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EXHIBIT 10
DEVELOPMENT AGREEMENT
Agreement made and entered this 30th day of January, 2001 by
and between Andrew Limpert, or a successor entity as provided
below, of 22 East 100 South, Fourth Floor, Salt Lake City, Utah,
84111("Limpert") with Michael Christensen, or a successor entity
as provided below, of 764 East 8236 South, Sandy, Utah, 84094
("Christensen"), as entered in Salt Lake County, State of Utah.
Whenever both Limpert and Christensen are collectively referred
to in this Agreement they may be designated as the "Parties".
RECITALS
WHEREAS, Limpert is engaged in providing consulting services
related to business, financial planning and capital formation;
WHEREAS, Christensen is engaged in start-up activities
related to forming and mass marketing a business to develop leads
related to mortgage based financing and refinancing, including
debt consolidation, and then reselling such leads to various
financial companies for a fee on a commercial basis;
WHEREAS, Limpert is able and willing to supply or refer
financial consulting, capital referral and business management
expertise and personnel to assist Christensen in the development
of his business concept, services and technology;
WHEREAS, Christensen is desirous of obtaining the capital
formation, referral services and other business related
consulting services from Limpert upon the terms of this Agreement
and for the consideration recited herein;
WHEREAS, Christensen is planning on completing an initial
private placement or public offering of the securities of the
corporate entity to be formed in an amount up to $200,000 through
a stock offering (the "offering");
WHEREAS, both Limpert and Christensen intend to assign all
right, title, interest and obligation created in their names
under this Agreement to successor business entities and each
party agrees to such future assignment and novation of each
others individual rights and obligations;
NOW THEREFORE; the parties mutually agree and covenant as
follows.
WITNESSETH
1.0 Consideration. This Agreement is fully and adequately
supported by the anticipated financial and business consulting
services to be provided by Limpert, or business entity assign, in
consideration for the shares of stock to be received by Limpert
in the entity to be created by Christensen; and, independently,
by the mutual covenants and promises contained herein.
2.0 Capital Formation Services. Limpert will advise
Christensen on the processes and potential sources of capital for
a start-up enterprise and the basic structure and requirements
for raising such funds. Without commitment or obligation,
Limpert will introduce Christensen to various third party experts
who may assist in raising capital or completing services related
to capital formation to include, though not limited to,
attorneys, accountants, venture capitalist, finders, in vestment
bankers, underwriters and like experts.
3.0 Share Consideration. Limpert will receive shares, or
other equities offered, equal to thirty per cent (30%) of all
shares or other equities to be outstanding upon the formation of
the Christensen successor entity. Christensen agrees and
acknowledges that his successor entity will most likely be
engaging in a self underwriting in the sale of its securities to
third parties, whether referred by Limpert or otherwise; and,
therefore, is not treating Limpert as a broker/dealer,
underwriter or placement agent for this anticipated offering and
considers the arrangement with Limpert to be exclusively the
payment of stock for developmental and consulting services. It
is mutually agreed and understood between the parties that the
initial financing of Christensen shall remain open for not less
than 180 days from the date of this Agreement, unless earlier
subscribed.
4.0 General Business Consulting. At the request of Christensen,
and for 24 months from the date of this Agreement, Limpert shall
provide to Christensen, or business assign, general business
consulting services to include, though not necessarily limited
to, such areas as personnel management, marketing, product
development and distribution, general management structure and
general financial planning services. No additional compensation,
other than the vesting of shares described by this Agreement,
shall be paid for such services or the availability of such
services.
5.0 Board of Directors Appointment. For 24 months from the date
of this Agreement, Limpert shall be entitled to the appointment
of a Board Member to the Board of Directors of any corporation
founded or organized by Christensen to further the purposes of
his business concept described by this Agreement. Limpert, or his
appointee, shall serve in the normal capacity of an outside
Director and shall be liable, after initial appointment, to
shareholder vote and ratification in the same manner as other
directors of the Company as provided for that particular
directorship term. Provided, however, that Christensen or
assigns shall nominate and indicate that such Director is a
management nominee and shall urge shareholders to vote in favor
of such nominee. Provided, further, that if at any time the
majority of the Board of Directors of the Christensen entity to
be formed requests a substitute or replacement Director be
appointed for Limpert, or any successor or assign of Limpert,
Limpert shall comply and substitute a replacement Board member
upon Limperts or his successors requested resignation.
Christensen agrees to use its best efforts to obtain Officer and
Director indemnity and liability insurance coverage for all
Directors and Officers of the anticipated Company.
6.0 Representation as to Shares and Anti-Dilution Provisions.
6.1 Christensen represents and agrees that it will
initially have authorized fifty million shares of common stock
(50,000,000) and that there will be initially issued and
outstanding to the founders the sum of 360,000 shares,
constituting all of the issued and outstanding shares, except for
150,000 shares issued to Limpert.
