ex101.htm


    
      EXHIBIT
        10.1

      


      


      AGREEMENT
        TO ADVANCE FUNDS

      


      This
        Agreement to Advance Funds (the "Agreement") is made by and between Alfred
        E.
        Booth, Jr., an individual, and Zegarelli Group International, Inc., a California
        corporation (the "Company").

      


      WHEREAS,
        the Company has filed a registration statement on Form 10-SB, (the "Registration
        Statement"), with the Securities and Exchange Commission (the
        "SEC");

      


      WHEREAS,
        the Company anticipates the fees and expenses relating to back taxes and
        to the
        Registration Statement plus SEC filings for one year will total approximately
        $80,000;

      


      WHEREAS,
        the Company anticipates first paying such expenses from its
        treasury;

       

      WHEREAS,
        the Company acknowledges that the fees and expenses relating to the Registration
        Statement yet to be incurred may exceed the Company's available cash balance;
        and

       

      WHEREAS,
        as a director, officer and beneficial owner of shares of the Company, Mr.
        Booth
        desires the Company to continue to pursue the registration,

       

      NOW,
        THEREFORE, for and in consideration of the promises and mutual covenants
        herein
        contained, and other valuable consideration, the parties hereto hereby agree
        as
        follows:

       

      1.           Advancement
        of Funds.

       

      
        	
                (a) 
                  

              	
                Advancement
                  of
                  funds up
                  to $80,000. In consideration of the Company's commitment to
                  continue with the registration process should fees and expenses
                  exceed the
                  funds immediately available in its treasury, Mr. Booth hereby agrees
                  to
                  advance up to a total of $80,000 for use towards fees and expenses
                  relating to the Registration Statement plus required SEC filings
                  for one
                  year.

              


      

       

      
        	
                (b) 
                  

              	
                Further
                  advances. Mr. Booth further agrees to consider any further
                  requests for advancement of funds in excess of $80,000, but advancement
                  of
                  any additional funds shall remain subject to Mr. Booth's sole
                  discretion.

              


      

       

      
        	
                2.

              	
                Requesting
                  an Advance of Funds. Mr. Booth shall advance funds upon request
                  of the Company upon disclosure of the Company's available cash
                  balance,
                  expenses incurred in relation to the Registration Statement to
                  the date of
                  the request, and a reasonable projection of the anticipated fees
                  and
                  expenses to be incurred in relation to the Registration Statement
                  within
                  the 30 day period subsequent to the
                  request.

              


      

      


      
        	
                3.

              	
                Tracking
                  Advanced Funds. In connection with each advance of funds by Mr.
                  Booth to the Company, the parties shall execute a note in substantially
                  similar form to Exhibit A  to this
                  Agreement.

              


      

      


      
        	
                4.

              	
                No
                  Interest on Advanced Funds. The funds advanced by Mr. Booth shall
                  bear no interest nor entitle Mr. Booth to any fees or any reimbursement
                  other than the face value of any outstanding
                  notes.

              


      

      


      
        	
                5.

              	
                Reimbursement
                  of Advanced Funds. The Company shall reimburse Mr. Booth for the
                  aggregate amount of any advances, as reflected by any notes outstanding,
                  upon consummation of a merger or acquisition. The Company shall
                  repay any
                  advances pursuant to this Agreement prior to reimbursing costs
                  incurred in
                  relation to the consummation of the business
                  combination.

              


      

       

       

      IN
        WITNESS WHEREOF, the undersigned parties have executed this Agreement upon
        proper legal authority as of the 1st day of
        March
        2006.

       

       

      
        	
                /s/
                  Alfred E. Booth, Jr.

              	
                 

              	
                /s/
                  Judith E. Zegarelli

              
	
                Alfred
                  E. Booth, Jr.,

              	
                 

              	
                Judith
                  E. Zegarelli,

              
	
                an
                  individual

              	 	
                Secretary
                  of Zegarelli Group International,
                  Inc.

              


      

       

      
 

      
        
          
            
            

          

          
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      EXHIBIT
        A

      
 

      THIS
        NOTE
        HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
        LAWS AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER
        SUCH
        ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION
        IS AVAILABLE.

       

       

      PROMISSORY
        NOTE

      


      


      
        	
                $49,107

              	
                Los
                  Angeles, CA

              
	
                 

              	
                ______________,
                  2006

              


      

      


       

      FOR
        VALUE
        RECEIVED, Zegarelli Group International, Inc., a California corporation (the
        "Company"), promises to pay to the order of Alfred E. Booth, Jr., an individual
        (the "Holder"), the principal amount of $49,107, payable upon the
        consummation of a business combination between the Company and an entity
        to be
        identified ("Due Date"), in relation to the Company's Registration Statement
        on
        Form 10-SB. The principal amount shall not bear any interest.

      


      The
        following is a statement of the rights of Holder and the conditions to which
        this Note is subject, and to which Holder, by the acceptance of this Note,
        agrees:

      
        

          
            	
                     

                  	
                    1.

                  	
                    Agreement
                      to Advance Funds. This Note is being issued pursuant to the terms of
                      the Agreement to Advance Funds entered into by and between
                      the Company and
                      the Holder and dated March 1, 2006 (the
                      "Agreement").

                  


          

          


          
            	
                     

                  	
                    2.

                  	
                    Payments.
                      All payments of principal in respect of this Note shall be
                      made in lawful
                      money of the United States of America in same day funds at
                      the principal
                      office of the Holder, or at such other place as Holder may
                      designate in
                      writing. Each payment made hereunder shall be credited to outstanding
                      principal due.

                  


          

          


          
            	
                     

                  	
                    3.

                  	
                    Prepayment
                      Privilege. This Note may be prepaid at any time, without premium
                      or
                      penalty.

