Letter of Intent Signed in Montreal, Canada, on May 16, 2005-08-22
Signed
in Montreal, Canada, on May 16, 2005-08-22
By
and Between:
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ Inc.
(doing
business under the name Dialek or NcTEL), company legally constituted, whose
head office is located at ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, suite 302, in ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, hereby represented by ▇▇▇▇▇ ▇▇▇▇▇▇▇, duly authorized as he
so
declares
And
United
American Corporation,
(hereby
referred to as “UAC”) company legally constituted in the state of Florida, USA,
having its head office at 3273 East Warm Springs Road, in ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, hereby represented by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, duly authorized as he so
declares
And
▇▇▇▇▇
▇▇▇▇▇▇▇,
lawyer,
residing at 897 ▇▇▇▇▇ ▇▇ street, apartment 3, in ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇,
▇▇▇▇▇▇.
And
▇▇▇▇▇▇
Ranger,
business person, residing at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, in ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇, ▇▇▇▇▇▇
Henceforth
referred to as “the parties”
Whereas
▇▇▇▇▇
▇▇▇▇▇▇▇ owns 50% of the company ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Inc. and that ▇▇▇▇▇▇ Ranger
owns the other 50%.
Whereas
the
company ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Inc. does business under the name of Dialek
Telecom
Whereas
the
company ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Inc. has a base of clients of which they are invoiced
on a monthly basis of approximately Cdn$35,000
Whereas
of the
Cdn$35,000 of monthly billing, the company ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Inc. retains a
gross
profit (total sales of products and services less costs of goods sold) of at
least Cdn$6,000.
Whereas
the
company ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Inc. wishes to sell its client base, its accounts
receivable, its accounts payable and its agreements between its clients and
its
suppliers
Whereas
▇▇▇▇▇▇
Ranger wishes to exit from the business of ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Inc.
Whereas
the
parties wish to reconcile the present agreement in writing
In
consideration of all that precedes, the parties agree to the
following:
| 1. |
A
new company (hereby referred to as NewCo) should be constituted in
Canada
|
| 2. |
The
totality of the shares of NewCo shall be held in the following
way:
|
| a. |
75%
held by UAC
|
| b. |
25%
held by ▇▇▇▇▇ ▇▇▇▇▇▇▇ of a holding company wholly owned by
him
|
| 3. |
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ Inc. will transfer all of its client base to
NewCo
|
| 4. |
915104877
Quebec Inc. will transfer the following supplier contracts to
NewCo:
|
| a. |
Agreement
to resell high speed cable internet services of Videotron Ltd (for
the
intent to utilize it for VoIP
services)
|
| b. |
Agreements
to resell telecommunications lines, PRI’s, DSL, long distance and toll
free services from Charitel Inc.
|
| c. |
Agreement
to resell DSL services from
▇▇▇▇▇.▇▇▇
|
| d. |
Agreement
to resell VoIP telecommunications services from Teliphone
Inc.
|
| e. |
Agreement
to resell commercial services from
Cogeco
|
| f. |
All
other previously signed agreements by ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Inc. and which
are
presently being utilized by them
|
| 5. |
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ inc. will transfer to NewCo its following resseller
agreements:
|
| a. |
The
agreement of resale by the association of owners of
Quebec
|
| b. |
The
agreement of partnership which is currently being concluded with
the
association of restaurateurs of
Quebec
|
| c. |
The
agreement of resale with DBB
Informatique
|
| d. |
The
agreement of resale with Sirius
Informatique
|
| e. |
The
agreement of resale with ▇▇▇▇▇▇▇
Telecom
|
| f. |
The
agreement of resale with Communication ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
| g. |
The
agreement of resale with ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
| h. |
The
agreement of resale with Charitel
Inc.
|
| i. |
The
agreement of resale with InfoFortin
|
| j. |
All
other agreements previously signed by NCTel and/or ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇
Inc.
which are presently being utilized by
them
|
2
|
6.
|
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ inc. will transfer to NewCo the following
assets:
|
| a. |
18
Wireless IP telephones
|
| b. |
35
Sipura single line devices
|
| c. |
10
Sipura 2 line devices
|
| d. |
3
Asus mini access wi-fi access
points
|
| e. |
2
ADSL router/modems
|
| f. |
The
total of its short term assets, ie. Its cash and accounts
receivable
|
| 7. |
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ Inc. will conserve its banking operations until the complete
transfer of items listed in section 6 above to NewCo. All amounts
received
on behalf of NewCo will likewise be transferred Newco. NewCo will
assume
all banking fees. NewCo will also utilize for the same period the
merchant
ID numbers for ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇
Inc.
