Exhibit No. 10.8
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & COMPANY, INC.
April 3, 2001
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Eye Care International, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
This letter will confirm that we have agreed, subject as set forth below,
to act as your authorized agent for the sole purpose of increasing the permanent
capitalization of Eye Care International Inc. (the "Company") through the
private placement of securities to be issued by the Company on terms and
conditions that are mutually satisfactory.
Summarized below are the basic points of our understanding:
1. As authorized agents of the Company, we shall as soon as
practicable but not before the audited results of operations for
the fiscal year ended December 31, 2000 and the unaudited results
for monthly interim periods prior to the closing shall be made
available, arrange for approximately Two and One-Half Million
Dollars ($2,500,000) of additional funds to the Company through
the insurance by the Company of the following
a) $2,000,000 principal amount of Promissory Notes
b) 1,000,000 shares of Common Stock
c) 500,000 Common Stock Purchase Warrants
to be offered to "accredited" investors in the form of units with
each unit comprising a $20,000 principal amount of Promissory
Note, 10,000 shares of common stock and 5,000 Common Stock
Purchase Warrants at an offering price of Twenty-Five Thousand
Dollars ($25,000) per Unit.
2. The minimum number of Units to be offered on a "best efforts or
none" basis will be set at Fifty (50) Units with the maximum set
at One Hundred (100) Units.
3. The annual interest rate for the Promissory Notes shall be Eleven
Percent (11%).
4. The principal and accrued interest, calculated on a semi-annual
basis, on the Promissory Notes will be due the earlier of October
30, 2003 or completion of the next registered public offering of
the Company's securities.
-2- April 3, 2001
5. The Common Stock Purchase Warrants shall entitle the holder to purchase One
(1) share of Common Stock of the Company for each Warrant held at a price
of One Dollar ($1.00) per share for a five (5) year period following the
final closing date of the offering.
6. Prior to the initial closing date, the Company shall effect a reverse split
of its outstanding shares of common stock on the basis of one (1) share to
be outstanding for each five (5) shares presently outstanding.
7. It is expressly understood that our fee for this private placement shall be
Ten Percent (10%) of the aggregate proceeds to be received by the Company
plus a non-accountable expense allowance not to exceed Two Percent (2%) of
the aggregate proceeds received by the Company.
8. The structural fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company, Inc. will consist
of 5,000 Common Stock Purchase Warrants for Each Unit sold.
9. For a five (5) year period from the final Closing Date, the Company shall
grant ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company, Inc. the right to appoint a designee as an
observer to the Company's Board of Directors. During this period, the
observer must attend all meetings of the Board of Directors including
telephonic meetings but will not have the right to vote. The observer will
be reimbursed for his out-of-pocket expenses in connection with attending
scheduled meetings.
10. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company, Inc. will maintain a right of first refusal to
act as an authorized agent of the Company on all subsequent private
placement offerings for a period of three (3) years from the final Closing
Date of this offering.
11. In addition to this proposed cash offering of a maximum of One Hundred
(100) Units ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company, Inc. will provide, for no
compensation whatsoever, the holders of the Company's outstanding Series A
and B Convertible Preferred Stock the right to tender their shares at cost
for additional Units to be covered by the Private Placement Memorandum (the
"Exchange Offer").
12. Prior to the initial closing date ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company, Inc. will
require an opinion from Company counsel to the effect this proposed private
placement will not violate any of the provisions contained in the
description of the Company's outstanding Series A Convertible Preferred
Stock, Series B Convertible Preferred Stock or Common Stock Purchase
Warrants and will not "trigger" in any manner whatsoever any anti-dilutive
provisions which may be contained therein.
13. The Company will be responsible for all expenses of this private placement
and Exchange Offer including legal, accounting and other costs of
preparing, printing, filing and delivering the Private Placement
Memorandum.
-3- April 3, 2001
14. Selected representatives of the Company shall agree to attend
several information meetings to be scheduled at times and places
satisfactory to the Company.
15. The Company shall endeavor to elect two Independent members to the
Board of Directors who shall complete the Audit and Incentive Stock
Option Committees.
16. The company shall convince ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ to be officially
identified as an officer of the Company whose duties and functions
will be appropriately described in the Private Placement Memorandum.
17. The Company shall purchase and maintain for its own account, life
insurance in the amount of Two Million Dollars ($2,000,000) on the
lives of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, through use of our
qualified insurance agents.
18. It is expressly understood that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company, Inc.
shall not be liable in any manner whatsoever for the payment of any
finder's fees, if any, in connection with this proposed Private
Placement.
19. We would require a good faith retainer of Two Thousand Five Hundred
Dollars ($2,500) made payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company, Inc.
upon execution of this Letter of Intent to cover our initial due
diligence expenses.
The foregoing is only a brief summary of the proposed transaction and each
of the foregoing terms must be interpreted in the form in which they will be
fully set forth in the Placement Agent Agreement and related documents and
instruments. This letter only summarises and evidences our discussions on the
date hereof. Therefore, our mutual rights and obligations remain to be defined
in the Placement Agent Agreement and related documents and instruments into
which this Letter of Intent and all prior discussions will merge.
Accordingly, this letter shall be construed only as a letter of intent and
shall not be legally binding upon the Company or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company, Inc.
In addition to the other matters set forth herein, our willingness to enter
into a Placement Agent Agreement is subject to:
I. Satisfaction with the Company's financial position, results of
operations and prospects.
II. Our further satisfactory investigation of the Company's business.
III. Preparation of a Confidential Private Placement Memorandum and other
appropriate documents related to this Private Placement and Exchange
Offer, satisfactory to us and counsel to permit a filing with the
Securities and Exchange Commission as soon as practicable but not
later that April 15, 2001.
IV. Market conditions at the time of private placement offering.
-4-
April 3, 2001
V. Compliance with all legal requirements to the satisfaction of
counsel.
If the foregoing correctly sets forth the understanding of the parties
herein, kindly so indicate by signing and returning the enclosed copy of this
letter.
Sincerely,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
Agreed and Acknowledged:
Eye Care International, Inc.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Dated: 4/3/01
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39 BROADWAY . NEW YORK. NY 10006.
PHONE . (▇▇▇)▇▇▇-▇▇▇▇. .FAX: (▇▇▇)▇▇▇-▇▇▇▇