LETTER OF INTENT
CONFIDENTIAL INFORMATION
AND EXCLUSIVE RIGHTS AGREEMENT
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AGREEMENT this day of July, 2004 by and between Versatech USA,
Inc., a Nevada Corporation with offices at 000 Xxxxxxxx Xxx XX, Xxxxxxxx,
Xxxxxxxxxx ("Versatech"), and LDR International, an Oregon corporation with
offices at 00000 X.X. Xxxxxxx Xxx, Xxxxxxxx, Xxxxxx (the "Company").
WHEREAS, Versatech and the Company have agreed in principal that
Versatech will acquire 100% of the assets and business of the Company and now
wish to enter into negotiations to determine the final terms to consummate
this transaction; and
WHEREAS, in furtherance of these negotiations, the Company has
agreed to provide Versatech with certain information for the purpose of
allowing Versatech to analyze the basis on which it might acquire the business
and assets of the Company; and
WHEREAS, the Company and Versatech wish to expeditiously enter into
a definitive agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
promises set forth in this Agreement, the parties hereby agree as follows:
1. The basic terms of a definitive agreement shall include, without
limitation, the following terms:
a. that Versatech shall acquire 100% of the assets and business
of the Company;
b. that the purchase price which will be agreed on will include
a combination of cash and Versatech common stock;
c. that key Company personnel shall enter into employment
contracts with Versatech;
d. that the closing will take place on or before September 30,
2004.
2. In order to effectuate the above and to allow the parties to
negotiate a purchase price, on request from Versatech, the Company shall,
within ten (10) days provide the following information (hereafter
collectively referred to as the "Confidential Information");
a. financial information, such as the Company's present or
future earnings, assets, debts, prices, pricing structure,
volumes of purchase or sales, or other financial data, whether
relating to the Company generally, or to particular products,
services, geographic areas, or time periods;
b. product and service information, such as goods and
services used in the
Company's business, suppliers' names and addresses, terms of
supply or service contracts, or of particular transactions,
or related information about potential suppliers, to the extent
that such information is not generally known to the public, and
to the extent that the combination of the suppliers or use of a
particular supplier, though generally known or available, yields
advantages to Company, the details of which are not generally
known;
c. personnel information, such as employees' personnel or
medical histories, compensation or other terms of employment,
actual or proposed promotions, hiring, resignations,
disciplinary actions, terminations or reason therefore,
training methods, performance, or other employee information;
d. customer information, such as any compilation of past,
existing, or prospective customers, research and development
information on customers, status of customers accounts or
credit, or related information about actual or prospective
customers; and
e. product information, including, but without way of
limitation, evaluation, and processing procedures and other
product information.
3. Versatech covenants and agrees that any review and use of the
Confidential Information is not being conducted for any improper purpose
but solely to allow Versatech to fulfill its requirement for information
upon which to make a decision concerning the preparation of a definitive
agreement.
4. Versatech shall hold all of the Confidential Information in
confidence and not discuss, communicate, or transmit the Confidential
Information to others for any improper purpose or make any unauthorized
copy of use of the Confidential Information.
5. Versatech will take all reasonable action to inform all
persons within its Organization who are directly concerned herewith of
the confidential nature of the Confidential Information and to prevent
the use or disclosure of the Confidential Information to any other
party without the prior written consent of the Company.
6. The obligations set out herein shall not apply with respect
to information that is well known or easily ascertainable to the public
or to companies that compete directly with the Company. In this
connection, individual elements of the Confidential Information may
be or become available to the general public through no fault of the
undersigned. Versatech understands the public availability of the
individual component parts of the Confidential Information does not
release this obligation of confidence.
7. Upon completion of the work necessary to prepare a definitive
agreement, Versatech shall, if requested, return to the Company all
Confidential Information, including all copies of any materials, notes,
or memoranda containing the Confidential Information. Upon the request
of the Company, Versatech shall furnish the Company with a written
certificate signed by an officer of Versatech attesting to its
compliance with this paragraph.
8. The Company agrees that for a period from the date of this
Agreement through and including September 30, 2004, (the "Intent Period"),
it will neither sell a majority of the issued and outstanding shares of
the Company or any of the assets of the company nor enter into negotiations
with any party other than Versatech with respect to the sale of a majority
of the issued and outstanding shares of the Company or with respect to the
sale of any of the assets of the Company. During the Intent Period, the
Company further agrees that it will not make the Company's financial
records available to any other party for the purposes of entering into a
sale or merger, or enter into an agreement, option agreement, or other
agreement for the purposes of effectuating a sale with another party.
9. It is the intent of the parties to close on a definitive agreement
for the purchase of 100% of the assets and business of the Company on or
before the expiration of the Intent Period. This Agreement shall expire on
expiration of the Intent Period.
10. The parties agree that no press release or other public statement
relating to this transaction shall be issued by any party unless approved
in advance as to both form and substance by both Versatech and the Company.
Notwithstanding the foregoing, Versatech can make such disclosures, and
file such documents, as required by all applicable federal and state
securities laws.
11. The parties represent as follows:
a. The Company represents that this Agreement has been duly
authorized by its Board of Directors and duly executed and
delivered by it and constitutes, and each document or instrument
executed by it pursuant to the terms hereof constitutes, a valid
and binding obligation of it enforceable in accordance with its
terms;
b. Versatech represents that this Agreement has been duly
authorized by its Board of Directors and duly executed and
delivered by it and constitutes, and each document or instrument
executed by it pursuant to the terms hereof constitutes, a valid
and binding obligation of it enforceable in accordance with its
terms.
12. This agreement has been executed and delivered in the State of
Washington, and its interpretation, validity, and performance shall be
enforced in accordance with the laws of the State of Washington.
13. This Agreement may be signed in any number of counterparts, each
of which shall be deemed an original, but all of which when taken together
shall constitute one and the same instrument. This Agreement is not
effective until signed by all parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
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VERSATECH, INC.
By: /s/ XXXXX KRAKONCHUK
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Title: Chairman & CEO
LDR INTERNATIONAL, INC.
By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
Title: President
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