EXHIBIT 10.10
AGREEMENT
This is an agreement by and between National Boston Medical, Inc. (NBMI), a
Delaware corporation and Rothschild Reserve International, Inc. (ROTHSCHILD),
Florida corporation, and Mayflower Industries, Inc. (MAYFLOWER), a Delaware
corporation.
ROTHSCHILD and MAYFLOWER agree to provide a fully trading public shell (PUBCO)
for NBMI. The private stock of NBMI will be exchanged for a control block of the
PUBCO stock. In return, NBMI will provide the following consideration.
ROTHSCHILD and MAYFLOWER will receive just prior to the merger 325,000 shares
each for a total of 650,000 shares of the private stock of NBMI. The 650,000
shares of NBMI will be converted to public shares in the proportion assuming a
one-to-one ratio to 200,000 shares each of restricted 144 shares for a total of
400,000 shares of PUBCO and an additional 112,500 shares each for free trading
shares for a total of 225,000 shares of PUBCO. Should the ratio be different
than one-to-one, the PUBCO shares would be proportioned accordingly. ROTHSCHILD
and MAYFLOWER will do their best efforts to raise $3-5 million in capital for
PUBCO by September 1, 1998.
For raising capital and for funds raised through licensing agreements for a new
PUBCO, ROTHSCHILD and MAYFLOWER will be entitled to three and one-half percent
(31/2%) each, for a total of seven percent (7%), for accomplishing such
transactions.
The estimated cost of doing the merger is $250,000. This should be inclusive of
the SEC attorney. For any other introductions-to Market Makers, PR firms,
Attorneys, CPA firms, registration on Berlin, UK or other countries exchanges,
European market making, Wall Street Journal announcementsintroduction and
assistance in secondary offerings are separate expenses and paid by PUBCO when
they are agreed to by all parties.
NBMI should advance to ROTHSCHILD fifty percent (50%) of the $250,000 today to
be gin covering some of the costs. ROTHSCHILD will maintain an audit of all
expenses and unused funds will be returned to NBMI. Should the costs slightly
exceed $250,000, though not anticipated, NBMI would have to agree or reject the
additional expenses. The due diligence on the PUBCO candidates will begin
immediately upon signing of this agreement. The anticipated completion date for
the merger is on or before July 1, 1998.
The parties here in, by their endorsement below, agree and accept the terms of
this agreement.
/s/ Xxxxxx Xxxxx 5/21/98
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Xxxxxx Xxxxx, President Date
National Boston Medical, Inc.
/s/ Xxxxx X. Xxxxxxx 5/21/98
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Xxxxx X. Xxxxxxx, COO Date
National Boston Medical, Inc.
/s/ Xxxxxx X. Xxxxxxxxxx 5/21/98
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Xxxxxx X. Xxxxxxxxxx, President Date
Rothschild Reserve
International, Inc.
/s/ Xxxxxx Xxxxxxxxx 5/21/98
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Xxxxxx Xxxxxxxxx, President Date
Mayflower Industries, Inc.
