EXHIBIT 10.10
AGREEMENT dated as of July 29, 1996 between SPECIALTY RETAIL GROUP,
INC. ("SRG"), with an office at 0000 Xxxx Xxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx
00000, and XXXXX XXXXX ("Xxxxx"), with an office at 000 Xxxxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Facsimile No. (000) 000-0000:
1. Zises has agreed to advance to SRG the sum of $224,150 (the
"Advance") and SRG has agreed to accept the Advance subject to and upon the
conditions of this Agreement.
2. The parties agree that if the Advance is not repaid in full by
September 30, 1996, SRG shall transfer to Zises in consideration of $224,150
(payable by forgiveness of the Advance) all of its rights and interests under
the Letter Agreement dated December 11, 1995, between SRG and CM Franchise Corp.
with respect to the Common Stock and Warrants referred to therein and all its
right, title and interest in such Common Stock and Warrants.
3. SRG will execute an Assignment and Notice of Assignment and will
deliver same, together with the certificates for the stock, to Xxxxxx X. Xxxxxx,
as Escrow Agent. If by September 30, 1996, the Escrow Agent receives notice
from SRG that the Advance has been repaid ("Payment Notice"), the Escrow Agent
will deliver a copy of such notice to Zises by hand delivery or facsimile, sent
to the address or number set forth above, within three (3) business days. If
within five (5) business days after Zises' receipt of said notice Zises has not
provided the Escrow Agent with notice, by hand delivery or facsimile to the
address or number set forth below, that he disputes such Payment Notice, the
Escrow Agent will deliver the certificate for the stock, the Assignment and
Notice of Assignment to SRG. If no Payment Notice is received by the Escrow
Agent prior to September 30, 1996, the Escrow Agent will deliver the Assignment
and Notice of Assignment to Zises. If the Escrow Agent receives a Payment
Notice from SRG and notice of dispute from Zises as described above, the Escrow
Agent will hold the Assignment and Notice of Assignment until receipt by him of
(i) joint instructions from Zises and SRG or (ii) a final order of court
directing the disposition thereof. Zises agrees to notify the Escrow Agent
immediately if the Advance is repaid, in which case the Escrow Agent will
destroy the Assignment and Notice of Assignment and redeliver the stock to SRG.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
SPECIALTY RETAIL GROUP, INC.
By: /s/ XXXXX X. XXXXXX
-----------------------------------
Xxxxx X. Xxxxxx
Accepted and Agreed:
By: /s/ XXXXX XXXXX
-----------------------------------
Xxxxx Xxxxx
/s/ XXXXXX X. XXXXXX
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Escrow Agent
Address 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000
Facsimile Number (000) 000-0000
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