LEA MANAGEMENT GROUP LLC. December 5, 2006 AGREEMENT FOR SERVICES
LEA
MANAGEMENT GROUP LLC.
December
5, 2006
The
undersigned TIMESHARE
LOANS ("TIMESHARE LOANS"), with
its
principal offices and place of
business at 0000 X. Xxxxx Xxxx. Xxxxx 000, Xxx Xxxxx XX 00000, enters into
this
Agreement for Services
with LEA Management Group LLC. ("LEA"), with its principal offices and place
of
business at 000
Xxxxx
Xxxxxxx Xxxxxx, Xxxxx 000-X, Xxxxx, Xxxxx 00000 that LEA will facilitate and
manage the process taking TIMESHARE
LOANS
from
a
private corporation to an OTCBB
public
corporation, including but
not
limited to obtaining legal counsel and financial auditors to bring TIMESHARE
LOANS onto
OTCBB using
the
PubficLotinch• method (rather than the reverse merger into a public shell
method) with following
terms and conditions agreed by both parties:
| 1. |
Creating
a new TIMESHARE
LOANS HOLDINGS INC. or
restructuring TIMESHARE
LOANS, the
existing corporation
incorporated in Nevada, determined by both parties, to own 100 percent
of
TIMESHARE
LOANS
and
all subsidiaries.
|
| 2. |
The
total authorized Shares shall be 370,000,000 common shares, 30,000,000
preferred shares and the total
issued shares to be 30,000,000 common shares upon approval of SEC
becoming
a public company
("Approval"). All public company shares issuance shall be in accordance
with the SEC 144 rule; however, as specified below, some agreed
shares are to he registered in the SB-2 filing as part of the
"Private to Public process" leading to listing on OTCBB. The 30,000,000
common shares shall include
all shares issued under this Agreement (except for shares issued
in
connection with financing) including
repayment of loans, reimbursement of expenses and back compensations.
No
other class of stock
is to be authorized or issued.
|
| 3. |
As
determined by TIMESHARE
LOANS, after
the Closing, TIMESHARE
LOANS shall
reimburse any previous
debts or Compensation to Control Persons from within the 30,000,000
shares
authorized and issued under this Agreement. It is understood that
Control
Persons' shares are treated differently from non-Control
Persons in relation to tradability by law, and that all Control Persons
may be required, as a
condition of financing, to sign a "Lock Up Agreement" with the underwriter
which will have the effect
of restricting the sale of the shares regardless of the tradability
of the
shares themselves.
|
TIMESHARELOANS's
OBLIGATIONS
| 4. |
TIMESHARE
LOANS
will
fulfill
to the satisfaction of LEA the following
conditions:
|
| · |
Restructure
TIMESHARE
LOANS ("TIMESHARE LOANS HOLDINGS INC.") to
meet the requirement of [PO directed by
LEA;
|
| · |
Prepare
TIMESHARE
LOAN'S
subsidiaries
for acquisition as wholly owned subsidiaries of the new TIMESI-IARE
LOANS HOLDINGS, Inc.;
|
| · |
TIMESHARE
LOANS HOLDINGS INC. shall
issue 10,000 Preferred Shares in the name of LEA Management
Group LLC. and will be held in LEA's name until closing, at which
time LEA
will cancel
those shares and relinquish their position as a controlling
entity.
|
| · |
Issue,
upon final acceptance as an OTCBB public company, 30,000,000 shares
of
common stock in
the new
TIMESHARE
LOANS HOLDINGS INC. and
no
other
classes of stock;
|
LEA
MANAGEMENT GROUP LLC.
| • |
Allow
no reverse of its stock shares for a period of two years without
the
approval of TIMESHARE
LOANS HOLDINGS INc.'s
outside Board Members and its independent
auditor;
|
| • |
All
legal and auditor opinions and financial statements are to be completed.
|
|
•
|
TIMESHARE
LOANS will
make available all officers, documents and materials required on
a timely
basis;
|
|
•
|
Certification
is to be given to LEA legal counsel establishing TIMESHARE
LOAN'S rights
to all assets,
property, contracts, royalties, patents, copyrights, licenses and
permits;
|
|
•
|
Register
and agreed upon number of shares (see Clause 6) of new TIMESHARE
LOANS HOLDINGS INC.
issued
in LEA's name or assigns in the first registration (generally an
SB-2
filing with the S.E.C.)
as part of the process of securing listing on OTCBB. These shares
are part
of the new TIMESHARE
LOANS HOLDINGS INC. shares
agreed as compensation for LEA (enumerated
below.)
|
LEA's
OBLIGATIONS
5.
LEA
shall
fulfill to the satisfaction of TIMESHARE
LOANS the
following conditions:
|
§
|
Facilitate
and manage the process taking TIMESHARE
LOANS HOLDINGS INC. from
a private corporation
to a U.S. OTCBB public corporation. This process will take approximately
four to six
months assuming TIMESHARE
LOAN'S
timely delivery of an audited financial statement. LEA will
use the Pa/Vic-Law/dr method rather than the reverse merger into
a public
shell method;
|
|
§
|
Obtain
legal counsel and financial auditors to bring TIMESHARE
LOANS HOLDINGS INC. onto
OTCBB;
|
| § | Assist to restructure the existing TIMESHARE LOANS to meet the requirement of becoming an OTCBB corporation, and to own 100 percent of all TIMESHARE LOANS subsidiaries; |
| § |
Inform
and consult with the designated officer of TIMESHARE
LOANS or
assigns on any and all relevant
processes, information or other matters concerning the public launch
of
TIMESHARE
LOANS HOLDINGS INC.;
|
| § | Utilize its SEC legal counsel and auditor to prepare and file all required SEC Forms and filings with the SEC and/or NASD as required by law, and will continue to coordinate on behalf of TIMESHARE LOANS in accordance with NASD & SEC regulations to keep all filings current until closing. "Closing" is defined as acceptance of TIMESHARE LOANS HOLDINGS INC. as an OTCBB listed company by the NASD (National Association of Securities Dealers). |
| § |
Cooperate
with state regulators to provide documentation of the process and
supply
them with any
forms or information as
needed.