                  


          

          
             

            
              	
                       

                    	
                      4.

                    	
                      Events
                        of Default. All liabilities of the Company under this Note shall
                        be
                        immediately due and payable, without notice or demand, upon
                        or at any time
                        after the occurrence or existence of any one or more of the
                        following
                        "Events of Default":

                    


            

          

           

        

        
          	
                   

                	
                  (a) 
                    

                	
                  A
                    proceeding shall have been instituted in a court having jurisdiction
                    over
                    the Company seeking a decree or order for relief in respect of
                    Company in
                    an involuntary case under any applicable bankruptcy, insolvency,
                    reorganization or other similar law and such involuntary case
                    shall remain
                    undismissed or unstayed and in effect for a period of sixty (60)
                    consecutive days, or Company shall commence a voluntary case
                    under any
                    such law or consent to the appointment of a receiver, liquidator,
                    assignee, custodian, trustee, sequestrator, conservator (or other
                    similar
                    official).

                


        

        


        
          	
                   

                	
                  (b) 
                    

                	
                  The
                    Company shall have filed a notice of withdrawal of the Company's
                    registration statement on Form 10-SV with the Securities and
                    Exchange
                    Commission (the "SEC"); or

                


        

        


        
          	
                   

                	
                  (c) 
                    

                	
                  The
                    Company shall have failed to complete the contemplated Registration
                    Statement within 6 months from date filed with the
                    SEC.

                


        

         

        
          
            
              
                	
                         

                      	
                        5.

                      	
                        Successors
                          and Assigns. The rights and obligations of the Company and Holder
                          of
                          this Note shall be binding upon and benefit the successors,
                          assigns,
                          heirs, administrators and transferees of the parties. The
                          Company may not
                          assign its obligations hereunder without the consent of
                          the Holder; the
                          Holder may assign its rights, interests or obligations
                          hereunder, in whole
                          or in part.

                      


              

              


              
                	
                         

                      	
                        6.

                      	
                        Waiver
                          and Amendment. Any provision of this Note may be amended, waived
                          or
                          modified upon the written consent of the Company and
                          Holder.

                      


              

              


              
                	
                         

                      	
                        7.

                      	
                        Notices.
                          Any notice, request or other communication required or
                          permitted hereunder
                          shall be in writing and shall be deemed to have been duly
                          given if
                          personally delivered or mailed by registered or certified
                          mail, postage
                          prepaid, or by recognized overnight courier or personal
                          delivery at the
                          respective addresses of the parties as set forth on the
                          register
                          maintained by the Company. Any party hereto may by notice
                          so given change
                          its address for future notice hereunder. Notice shall conclusively
                          be
                          deemed to have been given when
                          received.

                      


              

              


              
                	
                         

                      	
                        8.

                      	
                        Expenses;
                          Waivers. If action is instituted to collect this Note, the
                          Company
                          promises to pay all costs and expenses, including, without
                          limitation,
                          reasonable attorneys' fees, and costs, incurred in connection
                          with such
                          action. The Company hereby waives notice of default, presentment
                          or demand
                          for payment, protest or notice of nonpayment or dishonor
                          and all other
                          notices or demands relative to this
                          instrument.

                      


              

              


              
                	
                         

                      	
                        9.

                      	
                        Governing
                          Law. This Note and all actions arising out of or in connection
                          with
                          this Note shall be governed by and construed in accordance
                          with the laws
                          of the State of California, without regard to the conflicts
                          of law
                          provisions of the State of California, or of any other
                          state.

                      


              

               

               

              
                
                  
                  

                

                
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                        10.

                      	
                        Waiver
                          of Jury Trial. To the fullest extent permitted by applicable law,
                          the
                          Company and the Holder hereby irrevocably and expressly
                          waive all right to
                          a trial by jury in any action, proceeding, counterclaim
                          (whether based
                          upon contract, tort or otherwise) arising out of or relating
                          to this Note,
                          or other documents entered in connection herewith or the
                          transactions
                          contemplated hereby.

                      


              

              


              
                	
                         

                      	
                        11.

                      	
                        Headings.
                          The headings of the sections and subsections of this Note
                          are inserted for
                          convenience only and do not constitute a part of this
                          Note.

                      


              

              


              
                	
                         

                      	
                        12.

                      	
                        Severability.
                          In case any one or more of the provisions contained in
                          this Note shall be
                          deemed invalid, illegal, or unenforceable in any respect,
                          the validity,
                          legality and enforceability of the remaining provisions
                          contained herein
                          shall not in any way be affected or impaired
                          thereby.

                      


              

              


              
                	
                         

                      	
                        13.

                      	
                        Miscellaneous.
                          In the event the Holder at any time discovers that this
                          Note contains an
                          error which was caused by clerical mistake, calculation
                          error, computer
                          error, printer error, or similar error, the Company agrees,
                          upon notice
                          from the Holder to execute any amendment or modification
                          hereto that is
                          necessary to correct any such errors, and the Company also
                          agrees not to
                          hold the Holder responsible for any damage resulting from
                          such error. If
                          this Note is lost, stolen, mutilated or destroyed, and
                          the Holder delivers
                          to the Company an indemnification in the Company's favor,
                          signed by the
                          Holder, the Company will sign and deliver to Holder, a
                          note identical in
                          form and content which will have the effect of the original
                          Note for all
                          purposes.

                      


              



          

        

      

      


      IN
        WITNESS WHEREOF, the undersigned has caused this Note to be duly executed
        and
        delivered as of the day and year first above written.

      


      


      ZEGARELLI
        GROUP INTERNATIONAL, INC.

      


       

      Name:
        Judith E. Zegarelli

      Title:
        Secretary

       

       

       

      
        
          
          

        

        
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