LETTER OF INTENT
September 5, 2002
Xx. Xxxx Xxxxxxx
c/o Wall Street Mortgage Corporation
0000 Xxxxx Xxxx
Xxxxx 000
Xxxxxx, XX 00000
Dear Xx. Xxxxxxx:
This letter evidences our mutual understanding, in principle,
whereby The Prestige Xxxxx.Xxx, Inc., a Nevada corporation
("Prestige"), will acquire, from you, as the sole holder thereof
(the "Seller"), all of the issued and outstanding capital stock
(the "WSMC Shares") of Wall Street Mortgage Corporation, a Texas
limited liability company ("WSMC"), on the terms outlined herein
(the "Share Exchange").
1. The Parties. Prestige shall be the purchaser of the WSMC
Shares. You, as the record and beneficial owner of the WSMC
Shares, shall be the Seller.
2. The Nature of the Transaction. Prestige will acquire the
WSMC Shares from the Seller. In consideration of the sale of the
WSMC Shares by the Seller to Prestige, Prestige will issue and
deliver to the Seller that number of shares of common stock of
Prestige as the parties shall mutually determine (the "Prestige
Shares"). We shall use our respective best efforts promptly to
value the WSMC Shares and the Prestige Shares in a manner and
utilizing methods standard for transactions of this nature and
magnitude. All of the Prestige Shares, when issued, shall be
validly issued, duly paid, non-assessable, and free and clear of
any liens and/or encumbrances. The Prestige Shares shall be
issued in a private transaction pursuant to Section 4(2) of the
Securities Act of 1933, as amended, and shall be subject to the
restrictions on transfer as set forth in Rule 144 as promulgated
by the Securities and Exchange Commission.
3. Other Provisions. As a result of the proposed Share
Exchange, WSMC will become a wholly-owned subsidiary of Prestige.
Prestige also currently intends and expects that, as of the date
on which WSMC becomes a wholly-owned subsidiary of Prestige, the
present management of WSMC would be serving in their present
positions and, therefore, would be eligible for participation in
any benefit and/or stock option plans or programs offered to
similarly-ranked officers of any other subsidiaries of Prestige.
4. Due Diligence. Closing of the proposed Share Exchange is
contingent upon completion by Prestige, or its designated
representatives, of its due diligence investigation, the results
of which must be satisfactory to Prestige's board of directors,
in their sole and absolute discretion. Said due diligence
investigation shall include, but not be limited to, a review of
the financial statements, books, and corporate records of WSMC.
In addition, prior to the closing of the proposed Share Exchange,
the Seller shall be afforded the opportunity to obtain such
information about Prestige as he may deem relevant to making the
decision to exchange all of the WSMC Shares for Prestige Shares.
5. Miscellaneous. This letter is an expression of our mutual
intent and is not a binding contract. We each contemplate that
the proposed Share Exchange will be concluded pursuant to the
terms and provisions of a definitive agreement to be negotiated
by the parties, which will be signed by Prestige and the Seller.
In this regard, we contemplate that we will each make the usual
and customary representations and warranties concerning the
business and financial condition of WSMC and Prestige,
respectively, as may be appropriate in a transaction of this
nature and magnitude. The consummation of the proposed Share
Exchange shall also be subject to receipt of any necessary (a)
approvals by the board of directors and shareholders of Prestige
and/or WSMC, (b) consents of third parties, and (c) governmental
approvals. If the foregoing is acceptable, in principle, please
sign a copy of this letter in the space provided below and return
the same to us.
Very truly yours,
THE PRESTIGE XXXXX.XXX, INC.
By: /s/ Xxxxxxx X. Xxxxx
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XxxxXxxxxxx X. Xxxxx, President
ACCEPTED AND AGREED TO
As of this 5th day of September, 2002:
/s/ Xxxx Xxxxxxx
--------------------------
Xxxx Xxxxxxx