6.2 Subsequent to the shares to be issued to Limpert under
this Agreement, it is further agreed that Limpert will have pre-
emptive rights to acquire any subsequently issued shares,
debentures, or other securities or rights convertible into shares
or other equities, including all stock rights and warrants, as
necessary to maintain his existing 30% sharehold ownership
percentage interest upon terms equivalent to the most favorable
price at which any subsequent securities or option rights are
sold or placed, or options exercised in the sale or placement of
shares, to management of any entity formed by or through
Christensen as described by this Agreement. Further, no shares
or option rights shall be issued to management on terms more
favorable than those available to Limpert as to any subsequent
financing or reorganization activity.
7.0 Transfer of Patent and Related Interests. As a
necessary term and condition of this Agreement, Christensen has
agreed that he has caused, or will cause, to be fully transferred
from certain individuals to any entity created by Christensen
under this Agreement, any and all patent rights, software,
licenses, proprietary and marketing interests, technology and
procedures, contracts, trademarks or copyrights, whether pending
or awarded, or services or technology described by the business
purpose of the proposed business entity to be formed by
Christensen under this Agreement. No warranty of any such
licenses, patents, trademarks services, software technology or
other proprietary interests are asserted to exist; and, if
existing as of the date of this Agreement, they will be more
fully described and set-out in an attached Exhibit "A."
8.0 Management. The new Board, as constituted pursuant to
this Agreement, will promptly seek to appoint a full-time CEO and
other appropriate officers in the corporation. The interim CEO
and President shall be Mr. Greg Willits. The Board will also
move to retain such other experts as may be necessary to initial
business activities and to complete the offering at the earliest
date possible.
9.0 Undertaking and Warranties of Christensen. As a
necessary term and condition under this Agreement, Christensen
represents and warrants to Limpert as follows:
9.1 Christensen will form a corporation in good standing in
accordance with the terms of this Agreement.
9.2 The Christensen entity will not have any outstanding
debts or obligations other than in the ordinary course of
business and all such anticipated debts and obligations, if any,
will be out in a Schedule B attached hereto incorporated by this
reference.
9.3 The Christensen entity will not be involved in any
litigation, administrative proceedings, governmental
investigation or other type of civil, criminal or administrative
process, which may adversely effect its valuation or business
operations.
9.4 The Christensen entity will complete all required tax
and business filings as of the time formed.
9.5 Christensen does not require any third party consent or
advise to enter into this Agreement and this Agreement does not
violate or abrogate any undertakings or contractual obligations
made by Christensen in any manner or as to the assets
transferred. There are no intended third party beneficiaries of
this Agreement.
9.6 Christensen is not aware of any adverse claims, charges
or causes of action which would adversely effect the financial
condition, business operations or ability of him or any
substituted entity to enter into and perform under the terms of
this Agreement.
9.7 The unaudited accounting statements attached to this
Agreement by Christensen, fully and fairly represent the
financial condition and present the financial status of the
assets or interest to be transferred including all notes thereto.
10.0 No Agency Relationship. This Agreement shall not
create any partnership relationship or general agency between the
Parties. Specifically, and not in limitation of the foregoing,
Limpert shall not execute or enter/into any agreement,
understanding or obligation for or on behalf of Christensen.
Further, Christensen will exclusively make all final investment,
suitability and qualification decisions for any prospective
investor referred by Limpert.
11.0 Miscellaneous:
11.1 This Agreement shall be fully applied and construed in
accordance with Utah law. Should any action be brought to enforce
any term or provision of this Agreement or to make any claim
under the Agreement, such action will be brought in a court of
general jurisdiction within Salt Lake County, State of Utah.
11.2 This Agreement shall be binding upon or inure to the
benefit of any successor or assign of either party hereto.
11.3 This Agreement constitutes a complete and fully
integrated contract between the Parties such that no parole
evidence shall be admissible to interpret or apply this
Agreement. Any amendment to this Agreement shall be in writing
and signed by both parties and attached to this Agreement.
11.4 Should any term or provision of this Agreement be found
void or voidable, the balance should be given reasonable
application and enforced so far as possible. In like manner,
should there be any uncertainty or ambiguity arising out of any
error in syntax, grammar, spelling, usage or gender, a
reasonable application and interpretation of such term shall be
used to complete the intent of this Agreement.
11.5 Should any action at law or equity be necessary to
enforce any term or provision of this Agreement or protect any
rights, the prevailing party shall be entitled to any reasonable
cost of court and attorney fees incurred in such action and any
determined damages shall bear interest at the rate of 12% per
annum from the date of loss.
11.6 Time is of the essence of this Agreement.
11.7 The Recitals shall be interpreted as a necessary term
or provision of this Agreement.
11.8 Any person signing below represents that his actions
will be fully and duly authorized by majority resolution of his
respective Board of Directors of any entity to be formed.
11.9 Christensen and Limpert agree that Limpert and
Christensen, without prior notice or consent of each other,
contemplate transferring all of their respective rights, title,
interest, services and obligations described by this Agreement to
a new business entities in which each will have a management
position and will have not less than a twenty-five (25%)
ownership interest. Notice of any such assignment will be
promptly communicated to the other party along with the address
and other contact information and a copy shall be attached to
this Agreement as an addendum. Both agree such assignment shall
constitute a novation of all obligations and liabilities of each
party under this Agreement in favor of the new entities.
Dated the day and date first above written.
Andrew Limpert Michael Christensen
Mortgage/ChristensenAGRE