LETTER AGREEMENT
Exhibit
10.1
Binding
Letter Agreement
This
Letter Agreement is entered into on this 26th day of November, 2007, for the
purpose of confirming the general terms of a legally binding agreement by and
among Peabodys Coffee Inc., a Nevada corporation ("PBDY"), and Inca Group
Partners, a Nevada Partnership ("IGP"), relating to the acquisition by IGP
of a
controlling equity interest in Peabodys Coffee Inc..
I
Recitals
A)
Peabodys
Coffee is seeking a merger or financing “Transaction” with an investor in order
to obtain additional liquidity, pursue its business plan and to maximize
shareholder value.
B)
IGP
desires to enter into a transaction with Peabodys Coffee (the “Transaction”),
and desires to acquire a common stock interest in Peabodys Coffee equal to
at
least 52% of the outstanding common stock.
C)
By
and
through this Letter Agreement, Peabodys Coffee and IGP desire to confirm the
proposed basic terms of the Transaction that will be set forth in a subsequent,
definitive agreement (“Definitive Agreement”) to be entered into between the
parties on or before December 15 , 2007, unless such date is extended by mutual
agreement of the parties hereto.
II
Basic
Terms
1.
Acquisition
of Peabodys Coffee Stock .
IGP
will acquire sixty (60) million shares of common stock from Peabodys Coffee’s
treasury in exchange for the sum of Three Hundred Thousand and 00/100
($300,000.00) Dollars. Upon execution of this Letter Agreement, Peabodys Coffee
will issue 60 million Peabodys Coffee Inc. common stock to Inca Group Partners.
The purchase shall be paid by promissory note, delivered upon execution hereof,
and shall be due and payable not later than sixty (60) days from the date the
Peabodys Coffee Inc. common stock is issued. In the event that IGP shall fail
to
remit payment of its promissory note when due, Peabodys Coffee shall have the
sole right to cancel all share certificates issued and to rescind the
Transaction in its entirety. In such event, IGP covenants with Peabodys Coffee
that it shall immediately return all certificates and shall not assert any
claim
of ownership. Further terms as mutually agreed upon by the parties shall be
set
forth in the Definitive Agreement.
2.
Additional
Capital .
IGP
will transfer additional assets to be used by Peabodys Coffee to pay off the
balance of the other debt in accordance with the asset stock exchange agreement
dated September 17, 2007.
3.
Consulting
Agreements .
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Xxxxxxx
agrees to stay on as a consultant for a period of no more than one
year
for compensation to be determined and set forth in the Definitive
Agreement.
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4.
Major
Creditor Understandings .
As part
of the Transaction, Xxxxxxx agrees to negotiate in a best efforts all
outstanding debt down to a total of $170,000.00 or that which is acceptable
to
the Inca Group Partners. IGP will negotiate with La Jolla Cove Investors
directly for new terms and conditions of their convertible note with the
company. These transactions must take place prior to, or simultaneous with
the
execution of the Definitive Agreement.
5.
Contingency
.
The
consummation of the Transaction shall be contingent upon the negotiation of
the
Definitive Agreement for the Transaction upon terms which are mutually
satisfactory to the parties. The terms of the Transaction are to be negotiated
by the parties and will be subject to closing conditions and contingencies
to be
determined in the sole discretion of IGP, including, without limitation,
satisfactory due diligence review by IGP.
6.
Board
Consent .
Peabodys Coffee represents that its Board of Directors, at a meeting duly held
on November 26, 2007, has approved the basic terms of the Transaction
contemplated by the parties and has authorized Xxxxxxx, as its CEO, to enter
into the Definitive Agreement upon terms and conditions which are mutually
satisfactory to the parties and in the best interests of Peabodys
Coffee.
III
Miscellaneous
7.
No
Encumbrances .
All
shares of Peabodys Coffee acquired by IGP hereunder shall be delivered free
and
clear of any and all encumbrances of any nature whatsoever (other than
restrictions on resale pursuant to Rule 144 under the Securities Act of 1933)
and shall be validly issued and nonassessable.
8.
Termination
.
Any
party may terminate this Letter of Intent by providing the other party with
written notice of such termination to the other parties if the Definitive
Agreement for the Transaction between Peabodys Coffee and IGP is not executed
on
or before 5:00 p.m. (PST) on December 15, 2007.
9.
No
Assurances; Binding .
This
Letter of Intent is contractual and binding upon all parties signatory hereto.
Peabodys Coffee agrees with IGP that it will not negotiate with any other
parties pertaining to this contemplated Transaction until this transaction
is
consummated or terminated.
10.
Counterparts
.
This
Letter of Intent is executed in counterparts, each of which shall be deemed
an
original, but all of which together shall constitute one and the same
instrument. Delivery of a signed counterpart by facsimile transmission shall
be
deemed an original for all purposes.
11.
Governing
Law .
This
Agreement shall be governed by and construed in accordance with the domestic
laws of Nevada, without reference to any choice of law provisions.
12.
Expenses;
Disputes .
Each of
the parties will bear its own costs and expenses (including legal fees) incurred
in connection with this Letter Agreement and the consummation of the Transaction
contemplated hereby. The prevailing party in any suit or proceeding arising
under this Letter Agreement shall be entitled to recover its reasonable costs
and expenses, including a reasonable sum as attorneys’ fees.
13.
Good
Faith Deposit .
IGP
shall remit the sum of Five Thousand ($5,000.00) Dollars to Peabodys Coffee
as a
good faith deposit. The good faith deposit shall be evidenced by a convertible
promissory note that will ensure return to IGP in the event the parties are
unable to mutually agree upon the terms of the Definitive Agreement.
[Signature
Page Follows]
IN
WITNESS WHEREOF ,
the
Parties hereto have executed this Letter of Intent by their duly authorized
representatives or agents as of the date first above written.
“PEABODYS
COFFEE”
Peabodys
Coffee Corp.
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By:
Xxxx
Tkacuk
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Date:
11/26/2007
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Name:
Xxxx Xxxxxxx, CEO
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“IGP”
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Inca Group Partners
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By:
Xxxxxx
Xxxxxxx
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Date:
11/26/2007
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Name:
Xxxxxx Xxxxxxx
Managing
Partner
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