AGREEMENT between IMPERIAL INVESTMENTS NEVADA, INC. ("IMPERIAL") and
PACIFIC ACQUISITION CORPORATION (the "Company").
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 IMPERIAL is a shareholder of the Company and desires that the
Company locate a suitable target company for a Business Combination;
WHEREAS the Company desires that Imperial assist it in locating a
suitable target company for a Business Combination;
NOW THEREFORE, it is agreed:
1.00 ACTIONS BY IMPERIAL. IMPERIAL agrees to assist in:
1.01 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;
1.02 The location and review of potential target companies for a business
combination and the introduction of
potential candidates to the Company;
1.03 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;
2.00 PAYMENT OF THE COMPANY EXPENSES. IMPERIAL 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. IMPERIAL understands
and agrees that it will not be reimbursed for any payments made by it on behalf
of the Company.
3.00 INDEPENDENT CONSULTANT. IMPERIAL is not now, and shall not be,
authorized to enter into any agreements, contracts or understandings on behalf
of the Company and IMPERIAL is not, and shall not be deemed to be, an agent of
the Company.
4.00 USE OF OTHER CONSULTANTS. The Company understands and agrees that
IMPERIAL intends to work with consultants, brokers, bankers, or others to assist
it in locating business entities suitable for a business combination and that
IMPERIAL 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.
5.00 IMPERIAL EXPENSES. IMPERIAL will bear its own expenses incurred in
regard to its actions under this agreement.
6.00 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 Nevada.
7.00 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.
8.00 EFFECTIVE DATE. The effective date of this agreement is as of March 6,
2000.
IN WITNESS WHEREOF, the parties have approved and executed this agreement.
IMPERIAL INVESTMENTS NEVADA, INC.
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President
Pacific Acquisition CORPORATION
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President
