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EXHIBIT 10.1
March 9, 2000
HouseHold Direct.com, Inc.
900 Main Street South
Southbury, Ct.
Re: Letter Agreement
Gentlemen:
This letter sets forth the agreement ("Agreement") among HouseHold
Direct.com, Inc. ("HHD"), Jeff Ploen ("Ploen"), Scott Dietler ("Dietler") and
Jim Toot ("Toot", and Ploen, Dietler and Toot collectively the "Sellers") with
respect to the purchase by HHD from the Sellers of 60 shares of the Common
Stock, $.001 par value, of Cross Check Corp., a Colorado corporation (the
"Stock" and the "Company", respectively) and sets forth the entire agreement
among the parties hereto with respect to the subject matter herein contained.
Reference is hereby made to a certain Agreement and Plan of Merger
(the "Merger Agreement") between HHD and the Company of even date herewith,
the definitions of which are hereby incorporated herein by reference with the
same full force and effect as if set forth herein in full.
In consideration of the sum of One ($1.00) and other good and
valuable consideration, each to the other in hand paid, the receipt and
sufficiency of which is hereby mutually acknowledged, the parties hereto do
hereby agree as follows:
1. Subject to the terms and conditions of this Agreement, at the Closing,
the Sellers shall sell to HHD and HHD shall purchase from the Sellers
the Stock, free and clear of all liens, claims and encumbrances and
rights and options of others.
2. In consideration for the Stock, HHD shall, at the Closing, pay to the
Sellers the aggregate amount of $150,000.00 (the "Purchase Price")
computed at the rate of $2,500.00 per share; which Purchase Price
shall be allocated among the Sellers as their respective interests may
appear.
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3. At the Closing:
(a) The Sellers shall deliver to HHD certificates representing the
Stock duly endorsed in blank or accompanied by duly executed
stock assignment powers; and
(b) HHD shall deliver to Michael A. Littman, Esq, ("Payment
Agent") for and on behalf of the Sellers, a bank or certified
check made payable to the order of the Payment Agent in the
amount of Purchase Price (the "Payment"). Upon the successful
filing and recordation of the Certificates of Merger in the
States of Delaware and Colorado the Payment Agent shall: (i) pay
over to each of the Sellers, out of the proceeds of the Payment,
the sum of $125,000.00, and (ii) retain in escrow, pursuant to
the provisions of Paragraph 5 hereof, out of the proceeds of the
Payment, the sum of $25,000.00 (the "Cash Deposit"). If both
Certificates of Merger are not successfully filed and recorded
in the States of Delaware and Colorado within ten days of the
date of the Closing, then and in that event the Payment Agent
shall retain the Payment subject to his receipt of an
agreement executed by all of the parties hereto or an order of a
court of competent jurisdiction final beyond right of review, in
either case, directing the disposition of the Payment.
4. In order to induce HHD to execute, deliver and perform this
Agreement and the Merger Agreement each of the Sellers does
hereby jointly and severally represent, warrant, covenant and
agree (which representations, warranties, covenants and
agreements shall survive the execution, delivery and performance
of this Agreement and the Merger Agreement and the Closing) as
follows:
(a) Each of the representations, warranties, covenants and
agreements of the Company set forth in the Merger Agreement,
including without limitation, those set forth in Article IV
thereof, are true, correct and complete as of the date
hereof and will be true, correct and complete as of the
Closing;
(b) The Sellers own and have good and marketable title in and to
the Stock free and clear of all liens, claims and
encumbrances and rights and options of others;
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(c) At the Closing HHD shall acquire good and marketable title
in and to the Stock free and clear of all liens, claims and
encumbrances and rights and options of others;
(d) Each of the Sellers has the full right, power and
authority to execute, deliver and perform this Agreement;
the execution, delivery and performance of this Agreement by
the Sellers does not violate any law or any agreement to
which any of the Sellers is a party or by any of them or
their respective assets is bound; no consent, authorization
or permission of any person and/or entity, public or
private, is required in connection with the execution,
delivery and/or performance of this Agreement by any of the
Sellers; this Agreement when executed by each of the Sellers
shall be valid and binding upon each of the Sellers and
fully enforceable in accordance with its terms;
(e) Each of the representations, warranties, covenants and
agreements of the Sellers hereincontained are true, correct
and complete as of the date hereof; will be true, correct
and complete as of the Closing; and will be and be deemed to
be remade by each of the Sellers at the Closing.
