Exhibit 10.22
ENCLAVES GROUP, INC.
0000 XXXX XXXXXXX XXXXX XXXX
XXXXX 000
XXXXXXXXXX, XXXXX 00000
December 22, 2004
Mr. Xxxxxx XxxXxxxxxx
Chief Executive Officer
Homes for America Holdings, Inc.
Xxx X'Xxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
RE: Transfer of "Your Home" Properties and Concept
Dear Xx. XxxXxxxxxx:
This letter will outline the basic terms of the agreement between Enclaves
Group, Inc. (EG), Your Homes Holdings LLC (YHH) and Homes for America Holdings,
Inc. (HFAH).
1. Effective Immediately, HFAH will transfer to YHH all
rights, title, interest, designs, trade marks, copyright material,
labor, and equipment invested into the development of the "Your Home"
concept. A license for the use of the Your Home Concept shall be
granted to EG at a cost not to exceed $5,000 per year. The license
shall be prpetual subject to the right of cancellation at the sole
discretion of YHH due to the insolvency or bankruptcy filing of EG, a
change in the EG Board of Directors, changes in the management or
officers of EG.
2. Effective Immediately, HFAH will transfer to EG all rights,
title, interest, designs, trade marks, labor, and equipment and
contract for the acquisition of land in North Ft. Xxxxx, Florida and
contract for acquisition of land in Mesquite, Texas.
3. EG will issue to HFAH 10,000 shares of common stock in
consideration of the Contribution of $ 600,000 under the terms of the
separate equity conversion agreement between HFAH and EG, as approved
by the HFAH Board on December 17, 2004.
4. EG will issue a note payable to HFAH in an amount equal to
the actual funds invested in the assets being transferred to EG as
certified by the accountants, Xxxxxxxx LLP, reduced by the $ 600,000
Contribution. The note shall be for a term of 5 years and bear per
annum interest at 5 %. The interest shall accrue and payments will not
be commenced until EG has received funding in the amount of $ 3,000,000
under the SEDA Agreement between EG and Cornell. Upon commencement of
payments the loan shall be self-amortizing with monthly payments of
principal and interest divided over the remaining term of the note.
TELEPHONE 000.000.0000 FACSIMILE 972.416.9441
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5. HFAH will provide all assistance, manpower, and information
required to complete the delisting and revocation of the registration
of HFAH stock with the SEC.
6. HFAH will execute the Cornell Capital Debenture Guarantee
for the benefit of EG. EG will indemnify HFAH for any claims against
the guarantee subject to HFAH completing their SEC filings as outlined
above.
7. EG will pay HFAH a finance placement fee equal to 5% for
all financing EG receives under the $5,500,000 Cornell Capital
Debenture Agreement. Half of the fee will be paid on a prorarated basis
as the financing is received and the other half will be deferred until
EG has received a minimum of $3,000,000 under the SEDA with Cornell
Capital.
8. EG will pay HFAH a finance placement fee equal to 2.5% for
all financing EG receives under the $40,000,000 SEDA Agreement between
EG and Cornell Capital. The fee will be paid on a prorarated basis as
the financing is received from Cornell Capital.
9. HFAH and EG agree to execute and deliver a formal agreement
under the terms outlined above as may be required by EG, YHH and HFAH.
Please confirm the above terms for by and between HFAH, YHH
and EG by executing a counterpart of this letter and returning it to
the undersigned.
Very truly yours,
ENCLAVES GROUP, INC.
By: /s/ Xxxx X. XxxXxxxxxx
----------------------------
Xxxx X. XxxXxxxxxx
Its: Chief Operating Officer
AGREED AND ACCEPTED:
HOMES FOR AMERICA HOLDINGS, INC.
By: /s/ Xxxxxx X. XxxXxxxxxx
--------------------------------
Xxxxxx X. XxxXxxxxxx
Its: Chief Executive Officer
Date:
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