid investments.
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(d) The undersigned will ______ will not _______ (check one)
have an attorney, accountant, investment advisor or other consultant
review the Memorandum. If yes, please indicate name and business
address: (A Purchaser Representative Disclosure Statement will need to
be completed by your Advisor.)
Name:
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Firm:
--------------------------------------------------------
Address:
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(e) The undersigned's personal net worth (exclusive of primary
residence, furnishings therein and personal automobiles) is in excess
of $ ________________.
(f) Investment Experience:
(1) The frequency of the undersigned's investment in
marketable securities is:
___ often ___ occasionally ___ seldom ___ never
(2) The frequency of the undersigned's investment in
commodities futures is:
___ often ___ occasionally ___ seldom ___ never
(3) The frequency of the undersigned's investment in
options is:
___ often ___ occasionally ___ seldom ___ never
(4) The frequency of the undersigned's investment in
securities purchase on margin is:
___ often ___ occasionally ___ seldom ___ never
(5) The frequency of the undersigned's investment in
securities sold in reliance on the private
offering exemption from registration under the Act
is:
___ often ___ occasionally ___ seldom ___ never
(g) Indicated in the space provided below is additional
information which the undersigned thinks may be helpful in enabling the
Company to determine whether the undersigned's knowledge and experience
in financial and business matters is sufficient to enable the
undersigned to evaluate the merits and risks of the exchange:
8. FOREIGN INVESTOR. The undersigned is a foreign investor.
Yes ___ No ___
9. MODIFICATION. Neither this Exchange Agreement nor any provisions
hereof may be waived, modified, discharged or terminated except by an instrument
in writing signed by the Company and the undersigned.
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10. NOTICES. Any notice, demand or other communication which the
Company or the undersigned may be required, or may elect, to give to anyone
interested hereunder shall be sufficiently given if (a) deposited, postage
prepaid, in a United States mail box. stamped registered or certified mail,
return receipt requested, addressed to such address as may be listed on the
books of the Company, or (b) delivered personally at such address.
11. COUNTERPARTS. This Exchange Agreement may be executed through the
use of separate signature pages or in any number of counterparts, and each of
such counterparts shall, for all purposes, constitute one agreement binding on
the Company and the undersigned, notwithstanding that the Company and the
undersigned are not signatories to the same counterpart.
12. ENTIRE AGREEMENT. This Exchange Agreement and the Escrow Agreement
contain the entire agreement of the Company and the undersigned with respect to
the subject matter hereof, and there are no representations, covenants or other
agreements except as stated or referred to herein and therein.
13. SEVERABILITY. Each provision of this Exchange Agreement is intended
to be severable from every other provision, and the invalidity or illegality of
any portion hereof shall not affect the validity or legality of the remainder
hereof.
14. ASSIGNABILITY. This Exchange Agreement is not transferable or
assignable by the undersigned except as may be provided herein.
15. APPLICABLE LAW. This Exchange Agreement shall be governed by and
construed in accordance with the laws of the state of Colorado.
IN WITNESS WHEREOF, the undersigned represent(s) that the foregoing
statements are true and correct and that the undersigned has executed this
Exchange Agreement this _____ day of __________________, 20__, to be effective
_________________, 20__.
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Please Print Name Signature of Owner
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Please Print Name Signature of Co-Owner
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Address
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Telephone Number
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Social Security Number
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Subject to satisfaction of the provisions of the Escrow Agreement. this
Exchange Agreement is accepted on this ___ day of _____________, 20__, to be
effective ________________, 20__.
LET'S PLAY SPORTS, INC.
By:
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President
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EXHIBIT A
ESCROW AGREEMENT
The undersigned Shareholder hereby deposits with
__________________________, at ________________________, Denver, Colorado
________, as Escrow Agent, an executed Exchange Agreement which gives Let's Play
Sports, Inc. power of attorney for Stock Certificate No. _______ representing
shares of the common stock of ___________________ ("Exchange Stock
Certificate").
The undersigned Company hereby deposits the shares of the Company to be
exchanged for the Exchange Stock Certificate representing __________ shares of
Common Stock of the Company ("Stock Certificate") to be held by said Escrow
Agent subject to the terms hereof.
