Exhibit 10.1
ZEEZOO SOFTWARE CORP.
0000 XXXXXXX XXXXX, 0XX XXXXX
XXX XXXX XX 00000
June 17, 2008
NON-BINDING OFFER TO FINANCE ENHANCE SKIN PRODUCTS, INC.
This Offer to Finance is non-binding on either party and is intended to
establish a basis for future discussions and a definitive investment agreement
between Zeezoo Software Corp. ("Zeezoo") and Enhance Skin Products, Inc.
("Enhance"). This Offer to Finance is subject to the parties entering into a
binding definitive investment agreement. Subject to the foregoing, Xxxxxx offers
to finance Enhance on the following terms that are to be more fully set out in
the definitive investment agreement:
1. Xxxxxx's present management will transfer 27,500,000 of their shares to
Enhance to acquire all the assets of Enhance, including but not limited to
Patents, Trademarks, and intellectual property.
2. Concurrent with Section 1 above, Xxxxxx will raise US $1,500,000 by issuing
1,500,000 units at US $1.00 per unit. Each unit consists of one common
share and one half (1/2) share purchase warrants. Each warrant is
exercisable into a common share for one year at a price of $1.40. The
warrants will be exercised based on Enhance achieving $2,000,000 in sales
in the first year.
3. Upon closing of Zeezoo's acquisition of Enhance's assets, the new company
will have 50 million shares outstanding as follows:
# of Shares
Shareholder(s) (millions)
-------------- ----------
Zeezoo 20.25
Enhance 27.5
Financing 2.25
4. Enhance will satisfy the shareholders of Zeezoo that Xxxxxxx's assets are
free and clear to enter into this transaction except as disclosed during
due diligence and that it does not have any pre-merger liabilities other
than as disclosed during due diligence.
5. Zeezoo to change its name to Enhance Skin Products, Inc.
6. After Enhance has entered into the definitive formal investment agreement
and if the proposed acquisition of Enhance does not close by July 31, 2008
as a consequence of Enhance not entering into the proposed acquisition.
Enhance will pay fifty (50%) percent (up to $30,000), of Zeezoo's legal
fees.
7. After Xxxxxx has entered into the definitive investment agreement and if
the proposed acquisition of Enhance does not close by July 31, 2008 as a
consequence of Zeezoo not entering into the proposed acquisition or failing
to raise the funds referred to in Section 2 above, Xxxxxx will pay fifty
(50%) percent (up to $30,000), of Enhance's legal fees.
8. This offer is open for acceptance until June 16th, 2008 at 5:00 pm Pacific
time.
Upon acceptance of this offer, Xxxxxx will draft a formal investment agreement.
/s/ Xx. Xxxxxx X. Xxxxxxx
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Xx. Xxxxxx X. Xxxxxxx, CEO, Enhance Skin Products Inc.
/s/ Xxxx Xxxxx
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Xxxx Xxxxx, President, Zeezoo Software Corp.