|
| § |
Engage
OTC Stock Transfer or equivalent as TIMESHARE
LOANS HOLDINGS INC.'s transfer
agent for
its public stock with terms and conditions, acceptable to TIMESHARE
LOANS;
|
| § | Secure at least two market makers for TIMESHARE LOANS HOLDINGS INC. |
LEA
MANAGEMENT GROUP LLC.
6.TIMESHARE
LOANS HOLDINGS INC. will
assign the following to LEA on the timeline stated:
| § |
Fifteen
percent (15%) of TIMESHARE
LOANS HOLDINGS INC. common
shares of stock (4,500,000
shares) are to be placed in escrow with LEA's SEC attorney in the
name of
LEA Management
Group LLC. or assigns to be released as assigned upon acceptance
of
TIMESHARE
LOANS HOLDINGS INC. as
an OTCBB listed company by the NASD as compensation
for efforts required to bring TIMESHARE
LOANS HOLDINGS INC. to
the NASD as an
OTCBB listed company;
|
|
25%
of LEA Management and/or assigns shares will be held in escrow by
TIMESHARE
LOANS HOLDINGS INC.'s SEC
attorney for a period of 18
months,
or until released
by TIMESHARE
LOANS HOLDINGS INC.
|
| $100,000 is to be paid to LEA up frönt for costs incurred in managing the process. |
| o |
This
is to be paid in three installments before the company is accepted
as a
public company
by the SEC.
|
n Installment
1 - Due Upon Signing of this document.
n Installment
2 - Due within 60 days after signing.
n Installment
3 - Due upon or before closing.
| · |
Thirteen
percent (13%) of TIMESHARE
LOANS HOLDINGS INC. common
shares of stock (3,900,000
shares) are to be placed in escrow with LEA's SEC attorney in the
name of
The Research
Evaluation Center or assigns.
|
| º |
25%
of The Research Evaluation Center and/or assigns shares will be held
in
escrow by
TIMESHARE
LOANS HOLDINGS INC.'s SEC
attorney for a period of 18 months, or until
released by TIMESHARE
LOANS HOLDINGS INC.
|
| · |
Twelve
percent (12%) of TIMESHARE
LOANS HOLDINGS INC.'s
common shares of stock (3,600,000
shares) are to be held in escrow by TIMESHARE
LOANS HOLDINGS INC. in
the expectation
that it is to be released to a mutually acceptable PR/IR firm as
required
to fund PR/IR
activities (Note: Additional Agreement below). These shares are to
be
registered ("piggyback
registration") in the first SB-2 as part of the Closing registration
shares leading to
OTCBB.
|
ADDITIONAL
AGREEMENT
In
addition to this agreement, TIMESI-IARE
LOANS is
required to complete an Agreement between new
TIMESHARE
LOANS HOLDINGS INC.
and
a
mutually acceptable PR/IR firm to develop and expand the market
for TIMESHARE
LOANS HOLDINGS INC.'s
public stock. LEA is prepared to engage a mutually acceptable PR/IR company
on
TIMESHARE
LOANS HOLDINGS INC.'s
behalf, and
at
LEA's direction. This Additional Agreement will not become effective until
and
when TIMESHARE
LOANS HOLDINGS INC. is
accepted as an OTCBB listed company by the NASD. LEA estimates this Additional
Agreement will require
twelve percent (12%) of the common shares (3,600,000) to be paid in stages
over
a one-year
LEA
MANAGEMENT GROUP LLC.
period;
these shares are to be released by TIMESHARE
LOANS HOLDINGS INC. as
required to fund the PR/ IR
activities.
CONFIDENTIALITY
It
is
agreed that the terms of this Agreement are strictly confidential, and will
be
kept such unless agreed
in
writing by both TIMESHARE
LOANS and
LEA.
SIGNATURES
OF THE PARTIES
| FOR: TIMESHARE LOANS HOLDINGS INC. |
FOR:
LEA MANAGEMENT GROUP LLC.
|
||
| /s/ Xxxx Xxxxxxxx | /s/ Xxxxxx X. Xxxxxxxx | ||
|
Xxxx Xxxxxxxx, Chairman & CEO |
Xxxxxx X. Xxxxxxxx, Managing Director |
||
| Date: December 5, 2006 | Date: December 5, 2006 |
0000
XXXXX
XXXX XXXX. XXXXX 0000
•
SANTA
MONICA, CA,
USA •
90405
PH
0
(000)
000-0000
• FAX 0 (000) 000-0000 •
CELL
0
(000) 000-0000
E-MAIL:
XXXXXX@XXXXXXXXXXXXX.XXX •
WEB: XXX.XXXXXXXXXXXX.XXX
