EXHIBIT 2.2.1
Integrated Performance Systems, Inc.
00000 X. Xxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
(000) 000 0000
Fax (000) 000 0000
Nov 13, 2002
Xx Xxxxxxxx Xx
VoIUM Communications Pte Ltd.
00 Xxxxxxx Xxxx Xxxx, #00-00,
Xxx Xxxxx, Xxx Xxxxxxx Xxxx XX,
Xxxxxxxxx 000000
Dear Xxx,
The purpose of this letter is to evidence our Agreement with respect to an
investment into VoIUM Technologies Ltd. ("VoIUM") by Integrated Performance
Systems Inc. ("IPS")
Our Agreement is as follows
1. IFS shall issue 1,500,000 shares of common stock to be used, to
purchase shareholding interest in VoIUM. These shares shall be
allocated 500,000 to VoIUM shareholders and management and 1,000,000
shall be issued directly to VoIUM.
2. Upon the signing of this Agreement, IPS agrees to contribute $100,000
to VoIUM's Capital. The $100,000 shall be in two tranches: $30,000 in
cash by 18th November and $70,000 in cash by December 27, 2002.
3. The above consideration listed under clauses 1 and 2 above is for
the purchase of 52% interest in VoIUM. IPS reserves the right to
determine the registered ownership of the said interest in VoIUM.
4. As future consideration, IPS shall make available up to $200,000
worth of tradeable common stock to be used, solely as security for
a loan which VoIUM shall secure from third parties to finance VoIUM's
purchase of shares which belong to the parties named in Appendix A
herein.
5. As additional consideration, IPS shall, also make available up to
$840,000 worth of common stock to be sold, outside US under SEC
Regulation S for the purpose of meeting working capital needs of VoIUM
up to $700,000. The working capital of $700.000 shall be a loan from
IPS to VoIUM. to be secured by the assets of VoIUM and, shall, bear a
reasonable interest rate.
6. Provided that VoIUM is profitable by November 30, 2003. IPS will
reward VoIUM with an. amount which is to be applied towards the
repayment of the said loan of $200,000 plus interest. Upon the loan
plus interest being repaid, VoLUM shall secure the return of the
$200,000 worth of stock unencumbered and in the form that they were
first received, by VoIUM under clause 4 above.
7. The above consideration listed in. clauses 4, 5 and 6 gives IPS the.
full discretion and unfettered, authority to benefit from or dispose
of the remaining 48% of VoIUM stock which will be held in a company
nominated by IPS, in the manner following:
a) 2% each to the 6 remaining shareholders, or 12% in all.
b) 2% to Xx Xxxx Xxx Xxxxx, the Chairman of the Executive Board of
VoIUM.
c) 1.5% to a pool set aside to reward, employees with the Employees
Stock Option plan.
d) Up to 10% to shareholders who desire to retain their interest in
VoIUM.
e) the remaining shares to any party and in many manner as IPS sees
fit.
8. IPS shall have a period of up to 60 days after execution of this
Agreement to perform its due diligence study of VoIUM, IPS may
terminate this Agreement should the due diligence review not be
satisfactory to IPS.
9. During the due diligence period VoIUM shall place the shares to be
issued to IPS into escrow pending closing. At final closing, IPS
shall issue its shares to VoIUM and its shareholders and the VoIUM
shares held in, escrow for IPS shall be released.
10. IFS shall have the right of refusal to manufacture all VoIUM products
and. equipment.
This Agreement shall be effective on the last date executed,
Sincerely,
/s/ D Xxxxxx Xxxxx
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D Xxxxxx Xxxxx, President
Date: November 13, 2002
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ACCEPTED:
/s/ Xxxxxxxx Xx
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Xxxxxxxx Xx, Managing Director
Date: 13 November 2002
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