AGREEMENT between Xxxxx Acquisition Corp. (the "Company") and
Newfield Capital, Inc. ("Newfield")
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, Newfield is the sole shareholder of the Company, and the
Company desires that Newfield assist it in locating a suitable target
company for a Business Combination.
NOW THEREFORE, it is agreed:
1. ACTIONS BY NEWFIELD. Newfield agrees:
(a) To assist in 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;
(b) To assist in the location and review of potential target
companies for a business combination and the introduction of potential
candidates to the Company;
(c) To assist in 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; and
(d) The Company may use the business offices of Newfield at 00 Xxx
Xxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000 as its office address without any
rent payments until the Company enters into a business combination.
2. PAYMENT OF THE COMPANY EXPENSES. Newfield 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.
Newfield understands and agrees that it will not be reimbursed for any
payments made by it on behalf of the Company.
3. INDEPENDENT CONSULTANT. Newfield is not now, and shall not be,
authorized to enter into any agreements, contracts or understandings
on behalf of the Company and Newfield is not, and shall not be deemed
to be, an agent of the Company.
4. USE OF OTHER CONSULTANTS. The Company understands and agrees that
Newfield intends to work with consultants, brokers, bankers, or others
to assist it in locating business entities suitable for a business
combination and that Newfield 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. NEWFIELD EXPENSES. Newfield will bear its own expenses incurred
in regard to its actions under this agreement.
6. 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
State of Connecticut.
7. 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. EFFECTIVE DATE. The effective date of this agreement is as of
January 2, 2002.
IN WITNESS WHEREOF, the parties have approved and executed this
agreement.
Xxxxx Acquisition Corp.
By: _____________________
President
Newfield Capital, Inc.
By: _____________________
President
