EXHIBIT 10.1
November 20, 2003
Xxxxxxx X. Xxxxx
Reink Corp.
0000 Xxxxxxxxxx Xx.
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0\
RE: Proposed Reorganization
Dear Xx. Xxxxx:
This letter agreement serves as the agreement between Reink Corp. (the
"Company") and Xxxxxxx Xxxxxxx, Inc. ("JSI") regarding compensation for
non-legal, consulting services provided by JSI to the Company, including but not
limited to services in connection with the Company's proposed reorganization
transaction (the "Reorganization"). Upon execution of this agreement, the
Company shall duly issue and deliver, or cause to deliver, immediately to JSI
50,000 free trading shares of the Company's common stock at a value of $.10 per
share (the "Shares"). In the event the Company must register the Shares on Form
S-8, then the parties agree that the shares will be issued to Xxxx X.
Xxxxxxxxxx.
The Company, under a separate agreement ("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 transaction.
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.
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We look forward to working with you in developing the Company's business.
Sincerely,
/s/ Xxxx X. Xxxxxxxxxx
President
AGREED AND ACCEPTED:
Reink Corp.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: CFO
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