EXHIBIT 10.1
AGREEMENT between GGM CAPITAL CORPORATION ("GGM") and STARLITE
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 GGM 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 GGM assist it in locating a suitable
target company for a Business Combination;
NOW THEREFORE, it is agreed:
1.00 ACTIONS BY GGM. GGM 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. GGM 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. GGM understands and
agrees that it will not be reimbursed for any payments made by it on behalf of
the Company.
3.00 INDEPENDENT CONSULTANT. GGM is not now, and shall not be,
authorized to enter into any agreements, contracts or understandings on behalf
of the Company and GGM 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
GGM intends to work with consultants, brokers, bankers, or others to assist it
in locating business entities suitable for a business combination and that GGM
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 GGM EXPENSES. GGM 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 New York.
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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
February 16, 2001.
IN WITNESS WHEREOF, the parties have approved and executed this
agreement.
GGM CAPITAL CORPORATION
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President
STARLITE ACQUISITION CORPORATION
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President
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