BBT CONSULTING GROUP LTD
1941 New York Ave. Office : (718) 377-1028
Brooklyn, NY 11210 Fax : (718) 337-1028
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April 1st, 1999
Mr Benoit DUFRESNE, president
Mr Abdel Jabbar ABOUELOUAFA
BIOMASSE INTERNATIONAL INC.
5345, St-Joseph street
Trois-Rivieres ouest (Quebec)
G9A 5M4
Re : BIOMASSE INTERNATIONAL INC. - Mandate
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Dear Mr Dufresne,
Dear Mr Abouelouafa,
This letter is to confirm our agreement, whereby you will engage our firm to
assist you in your mandate to obtain a (NASDAQ) OTC Bulletin Board listing for
the common shares of Biomasse international inc.
The major work required :
Phase I (becoming public)
o Engaging and paying SEC qualified attorney;
o Filing 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 organizing the information flow.
Phase II (getting listed)
o Arranging for marketmakers;
o Assistance in filing Form 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.
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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 after the company received the
investment from the morroco transaction;
o 25 000 $ U.S. payable after the listing;
o 500 000 common shares and 500 000 warrants;
o 2 250 $ U.S. per month during one (1) year to advise and monitor
the trading activity of the stock on the market.
And the expected time to accomplish the listing is approximately four (4)
months.
If you are in agreement, please sign below and accompany your response with a
deposit of 25 000 $ U.S.
Sincerely,
DAVID AMSEL
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AGREED and ACCEPTED by :
________________________ and ___________________________ on April 1st, 1999
BENOIT DUFRESNE ABDEL JABBAR ABOUELOUAFA