Exhibit 10.1
AGREEMENT
AGREEMENT dated this 4th day of February 2009, by and between J.H. MILLER PICTURE FRAMING CO., INC. (hereinafter “JH MILLER”), a Nevada Corporation, with offices located at 305 Bridge Street, Springfield, MA 01103, James Hutchinson, President of JH MILLER and Gary B. Wolff, P.C., counsel to JH MILLER, with offices located at 488 Madison Avenue, Suite 1100, New York, New York 10022.
WHEREAS, JH MILLER is preparing to file a Registration Statement with the United States Securities and Exchange Commission (hereinafter the “SEC”) on Form S-1 which Registration Statement indicates in Part II, Item 13, offering expenses approximating sixty five thousand ($65,000) dollars of which fifty thousand ($50,000) dollars are indicated as legal fees and expenses; and
WHEREAS, JH MILLER has agreed to pay all such costs as and when necessary and required, or to otherwise accrue such costs on its books and records until it is able to pay the full amount due, either from revenues or loans from its President.
NOW, THEREFORE, it is herewith agreed as follows: Absent sufficient revenues to pay these amounts within six (6) months of the date of the JH MILLER prospectus, JH MILLER’s President agrees to loan JH MILLER the funds to cover the balance of outstanding professional and related fees relating to JH MILLER’s prospectus if the professionals involved insist on cash payments. If and when loaned, the loan will be evidenced by a non-interest bearing unsecured corporate note to be treated as a loan until repaid, if and when JH MILLER has the financial resources to do so. Gary B. Wolff, P.C., JH MILLER’s counsel, by signing this Agreement agrees in full to defer his legal fees in the manner set forth in this Agreement.
The parties hereto understand that the above constitutes a binding Agreement and that the contents thereof are referred to in the aforesaid Registration Statement, in the subheading entitled “Liquidity” as found in the Management’s Discussion and Analysis or Plan of Operation section.
The above constitutes the entire Agreement between the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the 4th day of February 2009.
J.H. MILLER PICTURE FRAMING CO., INC.
By: | /s/ James Hutchinson |
| James Hutchinson, J.H. MILLER, President |
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By: | /s/ James Hutchinson |
| James Hutchinson, J.H. MILLER, Individually |
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GARY B. WOLFF, P.C. | |
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By: | /s/ Gary B. Wolff |
| Gary B. Wolff, President |
