EXHIBIT 10.3
XXXXXXXX.XXXXXX & XXXXXXX.XXX.
LETTER OF INTENT
This LETTER OF INTENT (the "Letter") made and entered into this 29 day of
October 1998, by and between XXXXXXXX.XXX.(the "buyer"), a Florida Coporation
whocse principal place of business is 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxx Xxxxx,
XX 00000 XXX, represented by its President, /Xxxxxx X. Xxxx, and
CEFCA (the "Seller 1") a French company whose principal place of business
is in Orleans, France, represented by its director, Xxxxx Xxxxxxxx,
CARTIS INTERNATIONAL (the "seller 2"), a Mauritius comapny whose Principal
place of buisiness is in Mauritius Island, represented by Xxxxx Xxxxxxx
WHEREAS, the Buyer confirms that it is an American company, incorporated in
the State of Florida, and listed on the stock exchange, Nasdaq(OTC BB); and
WHEREAS, the Buyer is interested in acquiring 100% of the shares in the
company CEFCA, and
WHEREAS, the Buyer is in interested in acquiring 80% of the shares in the
company Cartis International, and
WHEREAS, the "Seller 1" confirms its interest in selling these shares of
the company to the Buyer
WHEREAS, the "Seller 2" 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.
- CAPITAL STURSTURE OF THE BUYER BEFORE THE ACQUISITION
Before the acquisition of the Company's shares by the Buyer, the
capital stucture of the buyer will be 6,000,000 shares.
- CAPITAL STRUCTURE OF THE BUYER AFTER THE ACQUISTION
Immediately after the acquisition of the Company's shares by the
Buyer, the capital structure of the Buyer will be as follows:
- Privates investors (represented by Xxxxxxx, Xxxxxx & Cie): 4,000,000
unrestricted shares, representing 45% of the capital,
(a) Xxxxx Xxxxxxx : 900,000 shares of Rule 144 restricted shares (with a
Restrictive legend for eighteen months ), representing 10% of the
capital.
(b) Cator Holding LTD:2,300,00 shares of Rule 144 restricted shares (with
a Restricted legend of eighteen months), representing 25% of the
capital
(c) Aquartis LTD :1,800,000 shares of Rule 144 restricted shares (with a
Restricted legend for eighteen months), representing 20% of the
capital
Total number of shares: 9,000,000
Immediately after the acquisition of the Companies shares by the
buyer:
(a) Xxxxxx X. Xxxx will tender his resignation as President of Coblater,
Inc. Xxxxxxxxx X. Xxxxxxxxx will tender his resignation as Vice
President, Secretary and Treasurer of Cobalter, Inc
(b) The buyer will change its name from Cobalter, Inc to Cartis, Inc
(c Xxxxx Xxxxxxx will be appointed as President of the company Cartis,
Inc.
(d) Xxxxx Xxxxxxxx will be appointed as Director of the company Cartis,
Inc.
(e) Phillippe Dardel will be appointed as Director of the company Cartis,
Inc.
(f) Xxxxxxx Xxxxxx will be appointed as Director of the company, Cartis,
Inc.
(g) Xxxxxxx Xxxxx will be appointed as Secretary and Treasurer of the
Company Cartis, Inc.
3. TERMS OF THE ACQUISITION
Payment for the shares of the company Cefca and Cartis International
that the Buyer will acquire will be made by issuing 3,000,000 shares of Rule 144
restricted shares of the Buyer , and by transferring 2,000,000 shares owned by
the board of directors of the Buyer.
The share exchange shall take place at such time as is mutually
agreed upon the parties.
Buyer represents that at closing it will have zero assets and zero
liabilities.
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 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 November 9, 1998, in Florida, however the
Parties are already bound by this irrevocable and final Letter.
IN TESTIMONY WHEREOF, witness the signature of the parties hereto.
COBALTER, INC. CEFCA
A Florida corporation A French company
DATED: DATED: 03/11/98
BY: /s/ Xxxxxx X. Xxxx BY: /s/ Xxxxx Xxxxxxxx
---------------------------- ----------------------
CARTIS INTERNATIONAL
A Mauritius Company
DATED: 03/11/98
BY: /s/ X. Xxxxxxx
----------------------