1. INSTRUCTIONS. The Shareholder requests that the Escrow Agent accept
and retain the Exchange Agreement and the Exchange Stock Certificate until such
time as the Escrow Agent has possession of at least 80% of the issued and
outstanding shares of common stock of the corporation that issued the Exchange
Stock Certificate and then, upon receipt of the Stock Certificate, to deliver to
the Shareholder the Stock Certificate. The Company requests that the Escrow
Agent accept and retain the Exchange Agreement and the Stock Certificate until
such time as the Escrow Agent has possession of at least 80% of the issued and
outstanding shares of common stock of the corporation that issued the Exchange
Stock Certificate and the Stock Certificate and then upon receipt of the Stock
Certificate, to deliver to the Shareholder the Stock Certificate. The
Shareholder, the Escrow Agent and the Company agree that the Escrow Agent will
return the Exchange Stock Certificate and the Stock Certificate to the
undersigned Shareholder and to the Company if the Escrow Agent does not receive,
duly endorsed for transfer, at least 80% of the issued and outstanding shares of
common stock of the corporation that issued the Exchange Stock Certificate and
the Stock Certificate.
2. AMENDMENT. These instructions may be altered, amended, modified or
revoked in writing only, signed by the Escrow Agent, the Company and the
Shareholder, upon payment of all fees, costs and expenses incident hereto.
3. TRANSFER OF INTEREST. No assignment, transfer, conveyance or
hypothecation of any interest in or to the subject matter of this escrow shall
be binding upon the Escrow Agent unless and until written notice thereof is
served upon the Escrow Agent and any fees, costs and expenses incident to such
transfer of interest shall have been paid.
4. NOTICE BY AGENT. Any notice required or desired to be given by the
Escrow Agent to the Company or to the Shareholder may be given by mailing the
same to the Company or the Shareholder, by certified or registered mail, at the
address noted below, or such changed address as may have been delivered in
writing to the Escrow Agent by the Company or the Shareholder. Notice so mailed
shall for all purposes hereof be effectual as though served upon the Company or
the Shareholder in person seventy-two (72) hours after the time of depositing
such notice in the mail, postage prepaid, properly addressed, registered or
certified mail.
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5. GOOD FAITH. The Company and the Shareholder agree that the Escrow
Agent shall not be held liable for any act it may do or omit to do hereunder as
such Escrow Agent, while acting in good faith in the exercise of its best
judgment. Any act done or omitted by Escrow Agent pursuant to the request of the
Company or the Shareholder shall he conclusive evidence of such good faith.
6. NOTICE TO ESCROW AGENT AND COURT ORDERS. The Escrow Agent is hereby
expressly authorized and directed to disregard any notice or warnings given by
the Company or the Shareholder, or by any other person or corporation, excepting
only orders or process of court, and is hereby expressly authorized to comply
with, and to obey any and all orders, judgments or decrees of any court. In case
the said Escrow Agent obeys or complies with any such order, judgment or decree
of any court, it shall not be liable to the Company or to the Shareholder, nor
to anyone else by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside or
vacated, or found to have been entered without jurisdiction.
7. INDEMNIFICATION. In consideration of the acceptance of the deposits
and duties under this Escrow Agreement by the Escrow Agent, the Company agrees,
for itself and its successors and assigns, to pay the Escrow Agent its charges
hereunder and to indemnify and hold it harmless as to any liability incurred by
it to any other person or corporation by reason of its having accepted the same
or in connection herewith, and agrees to reimburse it for all its expenses,
including, among other things, counsel fees and court costs incurred in
connection herewith.
8. INTERPLEADER. In the event a dispute arises concerning the items
deposited pursuant to this Escrow Agreement or concerning the Escrow Agent's
performance of this Escrow Agreement, the Escrow Agent shall be permitted, but
not required, to interplead the items deposited into Escrow into the District
Court for the City and County of Denver, Colorado, and the Escrow Agent shall
ipso facto be fully released and discharged from any and all obligations or
liabilities of whatever kind, whether known or unknown, and whether in law or in
equity, for any acts or omissions of the Escrow Agent with respect to this
Escrow Agreement.
9. COUNTERPARTS. This Escrow Agreement may be executed in counterparts,
which counterparts, taken together, shall constitute one and the same Escrow
Agreement.
IN WITNESS WHEREOF, the undersigned have hereunto affixed their
signatures and hereby adopt this instrument this _____ day of ____________,
20__.
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Please Print Name Signature of Owner
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Please Print Name Signature of Co-Owner
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Address
----------------------------------
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Telephone Number
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Social Security Number
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COMPANY:
LET'S PLAY SPORTS, INC.
By:
---------------------------------
President
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ESCROW AGENT:
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By:
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