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:
0000-0000
Xxxxxx Inc.
(doing
business under the name Dialek or NcTEL), company legally constituted, whose
head office is located at 0, Xxxxxxxxxx Xxxxx, suite 302, in Xxxxxxxxxx, Xxxxxx,
X0X 0X0 Xxxxxx, hereby represented by Xxxxx Xxxxxxx, 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 Xxx Xxxxx, Xxxxxx,
00000 XXX, hereby represented by Xxxxxx Xxxxxxxxx, duly authorized as he so
declares
And
Xxxxx
Xxxxxxx,
lawyer,
residing at 897 Xxxxx XX street, apartment 3, in Xxxx Xxxxxx, Xxxxxx, X0X 0X0,
Xxxxxx.
And
Xxxxxx
Ranger,
business person, residing at 000 Xxxxxx xxxxxx, in Xxxx Xxxxxx, Xxxxxx, XX0X
0X0, Xxxxxx
Henceforth
referred to as “the parties”
Whereas
Xxxxx
Xxxxxxx owns 50% of the company 0000-0000 Xxxxxx Inc. and that Xxxxxx Ranger
owns the other 50%.
Whereas
the
company 0000-0000 Xxxxxx Inc. does business under the name of Dialek
Telecom
Whereas
the
company 0000-0000 Xxxxxx 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 0000-0000 Xxxxxx 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 0000-0000 Xxxxxx Inc. wishes to sell its client base, its accounts
receivable, its accounts payable and its agreements between its clients and
its
suppliers
Whereas
Xxxxxx
Ranger wishes to exit from the business of 0000-0000 Xxxxxx 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 Xxxxx Xxxxxxx of a holding company wholly owned by
him
|
| 3. |
0000-0000
Xxxxxx 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
Xxxxx.xxx
|
| 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 0000-0000 Xxxxxx Inc. and which
are
presently being utilized by them
|
| 5. |
0000-0000
Xxxxxx 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 Xxxxxxx
Telecom
|
| f. |
The
agreement of resale with Communication Xxxxxx
Xxxxxxxx
|
| g. |
The
agreement of resale with Xxxxxxxx
Xxxxxxxx
|
| 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 0000-0000 Xxxxxx
Inc.
which are presently being utilized by
them
|
2
|
6.
|
0000-0000
Xxxxxx 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. |
0000-0000
Xxxxxx 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 0000-0000 Xxxxxx
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. |
0000-0000
Xxxxxx Inc. will transfer its entire accounts receivables to
NewCo.
|
| 11. |
In
addition to the items set forth previously, UAC will pay 0000-0000
Xxxxxx
Inc. the amount of Cdn$55,000 in the form of 12 equal monthly
disbursements. This entire sum will be transferred to Xxxxxx Ranger.
She
will therefore perform the
following:
|
| a. |
Transfer
the total amount of her shares of 0000-0000 Xxxxxx Inc. to
UAC
|
| b. |
To
retain all references to this agreement, to 0000-0000 Xxxxxx 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 0000-0000 Xxxxxx 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 0000-0000 Xxxxxx Inc.
to
Xxxxx Xxxxxxx, UAC and Newco, all rights to its assets, rights and
agreements.
|
3
| 12. |
The
entire operations of NewCo will be transferred to 0000 Xxxxxx Xxxx
in
Montreal
|
| 13. |
Within
5 days of signing this agreement, Xxxxx Xxxxxxx 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. |
Xxxxx
Xxxxxxx 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. |
Xxxxx
Xxxxxxx 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. |
Xxxxx
Xxxxxxx will be responsible for New Business Development , relations
with
suppliers as well as the management and training of NewCo’s
resellers.
|
| 18. |
Xxxxx
Xxxxxxx 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 Xxxxx Xxxxxxx 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 Xxxxx Xxxxxxx’x 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 0 Xxxxxxxxxx Xxxxx xxxxxx, 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/
Xxxxx
XxXxxxx
Xxxxx
Xxxxxxx (for 0000-0000 Xxxxxx Inc.)
/s/
Xxxxxx Xxxxxxxxx
Xxxxxx
Xxxxxxxxx for United American Corporation
/s/
Xxxxx
XxXxxxx
Xxxxx
Xxxxxxx for all personal garantees
/s/
Xxxxxx Ranger
Xxxxxx
Ranger