5 Each of the Sellers does hereby agree to indemnify and hold
harmless HHD from and against any and all claims, demands,
costs, expenses, losses, liabilities and judgements (including
reasonable attorney's fees) of every kind, nature and description
arising out of or relating to any breach or anticipatory breach
(a) by any of the Sellers of this Agreement and/or any of the
representations, warranties, covenants and agreements of the
Sellers herein contained, and (b) by the Company of the Merger
Agreement and/or any of the representations, warranties,
covenants and agreement of the Company therein contained.
6. (a) Upon the successful filing and recordation of the
Certificates of Merger in the States of Delaware and
Colorado) the Sellers shall deliver, or cause to be
delivered, to the Escrow Agent (as defined) the Cash
Deposit; which Cash Deposit the Escrow Agent shall receive,
retain and dispose of solely in accordance with the
provisions of this Agreement. For purposes of this Agreement
the term "Escrow Agent" shall be and mean Michael A.
Littman;
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(b) Subject to the provisions of subparagraph 6(c) hereof, the
Escrow Agent shall, on the 60th day following the Closing,
deliver the Escrow Deposit to the Sellers, as their
respective interests may appear;
(c) If prior to the delivery to the Sellers described in
subparagraph 6(b) hereof, the Escrow Agent shall receive
written notification from counsel to HHD ("Notice") that
the Commission and/or the NASD has failed and/or refused
HHD status as a successor registrant (based on the
registration statement on Form 10-SB previously filed by the
Company) and/or required that in order for the securities of
HHD to be listed (or continued to be listed) for trading
on any recognized securities exchange, including the OTC
Bulletin Board, (i) HHD must file a Form 10-SB, and (ii)
such Form 10-SB must be declared effective by the
Commission, then and in that event:
(1) the Escrow Agent shall promptly send a copy of such
Notice to the Sellers, and
(2) on the 15th day following the transmittal of the Notice
to the Sellers described in subparagraph (1) above,
transmit the Escrow Deposit to HHD; provided however
that if prior such transmittal to HHD the Escrow Agent
shall receive a writing contesting the accuracy of the
Notice, then and in that event the Escrow Agent shall
retain the Escrow Deposit pending the receipt of an
agreement executed by HHD and the Sellers or an order
of a court of competent jurisdiction final beyond right
of review.
7. All notices, elections, reports or other correspondence required
or permitted hereunder shall be in writing and deemed to have
been properly given or delivered when mailed by certified mail,
return receipt requested, postage prepaid, delivered by overnight
express courier, delivery fees prepaid, or transmitted by fax
with receipt confirmed, to the party to whom directed at the
below specified addresses:
If to HHD: 900 South Main Street
Southbury, Ct.
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With a copy to:
Martin J. Gersten, Esq.
90 Birch Hill Road
Newtown, Ct. 06470
If to Ploen:
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If to Dietler:
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If to Toot:
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If to Littman: Michael A. Littman, Esq.
10200 W. 44th Avenue, No. 400
Wheat Ridge, Co. 80033
Any such notice shall be deemed given three days after deposit
with the mail, one day following delivery thereof to an overnight
express courier or upon confirmation of receipt when sent by fax.
The address of a party may be changed in accordance with the
notice provisions of this section.
8. This letter sets forth the entire agreement among the parties
hereto with respect to the subject matter herein contained; shall
be governed and construed in accordance with the laws of the
State of Connecticut; cannot be
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altered, amended, modified, terminated or rescinded except by a
writing executed by all of the parties hereto; and shall inure to
the benefit of and be binding upon the parties hereto and their
respective successors, transferees, heirs, assigns and
beneficiaries.
If the foregoing properly sets forth our agreement kindly execute
a copy of this letter where indicated below and return the same to the
undersigned.
Very truly yours,
/s/ JEFF PLOEN
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Jeff Ploen
/s/ SCOTT DIETLER
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Scott Dietler
/s/ JIM TOOT
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Jim Toot
Accepted and Agreed:
HouseHold Direct.com, Inc.
By /s/ JOHN FOLGER
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John Folger, President
/s/ MICHAEL A LITTMAN
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Michael A. Littman, as Payment
Agent and Escrow Agent
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