EXHIBIT 10.1
LETTER OF INTENT
This LETTER OF INTENT (the "Letter") made and entered into this 18th day of
December 1998, by and between Computer Research Technologies, Inc. (the
"Buyer"), a Florida corporation whose principal place of business is 000 Xxxxx
Xxxxxxxxx Xxx, Xxxxx 000, Xxxx Xxxxx, XX 00000 XXX, represented by its
President, Xxxxxxx Xxxxx, and
Xxxx S.A (the "Company"), a French company whose principal place of
business is in Paris, represented by its President, Xxxxxx Xxxxxx,
The Shareholders of the Company: Xxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxx
Xxxxxx, Adnre Neige, Xxxx Xxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxx
Xxxxxx, Xxxx Xxxxxxx Bougnoux, Xxxxx Xxxxx, Xxxx Xxxxxx Fortune, Xxxxx Xxxxxx,
Medalight TMO.
WHEREAS, the Buyer confirms that it is an American company, incorporated in
the State of Florida, and is listing on the stock exchange; and
WHEREAS, the Buyer is interested in acquiring the Shareholders in the
Company XXXX s.a; and
WHEREAS, the Shareholders of the Company confirms its interest in selling
these shares of the Company to the buyer;
NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, receipt of which to take place at closing, it is agreed
by and between the Parties as follows:
1. CAPITAL STRUCTURE OF THE BUYER BEFORE THE ACQUISITION.
Before the acquisition of the Company's shares by the Buyer, the capital
structure of the Buyer will be 3,900,000 shares.
2. CAPITAL STRUCTURE OF THE BUYER AFTER THE ACQUISITION.
Immediately after the acquisition of the Shareholders's shares by the
Buyer, the capital structure of the Buyer will be as follows:
(a) Private investors (represented by Xxxxxxxx Xxxxxx & cie): 3,900,000
unrestricted shares, and 400,000 shares of Rule 144 restricted shares,
representing 20% of the capital;
(b) Xxxxxxx Xxxxx: 4,878,350 shares of Rule 144 restricted shares,
represented by 22.69% of the capital;
{Illegible initials}
(c) Xxxxxx Xxxxxx: 5,439,500 shares of Rule 144 restricted shares,
represented by 25.30% of the capital;
(d) Xxxxxx Xxxxxx: 844,950 shares of Rule 144 restricted shares,
representing 3.93% of the capital;
(e) Andre Neige: 281,650 shares of Rule 144 restricted shares,
representing1,31% of the capital;
(f) Xxxx Xxxx: 55,900 shares of Rule 144 restricted shares, representing
0.26% of the capital;
(g) Xxxxx Xxxxxx: 1,126,600 shares of Rule 144 restricted shares,
representing 5.24% of the capital;
(h) Xxxxxx Xxxxxx: 836,350 shares of Rule 144 restricted shares,
representing 0.86% of the capital;
(i) Jacques Xxxxxxx Xxxxxx: 184,900 shares of Rule 144 restricted shares,
representing 0.86% of the capital;
(j) Xxxx Xxxxxxx Bougnoux: 45,150 shares of Rule 144 restricted shares,
representing 0.21% of the capital;
(k) Xxxxx Xxxxx: 27,950 shares of Rule 144 restricted shares, representing
0.13% of the capital;
(l) Xxxx Xxxxxx Fortune: 27,950 shares of Rule 144 restricted shares,
representing 0.13% of the capital;
(m) Xxxxx Xxxxxx:10,750 shares of Rule 144 restricted shares, representing
0.05% of the capital ;
(n) Meadlight TMO: 3,440,000 shares of Rule 144 restricted shares,
representing 16% of the capital
All the shares Rule 144 restricted shares will have a legend of 18 months.
Total number of shares: 21,500,000.
3. TERMS OF THE ACQUISITION.
Payment for the shares of the Company that the Buyer will acquire from the
Seller will be made by issuing 17,200,000 shares of Rule 144 restricted shares
of the Buyer to the Shareholders of the Company.
4. GOVERNING LAW.
This Letter shall be governed by the applicable laws of the State of
Florida.
5. SEVERABILITY.
In the event that any provision or clause of this Letter conflicts with
applicable law, such
{Illegible initials}
conflict shall not affect other provisions of this Letter that can be given
effect despite such conflicting provision or clause.
6. CLOSING DATE.
The closing date is set for December 21, 1998, in New York, however the
Parties are already bound by this irrevocable and final Letter.
IN TESTIMONY WHEREOF, witness the signatures of the parties hereto.
Computer Research Technologies, Inc.
a Florida corporation
/s/ Xxxxxxx Xxxxx /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx Xxxxxxx Xxxxx
/s/ Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx
----------------- ---------------------
Xxxxxx Xxxxxx Xxxxxx Xxxxxx
/s/ Andre Neige /s/ Xxxx Xxxx
---------------- -----------------
Andre Neige Xxxx Xxxx
/s/ Xxxxx Xxxxxx /s/ Xxxxxx Xxxxxx
---------------- ------------------
Xxxxx Xxxxxx Xxxxxx Xxxxxx
/s/ Jacques Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxx Bougnoux
---------------------------- -------------------------
Jacques Xxxxxxx Xxxxxx Xxxx Xxxxxxx Bougnoux
/s/ Xxxxx Xxxxx /s/ Xxxx Xxxxxx Fortune
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Xxxxx Xxxxx Xxxx Xxxxxx Fortune
/s/ Xxxxx Xxxxxx /s/ Meadlight TMO
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Xxxxx Xxxxxx Meadlight TMO
