BBT CONSULTING GROUP LTD
1941 New York Ave. Office: (718) 377-1028
Brooklyn, NY 11210 Fax: (718) 377-1028
- --------------------------------------------------------------------------------
September 8, 1999
Mr J. Michel de MONTIGNY, president
GSI TECHNOLOGIES INC.
Re: I.B.C. CORPORATION - Mandate
- --------------------------------------------------------------------------------
Dear Mr de Montigny:
This letter is to confirm our agreement, whereby you will engage our firm to
assist you in your mandate to obtain a (NASD) OTC Bulletin Board listing for the
common shares of I.B.C. CORPORATION.
The Major work required:
Phase 1 (becoming public)
o Engaging and paying SEC qualified attorney;
o Filing Form D for financing (506) with an appropriate state commission;
o Filing Form 10 with SEC to become reporting company;
o Filing with various state regulatory bodies, as necessary;
o Legal opinion letter (guaranteeing that all the rules have been followed);
o Arranging for transfer agent;
o Arranging for 50 shareholders;
o Interfacing with all professional help and organising the information flow.
Phase II (getting listed)
o Arranging for marketmakers;
o Assistance in filing Form C-211 to get approved and listed for trading.
BBT will be responsible for all securities related legal work, that is , our
counsel will be engaged to complete this work. For your information please note,
that our SEC attorney is Irving Rothstein of Heller, Horowitz & Feit of New
York, NY.
However, the cost and oversight of all accounting and audit requirements will be
your responsibility.
Our fees for the above is :
o 25 000$ U.S. payable immediately;
o 25 000$ U.S. payable after the listing ;
o 500 000 common shares and 500 000 warrants ;
And the expected time to accomplish the listing is approximately four (4)
months.
If you are in agreement, please sign bellow and accompany your response with a
deposit of 25 000$ U.S.
Sincerely,
DAVID AMSEL
- --------------------------------------------------------------------------------
AGREED AND ACCEPTED BY :
and on , 1999
- -------------------------- ------------------------ -----------
MICHEL de MONTIGNY PIERRE SAINT-AUBAIN