Exhibit 10.1
February 5, 2004
Xxxxxxx X. Xxxxxx XXX, Chairman
Essential Reality, Inc.
000 Xxxxxx Xxxx.
Mineola, NY 11501
RE: PROPOSED REORGANIZATION
Dear Xx. Xxxxxx:
This letter agreement serves as the agreement between Essential
Reality, Inc. (the "Company") and Xxxxxxx Xxxxxxx, Inc. ("JSI") regarding
compensation for non-legal services provided by JSI to the Company, including
but not limited to services in connection with the Company's proposed
reorganization transaction (the "Reorganization"). For JSI's services to the
Reorganization, the Company shall duly issue and deliver, or cause to deliver as
soon as practicable after the closing of the private placement offering
contemplated by the Company, to JSI 30,000 shares of the Company's common stock
at a value of $.14 per share.
The Company, under a separate agreement (the "Retainer Agreement"), has
retained the legal services of Gottbetter & Partners, LLP ("G&P") as its
corporate and securities counsel. The Company and JSI agree that this agreement
and the consideration being paid hereunder are not in exchange for legal
services, and no legal services have been or will be provided to the Company by
JSI. In addition, JSI has not been asked to perform, is not required to perform,
and has not performed any due diligence with respect to the above-referenced
transactions, nor has it advised or counseled the Company as to the financial
viability or likelihood of success of the above-referenced transactions.
G&P and JSI consist of the same principal owners. The Retainer
Agreement includes disclosures, waivers and consents regarding the conflict of
interest raised by G&P's legal representation of the Company and JSI's
relationship with the Company hereunder, which are specifically incorporated
herein by reference.
The Company acknowledges that the value of JSI's shares could have a
substantially higher value than the value of the services provided by JSI. This
Agreement is to be governed by New York law. It may be modified only in writing
signed by JSI and the Company.
Chairman Xxxxxxx X. Xxxxxx, III
June 10, 2004
Page 2
We look forward to working with you in completing the Reorganization for the
Company.
Sincerely,
/s/ Xxxx X. Xxxxxxxxxx
------------------
Xxxx X. Xxxxxxxxxx
President
AGREED AND ACCEPTED: AGREED AND ACCEPTED:
Essential Reality, Inc. AllianceCorner Distributors, Inc.
Consent to stock issuance only
By: ______________________ By: ______________________
Name: ____________________ Name: ____________________
Title: ___________________ Title: ___________________