|
| 8. |
UAC
will inject the funds and resources necessary for the operation of
NewCo
including but not limited to the following: a customer service department,
a billing system, administration and accounting, service provisioning,
collections services as well as a technical support
department.
|
| 9. |
UAC
will inject the funds necessary in order for NewCo to bring up to
date its
accounts payables to all suppliers listed in item 4
above.
|
| 10. |
▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ Inc. will transfer its entire accounts receivables to
NewCo.
|
| 11. |
In
addition to the items set forth previously, UAC will pay ▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇
Inc. the amount of Cdn$55,000 in the form of 12 equal monthly
disbursements. This entire sum will be transferred to ▇▇▇▇▇▇ Ranger.
She
will therefore perform the
following:
|
| a. |
Transfer
the total amount of her shares of ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Inc. to
UAC
|
| b. |
To
retain all references to this agreement, to ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Inc.
and
NewCo, its suppliers, clients, and all other technical and commercial
information as being of a confidential
nature.
|
| c. |
For
a period of 3 years, from the point of signature of this agreement
for any
reason whatsoever, be it justified or not, to not, directly or indirectly,
personally or through a third party, that this third party is an
individual, of a corporation, solicit one or more clients, suppliers
and/or partners of ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Inc. and/or NewCo, that she may
know
of due to her implication in 9151-4788 Quebec Inc. or her personal
contacts that she had with 9151-4788 Quebec Inc. or within the framework
of her role within it.
|
| d. |
To
provide total, complete and final control of ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Inc.
to
▇▇▇▇▇ ▇▇▇▇▇▇▇, UAC and Newco, all rights to its assets, rights and
agreements.
|
3
| 12. |
The
entire operations of NewCo will be transferred to ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
in
Montreal
|
| 13. |
Within
5 days of signing this agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇ will provide a personal
guarantee against all recourses that could occur on behalf of the
old
employer, shareholder, administrator, client or supplier (other than
those
mentioned in paragraph 4 of this agreement) or any claims against
its
assets being transferred to NewCo. In addition, this declaration
will
confirm the amounts of accounts receivable and payable being transferred,
of actual invoice able revenues and its resulting gross
profits.
|
| 14. |
▇▇▇▇▇
▇▇▇▇▇▇▇ will be named President and Chief Executive Officer of NewCo
for a
minimal 5 year term from the date of incorporation of
NewCo.
|
| 15. |
UAC
will name an additional administrator of its choice to the Board
of
Directors of NewCo prior to the closure of the
transaction.
|
| 16. |
▇▇▇▇▇
▇▇▇▇▇▇▇ and one other person will be named as the 2 signatories of
NewCo
and 2 signatures will be required for all banking matters and resolutions
of NewCo.
|
| 17. |
▇▇▇▇▇
▇▇▇▇▇▇▇ will be responsible for New Business Development , relations
with
suppliers as well as the management and training of NewCo’s
resellers.
|
| 18. |
▇▇▇▇▇
▇▇▇▇▇▇▇ will be remunerated by NewCo in the following
way:
|
| a. |
A
base salary of Cdn$60,000 per year, payable
bi-weekly
|
| b. |
A
bonus of 40% of the gross margin of NewCo which surpasses the first
Cdn$7,500 of gross margin per month. (Gross margin is calculated
the
following way: Total sales of NewCo minus (-) total purchases of
goods and
services re-sold and all other costs associated with the delivery
of the
products and services sold)
|
| c. |
The
cost of leasing a vehicle for ▇▇▇▇▇ ▇▇▇▇▇▇▇ will be assumed by NewCo
to a
maximum of Cdn$400 per month before
tax.
|
| d. |
The
costs related to the use of the vehicle (insurance, registration,
fuel and
maintenance related to business use) will be assumed by
NewCo.
|
| e. |
Share
options of the public corporation, to be determined between parties
upon
signing of the final contract
|
| 19. |
All
parking fees for ▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ vehicle will be paid for by
NewCo.
|
| 20. |
The
date predicted for the start of the rights and obligations of this
contract is May 17, 2005.
|
4
| 21. |
NewCo
and its administrators will decide what they will do with the offices
space belonging to them situated at ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, suite
302,
in Sherbrooke Quebec, as soon as
possible.
|
The
parties have signed this agreement on the 16th
day of
May, 2005:
(Original
French copy signed)
/s/
▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇ (for ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Inc.)
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ for United American Corporation
/s/
▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇ for all personal garantees
/s/
▇▇▇▇▇▇ Ranger
▇▇▇▇▇▇
Ranger